<PAGE>

                                                                     Exhibit 4.7

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

                             MACDERMID, INCORPORATED

                    9 1/8% SENIOR SUBORDINATED NOTES DUE 2011

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

                                    INDENTURE

                            Dated as of June 20, 2001

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

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

                              THE BANK OF NEW YORK

                                     Trustee

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

--------------------------------------------------------------------------------
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
      TRUST INDENTURE
      ACT SECTION                                          INDENTURE SECTION
<S>                                                         <C>
      310(a)(1)...........................................       7.10
         (a)(2)...........................................       7.10
         (a)(3)...........................................       N.A.
         (a)(4)...........................................       N.A.
         (a)(5)...........................................       7.10
         (b)..............................................       7.10
         (c)..............................................       N.A.
      311(a)..............................................       7.11
         (b)..............................................       7.11
         (c)..............................................       N.A.
      312(a)..............................................       2.05
         (b)..............................................       12.03
         (c)..............................................       12.03
      313(a)..............................................       7.06
         (b)(1)...........................................       10.03
         (b)(2)...........................................       7.07
         (c)..............................................    7.06;12.02
         (d)..............................................       7.06
      314(a)..............................................    4.03;12.02
         (b)..............................................       10.02
         (c)(1)...........................................       12.04
         (c)(2)...........................................       12.04
         (c)(3)...........................................       N.A.
         (e)..............................................       12.05
         (f)..............................................       N.A.
      315(a)..............................................       7.01
         (b)..............................................    7.05,12.02
         (c)..............................................       7.01
         (d)..............................................       7.01
         (e)..............................................       6.11
      316(a) (last sentence)..............................       2.09
         (a)(1)(A)........................................       6.05
         (a)(1)(B)........................................       6.04
         (a)(2)...........................................       N.A.
         (b)..............................................       6.07
         (c)..............................................       2.12
      317(a)(1)...........................................       6.08
         (a)(2)...........................................       6.09
         (b)..............................................       2.04
      318(a)..............................................       12.01
         (b)..............................................       N.A.
         (c)..............................................       12.01
</TABLE>

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

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
                                                     ARTICLE 1.
                                           DEFINITIONS AND INCORPORATION
                                                    BY REFERENCE

   Section 1.01.   Definitions....................................................................................1
   Section 1.02.   Other Definitions.............................................................................18
   Section 1.03.   Incorporation by Reference of Trust Indenture Act.............................................18
   Section 1.04.   Rules of Construction.........................................................................19

                                                     ARTICLE 2.
                                                     THE NOTES

   Section 2.01.   Form and Dating...............................................................................19
   Section 2.02.   Execution and Authentication..................................................................20
   Section 2.03.   Registrar and Paying Agent....................................................................21
   Section 2.04.   Paying Agent to Hold Money in Trust...........................................................21
   Section 2.05.   Holder Lists..................................................................................21
   Section 2.06.   Transfer and Exchange.........................................................................21
   Section 2.07.   Replacement Notes.............................................................................32
   Section 2.08.   Outstanding Notes.............................................................................32
   Section 2.09.   Treasury Notes................................................................................33
   Section 2.10.   Temporary Notes...............................................................................33
   Section 2.11.   Cancellation..................................................................................33
   Section 2.12.   Defaulted Interest............................................................................33
   Section 2.13.   CUSIP Numbers.................................................................................34
   Section 2.14.   Issuance of Additional Notes..................................................................34

                                                     ARTICLE 3.
                                             REDEMPTION AND PREPAYMENT

   Section 3.01.   Notices to Trustee............................................................................34
   Section 3.02.   Selection of Notes to Be Redeemed.............................................................34
   Section 3.03.   Notice of Redemption..........................................................................35
   Section 3.04.   Effect of Notice of Redemption................................................................35
   Section 3.05.   Deposit of Redemption Price...................................................................36
   Section 3.06.   Notes Redeemed in Part........................................................................36
   Section 3.07.   Optional Redemption...........................................................................36
   Section 3.08.   Mandatory Redemption..........................................................................37
   Section 3.09.   Offer to Purchase by Application of Excess Proceeds...........................................37

                                                     ARTICLE 4.
                                                     COVENANTS

   Section 4.01.   Payment of Notes..............................................................................38
   Section 4.02.   Maintenance of Office or Agency...............................................................39
   Section 4.03.   Reports.......................................................................................39
   Section 4.04.   Compliance Certificate........................................................................39
   Section 4.05.   Taxes.........................................................................................40


                                                         i
<PAGE>

   Section 4.06.   Stay, Extension and Usury Laws................................................................40
   Section 4.07.   Restricted Payments...........................................................................40
   Section 4.08.   Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.....................42
   Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred Stock....................................43
   Section 4.10.   Asset Sales...................................................................................45
   Section 4.11.   Transactions with Affiliates..................................................................46
   Section 4.12.   Limitation on Liens...........................................................................47
   Section 4.13.   Designation of Restricted and Unrestricted Subsidiaries.......................................47
   Section 4.14.   [Intentionally Omitted].......................................................................47
   Section 4.15.   Offer to Repurchase Upon Change of Control....................................................47
   Section 4.16.   No Senior Subordinated Debt...................................................................48
   Section 4.17.   Limitation on Issuances of Guarantees of Indebtedness.........................................49
   Section 4.18.   Payments for Consent..........................................................................49
   Section 4.19.   Suspended Covenants...........................................................................49
   Section 4.20.   Additional Note Guarantees....................................................................49

                                                     ARTICLE 5.
                                                     SUCCESSORS

   Section 5.01.   Merger, Consolidation, or Sale of Assets......................................................50
   Section 5.02.   Successor Corporation Substituted.............................................................50

                                                     ARTICLE 6.
                                               DEFAULTS AND REMEDIES

   Section 6.01.   Events of Default.............................................................................51
   Section 6.02.   Acceleration..................................................................................52
   Section 6.03.   Other Remedies................................................................................52
   Section 6.04.   Waiver of Past Defaults.......................................................................53
   Section 6.05.   Control by Majority...........................................................................53
   Section 6.06.   Limitation on Suits...........................................................................53
   Section 6.07.   Rights of Holders of Notes to Receive Payment.................................................54
   Section 6.08.   Collection Suit by Trustee....................................................................54
   Section 6.09.   Trustee May File Proofs of Claim..............................................................54
   Section 6.10.   Priorities....................................................................................54
   Section 6.11.   Undertaking for Costs.........................................................................55

                                                     ARTICLE 7.
                                                      TRUSTEE

   Section 7.01.   Duties of Trustee.............................................................................55
   Section 7.02.   Rights of Trustee.............................................................................56
   Section 7.03.   Individual Rights of Trustee..................................................................57
   Section 7.04.   Trustee's Disclaimer..........................................................................57
   Section 7.05.   Notice of Defaults............................................................................57
   Section 7.06.   Reports by Trustee to Holders of the Notes....................................................57
   Section 7.07.   Compensation and Indemnity....................................................................58
   Section 7.08.   Replacement of Trustee........................................................................58
   Section 7.09.   Successor Trustee by Merger, etc..............................................................59
   Section 7.10.   Eligibility; Disqualification.................................................................59
   Section 7.11.   Preferential Collection of Claims Against Company.............................................60


                                                         ii
<PAGE>

                                                     ARTICLE 8.
                                      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance......................................60
   Section 8.02.   Legal Defeasance and Discharge................................................................60
   Section 8.03.   Covenant Defeasance...........................................................................60
   Section 8.04.   Conditions to Legal or Covenant Defeasance....................................................61
   Section 8.05.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.61
   Section 8.06.   Repayment to Company..........................................................................62
   Section 8.07.   Reinstatement.................................................................................62

                                                     ARTICLE 9.
                                          AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01.   Without Consent of Holders of Notes...........................................................62
   Section 9.02.   With Consent of Holders of Notes..............................................................63
   Section 9.03.   Compliance with Trust Indenture Act...........................................................65
   Section 9.04.   Revocation and Effect of Consents.............................................................65
   Section 9.05.   Notation on or Exchange of Notes..............................................................65

                                                    ARTICLE 10.
                                                   SUBORDINATION

   Section 10.01.  Agreement to Subordinate......................................................................65
   Section 10.02.  Liquidation; Dissolution; Bankruptcy..........................................................65
   Section 10.03.  Default on Designated Senior Debt.............................................................66
   Section 10.04.  Acceleration of Notes.........................................................................67
   Section 10.05.  When Distribution Must Be Paid Over...........................................................67
   Section 10.06.  Notice by Company.............................................................................67
   Section 10.07.  Subrogation...................................................................................67
   Section 10.08.  Relative Rights...............................................................................67
   Section 10.09.  Subordination May Not Be Impaired by Company..................................................68
   Section 10.10.  Distribution or Notice to Representative......................................................68
   Section 10.11.  Rights of Trustee and Paying Agent............................................................68
   Section 10.12.  Authorization to Effect Subordination.........................................................68
   Section 10.13.  Trustee Not Fiduciary for Holders of Senior Debt..............................................69

                                                    ARTICLE 11.
                                                  NOTE GUARANTEES

   Section 11.01.  Guarantee.....................................................................................69
   Section 11.02.  Subordination of Note Guarantee...............................................................70
   Section 11.03.  Limitation on Guarantor Liability.............................................................70
   Section 11.04.  Execution and Delivery of Note Guarantee......................................................70
   Section 11.05.  Guarantors May Consolidate, etc., on Certain Terms............................................71
   Section 11.06.  Releases Following Sale of Assets.............................................................71

                                                    ARTICLE 12.
                                             SATISFACTION AND DISCHARGE

   Section 12.01.  Satisfaction and Discharge....................................................................72
   Section 12.02.  Application of Trust Money....................................................................72


                                                        iii
<PAGE>

                                                    ARTICLE 13.
                                                   MISCELLANEOUS

   Section 13.01.  Trust Indenture Act Controls..................................................................73
   Section 13.02.  Notices.......................................................................................73
   Section 13.03.  Communication by Holders of Notes with Other Holders of Notes.................................74
   Section 13.04.  Certificate and Opinion as to Conditions Precedent............................................74
   Section 13.05.  Statements Required in Certificate or Opinion.................................................74
   Section 13.06.  Rules by Trustee and Agents...................................................................75
   Section 13.07.  No Personal Liability of Directors, Officers, Employees and Stockholders......................75
   Section 13.08.  Governing Law.................................................................................75
   Section 13.09.  No Adverse Interpretation of Other Agreements.................................................75
   Section 13.10.  Successors....................................................................................75
   Section 13.11.  Severability..................................................................................75
   Section 13.12.  Counterpart Originals.........................................................................75
   Section 13.13.  Table of Contents, Headings, etc..............................................................76
</TABLE>

                                    SCHEDULES

Schedule I  SUBSIDIARY GUARANTORS

                                    EXHIBITS

Exhibit A1  FORM OF NOTE
Exhibit A2  FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF NOTE GUARANTEE
Exhibit E   FORM OF SUPPLEMENTAL INDENTURE


                                       iv
<PAGE>

      INDENTURE dated as of the June 20, 2001, among MacDermid, Incorporated, a
Connecticut corporation (the "COMPANY"), the subsidiary guarantors listed on
Schedule I hereto (collectively, the "GUARANTORS") and The Bank of New York, a
New York banking corporation, as trustee (the "TRUSTEE").

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9 1/8% Senior Subordinated Notes due 2011 (the "NOTES"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

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

      "ACCOUNTS RECEIVABLE ENTITY" means any Person (other than a Restricted
Subsidiary) to which the Company or any of its Restricted Subsidiaries sells any
of its accounts receivable pursuant to a Receivables Facility.

      "ACQUIRED DEBT" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, provided
such Indebtedness is not incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (ii) Indebtedness secured by a Lien encumbering any assets
acquired by such specified Person.

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

      "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise, PROVIDED that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control, except in the case of CVC
and the CVC Investors which shall be deemed not to be Affiliates of MacDermid so
long as their aggregate beneficial ownership does not exceed 15% of the Voting
Stock of MacDermid. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" have correlative meanings.

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

      "APPLICABLE PREMIUM" means, with respect to a Note at any Redemption Date,
the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess
of (A) the present value at such time of (1) the redemption price of such Note
at July 15, 2006 (such redemption price being described in Section 3.07 hereof)
plus (2) all required interest payments due on such Note through July 15, 2006,
computed using a discount rate equal to the Treasury Rate plus 50 basis points,
over (B) the principal amount of such Note.
<PAGE>

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

      "ASSET SALE" means: (i) the sale, lease, conveyance or other disposition
of any assets or rights; PROVIDED that the sale, conveyance or other disposition
of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by Section 4.15 and Section 5.01
of this Indenture and not by the provisions of Section 4.10; and (ii) the
issuance of Equity Interests in any of the Company's Restricted Subsidiaries or
the sale of Equity Interests in any of its Restricted Subsidiaries.

      Notwithstanding the preceding, the following items will not be deemed to
be Asset Sales: (1) any single transaction or series of related transactions
that involves assets having a fair market value of less than $5.0 million or for
net cash proceeds of less than $5.0 million; (2) a transfer of assets between or
among the Company and its Restricted Subsidiaries, (3) an issuance of Equity
Interests by a Subsidiary to the Company or to a Restricted Subsidiary of the
Company; (4) the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business; (5) the sale or other
disposition of cash or Cash Equivalents; (6) a Restricted Payment or Permitted
Investment that is permitted by Section 4.07 of this Indenture; (7) any sale of
Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; (8) a transfer of accounts receivable, or participations therein,
and related rights and assets in connection with any Receivables Facility; (9)
sales of property or equipment that has become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of the Company or
any of its Restricted Subsidiaries; (10) any exchange of like property pursuant
to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a
Permitted Business, provided that to the extent such exchange involves property
valued in excess of $1.0 million, the property received by the Company in such
exchange has a fair market value equivalent to the fair market value of the
property transferred by the Company as evidenced by a resolution of the Board of
Directors of the Company; (11) the license of patents, trademarks, copyrights
and know-how to third Persons in the ordinary course of business; and (12) the
creation of security interests otherwise permitted under this Indenture,
including, without limitation, any pledge of assets otherwise permitted under
this Indenture.

      "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

      "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

      "BOARD OF DIRECTORS" means (i) with respect to a corporation, the Board of
Directors of the corporation; (ii) with respect to a partnership, the Board of
Directors of the general partner of the


                                       2
<PAGE>

partnership; and (iii) with respect to any other Person, the board or committee
of such Person serving a similar function.

      "BORROWING BASE" means, as of any date, an amount equal to the sum of: (i)
80% of the book value of all accounts receivable owned by the Company and its
Restricted Subsidiaries; PLUS (ii) 50% of the book value of all inventory owned
by the Company and its Restricted Subsidiaries.

      "BROKER-DEALER" means any broker or dealer registered under the Exchange
Act.

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

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

      "CAPITAL STOCK" means: (i) in the case of a corporation, corporate stock;
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited); and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

      "CASH EQUIVALENTS" means (i) United States dollars and any other currency
that is convertible into United States dollars without legal restrictions and
which is utilized by the Company or any of its Restricted Subsidiaries in the
ordinary course of its business; (ii) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (PROVIDED that the full faith
and credit of the United States is pledged in support of those securities);
(iii) time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States of America,
any state thereof or any foreign country recognized by the United States of
America, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $100.0 million (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor; (iv) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above; (v) commercial paper maturing not more than 365 days
after the date of acquisition of an issuer with a rating, at the time as of
which any investment therein is made, of "A-3" (or higher) according to S&P or
"P-2" (or higher) according to Moody's or carrying an equivalent rating by a
nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments; (vi) money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (i) through (v) above; and (vii) in the case of any Subsidiary organized
or having its principal place of business outside the United States, investments
denominated in the currency of the jurisdiction in which that Subsidiary is
organized or has its principal place of business which are similar to the items
specified in clauses (i) through (vi) above, including, without limitation, any
deposit with a bank that is a lender to any Restricted Subsidiary of the
Company.

      "CHANGE OF CONTROL" means the occurrence of any of the following: (i) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its


                                       3
<PAGE>

Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used
in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related
Party of a Principal, PROVIDED that, if such Principal is any of the CVC
Investors, the Fixed Charge Coverage Ratio for the Company's or the Successor
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
sale, transfer, conveyance or other disposition is made would have been at least
2.50 to 1, determined on a pro forma basis as if such sale, transfer, conveyance
or other disposition had been made at the beginning of such four-quarter period;
(ii) the adoption of a plan relating to the liquidation or dissolution of the
Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals and their Related
Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50%
of the Voting Stock of the Company, measured by voting power rather than number
of shares; (iv) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or (v) the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, other than any such
transaction where (a) the Voting Stock of the Company outstanding immediately
prior to such transaction constitutes (or is converted into or exchanged for)
Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person representing a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to such
issuance); or (b) the Principals and their Related Parties own a majority of
such outstanding shares after such transaction.

      "CLEARSTREAM" means ClearStream Bank S.A.

      "COMPANY" means MacDermid, Incorporated, and any and all successors
thereto.

      "CONSOLIDATED CASH FLOW" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period PLUS: (i) an amount equal to any extraordinary loss
plus any net loss realized by such Person or any of its Restricted Subsidiaries
in connection with an Asset Sale, to the extent such losses were deducted in
computing such Consolidated Net Income; PLUS (ii) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was deducted in computing
such Consolidated Net Income; PLUS (iii) consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether or not
capitalized (including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letters of credit or bankers' acceptance
financings, and net of payments (if any) made or received pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; PLUS (iv) depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and
its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; MINUS (v) non-cash items increasing such
Consolidated Net Income for such period, other than the accrual of revenue in
the ordinary course of business, in each case, on a consolidated basis and
determined in accordance with GAAP. Notwithstanding the preceding, the provision
for taxes based on the income or profits of, and the depreciation and
amortization and other non-cash expenses of, a Restricted Subsidiary of a Person
will be added to Consolidated Net Income to compute Consolidated Cash Flow of a
Person only to the extent and in the same proportion that Net


                                       4
<PAGE>

Income of that Restricted Subsidiary was included in calculating the
Consolidated Net Income of that Person.

      "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, PROVIDED that: (i) the Net Income (or loss) of any Person that is not
a Restricted Subsidiary of such Person or that is accounted for by the equity
method of accounting will be included only to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Restricted
Subsidiary of the Person; (ii) the Net Income of any Restricted Subsidiary of
such Person will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income at the date of determination is not permitted by operation of the terms
of its charter or any agreement, instrument or judgment or is subject to any
prohibition on being paid as a result of any governmental approval, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary or
its stockholders and such prohibition has actually resulted in the failure of
such Restricted Subsidiary to pay dividends or make distributions to the
Company; (iii) the Net Income (or loss) of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition will
be excluded; and (iv) the cumulative effect of a change in accounting principles
will be excluded.

      "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of this Indenture or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election; or (iii) is a designee of a Principal or was nominated
by a Principal.

      "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

      "CREDIT AGREEMENT" means that certain Second Amended and Restated
Multicurrency Credit Agreement, dated as of October 25, 1998, amended and
restated as of December 15, 1998 and further amended and restated as of June 15,
1999 among the Company and Bank of America, N.A., as Lead Arranger, Book
Manager, Administrative Agent, Letter of Credit Issuing Bank and Swing Line
Lender, BankBoston, N.A., as Co-Arranger and Documentation Agent, Fleet National
Bank, as Co-Arranger and Syndication Agent and the financial institutions from
time to time party thereto, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case, as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any agreement
(and related document) governing Indebtedness incurred to Refinance, in whole or
in part, the borrowings and commitments then outstanding or permitted to be
outstanding under such Credit Agreement or a successor credit agreement, whether
by the same or any other lender or group of lenders.

      "CREDIT FACILITIES" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
extended, renewed, restated, supplemented or otherwise modified (in whole or in
part, and without limitation as to amount, terms, conditions, covenants and
other provisions) from time to time, and any agreement (and related document)
governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under
such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender of group of lenders.


                                       5
<PAGE>

      "CURRENCY AGREEMENT" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

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

      "CVC" means (i) any Subsidiary of Citigroup, Inc., including Citicorp
Venture Capital Ltd., a New York corporation; or (ii) any investment vehicle
that (A) is sponsored or managed (whether through ownership of securities having
a majority of the voting power or through the management of investments) by any
Subsidiary included in clause (i) hereof and (B) contains, as part of its name,
"Citigroup," "CVC" or any variant thereof.

      "CVC INVESTOR" means (i) CVC; (ii) any officer, employee, director or
general partner of CVC or the general partner of any investment vehicle included
in the definition of CVC; and (iii) any trust, partnership or other entity
established solely for the benefit of the Persons included in (i) or (ii)
hereof.

      "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

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

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

      "DESIGNATED SENIOR DEBT" means (i) any Obligations outstanding under the
Credit Agreement; and (ii) after payment in full of all Obligations under the
Credit Agreement, any other Senior Debt permitted under the Indenture the
principal amount of which is $25.0 million or more and that has been designated
by MacDermid as "Designated Senior Debt." For purposes of applying Section 10.03
of this Indenture to the Note Guarantees pursuant to Section 11.02, Designated
Senior Debt shall also mean the Senior Guarantees.

      "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event (other than any event solely within the control
of the issuer thereof), matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
of the Capital Stock, in whole or in part, on or prior to the date that is 91
days after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.

      "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia.


                                       6
<PAGE>

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

      "EUROCLEAR" means Euroclear Bank.

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

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

      "EXCHANGE OFFER" has the meaning assigned to the term "Registered Exchange
Offer" in the Registration Rights Agreement.

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

      "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture.

      "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of: (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; PLUS
(ii) the consolidated interest of such Person and its Restricted Subsidiaries
that was capitalized during such period; PLUS (iii) the product of (A) all
dividends, whether paid or accrued and whether or not in cash, on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company, multiplied by (B) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP.

      "FIXED CHARGE COVERAGE RATIO" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than Indebtedness
incurred under any revolving credit facility unless such Indebtedness has been
repaid and has not been replaced) or issues, repurchases or redeems preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period. In addition, for purposes of calculating the Fixed Charge Coverage
Ratio: (i) acquisitions that have been made by the specified Person or any of
its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date will be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period


                                       7
<PAGE>

and Consolidated Cash Flow for such reference period will be calculated to
include the Consolidated Cash Flow of the acquired entities on a pro forma basis
after giving effect to cost savings resulting from employee terminations,
facilities consolidations and closings, standardization of employee benefits and
compensation practices, consolidation of property, casualty and other insurance
coverage and policies, standardization of sales and distribution methods,
reduction in taxes other than income taxes and other cost savings reasonably
expected to be realized from such acquisition, as determined in good faith by
the principal financial officer of the Company (regardless of whether such cost
savings could then be reflected in pro forma financial statements under GAAP,
Regulation S-X promulgated under the Securities Act or any other regulation or
policy of the Commission), but without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income; (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, will be excluded; and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date. For purposes of this definition, whenever PRO
FORMA effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Fixed Charges associated with any
Indebtedness incurred in connection therewith, the PRO FORMA calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company. If any Indebtedness bears a floating rate of interest and is being
given PRO FORMA effect, the interest on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months).

      "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of the Company that
is not a Domestic Subsidiary.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture, PROVIDED that,
upon adoption, the Proposed Accounting Changes will be treated as being in
effect as of the date of this Indenture.

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

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

      "GOVERNMENT SECURITIES" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

      "GRUPO EUROCIR" means Sondel Euro S.L., P.C. ViaHolding S.L. and any
Subsidiary of Sondel Euro S.L. or P.C. ViaHolding S.L.


                                       8
<PAGE>

      "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness. The term "Guarantee" used as a
verb has a corresponding meaning.

      "GUARANTOR" means any Subsidiary of the Company that executes a Guarantee
in accordance with the provisions of this Indenture.

      "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under any Interest Rate Agreement or Currency
Agreement.

      "HOLDER" means a Person in whose name a Note is registered on the
Registrar's books.

      "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent: (i) in respect of
borrowed money; (ii) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); (iii) in respect of banker's acceptances; (iv) representing Capital
Lease Obligations; (v) representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; or (vi) representing any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date will be: (1) the accreted value of
the Indebtedness, in the case of any Indebtedness issued with original issue
discount; or (2) the principal amount of the Indebtedness, together with any
interest on the Indebtedness that is more than 30 days past due, in the case of
any other Indebtedness. In addition, for the purpose of avoiding duplication in
calculating the outstanding principal amount of Indebtedness for purposes of
Section 4.09 hereof, Indebtedness arising solely by reason of the existence of a
Lien to secure other Indebtedness permitted to be incurred under Section 4.09
hereof will not be considered incremental Indebtedness. Indebtedness shall not
include the obligations of any Person (A) resulting from the endorsement of
negotiable instruments for collection in the ordinary course of business, (B)
under stand-by letters of credit to the extent collateralized by cash or Cash
Equivalents and (C) resulting from representations, warranties, covenants and
indemnities given by such Person that are reasonably customary for sellers or
transferors in an accounts receivable securitization transaction.

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

      "INDEPENDENT QUALIFIED PARTY" means an investment banking firm, accounting
firm or appraisal firm of national standing, PROVIDED that such firm is not an
Affiliate of the Company.

      "INTEREST RATE AGREEMENT" means in respect of a Person any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

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

      "INITIAL NOTES" means the first $301,500,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.


                                       9
<PAGE>

      "INVESTMENT GRADE RATING" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's Investors Service, Inc. and BBB- (or the equivalent)
by Standard & Poor's Ratings Group, Inc., or an equivalent rating by any other
Rating Agency.

      "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary
of the Company of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held
by the acquired Person in such third Person in an amount determined as provided
in the final paragraph of Section 4.07 hereof. Except as otherwise provided for
herein, the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value.

      "ISSUE DATE" means June 20, 2001.

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

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

      "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of that asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any other agreement to give a security interest in and any
filing of any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).

      "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
Section 6 of the Registration Rights Agreement.

      "MACDERMID EMPLOYEE PLANS" means the Company's Profit Sharing and Employee
Stock Ownership Plans, the MacDermid Equipment Company 401(K) Plan and the
MacDermid, Incorporated Employees Pension Plan and their respective successors.

      "NET INCOME" means, with respect to any Person, the net income (loss) of
that Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however: (i) any gain (or
loss), together with any related provision for taxes on such gain (or loss),
realized in connection with: (A) any Asset Sale; or (B) the extinguishment of
any Indebtedness of such


                                       10
<PAGE>

Person or any of its Restricted Subsidiaries; and (ii) any extraordinary gain
(or loss), together with any related provision for taxes on such extraordinary
gain (or loss).

      "NET PROCEEDS" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale, but only as and when
received), in each case net of (i) the direct costs relating to such Asset Sale,
including, without limitation, legal, accounting and investment banking fees,
and sales commissions, recording fees, title transfer fees, appraiser fees, cost
of preparation of assets for sale, and any relocation expenses incurred as a
result of the Asset Sale, (ii) taxes paid or payable as a result of the Asset
Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, (iii) amounts required to be
applied to the repayment of Indebtedness secured by a Lien on the asset or
assets that were the subject of such Asset Sale, (iv) all distributions and
other payments required to be made to minority interest holders in Restricted
Subsidiaries or joint ventures as a result of such Asset Sale, and (v) any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

      "NON-RECOURSE DEBT" means Indebtedness: (i) no default with respect to
which (including any rights that the holders of the Indebtedness may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness (other than
the Notes) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment of the Indebtedness to
be accelerated or payable prior to its Stated Maturity; and (ii) as to which the
lenders have been notified in writing (which may be by the terms of the
instrument evidencing such Indebtedness) that they will not have any recourse to
the stock (other than the stock of an Unrestricted Subsidiary pledged by the
Company or any of its Restricted Subsidiaries) or assets of the Company or any
of its Restricted Subsidiaries, PROVIDED that in no event shall Indebtedness of
any Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result of
any default provisions contained in a guarantee thereof by the Company or any of
its Restricted Subsidiaries if the Company or that Restricted Subsidiary was
otherwise permitted to incur that guarantee pursuant to this Indenture.

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

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

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

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

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

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

      "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.


                                       11
<PAGE>

      "OPINION OF COUNSEL" means an opinion from legal counsel that meets the
requirements of Section 13.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

      "OTHER BUSINESS" has the meaning specified in the definition of "Permitted
Business."

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

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

      "PERMITTED INVESTMENTS" means (i) any Investment in the Company or in a
Restricted Subsidiary of the Company; (ii) any Investment in cash or Cash
Equivalents; (iii) any Investment by the Company or any Subsidiary of the
Company in a Person, if as a result of such Investment: (A) such Person becomes
a Restricted Subsidiary of MacDermid; or (B) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company; (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof; (v) any Investment to the extent made in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(vi) Hedging Obligations; (vii) Investments in prepaid expenses, negotiable
instruments held for collection and lease, utility and workers' compensation,
performance and other similar deposits; (viii) loans and advances to employees
made in the ordinary course of business not to exceed $2.0 million in the
aggregate at any one time outstanding; (ix) transactions with officers,
directors and employees of the Company or any of its Restricted Subsidiaries
entered into in the ordinary course of business (including compensation,
employee benefit or indemnity arrangements with any such officer, director or
employee) and consistent with past business practices; (x) any Investment
consisting of a guarantee permitted under Section 4.09 hereof; (xi) Investments
consisting of non-cash consideration received in the form of securities, notes
or similar obligations in connection with dispositions of obsolete or worn out
assets permitted pursuant to the Indenture; (xii) advances, loans or extensions
of credit to suppliers in the ordinary course of business by the Company or any
of its Restricted Subsidiaries; (xii) Investments (including debt obligations)
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business; (xiv)
Investments relating to any special purpose Affiliate of the Company organized
in connection with a Receivables Facility that, in the good faith determination
of the Board of Directors of the Company, are necessary or advisable to effect
that Receivables Facility; and (xv) other Investments in any Person having an
aggregate fair market value, when taken together with all other Investments made
pursuant to this clause (xv) that are at the time outstanding not to exceed the
greater of six percent of Tangible Assets or $35.0 million.

      "PERMITTED JUNIOR SECURITIES" means (i) Equity Interests in the company or
any Guarantor; or (ii) debt securities that are subordinated to all Senior Debt
and any debt securities issued in exchange for Senior Debt to substantially the
same extent as, or to a greater extent than, the Notes and the Subsidiary
Guarantees are subordinated to Senior Debt under this Indenture.


                                       12
<PAGE>

      "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued to Refinance other Indebtedness of
the Company or any of its Restricted Subsidiaries, provided that: (i) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness (plus all accrued interest on the
Indebtedness and the amount of all expenses and premiums incurred in connection
therewith) being Refinanced; (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being Refinanced; (iii) if the Indebtedness being
Refinanced is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and is subordinated in right of payment to, the Notes on terms at least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being Refinanced; and (iv) such Indebtedness is
incurred either by (i) the Company or (ii) the Restricted Subsidiary that is the
obligor on the Indebtedness being Refinanced.

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

      "PRINCIPALS" means the CVC Investors, the MacDermid Employee Plans and
Daniel H. Leever (or in the event of his incompetence or death, his estate,
heirs, executor, administrator, committee or other personal representative
(collectively, "heirs")) or any Person controlled, directly or indirectly, by
the CVC Investors, the MacDermid Employee Plans or Daniel H. Leever or his heirs
and any Affiliate of the foregoing.

      "PRIVATE EXCHANGE NOTES" has the meaning assigned to the term Private
Exchange Securities in the Registration Rights Agreement.

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

      "PROPOSED ACCOUNTING CHANGES" means the currently proposed accounting
changes by the Financial Accounting Standards Board relating to business
combinations and amortization of goodwill, in the form such changes are finally
adopted by the Financial Accounting Standards Board.

      "PUBLIC EQUITY OFFERING" means an underwritten primary public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act.

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

      "RATING AGENCY" means Standard & Poor's Ratings Group, Inc. and Moody's
Investors Service, Inc. or, if Standard & Poor's Ratings Group, Inc. or Moody's
Investors Service, Inc. or both shall not make a rating on the Notes publicly
available, a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company (as certified by a resolution of the Board
of Directors) which shall be substituted for Standard & Poor's Ratings Group,
Inc. or Moody's Investors Service, Inc. or both, as the case may be.

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


                                       13
<PAGE>

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

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

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of June 20, 2001 by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act."

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

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

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

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

      "RELATED PARTY" means (i) any controlling stockholder, 80% (or more) owned
Subsidiary or (in the case of an individual) heirs of any Principal; or (ii) any
trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of any one or more Principals and/or such
other Persons referred to in the immediately preceding clause (i).

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

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

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


                                       14
<PAGE>

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

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

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

      "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

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

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

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

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

      "SEC" means the Securities and Exchange Commission.

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

      "SENIOR DEBT" means: (i) all Indebtedness of the Company or any Guarantor
outstanding under Credit Facilities and all Hedging Obligations with respect
thereto; (ii) any other Indebtedness of the Company or any Guarantor permitted
to be incurred under the terms of this Indenture; and (iii) all Obligations with
respect to the items listed in the preceding clauses (i) and (ii), unless in the
case of clauses (i) and (ii), the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes or any Subsidiary Guarantee, as the case may be.
Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt
will not include: (a) any liability for federal, state, local or other taxes
owed or owing by the Company or any Guarantor; (b) any intercompany Indebtedness
of the Company or any of its Restricted Subsidiaries owing to the Company or any
of its Affiliates; (c) any trade payables; or (d) the portion of any
Indebtedness that is incurred in violation of this Indenture, PROVIDED, HOWEVER,
that such Indebtedness shall be deemed not to have been incurred in violation of
this Indenture for purposes of this clause (d) if (x) the Holders of such
Indebtedness or their representative or the Company shall have furnished to the
Trustee an opinion of recognized independent legal counsel addressed to the
Trustee (which legal counsel may, as to matters of fact, rely upon an officers'
certificate) to the effect that the incurrence of such Indebtedness does not
violate the provisions of this Indenture or (y) such Indebtedness consists of
Indebtedness under the Credit Agreement and Holders of such Indebtedness or
their agent or representative (I) had no actual knowledge at the time of the
incurrence that the incurrence of such Indebtedness violated this Indenture and
(II) shall have received an officers' certificate to the effect that the
incurrence of such Indebtedness does not violate the provisions of this
Indenture.

      "SENIOR GUARANTEES" means the Guarantees by the Guarantors of Designated
Senior Debt.

      "SENIOR SUBORDINATED INDEBTEDNESS" means , with respect to any Person, the
Notes (in the case of the Company), the Subsidiary Guarantees (in the case of a
Guarantor) and any other Indebtedness of such Person that specifically provides
that such Indebtedness is to rank PARI PASSU with the Notes or such Subsidiary
Guarantee, as the case may be, in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of such
Person which is not Senior Debt of such Person.


                                       15
<PAGE>

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

      "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

      "STATED MATURITY" means , with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid, including any mandatory
redemption provision, but excluding any provision providing for any contingent
obligations to repay, redeem or repurchase any such interest or principal at the
option of the Holder thereof.

      "SUBSIDIARY" means, with respect to any specified Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

      "SUBSIDIARY GUARANTEE" means a Guarantee by a Guarantor of the Company's
obligations with respect to the Notes.

      "TANGIBLE ASSETS" means the total consolidated assets of the Company and
its Restricted Subsidiaries as shown on the most recent balance sheet of the
Company, less intangible assets including, without limitation, items such as
goodwill, trademarks, trade names, patents and unamortized debt discount and
expense.

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

      "TREASURY RATE" means the yield to maturity at a time of computation of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
which has become publicly available at least two Business Days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source similar market data)) most nearly equal to the period
from the Redemption Date to July 15, 2006; PROVIDED, HOWEVER, that if the period
from the Redemption Date to July 15, 2006 is not equal to the constant maturity
of a United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period
from the Redemption Date to July 15, 2006 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

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

      "UNRESTRICTED GLOBAL NOTE" means a permanent global Note substantially in
the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of


                                       16
<PAGE>

Interests in the Global Note" attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing a series of
Notes that do not bear the Private Placement Legend.

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

      "UNRESTRICTED SUBSIDIARY" means Grupo Eurocir and any other Subsidiary of
the Company that is designated by the Board of Directors of the Company as an
Unrestricted Subsidiary pursuant to a board resolution, and any Subsidiary of an
Unrestricted Subsidiary, but only to the extent that such Subsidiary (other than
Grupo Eurocir): (i) has no Indebtedness other than Non-Recourse Debt; and (ii)
is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (A) to subscribe for
additional Equity Interests or (B) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results. Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company, PROVIDED that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if: (x) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a PRO FORMA basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (y) no Default would occur
or be in existence following such designation.

      "U.S. DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than U.S. dollars, at any time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination. Except as described
under Section 4.09 hereof, whenever it is necessary to determine whether the
Company has complied with any covenant in this Indenture or a Default has
occurred and an amount is expressed in a currency other than U.S. dollars, such
amount will be treated as the U.S. Dollar Equivalent determined as of the date
such amount is initially determined in such currency.

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

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

      "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (A) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (B) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by (ii) the then
outstanding principal amount of such Indebtedness.


                                       17
<PAGE>

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

SECTION 1.02. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                               Defined in
      Term                                                       Section
      ----                                                       -------
<S>                                                                <C>
      "AFFILIATE TRANSACTION"..................................    4.11
      "ASSET SALE".............................................    4.10
      "ASSET SALE OFFER".......................................    3.09
      "AUTHENTICATION ORDER"...................................    2.02
      "BANKRUPTCY LAW".........................................    4.01
      "CHANGE OF CONTROL OFFER"................................    4.15
      "CHANGE OF CONTROL PAYMENT"..............................    4.15
      "CHANGE OF CONTROL PAYMENT DATE".........................    4.15
      "COVENANT DEFEASANCE"....................................    8.03
      "EVENT OF DEFAULT".......................................    6.01
      "EXCESS PROCEEDS"........................................    4.10
      "INCUR"..................................................    4.09
      "LEGAL DEFEASANCE".......................................    8.02
      "OFFER AMOUNT"...........................................    3.09
      "OFFER PERIOD"...........................................    3.09
      "PAYMENT DEFAULT"........................................    6.01
      "PAYING AGENT"...........................................    2.03
      "PERMITTED DEBT".........................................    4.09
      "PURCHASE DATE"..........................................    3.09
      "REDEMPTION DATE"........................................    3.07
      "REGISTRAR"..............................................    2.03
      "RESTRICTED PAYMENTS"....................................    4.07
      "SUCCESSOR COMPANY"......................................    5.01
      "SUSPENDED COVENANTS"....................................    4.19
      "UNIT LEGEND"............................................    2.06
</TABLE>

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

      This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture.

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

      "INDENTURE SECURITIES" means the Notes;

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

      "INDENTURE TO BE QUALIFIED" means this Indenture;

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


                                       18
<PAGE>

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

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

SECTION 1.04. RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

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

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

      (c) "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01. FORM AND DATING.

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

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

      (b) GLOBAL NOTES. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding


                                       19
<PAGE>

Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

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

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

SECTION 2.02. EXECUTION AND AUTHENTICATION.

      Two Officers shall sign the Notes for the Company by manual or facsimile
signature.

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

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

      On the Issue Date, the Trustee shall, upon a written order of the Company
signed by two Officers (an "AUTHENTICATION ORDER"), authenticate Notes for
original issue up to $301,500,000 in aggregate principal amount and, upon
delivery of any Authentication Order at any time and from time to time
thereafter, the Trustee shall authenticate Notes for original issue in an
aggregate principal amount specified in such Authentication Order.

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


                                       20
<PAGE>

SECTION 2.03. REGISTRAR AND PAYING AGENT.

      The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05. HOLDER LISTS.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

      (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole


                                       21
<PAGE>

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

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

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

            (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
      GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above; PROVIDED that in no event shall
      Definitive Notes be issued upon the transfer or exchange of beneficial
      interests in the Regulation S Temporary Global Note prior to (x) the
      expiration of the Restricted Period and (y) the receipt by the Registrar
      of any certificates required pursuant to Rule 903 under the Securities
      Act. Upon consummation of an Exchange Offer by the Company in accordance
      with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
      shall be deemed to have been satisfied upon receipt by the Registrar of
      the


                                       22
<PAGE>

      instructions contained in the Letter of Transmittal delivered by the
      Holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h) hereof.

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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


                                       23
<PAGE>

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

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

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

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

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

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

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

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

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

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

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


                                       24
<PAGE>

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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


                                       25
<PAGE>

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

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

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

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

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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


                                       27
<PAGE>

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

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

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

      (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

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

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

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


                                       28
<PAGE>

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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

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


                                       29
<PAGE>

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

            (i) PRIVATE PLACEMENT LEGEND.

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

            "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
            TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
            SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT
            BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
            REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
            THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
            RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
            SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

            "THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT
            (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
            TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
            SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
            DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
            MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
            STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER
            THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
            UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
            AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
            UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
            ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
            UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
            IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
            RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

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

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

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.07 OF THE INDENTURE, (II) THIS


                                       30
<PAGE>

            GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
            SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
            DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
            OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
            SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

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

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

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

      (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

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

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

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


                                       31
<PAGE>

            (v) The Company shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 hereof and ending at the close of business
      on the day of selection, (B) to register the transfer of or to exchange
      any Note so selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part or (C) to register
      the transfer of or to exchange a Note between a record date and the next
      succeeding Interest Payment Date.

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

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

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

SECTION 2.07. REPLACEMENT NOTES.

      If a mutilated Note is surrendered to the Registrar or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate, upon receipt of an
Authentication Order, a replacement Security. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss which any of them may
suffer if a Note is replaced. The Company and the Trustee may charge the Holder
for their expenses in replacing a Note.

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

SECTION 2.08. OUTSTANDING NOTES.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

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

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


                                       32
<PAGE>

      If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Notes (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes
(or portions thereof) cease to be outstanding and interest on them ceases to
accrue.

SECTION 2.09. TREASURY NOTES.

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

SECTION 2.10. TEMPORARY NOTES.

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

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

SECTION 2.11. CANCELLATION.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel and dispose of such cancelled Notes in its
customary manner and deliver a certificate of such destruction or other
disposition to the Company unless the Company directs the Trustee to deliver
cancelled Notes to the Company. Certification of the destruction of all canceled
Notes shall be delivered to the Company. The Company may not issue new Notes to
replace Notes that it has redeemed or paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

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


                                       33
<PAGE>

SECTION 2.13. CUSIP NUMBERS.

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

SECTION 2.14. ISSUANCE OF ADDITIONAL NOTES.

      The Company shall be entitled, subject to its compliance with Section
4.09, to issue Additional Notes under this Indenture which shall have identical
terms as the Initial Notes issued on the Issue Date, other than with respect to
the date of issuance and issue price. The Initial Notes issued on the Issue
Date, any Additional Notes and all Exchange Notes or Private Exchange Notes
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture.

      With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

      (a) the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture;

      (b) the issue price, the issue date and the CUSIP number of such
Additional Notes; PROVIDED, HOWEVER, that no Additional Notes may be issued at a
price that would cause such Additional Notes to have "original issue discount"
within the meaning of Section 1273 of the Code; and

      (c) whether such Additional Notes shall be transfer restricted notes and
issued in the form of Initial Notes as set forth in Section 2.02 this Indenture
or shall be issued in the form of Exchange Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a PRO RATA basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate.


                                       34
<PAGE>

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.

SECTION 3.03. NOTICE OF REDEMPTION.

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

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

      (a) the redemption date;

      (b) the redemption price;

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

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

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

      (f) that, unless the Company defaults in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on Notes called for redemption ceases to accrue on and
after the redemption date;

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

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

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

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


                                       35
<PAGE>

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

      One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

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

SECTION 3.06. NOTES REDEEMED IN PART.

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

SECTION 3.07. OPTIONAL REDEMPTION.

      (a) On and after July 15, 2006, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on July 15 of the years indicated below:

<TABLE>
<CAPTION>
      YEAR                                                      PERCENTAGE
      ----                                                      ----------
<S>                                                              <C>
      2006....................................................   104.563%
      2007....................................................   103.042%
      2008....................................................   101.521%
      2009 and thereafter.....................................   100.000%
</TABLE>

      (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time during the period after the date of the original issuance of the Notes
until July 15, 2004, the Company may on any one or more occasions redeem up to
35% of the aggregate principal amount of the Notes originally issued at a
redemption price equal to 109.125% of the aggregate principal amount of the
Notes to be redeemed on the redemption date with the net cash proceeds of one or
more Public Equity Offerings PROVIDED that:

            (i) at least 65% of the aggregate principal amount of the Notes
      originally issued remains outstanding immediately after the occurrence of
      such redemption (excluding Notes held by the Company or any of its
      Subsidiaries); and

            (ii) the redemption occurs within 90 days of the date of the closing
      of such Public Equity Offering or Strategic Equity Investment.


                                       36
<PAGE>

      (c) At any time prior to July 15, 2006, the Notes may also be redeemed as
a whole at the option of the Company, upon not less than 30 nor more than 60
days prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of the date of redemption (the "Redemption
Date"). Notices may be conditional.

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

SECTION 3.08. MANDATORY REDEMPTION.

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

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

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

      The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "OFFER PERIOD"). No later than five
Business Days after the termination of the Offer Period (the "PURCHASE DATE"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

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

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

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

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

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

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


                                       37
<PAGE>

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

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

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

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

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

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

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

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.


                                       38
<PAGE>

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

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

SECTION 4.03. REPORTS.

      (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports, in each case, within the time periods specified in the SEC's rules and
regulations. In addition, the Company shall file a copy of all the information
and reports referred to in clauses (i) and (ii) hereof with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA ss. 314(a).

      (b) For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.04. COMPLIANCE CERTIFICATE.

      (a) The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers' Certificate stating that in the
course of the performance by the signers of their duties as Officers of the
Company they would normally have knowledge of any Default and


                                       39
<PAGE>

whether or not the signers know of any Default that occurred during such period.
If they do, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA ss. 314(a)(4).

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

SECTION 4.05. TAXES.

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

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07. RESTRICTED PAYMENTS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable (A) in Equity
Interests (other than Disqualified Stock) of the Company or (B) to the Company
or a Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company (other than such Equity Interests owned by the Company or any of its
Restricted Subsidiaries); (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees,
except a payment of interest or principal at Stated Maturity; or (iv) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as "RESTRICTED PAYMENTS"),
unless, at the time of and after giving effect to such Restricted Payment:

            (a) no Default shall have occurred and be continuing or would occur
      as a consequence of such Restricted Payment; and

            (b) the Company would after giving PRO FORMA effect thereto as if
      such Restricted Payment had been made at the beginning of the applicable
      four-quarter period, have been


                                       40
<PAGE>

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

            (c) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the date of this Indenture (excluding Restricted
      Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii) and
      (viii) of the next succeeding paragraph), is less than the sum, without
      duplication, of: (i) 50% of the Consolidated Net Income of the Company for
      the period (taken as one accounting period) from the beginning of the
      fiscal quarter in which the date of this Indenture falls to the end of the
      Company's most recently ended fiscal quarter for which internal financial
      statements are available at the time of such Restricted Payment (or, if
      such Consolidated Net Income for such period is a deficit, less 100% of
      such deficit), PLUS (ii) 100% of the aggregate net cash proceeds received
      by the Company since the date of this Indenture as a contribution to its
      common equity capital or from the issue or sale of Equity Interests of the
      Company (other than Disqualified Stock) or from the issue or sale of
      convertible or exchangeable Disqualified Stock or convertible or
      exchangeable debt securities of the Company that have been converted into
      or exchanged for such Equity Interests (other than Equity Interests,
      Disqualified Stock or debt securities sold to a Subsidiary of the
      Company), PLUS (iii) the amount by which Indebtedness of the Company is
      reduced on the Company's balance sheet upon the conversion or exchange
      (other than by a Subsidiary of the Company) subsequent to the date of this
      Indenture of any Indebtedness of the Company convertible or exchangeable
      for Capital Stock (other than Disqualified Stock) of the Company (less the
      amount of any cash, or the fair value of any other property, distributed
      by the Company upon such conversion or exchange), PLUS (iv) an amount
      equal to the sum of (y) the net reduction in the Investments (other than
      Permitted Investments) made by the Company or any of its Restricted
      Subsidiaries in any Person resulting from repurchases, repayments or
      redemptions of such Investments by such Person, proceeds realized on the
      sale of such Investment and proceeds representing the return of capital
      (excluding dividends and distributions), in each case received by the
      Company or any of its Restricted Subsidiaries, and (z) to the extent such
      Person is an Unrestricted Subsidiary, the portion (proportionate to the
      Company's equity interest in such Subsidiary) of the fair market value of
      the net assets of such Unrestricted Subsidiary at the time such
      Unrestricted Subsidiary is designated a Restricted Subsidiary of the
      Company, PROVIDED that the foregoing sum shall not exceed, in the case of
      any such Person or Unrestricted Subsidiary, the amount of Investments
      (excluding Permitted Investments) previously made (and treated as a
      Restricted Payment) by the Company or any of its Restricted Subsidiaries
      in such Person or Unrestricted Subsidiary.

      The preceding provisions will not prohibit: (i) the payment of any
dividend or distribution on, or redemption of, Equity Interests, within 60 days
after the date of declaration thereof, if at the date of declaration or the
giving of such notice the payment would have complied with the provisions of
this Indenture, PROVIDED that at the time of payment of such dividend, no other
Default shall have occurred and be continuing (or result therefrom); (ii) any
Restricted Payment in exchange for, or made out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
Equity Interests of the Company (other than Disqualified Stock), PROVIDED that
the amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from clause (c) (ii) of the preceding
paragraph; (iii) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) the
payment of any dividend by a Restricted Subsidiary of the Company to the holders
of its Equity Interests on a pro rata basis; (v) repurchases of Equity Interests
deemed to occur upon exercise of stock options if those Equity Interests
represent a portion of the exercise price of those options; (vi) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any Restricted Subsidiary of the Company (in the event such


                                       41
<PAGE>

Equity Interests are not owned by the Company or any of its Restricted
Subsidiaries) in an amount not to exceed $25.0 in the aggregate; (vii)
distributions or payments of Receivables Fees; and (viii) Restricted Payments
not to exceed $25.0 million under this clause (viii) in the aggregate, PLUS, to
the extent Restricted Payments made pursuant to this clause (viii) are
Investments made by the Company or any of its Restricted Subsidiaries in any
Person, an amount equal to the net reduction of such Investments to an amount
not less than zero as a result of (A) repurchases, repayments or redemptions of
such Investments by such Person, (B) proceeds realized on the sale of such
Investments or (C) proceeds representing the return of capital (excluding
dividends and distributions), in each case, received by the Company or any of
its Restricted Subsidiaries, PROVIDED, HOWEVER, that at the time of such
Restricted Payments, no Default shall have occurred and be continuing (or result
therefrom).

      The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company whose
determination shall be conclusive.

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

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any of its
Restricted Subsidiaries to: (i) pay dividends or make any other distributions on
its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay
any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii)
make any loans or advances to the Company or any of its Restricted Subsidiaries;
or (iii) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries.

      However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of: (1) any agreement in effect or
entered into on the date of this Indenture, including agreements governing
Existing Indebtedness and Credit Facilities as in effect on the date of this
Indenture and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of those agreements,
PROVIDED that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are not materially less
favorable, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in those agreements on the date of this
Indenture; (2) this Indenture, the Notes and the Subsidiary Guarantees; (3)
applicable law and any applicable rule, regulation or order; (4) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent created in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred; (5)
customary non-assignment provisions in leases, licenses or contracts entered
into in the ordinary course of business; (6) purchase money obligations that
impose restrictions on that property of the nature described in clause (iii) of
the preceding paragraph; (7) any agreement for the sale or other disposition of
assets, including, without limitation, customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of Capital Stock or assets of that Subsidiary; (8) Permitted
Refinancing Indebtedness, PROVIDED that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
less favorable, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced; (9) Liens that limit the right of
the debtor to dispose of the assets subject to such Liens; (10) customary
provisions in joint venture agreements, assets sale agreements, stock sale
agreements and other similar agreements


                                       42
<PAGE>

entered into in the ordinary course of business; (11) any such encumbrance or
restriction with respect to a Foreign Subsidiary pursuant to an agreement
governing Indebtedness incurred by such Foreign Subsidiary; (12) restrictions on
cash or other deposits or net worth imposed by customers under contracts entered
into in the ordinary course of business; (13) any agreement governing the terms
of any Indebtedness incurred pursuant to Section 4.09 hereof, PROVIDED, HOWEVER,
that (i) either (x) the encumbrance or restriction applies only in the event of
and during the continuance of a payment default or a default with respect to a
financial covenant contained in such Indebtedness or agreement or (y) the
Company determines at the time any such Indebtedness is incurred (and at the
time of any modification of the terms of any such encumbrance or restriction)
that any such encumbrance or restriction will not materially affect the
Company's ability to make principal or interest payments on the Notes and (ii)
the encumbrance or restriction is not materially more disadvantageous to the
Holders of the Notes than is customary in comparable financings or agreements
(as determined by the Company in good faith); and (14) restrictions created in
connection with any Receivables Facility that, in the good faith determination
of the Board of Directors of the Company, are necessary or advisable to effect
that Receivables Facility.

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock, PROVIDED that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Company's Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) or issue preferred stock, in each
case if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.25 to 1, determined on a PRO FORMA basis (including a PRO FORMA application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
or the preferred stock or Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

      The first paragraph of this Section 4.09 shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):
(i) the incurrence by the Company and any of its Restricted Subsidiaries of
additional Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (i)
(with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of the Company and its Restricted Subsidiaries
thereunder) not to exceed the greater of (A) $290.0 million or (B) the Borrowing
Base; (ii) the incurrence by the Company and its Restricted Subsidiaries of the
Existing Indebtedness; (iii) the incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes and the related Subsidiary Guarantees to
be issued on the date of this Indenture and the Exchange Notes and the related
Subsidiary Guarantees to be issued pursuant to the Registration Rights
Agreement; (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the Company
or such Restricted Subsidiary, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (iv), not to exceed $10.0 million
at any time outstanding; (v) the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance or replace
Indebtedness (other than intercompany Indebtedness) that was permitted by this
Indenture to be incurred under the first paragraph of this covenant or clauses
(ii), (iii), (iv), (v) or (x) of


                                       43
<PAGE>

this paragraph; (vi) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries, PROVIDED, HOWEVER, that: (A) if the Company or
any Guarantor is the obligor on such Indebtedness, such Indebtedness must be
expressly subordinated to the prior payment in full in cash of all Obligations
with respect to the Notes, in the case of the Company, or the Subsidiary
Guarantee, in the case of a Guarantor; and (B) (I) any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness being held by
a Person other than the Company or a Restricted Subsidiary of the Company and
(II) any sale or other transfer of any such Indebtedness to a Person that is not
either the Company or a Restricted Subsidiary of the Company; shall be deemed,
in each case, to constitute an incurrence of such Indebtedness by the Company or
such Subsidiary, as the case may be, that was not permitted by this clause (vi);
(vii) the incurrence by the Company or any of its Restricted Subsidiaries of
Hedging Obligations; (viii) the guarantee by the Company or any of the
Restricted Subsidiaries of Indebtedness of the Company or a Restricted
Subsidiary of the Company that was permitted to be incurred by another provision
of this Section 4.09; (ix) the incurrence of Indebtedness by any Foreign
Subsidiary in an aggregate principal amount at any one time outstanding not to
exceed $15.0 million. (x) Acquired Debt; (xi) Obligations in respect of
performance, bid and surety bonds and completion guarantees provided by the
Company or any Restricted Subsidiary in the ordinary course of business; (xii)
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided, however, that such Indebtedness is
extinguished within five Business Days of its incurrence; and (xiii) the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable)
which, when taken together with all other Indebtedness of the Company
outstanding on the date of such Incurrence (other than Indebtedness permitted by
clauses (i) through (xii) of this paragraph or the first paragraph of this
Section 4.09) does not exceed $40.0 million.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xiii) of
the preceding paragraph, or is entitled to be incurred pursuant to the first
paragraph of this Section 4.09, the Company will be permitted to divide and
classify such item of Indebtedness on the date of its incurrence, or later
reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture will be deemed to have been incurred on such date in reliance on
the exception provided by clause (i) of the definition of Permitted Debt.

      Accrual of interest and dividends, accretion or amortization of original
issue discount and changes to amounts outstanding in respect of Hedging
Obligations solely as a result of fluctuations in foreign currency exchange
rates or interest rates or by reason of fees, indemnities and compensation
payable thereunder, will not be deemed to be an incurrence of Indebtedness or an
issuance of preferred stock for purpose of this Section 4.09.

      For purposes of determining compliance with any U.S. dollar denominated
restriction on the incurrence of Indebtedness where the Indebtedness incurred is
denominated in a currency other than U.S. dollars, the amount of such
Indebtedness will be the U.S. Dollar Equivalent of such Indebtedness determined
on the date of incurrence, PROVIDED, HOWEVER, that if any such Indebtedness
denominated in a currency other than U.S. dollars is subject to a Currency
Agreement with respect to U.S. dollars covering all principal, premium, if any,
and interest payable on such Indebtedness, the amount of such Indebtedness
expressed in U.S. dollars will be as provided in such Currency Agreement. The
principal amount of any Permitted Refinancing Indebtedness incurred in the same
currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent
of the Indebtedness being refinanced, except to the extent that (i) such U.S.
Dollar Equivalent was determined based on a Currency Agreement, in which case


                                       44
<PAGE>

the Permitted Refinancing Indebtedness will be determined in accordance with the
preceding sentence, and (ii) the principal amount of the Permitted Refinancing
Indebtedness exceeds the principal amount of the Indebtedness being refinanced,
in which case the U.S. Dollar Equivalent of such excess will be determined on
the date such Permitted Refinancing Indebtedness is incurred.

SECTION 4.10. ASSET SALES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to consummate an Asset Sale unless: (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
the Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the
consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents.

      For purposes of clause (ii) of the preceding paragraph, each of the
following will be deemed to be cash: (a) any liabilities, as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet, of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets and the lender
releases the Company or such Restricted Subsidiary from further liability; and
(b) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are promptly converted by
the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the
extent of the cash or Cash Equivalents received in that conversion.

      The 75% limitation referred to in clause (ii) of the first paragraph of
this Section 4.10 shall not apply to any Asset Sale to which the cash or Cash
Equivalents portion of the consideration received therefrom, determined in
accordance subclauses (a) and (b) of the preceding paragraph, is equal to or
greater than what the after-tax proceeds would have been had that Asset Sale
complied with the aforementioned 75% limitation.

      Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or the Restricted Subsidiary, as the case may be, may apply an
amount equal to such Net Proceeds at its option:

      (1) to repay any Senior Debt of the Company or any of its Restricted
Subsidiaries;

      (2) to acquire (or enter into a binding agreement to acquire, provided
that such commitment shall be subject only to customary conditions (other than
financing) and such acquisition shall be consummated within 180 days after the
end of such 365 day period) the assets of, or a majority of the Voting Stock of,
a Permitted Business or the minority interest in any Restricted Subsidiary;

      (3) to make a capital expenditure, provided that to the extent the Company
has made capital expenditures since the date of the Indenture and those capital
expenditures are still useful in the Company's business after such Asset Sale,
such capital expenditures shall be deemed to have been made during the
applicable 365 day period; or

      (4) to acquire (or enter into a binding agreement to acquire, PROVIDED
that such commitment shall be subject only to customary conditions (other than
financing) and such acquisition shall be consummated within 180 days after the
end of such 365 day period) other long-term assets that are used or useful in a
Permitted Business.

      If an amount equal to the Net Proceeds from Asset Sales is not applied or
invested as provided in the preceding paragraph such amount will constitute
"Excess Proceeds." When the aggregate amount of


                                       45
<PAGE>

Excess Proceeds exceeds $25.0 million, the Company shall make an offer to
holders of the Notes (and to holders of other Senior Subordinated Indebtedness
of the Company designated by the Company) to purchase Notes (and such other
Senior Subordinated Indebtedness of the Company) pursuant to and subject to the
conditions contained in this Indenture (the "Asset Sale Offer"). MacDermid shall
purchase Notes tendered pursuant to the Asset Sale Offer at a purchase price of
100% of their principal amount (or, in the event such other Senior Subordinated
Indebtedness of the Company was issued with significant original issue discount,
100% of the accreted value thereof) without premium, plus accrued but unpaid
interest (or, in respect of such other Senior Subordinated Indebtedness of the
Company, such lesser price, if any, as may be provided for by the terms of such
Senior Subordinated Indebtedness) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in this Indenture (the
"Asset Sale Offer Price"). If the aggregate purchase price of the securities
tendered exceeds the Net Proceeds allotted to their purchase, the Company will
select the securities to be purchased on a pro rata basis but in round
denominations, which in the case of the Notes will be denominations of $1,000
principal amount or multiples thereof. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

      MacDermid shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to an Asset Sale Offer, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Indenture by virtue of such conflict.

SECTION 4.11. TRANSACTIONS WITH AFFILIATES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) the Affiliate
Transaction is on terms that are not materially less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and (b) the Company delivers to the Trustee: (i) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $5.0 million, a resolution of the
Board of Directors of the Company set forth in an officers' certificate
certifying that such Affiliate Transaction complies with this Section 4.11 and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and (ii) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $15.0 million, the Board of
Directors of the Company shall also have received a written opinion from an
Independent Qualified Party to the effect that such Affiliate Transaction is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or not materially less favorable to the Company and its Restricted
Subsidiaries than could reasonably be expected to be obtained at the time in an
arm's-length transaction with a Person who was not an Affiliate.

      Notwithstanding the foregoing, the following items will not be deemed to
be Affiliate Transactions and, therefore, will not be subject to the provisions
of the prior paragraph:

      (1) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business of the Company or
such Restricted Subsidiary;


                                       46
<PAGE>

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

      (3) transactions with a Person that is an Affiliate of the Company solely
because the Company owns an Equity Interest in, or controls, such Person;

      (4) payment of reasonable directors fees;

      (5) the issuance or sale of Equity Interests (other than Disqualified
Stock) of the Company;

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

      (7) Restricted Payments that are permitted by the provisions of Section
4.07 of this Indenture; and

      (8) transfers of accounts receivable, or participations therein, in
connection with any Receivables Facility.

SECTION 4.12. LIMITATION ON LIENS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind upon any property or assets of the Company or
any Restricted Subsidiary of the Company, owned as of the date of this Indenture
or acquired after such date, which secures Indebtedness PARI PASSU with or
subordinated to the Notes unless: (i) if such Lien secures Indebtedness which is
PARI PASSU with the Notes, then the Notes are secured on an equal and ratable
basis with the obligations so secured until such time as such obligation is no
longer secured by a Lien, or (ii) if such Lien secures Indebtedness which is
subordinated to the Notes, any such Lien shall be subordinated to a Lien granted
to the holders of the Notes in the same collateral as that securing such Lien to
the same extent as such subordinated Indebtedness is subordinated to the Notes.

SECTION 4.13. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

      The Board of Directors of the Company may designate any Restricted
Subsidiary of the Company to be an Unrestricted Subsidiary if that designation
would not cause a Default. If a Restricted Subsidiary of the Company is
designated as an Unrestricted Subsidiary, the aggregate fair market value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary properly designated shall be deemed to be an Investment made as
of the time of the designation. That designation shall only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary of
the Company otherwise meets the definition of an Unrestricted Subsidiary. The
Board of Directors of the Company may redesignate any Unrestricted Subsidiary to
be a Restricted Subsidiary of the Company if the redesignation would not cause a
Default.

SECTION 4.14. [INTENTIONALLY OMITTED].

SECTION 4.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any
Change of Control, the


                                       47
<PAGE>

Company shall mail a notice to each Holder stating: (1) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes
tendered will be accepted for payment; (2) the purchase price and the purchase
date, which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (3) that any
Note not tendered will continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date; (5) that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; (6) that Holders will be entitled
to withdraw their election if the Paying Agent receives, not later than the
close of business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Indenture relating to a Change
of Control Offer, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Indenture by virtue of such conflict.

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

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

SECTION 4.16. NO SENIOR SUBORDINATED DEBT.

      Notwithstanding the provisions of Section 4.09 hereof, (i) the Company
shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any Senior
Debt of the Company and senior in ranking in any respect to the Notes, and (ii)
no Guarantor shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinated or junior in right of payment
to the Senior Debt of such Guarantor and senior in ranking in any respect to the
Note Guarantees.


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<PAGE>

SECTION 4.17. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

      The Company shall not permit any of its Restricted Subsidiaries, directly
or indirectly, to Guarantee the payment of any other Indebtedness of the Company
unless such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for the Guarantee of the
payment of the Notes by such Restricted Subsidiary, which Guarantee shall be
senior to or PARI PASSU with such Restricted Subsidiary's Guarantee of such
other Indebtedness, unless such other Indebtedness is Senior Debt, in which case
the Guarantee of the Notes may be subordinated to the Guarantee of such Senior
Debt to the same extent as the Notes are subordinated to such Senior Debt.
Notwithstanding the foregoing, any Subsidiary Guarantee of the Notes shall
provide by its terms that it shall be automatically released and the Guarantor
relieved of any Obligations under its Guarantee: (i) in connection with any sale
or other disposition of all or substantially all the assets of that Guarantor
(including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) a Restricted Subsidiary of
the Company, if the sale or other disposition is made in compliance with the
applicable provisions of this Indenture; (ii) in connection with any sale of all
of the Capital Stock of a Guarantor to a Person that is not (either before or
after giving effect to such transaction) a Restricted Subsidiary of the Company,
if the sale or other disposition is made in compliance with the applicable
provisions of this Indenture; (iii) the Legal Defeasance or Covenant Defeasance
of the Notes in accordance with the terms of this Indenture; or (iv) if the
Company designates such Guarantor as an Unrestricted Subsidiary in accordance
with the applicable provisions of this Indenture. The form of such Guarantee is
attached as Exhibit D hereto.

SECTION 4.18. PAYMENTS FOR CONSENT.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.19. SUSPENDED COVENANTS.

      Following the first day that the Notes have an Investment Grade Rating
from both of the Rating Agencies and no Default has occurred and is continuing
under this Indenture, the Company and its Restricted Subsidiaries shall not be
subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11,
4.17 and 5.01 (but only clause (iv) of such covenant) (collectively, the
"Suspended Covenants"). In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding sentence, and subsequently one or both of the
Rating Agencies withdraws its rating or downgrades the rating assigned to the
Notes below an Investment Grade Rating, then the Company and the Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants, and
compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such withdrawal or downgrade will be calculated in accordance
with the terms of Section 4.07 of this Indenture as though such covenant had
been in effect since the date the Notes were originally issued.

SECTION 4.20. ADDITIONAL NOTE GUARANTEES.

      If the Company or any of its Subsidiaries shall acquire or create another
Domestic Restricted Subsidiary that Guarantees Indebtedness under the Credit
Agreement after the date of this Indenture, then such newly acquired or created
Domestic Restricted Subsidiary shall execute a Note Guarantee in the


                                       49
<PAGE>

form of a Supplemental Indenture in accordance with the terms of this Indenture.
The form of such Note Guarantee is attached as Exhibit D hereto.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

      The Company shall not, directly or indirectly, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions to, another Person unless (i)
either the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia (any such Person,
the "Successor Company"), (ii) the Successor Company assumes all the obligations
of the Company under the Notes, this Indenture and the Registration Rights
Agreement pursuant to agreements reasonably satisfactory to the Trustee, (iii)
immediately after such transaction no Default exists and (iv) the Company or the
Successor Company shall, on the date of such transaction after giving PRO FORMA
effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. The
foregoing clause (iv) shall not prohibit (A) a merger between the Company and
any of its Restricted Subsidiaries; or (B) a merger between the Company and an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another state of the United States, so long as, in each case, the amount of
Indebtedness of MacDermid and its Restricted Subsidiaries is not increased
thereby.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

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


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<PAGE>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

      An "Event of Default" occurs if:

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

      (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, whether or not such payment shall be prohibited by Article 10 hereof;

      (c) the Company fails to comply with any of the provisions of Section 5.01
hereof;

      (d) the Company or any of its Restricted Subsidiaries fails to comply with
any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 hereof for a period
of 30 days after receipt of notice to the Company by the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class;

      (e) the Company or any of its Restricted Subsidiaries fails to observe or
perform any other covenant or other agreement in this Indenture for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class;

      (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries that are
Significant Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default is caused by a
failure to pay Indebtedness at its stated final maturity (after giving effect to
any applicable grace period provided in that Indebtedness) (a "Payment Default")
or results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25 million or more;

      (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Restricted Subsidiaries that are Significant Subsidiaries and such
judgment or judgments remain undischarged for a period (during which execution
shall not be effectively stayed) of 60 days, PROVIDED that the aggregate of all
such undischarged judgments exceeds $25 million;

      (h) the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries pursuant to or within the meaning of Bankruptcy Law:

            (i)   commences a voluntary case,

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


                                       51
<PAGE>

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

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

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

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

            (i) is for relief against the Company or any of its Restricted
      Subsidiaries that are Significant Subsidiaries in an involuntary case;

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

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

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

      (j) except as permitted by this Indenture, any Note Guarantee is held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee.

SECTION 6.02.     ACCELERATION.

      If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company or any
Restricted Subsidiary of the Company that is a Significant Subsidiary) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately; PROVIDED, that so long as any Indebtedness permitted to be
incurred pursuant to clause (i) of the second paragraph of Section 4.09 hereof
shall be outstanding, such acceleration shall not be effective until the earlier
of (i) an acceleration under any such other Indebtedness or (ii) five Business
Days after receipt by the Company and the administrative agent under the Credit
Facility of written notice of such acceleration of the Notes. Upon any such
declaration, the Notes shall become due and payable immediately. Subject to the
proviso to the first sentence of this Section 6.02, if an Event of Default
specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the
Company or any of its Restricted Subsidiaries that are Significant Subsidiaries,
all outstanding Notes shall be due and payable immediately without further
action or notice.

SECTION 6.03.     OTHER REMEDIES.

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

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in


                                       52
<PAGE>

exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders waive any existing Default and its consequences under this Indenture
(including any acceleration) except a continuing Default in the payment of
interest or Liquidated Damages on, or the principal of, the Notes (other than
the non-payment of principal of or interest or Liquidated Damages, if any, on
the Notes that became due solely because of the acceleration of the Notes),
PROVIDED that, in the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (f) of Section 6.01, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of such Indebtedness described in clause (f) of Section 6.01 have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of that declaration and if: (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction; and (2) all existing Events of Default, except
non-payment of principal of or interest or Liquidated Damages, if any, on the
Notes that became due solely because of the acceleration of the Notes, have been
cured or waived. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.     CONTROL BY MAJORITY.

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

SECTION 6.06.     LIMITATION ON SUITS.

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

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

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

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

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

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


                                       53
<PAGE>

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

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

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

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10.     PRIORITIES.

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

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


                                       54
<PAGE>

            SECOND: to holders of Senior Debt of the Company and, if such money
      or property has been collected from a Guarantor, to holders of Senior Debt
      of such Guarantor, in each case to the extent required by Article 10 and
      11;

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

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

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.     UNDERTAKING FOR COSTS.

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

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE.

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

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

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

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.

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

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


                                       55
<PAGE>

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

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

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

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

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

SECTION 7.02.     RIGHTS OF TRUSTEE.

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

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

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

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

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

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

      (g) 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;


                                       56
<PAGE>

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

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

      (j) 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.

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.     NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

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

      Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA ss. 313(a) (but if no event described in TIA ss.
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).


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<PAGE>

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

SECTION 7.07.     COMPENSATION AND INDEMNITY.

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

      The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it without negligence or bad faith arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
its own negligence, willful misconduct or bad faith.

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

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

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

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

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

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

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


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<PAGE>

may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee by so notifying the Trustee. The Company
shall remove the Trustee if:

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

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

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

      (d) the Trustee becomes incapable of acting.

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

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

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, PROVIDED all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).


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<PAGE>

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

      The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8. If the Company
exercises its option under this Section 8.01 with respect to either Section 8.02
or 8.03, each Guarantor will be released from all of its obligations with
respect to its Guarantee.

SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's and the Guarantors' obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.     COVENANT DEFEASANCE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set


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<PAGE>

forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient to
pay the principal of, premium, if any, and interest on the outstanding Notes on
the stated date for payment thereof or on the applicable redemption date, as the
case may be;

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

      (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred.

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

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04


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<PAGE>

hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.

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

SECTION 8.06.     REPAYMENT TO COMPANY.

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

SECTION 8.07.     REINSTATEMENT.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

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

      (a) to cure any ambiguity, defect or inconsistency or to make a
modification of a formal, minor or technical nature or to correct a manifest
error;


                                       62
<PAGE>

      (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes (provided that the uncertificated Notes are issued in
registered form for purposes of Section 1639(f) of the Code, or in a manner such
that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code);

      (c) to comply with Section 5.01 hereof;

      (d) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 10 hereof;

      (e) to add Guarantees with respect to the Notes or to secure the Notes;

      (f) to add to the covenants of the Company or any Guarantor for the
benefit of the Holders of the Notes or surrender any right or power conferred
upon the Company or any Guarantor;

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

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

      (i) to evidence and provide for the acceptance and appointment under this
Indenture of a successor Trustee pursuant to the requirements hereof; or

      (j) to provide for the issuance of exchange or private exchange notes.

      However, no amendment may be made to Article 10 of this Indenture that
adversely affects the rights of any holder of Senior Debt of the Company or a
Guarantor then outstanding unless the holders of such Senior Debt (or their
representative) consent to such change.

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

SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

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


                                       63
<PAGE>

the Notes). Without the consent of at least 75% in principal amount of the Notes
then outstanding (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, such Notes), no waiver or amendment to
this Indenture may make any change in the provisions of Article 10 hereof that
adversely affects the rights of any Holder of Notes. Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02. To the extent the Company and the Trustee amend Article 10 of this
Indenture to eliminate the subordination provisions contained therein, the
Company will amend Section 4.12 to conform such covenant to terms reasonably
customary for senior notes.

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

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

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

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

      (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the
Notes; (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

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

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

      (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of, or interest or Premium or Liquidated Damages, if any, on the
Notes;


                                       64
<PAGE>

      (g) waive a redemption payment with respect to any Note;

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

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

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

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

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

                                   ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01.    AGREEMENT TO SUBORDINATE.

      The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

SECTION 10.02.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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


                                       65
<PAGE>

            (i) holders of Senior Debt shall be entitled to receive payment in
      full of all Obligations due in respect of such Senior Debt (including
      interest after the commencement of any such proceeding at the rate
      specified in the applicable Senior Debt) before Holders of the Notes shall
      be entitled to receive any payment with respect to the Notes (except that
      Holders may receive (A) Permitted Junior Securities and (B) payments and
      other distributions made from any defeasance trust created pursuant to
      Section 8.01 hereof); and

            (ii) until all Obligations with respect to Senior Debt (as provided
      in clause (i) above) are paid in full, any distribution to which Holders
      would be entitled but for this Article 10 shall be made to holders of
      Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
      Securities and (B) payments and other distributions made from any
      defeasance trust created pursuant to Section 8.01 hereof), as their
      interests may appear.

SECTION 10.03.    DEFAULT ON DESIGNATED SENIOR DEBT.

      (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full in cash or Cash Equivalents if:

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

            (ii) a default, other than a payment default, on any series of
      Designated Senior Debt occurs and is continuing that then permits holders
      of the Designated Senior Debt as to which that default relates to
      accelerate its maturity and the Trustee receives a notice of the default
      (a "PAYMENT BLOCKAGE NOTICE") from a Person who may give it pursuant to
      Section 10.11 hereof. If the Trustee receives any such Payment Blockage
      Notice, no subsequent Payment Blockage Notice shall be effective for
      purposes of this Section unless and until (A) at least 360 days shall have
      elapsed since the delivery of the immediately prior Payment Blockage
      Notice and (B) all scheduled payments of principal, interest and premium
      and Liquidated Damages, if any, on the Notes that have come due have been
      paid in full in cash. No nonpayment default that existed or was continuing
      on the date of delivery of any Payment Blockage Notice to the Trustee
      shall be, or be made, the basis for a subsequent Payment Blockage Notice.

      (b) The Company shall resume payments on and distributions in respect of
the Notes and may acquire them upon the earlier of:

            (i) in the case of a default referred to in clause (i) of Section
      10.03(a) hereof, the date upon which the default is cured or waived, or

            (ii) in the case of a default referred to in clause (ii) of Section
      10.03(a) hereof, upon the earlier of the date on which such non-payment
      default is cured or waived or 179 days pass after the date on which the
      applicable Payment Blockage Notice is received, unless the maturity of
      such Designated Senior Debt has been accelerated.


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<PAGE>

SECTION 10.04.    ACCELERATION OF NOTES.

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

SECTION 10.05.    WHEN DISTRIBUTION MUST BE PAID OVER.

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

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

SECTION 10.06.    NOTICE BY COMPANY.

      The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

SECTION 10.07.    SUBROGATION.

      After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness PARI PASSU with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.08.    RELATIVE RIGHTS.

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

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


                                       67
<PAGE>

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

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

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

SECTION 10.09.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.10.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION 10.11.    RIGHTS OF TRUSTEE AND PAYING AGENT.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.12.    AUTHORIZATION TO EFFECT SUBORDINATION.

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


                                       68
<PAGE>

expiration of the time to file such claim, the Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes.

SECTION 10.13.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

      Except as provided in Section 10.05, the Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt and shall not be liable to
any such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the Company or to any other person cash,
property or securities to which any holders of Senior Debt shall be entitled by
virtue of this Article or otherwise. With respect to the holders of Senior Debt,
the Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Debt shall be read
into this Indenture against the Trustee.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

SECTION 11.01.    GUARANTEE.

      Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, guarantees to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Notes or the obligations
of the Company hereunder or thereunder, that: (a) the principal of and interest
on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

      Each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Note Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.

      If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

      Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6


                                       69
<PAGE>

hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.

SECTION 11.02.    SUBORDINATION OF NOTE GUARANTEE.

      The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.
Each Note Guarantee is made subject to the provisions of Article 10 hereof.

SECTION 11.03.    LIMITATION ON GUARANTOR LIABILITY.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 11.04.    EXECUTION AND DELIVERY OF NOTE GUARANTEE.

      To evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit D shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

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

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

      In the event that the Company creates or acquires any new Domestic
Restricted Subsidiaries subsequent to the date of this Indenture, if required by
Section 4.20 hereof, the Company shall cause such Domestic Restricted
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.20 hereof and this Article 11, to the
extent applicable.


                                       70
<PAGE>

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

      Except as otherwise provided in Section 11.06, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor
unless:

      (a) subject to Section 11.06 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set
forth herein or therein; and

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

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

SECTION 11.06.    RELEASES FOLLOWING SALE OF ASSETS.

      In the event of a sale or other disposition of all or substantially all of
the assets of any Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of any Guarantor, in each
case to a Person that is not (either before or after giving effect to such
transactions) a Restricted Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

      Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.


                                       71
<PAGE>

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

SECTION 12.01.          SATISFACTION AND DISCHARGE.

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

(1)   either:

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

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

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

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

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

In addition, the Company must deliver an Officers' Certificate to the Trustee
stating that all conditions precedent to satisfaction and discharge have been
satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 shall
survive such satisfaction and discharge.

SECTION 12.02.    APPLICATION OF TRUST MONEY.

      Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the


                                       72
<PAGE>

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.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01; PROVIDED that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

SECTION 13.01.    TRUST INDENTURE ACT CONTROLS.

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

SECTION 13.02.    NOTICES.

      Any notice or communication by the Company , any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

      If to the Company and/or any Guarantor:

      MacDermid, Incorported
      245 Freight Street
      Waterbury, CT  06702-0671
      Telecopier No.:  (203) 263-0356
      Attention:  Corporate Secretary

      With a copy to:
      Cravath, Swaine & Moore
      825 Eighth Avenue
      Worldwide Plaza
      New York, NY  10019-7475
      Telecopier No.:  (212) 765-0925
      Attention:  Kris F. Heinzelman

      If to the Trustee:
      The Bank of New York
      101 Barclay Street, Floor 21 West
      New York, NY  10286
      Telecopier No.:  (212) 815-5915
      Attention:  Corporate Trust Administration


                                       73
<PAGE>

      The Company , any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 13.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 13.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

      (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 13.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

      (c) a statement that the Person making such certificate or opinion has
read such covenant or condition;


                                       74
<PAGE>

      (d) 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;

      (e) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

      (f) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

SECTION 13.06.    RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 13.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

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

SECTION 13.08.    GOVERNING LAW.

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

SECTION 13.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 13.10.    SUCCESSORS.

      All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

SECTION 13.11.    SEVERABILITY.

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

SECTION 13.12.    COUNTERPART ORIGINALS.

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


                                       75
<PAGE>

SECTION 13.13.    TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]




                                       76
<PAGE>

                                   SIGNATURES


Dated as of June 20, 2001

                                    MACDERMID, INCORPORATED


                                    By:  /s/ DANIEL H. LEEVER
                                         -------------------------------
                                        Name:  Daniel H. Leever
                                        Title: Chairman and CEO


Attest:


/s/ GREGORY M. BOLINGBROKE
------------------------------
Name:  Gregory M. Bolingbroke
Title: Controller and Treasurer
       of MacDermid, Incorporated


                                    EACH OF THE GUARANTORS LISTED
                                    ON SCHEDULE I HERETO

                                    By:  /s/ MARY ANNE B. TILLONA
                                         -------------------------------
                                         Name:  Mary Anne B. Tillona
                                         Title: Secretary

Attest:


/s/ GREGORY M. BOLINGBROKE
-------------------------------
Name:  Gregory M. Bolingbroke
Title: Controller and Treasurer
       of MacDermid, Incorporated


                                    THE BANK OF NEW YORK

                                    By: /s/ GEOVANNI BARRIS
                                        -------------------------------
                                        Name:  Geovanni Barris
                                        Title: Vice President

Attest:


/s/ MING J. SHIANG
------------------------
Name:  Ming J. Shiang
Title: Vice President



                                       S-1
<PAGE>

                                                                      EXHIBIT A1


                                 [Face of Note]
------------------------------------------------------------------------------


                                                       CUSIP/CINS ____________

                    9 1/8% Senior Subordinated Notes due 2011

No. ___                                                             $_________

                             MACDERMID, INCORPORATED

promises to pay to
                   -----------------------------------------------------------

or registered assigns,

the principal sum of _________________________________________________________

Dollars on _____________, 200__.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  _______________, ____

                                    MacDermid, Incorporated


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


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


                                                      (SEAL)

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

The Bank of New York,
  as Trustee


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


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


                                      A1-1
<PAGE>



                                 [Back of Note]

                    9 1/8% Senior Subordinated Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

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

      1. INTEREST. MacDermid Incorporated, a Connecticut corporation (such
corporation, and its successors and assigns under the Indenture referred to
below, being called the "Company"), promises to pay interest on the principal
amount of this Note at 9 1/8% per annum from June 20, 2001 until maturity. The
Company will pay interest semi-annually in arrears on January 15 and July 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; PROVIDED that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be
January 15, 2002. The


                                      A1-2
<PAGE>

Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

      2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the January 1 or July 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and PROVIDED
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

      3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
June 20, 2001 ("Indenture") between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Company shall be entitled, subject to its compliance with section 4.09 of the
Indenture, to issue Additional Notes pursuant to Section 2.14 of the Indenture.

      5. OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to July 15, 2006.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on July 15 of the years
indicated below:

<TABLE>
<CAPTION>

      Year                                                      Percentage
      ----                                                      ----------
<S>                                                              <C>
      2006....................................................   104.563%
      2007....................................................   103.042%
      2008....................................................   101.521%
      2009 and thereafter.....................................   100.000%
</TABLE>

      (b) Notwithstanding the provisions of clause (a) of this Section 5, at any
time during the period after the date hereof until July 15, 2004, the Company
may on any one or more occasions redeem up to


                                      A1-3
<PAGE>

35% of the aggregate principal amount of the Notes (including any Additional
Notes) issued under the Indenture at a redemption price equal to 109.125% of the
aggregate principal amount of the Notes to be redeemed on the redemption date
with the net cash proceeds of one or more Public Equity Offerings PROVIDED that:

            (i) at least 65% of the aggregate principal amount of the Notes
      originally issued remains outstanding immediately after the occurrence of
      such redemption (excluding Notes held by the Company or any of its
      Subsidiaries); and

            (ii) the redemption occurs within 90 days of the date of the closing
      of such Public Equity Offering.

      (c) At any time prior to July 15, 2006, the Notes may also be redeemed as
a whole at the option of the Company, upon not less than 30 nor more than 60
days prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of the Redemption Date. Notices may be
conditional.

      6. MANDATORY REDEMPTION.

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

      7. REPURCHASE AT OPTION OF HOLDER.

      (a) If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $25 million, the Company shall commence an offer to all Holders of Notes
(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes (including any Additional Notes) that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for general corporate purposes. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on a PRO
RATA basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

      8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples


                                      A1-4
<PAGE>

of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

      9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

      11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture , the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture , the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture , the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency or to make a modification of a
formal, minor or technical nature or to correct a manifest error, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to comply
with the covenant relating to mergers, consolidations and sales of assets, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation or sale of all or
substantially all of the Company's assets, to add Guarantees with respect to the
Notes or to secure the Notes, to add to the covenants of the Company or any
Guarantor for the benefit of the Holders of the Notes or surrender any right or
power conferred upon the Company or any Guarantor, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
evidence and provide for the acceptance and appointment under the Indenture of a
successor trustee pursuant to the requirements thereof, or to provide for the
issuance of exchange or private exchange notes.

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on, or Liquidated Damages, if any, with
respect to, the Notes, whether or not prohibited by Article 10 of the Indenture;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, whether or not
prohibited by Article 10 of the Indenture; (iii) failure by the Company to
comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of
its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of
the Indenture for a period of 30 days after notice to the Company by the Trustee
or the Holders of at least 25% in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class; (v) failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class to observe or perform any other covenant or other agreement in the
Indenture; (vi) default under certain other agreements relating to Indebtedness
of the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries, which


                                      A1-5
<PAGE>

default results in the acceleration of such Indebtedness prior to its express
maturity; (vii) certain final judgments for the payment of money that remain
undischarged for a period of 60 days; (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries
that are Significant Subsidiaries; and (ix) except as permitted by the
Indenture, any Note Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of principal of, premium and Liquidated Damages,
if any, or interest on, the Notes (other than non-payment of amounts that became
due solely because of the acceleration of the Notes). The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

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

      14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

      15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

      16. 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).

      17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of June 20, 2001, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

      18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.


                                      A1-6
<PAGE>

No representation is made as to the accuracy of such numbers either as printed
on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

MacDermid, Incorporated
245 Freight Street
Waterbury, CT  06702-0671
Attention:  Corporate Secretary



                                      A1-7
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: ________________________________
                                              (Insert assignee's legal name)

______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                                    Your Signature: __________________________
                                         (Sign exactly as your name appears on
                                                        the face of this Note)

Signature Guarantee*:  _________________________

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



                                      A1-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      Section 4.10             Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                 $_____________

Date:  _______________

                                    Your Signature: __________________________
                                         (Sign exactly as your name appears on
                                                        the face of this Note)

                                    Tax Identification No.: __________________

Signature Guarantee*:  _________________________

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



                                      A1-9
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


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

<TABLE>
<CAPTION>

                    Amount of       Amount of
                   decrease in     increase in      Principal
                    Principal       Principal        Amount
                     Amount          Amount       [at maturity]   Signature of
                  [at maturity]   [at maturity]  of this Global    authorized
                       of              of        Note following    officer of
                  this global     this global     such decrease    trustee or
Date of Exchange      Note            Note        (or Increase)  Note Custodian
----------------      ----            ----        -------------  --------------
<S>               <C>             <C>            <C>             <C>




</TABLE>



                                     A1-10
<PAGE>

                                                                      EXHIBIT A2


                  [Face of Regulation S Temporary Global Note]
------------------------------------------------------------------------------


                                                         CUSIP/CINS __________


                    9 1/8% Senior Subordinated Notes due 2011

No. ___                                                          $____________

                             MACDERMID, INCORPORATED

promises to pay to ___________________________________________________________

or registered assigns,

the principal sum of _________________________________________________________

Dollars on _______________, 2011.

Interest Payment Dates:  ____________, and ____________

Record Dates:  ____________, and ____________

Dated:  _______________, ____

                                    MACDERMID, INCORPORATED

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

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



                                                      (SEAL)
This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee


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


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




                                      A2-1
<PAGE>

                   Back of Regulation S Temporary Global Note

                    9 1/8% Senior Subordinated Notes due 2011

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

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


                                      A2-2
<PAGE>

      1. INTEREST. MacDermid Incorporated, a Connecticut corporation (such
corporation, and its successors and assigns under the Indenture referred to
below, being called the "Company"), promises to pay interest on the principal
amount of this Note at 9 1/8% per annum from June 20, 2001 until maturity. The
Company will pay interest semi-annually in arrears on January 15 and July 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; PROVIDED that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be
January 15, 2002. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

      2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the January 1 or July 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and PROVIDED
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

      3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
June 20, 2001 ("Indenture") between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Company shall be entitled, subject to its compliance with Section 4.09 of the
Indenture, to issue Additional Notes pursuant to Section 2.14 of the Indenture.

      5. OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to July 15, 2006.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid


                                      A2-3
<PAGE>

interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on July 15 of the years indicated below:

<TABLE>
<CAPTION>

      Year                                                      Percentage
      ----                                                      ----------
<S>                                                              <C>
      2006....................................................   104.563%
      2007....................................................   103.042%
      2008....................................................   101.521%
      2009 and thereafter.....................................   100.000%
</TABLE>


      (b) Notwithstanding the provisions of clause (a) of this Section 5, at any
time during the period after the date hereof until July 15, 2004, the Company
may on any more or more occasions redeem up to 35% of the aggregate principal
amount of the Notes (including Additional Notes) issued under the Indenture at a
redemption price equal to 109.125% of the aggregate principal amount of the
Notes to be redeemed on the redemption date with the net cash proceeds of one or
more Public Equity Offerings PROVIDED that:

            (iii) at least 65% of the aggregate principal amount of the Notes
      originally issued remains outstanding immediately after the occurrence of
      such redemption (excluding Notes held by the Company or any of its
      Subsidiaries); and

            (iv) the redemption occurs within 90 days of the date of the closing
      of such Public Equity Offering.

      (c) At any time prior to July 15, 2006, the Notes may also be redeemed as
a whole at the option of the Company, upon not less than 30 nor more than 60
days prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of the Redemption Date. Notices may be
conditional.

      6. MANDATORY REDEMPTION.

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

      7. REPURCHASE AT OPTION HOLDER.

      (a) If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $25 million, the Company shall commence an offer to all Holders of Notes
(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes (including any Additional Notes) that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is


                                      A2-4
<PAGE>

less than the Excess Proceeds, the Company (or such Subsidiary) may use such
deficiency for general corporate purposes. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a PRO RATA basis. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

      8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

      9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

      11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture , the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture , the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture , the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency or to make a modification of a
formal, minor or technical nature or to correct a manifest error, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to comply
with the covenant relating to mergers, consolidations and sales of assets, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation or sale of all or
substantially all of the Company's assets, to add Guarantees with respect to the
Notes or to secure the Notes, to add to the covenants of the Company or any
Guarantor for the benefit of the Holders of the Notes or surrender any right or
power conferred upon the Company or any Guarantor, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
evidence and provide for the acceptance and appointment under the Indenture of a
successor trustee pursuant to the requirements thereof, or to provide for the
issuance of exchange or private exchange notes.

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on, or Liquidated Damages, if any, with
respect to, the Notes, whether or not prohibited by Article 10 of the Indenture;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in


                                      A2-5
<PAGE>

connection with an offer to purchase) or otherwise, whether or not prohibited by
Article 10 of the Indenture; (iii) failure by the Company to comply with Section
5.01 of the Indenture; (iv) failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture
for a period of 30 days after notice to the Company by the Trustee or the
Holders of at least 25% in principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class; (v) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes (including Additional Notes, if any) then outstanding voting as a single
class to observe or perform any other covenant or other agreement in the
Indenture; (vi) default under certain other agreements relating to Indebtedness
of the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries, which default results in the acceleration of such Indebtedness
prior to its express maturity; (vii) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by
the Indenture, any Note Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment principal of, premium and Liquidated Damages, if
any, or interest on, the Notes (other than non-payment of amounts that became
due solely because of the acceleration of the Notes). The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

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

      14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

      15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

      16. 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).


                                      A2-6
<PAGE>

      17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of June 20, 2001, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

      18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

MacDermid, Incorporated
245 Freight Street
Waterbury, CT  06702-0671
Attention:  Corporate Secretary



                                      A2-7
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: ________________________________
                                               (Insert assignee's legal name)

______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________________________________________
to transfer  this Note on the books of the Company.  The agent may  substitute
another to act for him.

Date:  _______________

                                    Your Signature: __________________________
                                         (Sign exactly as your name appears on
                                                        the face of this Note)

Signature Guarantee*:  _________________________

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



                                      A2-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      Section 4.10             Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                 $_____________

Date:  _______________

                                    Your Signature:___________________________
                                         (Sign exactly as your name appears on
                                                        the face of this Note)

                                    Tax Identification No.: __________________

Signature Guarantee*:  _________________________

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



                                      A2-9
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE


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

<TABLE>
<CAPTION>

                    Amount of       Amount of
                   decrease in     increase in      Principal
                    Principal       Principal        Amount
                     Amount          Amount       [at maturity]   Signature of
                  [at maturity]   [at maturity]  of this Global    authorized
                       of              of        Note following    officer of
                  this global     this global     such decrease    trustee or
Date of Exchange      Note            Note        (or Increase)  Note Custodian
----------------      ----            ----        -------------  --------------
<S>               <C>             <C>            <C>             <C>



</TABLE>





                                     A2-10
<PAGE>

                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


MacDermid, Incorporated
245 Freight Street
Waterbury, CT  06702-0671

[REGISTRAR ADDRESS BLOCK]

      Re:  9 1/8% Senior Subordinated Notes due 2011

      Reference is hereby made to the Indenture, dated as of [Closing Date] (the
"INDENTURE"), between MacDermid Incorporated, as issuer (the "COMPANY"), the
subsidiary guarantors listed on Schedule I to the Indenture, and The Bank of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

      ___________________, (the "TRANSFEROR") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

      2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
[THE TEMPORARY REGULATION S GLOBAL NOTE,]903(C)(3) THE REGULATION S GLOBAL NOTE
OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred


                                      B-1
<PAGE>

beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

      3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):

            (a)   / / such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b)   / / such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c)   / / such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act.

      4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a)   / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b)   / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

      (c)   / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the


                                      B-2
<PAGE>

restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                    _________________________________________
                                             [Insert Name of Transferor]



                                    By:______________________________________
                                     Name:
                                     Title:


      Dated:  _______________________






                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                  (a) / / a beneficial interest in the:

                      (i)  / / 144A Global Note (CUSIP _________), or

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

                  (b) / / a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a) / / a beneficial interest in the:

                      (i)    144A Global Note (CUSIP _________), or

                      (ii)   Regulation S Global Note (CUSIP _________), or

                      (iii)  Unrestricted Global Note (CUSIP _________); or

                  (b) / / a Restricted Definitive Note; or

                  (c) / / an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.





                                      B-4
<PAGE>

                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE

MacDermid, Incorporated
245 Freight Street
Waterbury, CT  06702-0671

[REGISTRAR ADDRESS BLOCK]

      Re:  9 1/8% Senior Subordinated Notes due 2011

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of [Closing Date] (the
"INDENTURE"), between MacDermid Incorporated, as issuer (the "COMPANY"), the
subsidiary guarantors listed on Schedule I to the Indenture, and The Bank of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

      __________________________, (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

      1.    EXCHANGE OF RESTRICTED  DEFINITIVE NOTES OR BENEFICIAL  INTERESTS
IN A RESTRICTED  GLOBAL NOTE FOR UNRESTRICTED  DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

      (a)   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (b)   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

      (c)   / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in


                                      C-1
<PAGE>

compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (d)   / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2.    EXCHANGE OF RESTRICTED  DEFINITIVE NOTES OR BENEFICIAL  INTERESTS
IN  RESTRICTED  GLOBAL NOTES FOR  RESTRICTED  DEFINITIVE  NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

      (a)   / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b)   / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                    __________________________________________
                                            [Insert Name of Transferor]


                                    By:_______________________________________
                                      Name:
                                      Title:



                                      C-2
<PAGE>



Dated:  ______________________




                                      C-3
<PAGE>


                                                                       EXHIBIT D


                         [FORM OF NOTATION OF GUARANTEE]

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the Indenture
dated as of [Closing Date] (the "INDENTURE") among the Company, the Guarantors
listed on Schedule I thereto and The Bank of New York, as trustee (the
"TRUSTEE"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; PROVIDED, HOWEVER, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                    [NAME OF GUARANTOR(S)]


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




                                      D-1
<PAGE>

                                                                       EXHIBIT E


                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

      SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
________________, among __________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of MacDermid, Incorporated (or its permitted successor), a
Connecticut corporation (the "COMPANY"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "INDENTURE"), dated as of [Closing Date] providing for the
initial issuance of an aggregate principal amount of $301,500,000 of 9 1/8%
Senior Subordinated Notes due 2011 (the "INITIAL NOTES") and additional notes
to be issued from time to time under the Indenture as part of the same series
of Initial Notes (the "ADDITIONAL NOTES" and, together with the Initial
Notes, the "NOTES");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "NOTE GUARANTEE"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

            (a) Along with all Guarantors named in the Indenture, to jointly and
      severally Guarantee to each Holder of a Note authenticated and delivered
      by the Trustee and to the Trustee and its successors and assigns, the
      Notes or the obligations of the Company hereunder or thereunder, that:

                  (i) the principal of and interest on the Notes will be
            promptly paid in full when due, whether at maturity, by
            acceleration, redemption or otherwise, and interest on the overdue
            principal of and interest on the Notes, if any, if lawful, and all
            other obligations of the Company to the Holders or the Trustee
            hereunder or thereunder will be promptly paid in full or performed,
            all in accordance with the terms hereof and thereof; and

                  (ii) in case of any extension of time of payment or renewal of
            any Notes or any of such other obligations, that same will be
            promptly paid in full when due or performed in accordance with the
            terms of the extension or renewal, whether at stated



                                      E-1
<PAGE>

            maturity, by acceleration or otherwise. Failing payment when due of
            any amount so guaranteed or any performance so guaranteed for
            whatever reason, the Guarantors shall be jointly and severally
            obligated to pay the same immediately.

            (b) The obligations hereunder shall be unconditional, irrespective
      of the validity, regularity or enforceability of the Notes or the
      Indenture, the absence of any action to enforce the same, any waiver or
      consent by any Holder of the Notes with respect to any provisions hereof
      or thereof, the recovery of any judgment against the Company, any action
      to enforce the same or any other circumstance which might otherwise
      constitute a legal or equitable discharge or defense of a guarantor.

            (c) The following is hereby waived: diligence, presentment, demand
      of payment, filing of claims with a court in the event of insolvency or
      bankruptcy of the Company, any right to require a proceeding first against
      the Company, protest, notice and all demands whatsoever.

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

            (e) If any Holder or the Trustee is required by any court or
      otherwise to return to the Company, the Guarantors, or any Custodian,
      Trustee, liquidator or other similar official acting in relation to either
      the Company or the Guarantors, any amount paid by either to the Trustee or
      such Holder, this Note Guarantee, to the extent theretofore discharged,
      shall be reinstated in full force and effect.

            (f) The Guaranteeing Subsidiary shall not be entitled to any right
      of subrogation in relation to the Holders in respect of any obligations
      guaranteed hereby until payment in full of all obligations guaranteed
      hereby.

            (g) As between the Guarantors, on the one hand, and the Holders and
      the Trustee, on the other hand, (x) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article 6 of the
      Indenture for the purposes of this Note Guarantee, notwithstanding any
      stay, injunction or other prohibition preventing such acceleration in
      respect of the obligations guaranteed hereby, and (y) in the event of any
      declaration of acceleration of such obligations as provided in Article 6
      of the Indenture, such obligations (whether or not due and payable) shall
      forthwith become due and payable by the Guarantors for the purpose of this
      Note Guarantee.

            (h) The Guarantors shall have the right to seek contribution from
      any non-paying Guarantor so long as the exercise of such right does not
      impair the rights of the Holders under the Guarantee.

            (i) Pursuant to Section 10.02 of the Indenture, after giving effect
      to any maximum amount and any other contingent and fixed liabilities that
      are relevant under any applicable Bankruptcy or fraudulent conveyance
      laws, and after giving effect to any collections from, rights to receive
      contribution from or payments made by or on behalf of any other Guarantor
      in respect of the obligations of such other Guarantor under Article 10 of
      the Indenture, this new Note Guarantee shall be limited to the maximum
      amount permissible such that the obligations of such Guarantor under this
      Note Guarantee will not constitute a fraudulent transfer or conveyance.


                                      E-2
<PAGE>

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

      4.    GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

            (a) The Guaranteeing Subsidiary may not consolidate with or merge
      with or into (whether or not such Guarantor is the surviving Person)
      another corporation, Person or entity whether or not affiliated with such
      Guarantor unless:

                  (i) subject to Sections 11.04 and 11.05 of the Indenture, the
            Person formed by or surviving any such consolidation or merger (if
            other than a Guarantor or the Company) unconditionally assumes all
            the obligations of such Guarantor, pursuant to a supplemental
            indenture in form and substance reasonably satisfactory to the
            Trustee, under the Notes, the Indenture and the Note Guarantee on
            the terms set forth herein or therein; and

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

            (b) In case of any such consolidation, merger, sale or conveyance
      and upon the assumption by the successor corporation, by supplemental
      indenture, executed and delivered to the Trustee and satisfactory in form
      to the Trustee, of the Note Guarantee endorsed upon the Notes and the due
      and punctual performance of all of the covenants and conditions of the
      Indenture to be performed by the Guarantor, such successor corporation
      shall succeed to and be substituted for the Guarantor with the same effect
      as if it had been named herein as a Guarantor. Such successor corporation
      thereupon may cause to be signed any or all of the Note Guarantees to be
      endorsed upon all of the Notes issuable hereunder which theretofore shall
      not have been signed by the Company and delivered to the Trustee. All the
      Note Guarantees so issued shall in all respects have the same legal rank
      and benefit under the Indenture as the Note Guarantees theretofore and
      thereafter issued in accordance with the terms of the Indenture as though
      all of such Note Guarantees had been issued at the date of the execution
      hereof.

            (c) Except as set forth in Articles 4 and 5 and Section 11.05 of
      Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
      above, nothing contained in the Indenture or in any of the Notes shall
      prevent any consolidation or merger of a Guarantor with or into the
      Company or another Guarantor, or shall prevent any sale or conveyance of
      the property of a Guarantor as an entirety or substantially as an entirety
      to the Company or another Guarantor.

      5.    RELEASES.

            (a) In the event of a sale or other disposition of all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale
      or other disposition of all to the capital stock of any Guarantor, in each
      case to a Person that is not (either before or after giving effect to such
      transaction) a Restricted Subsidiary of the Company, then such Guarantor
      (in the event of a sale or other disposition, by way of merger,
      consolidation or otherwise, of all of the capital stock of such Guarantor)
      or the corporation acquiring the property (in the event of a sale or other
      disposition of all or substantially all of the assets of such Guarantor)
      will be released and relieved of any obligations under its Note Guarantee;
      PROVIDED that the Net Proceeds of such sale or other disposition are
      applied in accordance with the applicable provisions of the Indenture,
      including without limitation Section 4.10 of the Indenture. Upon delivery
      by the Company to the Trustee of


                                      E-3
<PAGE>

      an Officers' Certificate and an Opinion of Counsel to the effect that such
      sale or other disposition was made by the Company in accordance with the
      provisions of the Indenture, including without limitation Section 4.10 of
      the Indenture, the Trustee shall execute any documents reasonably required
      in order to evidence the release of any Guarantor from its obligations
      under its Note Guarantee.

            (b) Any Guarantor not released from its obligations under its Note
      Guarantee shall remain liable for the full amount of principal of and
      interest on the Notes and for the other obligations of any Guarantor under
      the Indenture as provided in Article 11 of the Indenture.

      6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

      8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

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

      10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      E-4
<PAGE>


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

                                   SIGNATURES

Dated as of ______, 200_
                                    MACDERMID, INCORPORATED


                                    By: _______________________________________
                                        Name:
                                        Title:


Attest:


_________________________________
Name:
Title:


                                    EACH GUARANTOR LISTED ON SCHEDULE I HERETO


                                    By: _______________________________________
                                        Name:
                                        Title:


Attest:


_________________________________
Name:
Title:


                                    THE BANK OF NEW YORK


                                    By: _______________________________________
                                        Name:
                                        Title:


Attest:


_________________________________
Name:
Date:




                                      E-5
<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

      The following schedule lists each Guarantor under the Indenture as of the
Issue Date:

<TABLE>
<CAPTION>

Guarantor                                            State of Organization
---------                                            ---------------------

<S>                                                          <C>
MacDermid Tower, Inc.                                         DE
MacDermid Tartan, Inc.                                        DE
MacDermid Acumen, Inc.                                        DE
MacDermid Equipment, Incorporated                             CT
MacDermid South Atlantic, Incorporated                        DE
MacDermid Overseas Asia Limited                               DE
MacDermid Europe, Incorporated                                DE
MacDermid Delaware, Incorporated                              DE
MacDermid Investment Corp.                                    DE
MacDermid South America Incorporated                          DE
Specialty Polymers, Inc.                                      MA
Echo International, Inc.                                      DE
W. Canning Inc.                                               DE
W. Canning USA, LLC                                           DE
Dynacircuits, LLC                                             IL
Canning Gumm, LLC                                             DE
MacDermid-PTI, Inc.                                           DE
MacDermid Graphic Arts, Inc.                                  DE
Axcyl Inc.                                                    DE
Supratech Systems Inc.                                        DE
MacDermid Colorspan, Inc.                                     DE
NAPP Systems Inc.                                             IA
</TABLE>




                                      I-1