<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


                           RADNOR HOLDINGS CORPORATION
                                   as Issuer,

                           RADNOR CHEMICAL CORPORATION
                            RADNOR DELAWARE II, INC.
                        RADNOR MANAGEMENT DELAWARE, INC.
                             RADNOR MANAGEMENT, INC.
                            STYROCHEM DELAWARE, INC.
                         STYROCHEM EUROPE DELAWARE, INC.
                              STYROCHEM U.S., LTD.
                              STYROCHEM GP, L.L.C.
                              STYROCHEM LP, L.L.C.
                          WINCUP EUROPE DELAWARE, INC.
                                WINCUP GP, L.L.C.
                                WINCUP LP, L.L.C.
                               WINCUP TEXAS, LTD.
                              WINCUP HOLDINGS, INC.
                                  as Guarantors

                                       and

                                 WACHOVIA BANK,
                              NATIONAL ASSOCIATION
                                   as Trustee

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

                                    INDENTURE

                           Dated as of March 11, 2003

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

                                  $135,000,000

                            11% Senior Notes due 2010

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
<S>                                                                                      <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .....................   2

     Section 101.  Definitions ..........................................................   2
             "144A Global Security" .....................................................   2
             "Acquired Indebtedness" ....................................................   2
             "Affiliate" ................................................................   2
             "Amended Credit Agreement" .................................................   3
             "Applicable Procedures" ....................................................   4
             "Asset Sale" ...............................................................   4
             "Attributable Indebtedness" ................................................   4
             "Bankruptcy Law" ...........................................................   4
             "Board of Directors" .......................................................   5
             "Board Resolution" .........................................................   5
             "Borrowing Base" ...........................................................   5
             "Business Day" .............................................................   5
             "Canadian Credit Agreement" ................................................   5
             "Capital Expenditure Loans" ................................................   6
             "Capital Stock" ............................................................   6
             "Capitalized Lease Obligation" .............................................   7
             "Cash Equivalents" .........................................................   7
             "Change of Control" ........................................................   7
             "Clearstream" ..............................................................   8
             "Code" .....................................................................   8
             "Commission" ...............................................................   8
             "Company" ..................................................................   8
             "Company Request" or "Company Order" .......................................   8
             "Consolidated Indebtedness" ................................................   8
             "Consolidated Interest Expense" ............................................   8
             "Consolidated Net Income" ..................................................   9
             "Consolidated Net Worth" ...................................................   9
             "Controlled Subsidiary" ....................................................   9
             "Corporate Trust Office" ...................................................  10
             "Credit Agreements" ........................................................  10
             "Default" ..................................................................  10
             "Depositary" ...............................................................  10
             "Domestic Mortgages" .......................................................  10
             "Domestic Subsidiary" ......................................................  11
             "EBITDA" ...................................................................  11
             "Equity Interests" .........................................................  11
             "Euroclear" ................................................................  11
             "European Credit Agreements" ...............................................  11
             "Event of Default" .........................................................  12
             "Exchange Act" .............................................................  12
             "Exchange Notes" ...........................................................  12
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
             "Exchange Offer" ...........................................................  12
             "Exchange Offer Registration Statement" ....................................  12
             "Existing Indebtedness" ....................................................  12
             "Fair Market Value" ........................................................  12
             "Foreign Subsidiary" .......................................................  12
             "Foreign Subsidiary Borrowing Base" ........................................  12
             "GAAP" .....................................................................  13
             "Global Security Legend" ...................................................  13
             "Guarantee" ................................................................  13
             "Guarantor" ................................................................  13
             "Hedging Obligations" ......................................................  13
             "Holder" ...................................................................  13
             "incur" ....................................................................  13
             "Indebtedness" .............................................................  13
             "Indenture Obligations" ....................................................  14
             "Independent Director" .....................................................  15
             "Indirect Participation" ...................................................  15
             "Initial Purchasers" .......................................................  15
             "Initial Securities" .......................................................  15
             "Institutional Accredited Investor" ........................................  15
             "Interest Coverage Ratio" ..................................................  15
             "Interest Payment Date" ....................................................  16
             "Investment" ...............................................................  16
             "Issue Date" ...............................................................  16
             "Letter of Transmittal" ....................................................  16
             "Lien" .....................................................................  16
             "Maturity" .................................................................  16
             "Moody's" ..................................................................  17
             "Net Cash Proceeds" ........................................................  17
             "Net Income" ...............................................................  17
             "Net Proceeds" .............................................................  17
             "Non-U.S. Person" ..........................................................  17
             "Officers' Certificate" ....................................................  17
             "Opinion of Counsel" .......................................................  18
             "Opinion of Independent Counsel" ...........................................  18
             "Outstanding" ..............................................................  18
             "Participant" ..............................................................  19
             "Participating Broker-Dealer" ..............................................  19
             "Paying Agent" .............................................................  19
             "Permitted Holders" ........................................................  19
             "Permitted Indebtedness" ...................................................  19
             "Permitted Investment" .....................................................  21
             "Permitted Liens" ..........................................................  21
             "Person" ...................................................................  22
             "Predecessor Security" .....................................................  22
             "Preferred Stock" ..........................................................  22
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
             "Private Placement Legend" .................................................  22
             "Public Equity Offering" ...................................................  22
             "QIB" ......................................................................  23
             "Redeemable Stock" .........................................................  23
             "Redemption Date" ..........................................................  23
             "Redemption Price" .........................................................  23
             "Registration Rights Agreement" ............................................  23
             "Registration Statement" ...................................................  23
             "Regular Record Date" ......................................................  23
             "Regulation S" .............................................................  23
             "Regulation S Global Security" .............................................  23
             "Regulation S Permanent Global Security" ...................................  23
             "Regulation S Temporary Global Security" ...................................  23
             "Regulation S Temporary Global Security Legend" ............................  24
             "Resale Restriction Termination Date" ......................................  24
             "Responsible Officer" ......................................................  24
             "Restricted Global Security" ...............................................  24
             "Restricted Investment" ....................................................  24
             "Restricted Physical Security" .............................................  24
             "Restricted Subsidiary" ....................................................  24
             "Rule 144" .................................................................  24
             "Rule 144A" ................................................................  24
             "Rule 903" .................................................................  25
             "Rule 904" .................................................................  25
             "S&P" ......................................................................  25
             "Sale and Leaseback Transaction" ...........................................  25
             "Securities" ...............................................................  25
             "Securities Act" ...........................................................  25
             "Security Register" and "Security Registrar" ...............................  25
             "Senior Indebtedness" ......................................................  25
             "Shelf Registration Statement" .............................................  25
             "Special Record Date" ......................................................  25
             "Stated Maturity" ..........................................................  25
             "Subordinated Indebtedness" ................................................  25
             "Subsidiary" ...............................................................  25
             "Trust Indenture Act" ......................................................  26
             "Trustee" ..................................................................  26
             "Unrestricted Global Security" .............................................  26
             "Unrestricted Physical Security" ...........................................  26
             "Unrestricted Subsidiary" ..................................................  26
             "U.S. Person" ..............................................................  26
             "U.S. Government Obligations" ..............................................  26
             "Voting Stock" .............................................................  27
             "Wholly-Owned Restricted Subsidiary" .......................................  27
     Section 102.  Other Definitions ....................................................  27
     Section 103.  Compliance Certificates and Opinions .................................  28
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
     Section 104.  Form of Documents Delivered to Trustee ...............................  28
     Section 105.  Acts of Holders ......................................................  29
     Section 106.  Notices, etc., to Trustee, the Company and any Guarantor .............  30
     Section 107.  Notice to Holders; Waiver ............................................  31
     Section 108.  Conflict with Trust Indenture Act ....................................  31
     Section 109.  Effect of Headings and Table of Contents .............................  31
     Section 110.  Successors and Assigns ...............................................  32
     Section 111.  Separability Clause ..................................................  32
     Section 112.  Benefits of Indenture ................................................  32
     Section 113.  Governing Law ........................................................  32
     Section 114.  Legal Holidays .......................................................  32
     Section 115.  Schedules and Exhibits ...............................................  32
     Section 116.  Counterparts .........................................................  32
     Section 117.  Communication by Holders with Other Holders ..........................  33
     Section 118.  No Recourse Against Others ...........................................  33

ARTICLE TWO SECURITY FORMS ..............................................................  33

     Section 201.  Forms Generally ......................................................  33
     Section 202.  Restrictive Legends ..................................................  34
     Section 203.  Form of Face of Securities ...........................................  36
     Section 204.  Form of Reverse of Securities ........................................  39
     Section 205.  Form of Trustee's Certificate of Authentication ......................  43
     Section 206.  Form of Schedule of Exchanges in the Global Securities ...............  43
     Section 207.  Form of Guarantee of Each of the Guarantors ..........................  44

ARTICLE THREE THE SECURITIES ............................................................  47

     Section 301.  Title and Terms ......................................................  47
     Section 302.  Denominations ........................................................  48
     Section 303.  Execution, Authentication, Delivery and Dating .......................  49
     Section 304.  Temporary Securities .................................................  50
     Section 305.  Registration of Transfer and Exchange ................................  50
     Section 306.  Book-Entry Provisions for Global Securities ..........................  52
     Section 307.  Special Transfer Provisions ..........................................  53
     Section 308.  Mutilated, Destroyed, Lost and Stolen Securities .....................  64
     Section 309.  Payment of Interest; Interest Rights Preserved .......................  64
     Section 310.  Persons Deemed Owners ................................................  65
     Section 311.  Cancellation .........................................................  66
     Section 312.  Computation of Interest ..............................................  66
     Section 313.  Deposit of Moneys ....................................................  66
     Section 314.  CUSIP Number .........................................................  66

ARTICLE FOUR DEFEASANCE AND COVENANT DEFEASANCE .........................................  67

     Section 401.  Company's Option to Effect Defeasance or Covenant Defeasance .........  67
     Section 402.  Defeasance and Discharge .............................................  67
     Section 403.  Covenant Defeasance ..................................................  67
     Section 404.  Conditions to Defeasance or Covenant Defeasance ......................  68
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
     Section 405.  Deposited Money and U.S. Government Obligations to Be Held in
                   Trust; Other Miscellaneous Provisions ................................  70
     Section 406.  Reinstatement ........................................................  70
     Section 407.  Repayment of the Company .............................................  70

ARTICLE FIVE REMEDIES ...................................................................  71

     Section 501.  Events of Default ....................................................  71
     Section 502.  Acceleration .........................................................  73
     Section 503.  Other Remedies .......................................................  74
     Section 504.  Waiver of Past Defaults ..............................................  74
     Section 505.  Control by Majority ..................................................  75
     Section 506.  Limitation on Suits ..................................................  75
     Section 507.  Rights of Holders to Receive Payment .................................  75
     Section 508.  Collection Suit by Trustee ...........................................  75
     Section 509.  Trustee May File Proofs of Claim .....................................  76
     Section 510.  Priorities ...........................................................  77
     Section 511.  Undertaking for Costs ................................................  77
     Section 512.  Waiver of Stay, Extension or Usury Laws ..............................  77

ARTICLE SIX THE TRUSTEE .................................................................  78

     Section 601.  Notice of Defaults ...................................................  78
     Section 602.  Certain Rights of Trustee ............................................  78
     Section 603.  Trustee Not Responsible for Recitals, Dispositions of Securities or
                   Application of Proceeds Thereof ......................................  79
     Section 604.  Trustee and Agents May Hold Securities; Collections; etc .............  80
     Section 605.  Money Held in Trust ..................................................  80
     Section 606.  Compensation and Indemnification of Trustee and Its Prior Claim ......  80
     Section 607.  Conflicting Interests ................................................  81
     Section 608.  Corporate Trustee Required; Eligibility ..............................  81
     Section 609.  Resignation and Removal; Appointment of Successor Trustee ............  81
     Section 610.  Acceptance of Appointment by Successor ...............................  83
     Section 611.  Merger, Conversion, Consolidation or Succession to Business ..........  84
     Section 612.  Preferential Collection of Claims Against Company ....................  84
     Section 613.  Certain Duties and Responsibilities ..................................  84

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY .........................  85

     Section 701.  Company to Furnish Trustee Names and Addresses of Holders ............  85
     Section 702.  Disclosure of Names and Addresses of Holders .........................  85
     Section 703.  Reports by Trustee ...................................................  85
     Section 704.  Reports by Company and Guarantors ....................................  86
     Section 705.  Conference Calls with Investors ......................................  86

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ......................  87

     Section 801.  When the Company May Merge, Etc ......................................  87
     Section 802.  Successor Substituted ................................................  88
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
ARTICLE NINE SUPPLEMENTAL INDENTURES ....................................................  89

     Section 901.  Supplemental Indentures and Agreements without Consent of
                   Holders ..............................................................  89
     Section 902.  Supplemental Indentures and Agreements with Consent of Holders .......  90
     Section 903.  Execution of Supplemental Indentures and Agreements ..................  91
     Section 904.  Revocation Effect of Supplemental Indentures .........................  91
     Section 905.  Conformity with Trust Indenture Act ..................................  92
     Section 906.  Reference in Securities to Supplemental Indentures ...................  92

ARTICLE TEN COVENANTS ...................................................................  92

     Section 1001. Payment of Principal .................................................  92
     Section 1002. Maintenance of Office or Agency ......................................  92
     Section 1003. Compliance Certificate ...............................................  93
     Section 1004. Taxes ................................................................  93
     Section 1005. Limitations on Investments ...........................................  93
     Section 1006. Limitations on Restricted Payments ...................................  94
     Section 1007. Limitations on Payment Restrictions Affecting Restricted
                   Subsidiaries .........................................................  95
     Section 1008. Limitations on Indebtedness ..........................................  96
     Section 1009. Limitations on Asset Sales ...........................................  97
     Section 1010. Limitations on Sale and Leaseback Transactions .......................  98
     Section 1011. Limitations on Transactions With Affiliates ..........................  98
     Section 1012. Limitations on Liens .................................................  99
     Section 1013. Corporate Existence .................................................. 101
     Section 1014. Change of Control .................................................... 101
     Section 1015. Maintenance of Properties ............................................ 104
     Section 1016. Maintenance of Insurance ............................................. 104
     Section 1017. [Intentionally omitted] .............................................. 104
     Section 1018. Money for Security Payments to Be Held in Trust ...................... 104
     Section 1019. Subsidiary Guarantees ................................................ 106
     Section 1020. Limitations on Issuances and Sales of Capital Stock of Restricted
                   Subsidiaries ......................................................... 107

ARTICLE ELEVEN REDEMPTION OF SECURITIES ................................................. 107

     Section 1101. Rights of Redemption ................................................. 107
     Section 1102. Applicability of Article ............................................. 108
     Section 1103. Election to Redeem; Notice to Trustee ................................ 108
     Section 1104. Selection by Trustee of Securities to Be Redeemed .................... 108
     Section 1105. Notice of Redemption ................................................. 108
     Section 1106. Deposit of Redemption Price .......................................... 110
     Section 1107. Securities Payable on Redemption Date ................................ 110
     Section 1108. Securities Redeemed or Purchased in Part ............................. 110
     Section 1109. Asset Sale Offers .................................................... 111
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
ARTICLE TWELVE SATISFACTION AND DISCHARGE ............................................... 113

     Section 1201. Satisfaction and Discharge of Indenture .............................. 113
     Section 1202. Application of Trust Money ........................................... 114

ARTICLE THIRTEEN GUARANTEE .............................................................. 115

     Section 1301. Guarantors' Guarantee ................................................ 115
     Section 1302. Continuing Guarantee; No Right of Set-Off; Independent Obligation .... 115
     Section 1303. Guarantee Absolute ................................................... 116
     Section 1304. Right to Demand Full Performance ..................................... 118
     Section 1305. Waivers .............................................................. 118
     Section 1306. The Guarantors Remain Obligated in Event the Company Is No
                   Longer Obligated to Discharge Indenture Obligations .................. 119
     Section 1307. Fraudulent Conveyance; Subrogation ................................... 119
     Section 1308. Guarantee Is in Addition to Other Security ........................... 119
     Section 1309. Contribution ......................................................... 119
     Section 1310. No Bar to Further Actions ............................................ 120
     Section 1311. Failure to Exercise Rights Shall Not Operate as a Waiver ............. 120
     Section 1312. Trustee's Duties; Notice to Trustee .................................. 120
     Section 1313. Successors and Assigns ............................................... 120
     Section 1314. Release of Guarantee ................................................. 121
     Section 1315. Execution of Guarantee ............................................... 121
     Section 1316. Payment Permitted by Each of the Guarantors if No Default ............ 121
     Section 1317. Notice to Trustee by Each of the Guarantors .......................... 121
     Section 1318. Article Applicable to Paying Agents .................................. 122
     Section 1319. No Suspension of Remedies ............................................ 122
</TABLE>

Exhibit A    Transferee Letter of Representation
Exhibit B    Form of Certificate of Transfer
Exhibit C    Form of Certificate of Exchange

Schedule I   Existing Indebtedness

<PAGE>

          INDENTURE, dated as of March 11, 2003 among RADNOR HOLDINGS
CORPORATION, a Delaware corporation (the "Company"), RADNOR CHEMICAL
CORPORATION, a Delaware corporation, RADNOR DELAWARE II, INC., a Delaware
corporation, RADNOR MANAGEMENT DELAWARE, INC., a Delaware corporation, RADNOR
MANAGEMENT, INC., a Delaware corporation, STYROCHEM DELAWARE, INC., a Delaware
corporation, STYROCHEM EUROPE DELAWARE, INC., a Delaware corporation, STYROCHEM
U.S., LTD., a Texas limited partnership, STYROCHEM GP, L.L.C., a Delaware
limited liability company, STYROCHEM LP, L.L.C., a Delaware limited liability
company, WINCUP EUROPE DELAWARE, INC., a Delaware corporation, WINCUP GP,
L.L.C., a Delaware limited liability company, WINCUP LP, L.L.C., a Delaware
limited liability company, WINCUP TEXAS, LTD., a Texas limited partnership, and
WINCUP HOLDINGS, INC., a Delaware corporation (collectively, the "Guarantors"),
and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 11% Senior
Notes due 2010 (the "Securities"), of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture and the Securities;

          Each Guarantor has duly authorized the issuance of a guarantee (the
"Guarantees") of the Securities, of substantially the tenor hereinafter set
forth, and to provide therefor, each Guarantor has duly authorized the execution
and delivery of this Indenture and the Guarantee.

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

          All things necessary have been done to make (i) the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, (ii) the
Guarantees, when executed by each of the Guarantors and authenticated and
delivered hereunder, the valid obligation of each of the Guarantors and (iii)
this Indenture a valid agreement of the Company and each of the Guarantors in
accordance with the terms of this Indenture.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is covenanted and agreed, for the benefit
of each other and for the equal and proportionate benefit of the Holders of the
Securities issued under this Indenture, as follows:

<PAGE>

                                   ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS OF
                               GENERAL APPLICATION

          Section 101.  Definitions.

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

          (a)  the terms defined in this Article have the meanings assigned to
     them in this Article, and include the plural as well as the singular;

          (b)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

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

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

          (e)  all references to $, US$, dollars or United States dollars shall
     refer to the lawful currency of the United States of America.

          "144A Global Security" means the global security in the form set forth
in Article Two hereof bearing the Global Security Legend and the Private
Placement Legend, guaranteed by the Guarantors and deposited with 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 Securities sold in
reliance on Rule 144A.

          "Acquired Indebtedness" means, with respect to any specified Person,
Indebtedness of any other Person (the "Acquired Person") existing at the time
the Acquired Person merges with or into, or becomes a Subsidiary of, such
specified Person, including Indebtedness incurred in connection with, or in
contemplation of, the Acquired Person merging with or into, or becoming a
Subsidiary of, such specified Person.

          "Affiliate" means, with respect to any party, any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such party including any estate or trust under will of such party.
For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), 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, however, that

                                      -2-

<PAGE>

beneficial ownership of 5% or more of the voting securities of a Person shall be
deemed to be control.

          "Amended Credit Agreement" means the Fourth Amended and Restated
Revolving Credit, Term Loan and Security Agreement dated as of December 26, 2001
between WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
Ltd., Radnor Holdings Corporation, Radnor Delaware II, Inc., StyroChem Delaware,
Inc., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP,
L.L.C., WinCup LP, L.L.C. (collectively, the "Borrowers"), PNC Bank, National
Association and each of the other financial institutions which are and such
financial institutions which become a party thereto (collectively, the
"Lenders") and PNC Bank, National Association, as Lead Arranger and
Administrative Agent for the Lenders thereunder and Fleet Capital Corporation,
as Documentation Agent thereunder, as amended pursuant to the First Amendment to
Fourth Amended and Restated Revolving Credit and Security Agreement dated
February 4, 2002, the Letter Agreement dated as of March 21, 2002 among the
Borrowers, the Agent and the Lenders, and the Second Amendment to Fourth Amended
and Restated Revolving Credit and Security Agreement dated March 5, 2003,
initially providing for a revolving credit facility and term loan facility,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, as such Revolving Credit, Term Loan
and Security Agreement and/or related documents may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time whether
or not with the same agent, trustee, lenders or holders, and irrespective of any
changes in the terms and conditions thereof and irrespective of whether set
forth in one agreement or separate agreements. Without limiting the generality
of the foregoing, the term "Amended Credit Agreement" shall include agreements
in respect of interest swaps and Hedging Obligations with lenders (or Affiliates
thereof) party to the Amended Credit Agreement and shall also include any
amendment, amendment and restatement, renewal, extension, restructuring,
supplement or modification to the Amended Credit Agreement, and all refundings,
refinancings and replacements of the Amended Credit Agreement, including any
credit agreement:

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

          (2)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns;

          (3)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 1008 hereof;

          (4)  adding or removing collateral thereunder; or

          (5)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

                                      -3-

<PAGE>

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

          "Asset Sale" means, with respect to the Company or any Restricted
Subsidiary, the sale, lease, conveyance, transfer or other disposition
(including, without limitation, by way of merger or consolidation, and whether
by operation of law or otherwise) to any Person other than the Company or a
Wholly-Owned Restricted Subsidiary of any of the Company's or such Restricted
Subsidiary's assets (including, without limitation, (x) any sale or other
disposition of Equity Interests of any Restricted Subsidiary and (y) any sale or
other disposition of any non-cash consideration received by the Company or such
Restricted Subsidiary from any prior transaction or series of related
transactions that constituted an Asset Sale pursuant to the provisions of
Section 1009 hereof), whether owned on the Issue Date or subsequently acquired,
in one transaction or a series of related transactions; provided, however, that
the following shall not constitute Asset Sales: (i) transactions (other than
transactions described in clause (y) above) in any calendar year with aggregate
cash and/or Fair Market Value of any other consideration received (including,
without limitation, the unconditional assumption of Indebtedness) of less than
$1,000,000; (ii) a transaction or series of related transactions that results in
a Change of Control; (iii) any sale of assets of the Company and the Restricted
Subsidiaries or merger permitted under Article Eight hereof; (iv) any sale or
other disposition of inventory, property (whether real, personal or mixed) or
equipment that has become worn out, obsolete or damaged or otherwise unsuitable
or no longer needed for use in connection with the business of the Company or
any Restricted Subsidiary, as the case may be, in the good faith determination
of the Board of Directors; (v) any sale of inventory to customers in the
ordinary and customary course of business; (vi) any sale, lease, conveyance,
transfer or other disposition of properties or assets of the Company or any
Restricted Subsidiary permitted under Article Eight hereof; and (vii) any
Permitted Investment.

          "Attributable Indebtedness" means, with respect to any Sale and
Leaseback Transaction, as at the time of determination, the greater of (i) the
Fair Market Value of the property subject to such transaction and (ii) the
present value (discounted at a rate equivalent to the Company's then current
weighted average cost of funds for borrowed money, compounded on a semi-annual
basis) of the total net obligations of the lessee for rental payments during the
remaining term of the lease included in such arrangement (including any period
for which such lease has been extended). As used in the preceding sentence, the
"total net obligations of the lessee for rental payments" under any lease for
any such period means the sum of rental and other payments required to be paid
with respect to such period by the lessee thereunder excluding any amounts
required to be paid by such lessee on account of maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges. In the case of
any lease that is terminable by the lessee upon payment of a penalty, such net
amount of rent also includes the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

          "Bankruptcy Law" means chapter 11 of Title 11 of the United States
Code, as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency,

                                      -4-

<PAGE>

receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

          "Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of such Board.

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

          "Borrowing Base" means, as of any date, an amount equal to the sum of
(a) 85% of the net book value of the accounts receivable of the Company and its
Restricted Subsidiaries which are Domestic Subsidiaries as of such date, and (b)
60% of the net book value of the inventory owned by the Company and its
Restricted Subsidiaries which are Domestic Subsidiaries as of such date, all
calculated on a consolidated basis and in accordance with GAAP. To the extent
that information is not available as to the amount of accounts receivable or
inventory as of a specific date, the Company may utilize the most recent
available quarterly or annual financial report for purposes of calculating the
Borrowing Base.

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

          "Canadian Credit Agreement" means the Agreement Respecting a Term Loan
and Other Credit Facilities dated February 25, 1994 between StyroChem Canada,
Ltd., formerly known as StyroChem International, Ltd. and the Bank of Montreal,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, as such Agreement and/or related
documents has been or may be amended, restated, supplemented, renewed, replaced
or otherwise modified from time to time whether or not with the same agent,
trustee, lenders or holders, and irrespective of any changes in the terms and
conditions thereof and irrespective of whether set forth in one agreement or
separate agreements. Without limiting the generality of the foregoing, the term
"Canadian Credit Agreement" shall include agreements in respect of interest
swaps and Hedging Obligations with lenders (or Affiliates thereof) party to the
Canadian Credit Agreement and shall also include any amendment, amendment and
restatement, renewal, extension, restructuring, supplement or modification to
the Canadian Credit Agreement, and all refundings, refinancings and replacements
of the Canadian Credit Agreement, including any credit agreement:

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

          (2)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns;

                                      -5-

<PAGE>

          (3)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 1008 hereof;

          (4)  adding or removing collateral thereunder; or

          (5)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

          "Capital Expenditure Loans" means the capital expenditure loans
entered into by WinCup Holdings, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd.
and Radnor Management, Inc. and listed under the applicable caption on Schedule
I hereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as such Capital
Expenditure Loans and/or related documents have been or may be amended,
restated, supplemented, renewed, replaced or otherwise modified from time to
time whether or not with the same agent, trustee, lenders or holders, and
irrespective of any changes in the terms and conditions thereof and irrespective
of whether set forth in one agreement or separate agreements. Without limiting
the generality of the foregoing, the term "Capital Expenditure Loans" shall
include agreements in respect of interest swaps and Hedging Obligations with
lenders (or Affiliates thereof) party to any of the Capital Expenditure Loans
and shall also include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to the any of the Capital
Expenditure Loans, and all refundings, refinancings and replacements of any of
the Capital Expenditure Loans, including any credit agreement:

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

          (2)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns;

          (3)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 1008 hereof;

          (4)  adding or removing collateral thereunder; or

          (5)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

          "Capital Stock" means, with respect to any Person, any common stock,
preferred stock and any other capital stock of such Person and shares,
interests, participations or other ownership interest (however designated), of
any Person and any rights (other than debt securities convertible into, or
exchangeable for, capital stock), warrants or options to purchase any of the

                                      -6-

<PAGE>

foregoing, including (without limitation) each class of common stock and
preferred stock of such Person if such Person is a corporation and each general
and limited partnership interest of such Person if such Person is a partnership.

          "Capitalized Lease Obligation" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

          "Cash Equivalents" mean (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than 90 days from the date of acquisition, (ii) time deposits and certificates
of deposit with maturities of not more than 90 days from the date of
acquisition, of any commercial banking institution that is a member of the
Federal Reserve System having capital and surplus in excess of $500,000,000,
whose debt has a rating at the time of any such investment of at least "A-1" or
the equivalent thereof by Standard & Poor's Ratings Group or at least "P-1" or
the equivalent thereof by Moody's Investors Service, Inc., or any bank or
financial institution party to the Credit Agreements, (iii) fully secured
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clause (i) entered into with any bank or
financial institution meeting the qualifications specified in clause (ii) above,
(iv) commercial paper issued by the parent corporation of any commercial banking
institution that is a member of the Federal Reserve System having capital and
surplus in excess of $500,000,000 and commercial paper or master notes of
issuers, rated at the time of any such investment at least "A-1" or the
equivalent thereof by Standard & Poor's Ratings Group or at least "P-1" or the
equivalent thereof by Moody's Investors Service, Inc., or any bank or financial
institution party to the Credit Agreements, and in each case maturing within 270
days after the date of acquisition, (v) any money market deposit accounts issued
or offered by a domestic commercial bank having combined capital and surplus of
at least $500,000,000, and (vi) any shares in an open-end mutual fund organized
by a bank or financial institution having combined capital and surplus of at
least $500,000,000 investing solely in investments permitted by the foregoing
clauses (i), (ii) and (iv).

          "Change of Control" means the occurrence of any of the following
events: (i) any "person" or "group" (as such terms are used in Section 13(d) and
14(d) of the Exchange Act) other than Permitted Holders (as defined below), is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have beneficial ownership
of all shares that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the voting power of the total outstanding Voting
Stock of the Company voting as one class; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company (together with any new directors whose
election to such Board or whose nomination for election by the stockholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) for any reason
cease to constitute a majority of such Board of Directors

                                      -7-

<PAGE>

then in office; (iii) the Company consolidates with or merges with or into any
Person or conveys, transfers or leases all or substantially all of its assets to
any Person other than a wholly-owned Subsidiary (in one transaction or a series
of related transactions), or any corporation consolidates with or merges into or
with the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is changed into or exchanged for cash,
securities or other property, and as a result of such transaction any "person"
or "group," other than Permitted Holders, is or becomes the "beneficial owner"
(as described in clause (i) above) immediately after such transaction, directly
or indirectly, of more than 50% of the voting power of the total outstanding
Voting Stock of the surviving corporation voting as one class; or (iv) the
Company is liquidated or dissolved or adopts a plan of liquidation or
dissolution other than in a transaction that is permitted by Article Eight of
this Indenture.

          "Clearstream" means Clearstream Banking Societe Anonyme, Luxembourg,
or its successors.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

          "Company" means Radnor Holdings Corporation, a corporation
incorporated under the laws of Delaware, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chairman of the Board of
Directors, its President or a Vice President (regardless of vice presidential
designation), and by any one of its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

          "Consolidated Indebtedness" means the Indebtedness of the Company and
its consolidated Restricted Subsidiaries determined on a consolidated basis in
conformity with GAAP.

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
excluding amortization of any deferred financing fees, plus, to the extent not
included in such interest expense, (i) interest expense attributable to
Capitalized Lease Obligations, (ii) amortization of debt discount and debt
issuance cost, (iii) capitalized interest, (iv) non-cash interest expense, (v)
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, (vi) interest actually paid by the
Company or any such Restricted Subsidiary under any guarantee of Indebtedness or
other obligation of any other Person, (vii) net costs associated with Hedging
Obligations (including fees and amortization of discounts), (viii) Preferred
Stock dividends in respect of all Redeemable Stock of the Company held by
Persons other than the

                                      -8-

<PAGE>

Company or a Wholly-Owned Restricted Subsidiary and (ix) the cash contributions
to any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with loans incurred by such plan
or trust to purchase newly issued or treasury shares of the Capital Stock of the
Company.

          "Consolidated Net Income" means, for any period, and as to any Person,
the aggregate Net Income of such Person and its Subsidiaries (other than, in the
case of the Company, the Unrestricted Subsidiaries of the Company) for such
period determined on a consolidated basis in accordance with GAAP; provided that
(i) the Net Income of any Person that is not a Subsidiary of such Person but
that is consolidated with such Person or is accounted for by such Person by the
equity method of accounting shall be included only to the extent of the amount
of cash dividends or cash distributions actually paid to such Person or a
wholly-owned Subsidiary of such Person (other than, in the case of the Company,
the Unrestricted Subsidiaries of the Company), (ii) the Net Income of any Person
acquired by such Person or a Subsidiary of such Person in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded, (iii) the Net Income of any Subsidiary of such Person that is subject
to restrictions, direct or indirect, on the payment of dividends or the making
of distributions to such Person shall be excluded to the extent of such
restrictions, (iv) the Net Income of (A) any Unrestricted Subsidiary and (B) any
Subsidiary less than 80% of whose securities having the right (apart from the
right under special circumstances) to vote in the election of directors are
owned by the Company or its Wholly-Owned Restricted Subsidiaries shall be
included only to the extent of the amount of cash dividends or cash
distributions actually paid by such Subsidiary to the Company or a Wholly-Owned
Restricted Subsidiary of the Company, and (v) all gains (but not losses) that
are extraordinary or are either unusual or nonrecurring (including any gain
realized upon the termination of any employee pension benefit plan and any gain
from the sale or other disposition of assets other than in the ordinary course
of business or from the issuance or sale of any Equity Interests) shall be
excluded.

          "Consolidated Net Worth" means, for any Person, the total of the
amounts shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis without duplication in
accordance with GAAP, as of the end of the most recent fiscal quarter of such
Person ending at least 45 days prior to the taking of any action for the purpose
of which the determination is being made, as (i) the amount of Capital Stock
(other than Redeemable Stock) plus (ii) the amount of surplus and retained
earnings (or, in the case of a surplus or retained earnings deficit, minus the
amount of such deficit).

          "Controlled Subsidiary" means a Restricted Subsidiary (i) 80% or more
of the total Equity Interests or other ownership interests of which (other than
directors' qualifying shares or shares required to be held by foreign nationals,
in each case to the extent mandated by applicable law) is at the time owned by
the Company (directly or through one or more Controlled Subsidiaries of the
Company) and (ii) of which the Company possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies, whether
through the ownership of voting securities, by agreement or otherwise.

                                      -9-

<PAGE>

          "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at 123 South
Broad Street, 11th Floor, PA1249, Philadelphia, PA 19109.

          "Credit Agreements" means the Amended Credit Agreement, the Canadian
Credit Agreement, the European Credit Agreements and the agreements governing
the Domestic Mortgages and Capital Expenditure Loans.

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

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

          "Distribution Compliance Period" means the 40-day restricted period,
within the meaning of Regulation S, commencing on the Issue Date.

          "Domestic Mortgages" means, collectively, (i) the Loan Agreement dated
June 29, 1998 by and among WinCup Holdings, Inc., as borrower, Radnor Holdings
Corporation and StyroChem U.S., Ltd., as guarantors, and Bank of America, N.A.,
as lender and (ii) the Secured Promissory Note dated May 8, 2001 by WinCup
Holdings, Inc. for the benefit of Transamerica Occidental Life Insurance
Company, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as such Domestic
Mortgages and/or related documents have been or may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time whether
or not with the same agent, trustee, lenders or holders, and irrespective of any
changes in the terms and conditions thereof and irrespective of whether set
forth in one agreement or separate agreements. Without limiting the generality
of the foregoing, the term "Domestic Mortgages" shall include agreements in
respect of interest swaps and Hedging Obligations with lenders (or Affiliates
thereof) party to either of the Domestic Mortgages and shall also include any
amendment, amendment and restatement, renewal, extension, restructuring,
supplement or modification to either of the Domestic Mortgages, and all
refundings, refinancings and replacements of one or both of the Domestic
Mortgages, including any credit agreement:

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

          (2)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns;

          (3)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 1008 hereof;

                                      -10-

<PAGE>

          (4)  adding or removing collateral thereunder; or

          (5)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

          "Domestic Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that is not incorporated or organized in any
jurisdiction outside of the United States of America.

          "EBITDA" for any period means the Consolidated Net Income of the
Company and its Restricted Subsidiaries for such period, plus, without
duplication, the following to the extent included in calculating such
Consolidated Net Income: (i) Consolidated Interest Expense, (ii) consolidated
income tax expense and (iii) consolidated depreciation and amortization expense.

          "Equity Interests" means shares, interests, participations or other
equivalents (however designated) of 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 Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System.

          "European Credit Agreements" means, collectively, a Loan Agreement
dated March 9, 2001, an Overdraft Facility Agreement dated March 20, 2002 and an
Agreement of Finance Facility dated December 17, 2002, in each case, between
StyroChem Finland Oy and Nordea Bank Finland PLC, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, as such Agreements and/or related documents have been or
may be amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent, trustee, lenders or
holders, and irrespective of any changes in the terms and conditions thereof and
irrespective of whether set forth in one agreement or separate agreements.
Without limiting the generality of the foregoing, the term "European Credit
Agreements" shall include agreements in respect of interest swaps and Hedging
Obligations with lenders (or Affiliates thereof) party to any of the European
Credit Agreements and shall also include any amendment, amendment and
restatement, renewal, extension, restructuring, supplement or modification to
any of the European Credit Agreements, and all refundings, refinancings and
replacements of any of the European Credit Agreements, including any credit
agreement:

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

          (2)  adding or deleting borrowers or guarantors thereunder, so long as
borrowers and issuers include one or more of the Company and its Subsidiaries
and their respective successors and assigns;

                                      -11-

<PAGE>

          (3)  increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 1008 hereof;

          (4)  adding or removing collateral thereunder; or

          (5)  otherwise altering the terms and conditions thereof in a manner
not prohibited by the terms of this Indenture.

          "Event of Default" has the meaning specified in Article Five of this
Indenture.

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

          "Exchange Notes" means senior notes issued pursuant to any Exchange
Offer Registration Statement and guaranteed by the Guarantors.

          "Exchange Offer" means the offer which may be made by the Company
pursuant to the Registration Rights Agreement to exchange the Initial Securities
for the Exchange Notes.

          "Exchange Offer Registration Statement" means the registration
statement to be filed by the Company and the Guarantors with the Commission with
respect to an offer to exchange the Initial Securities for another series of
senior notes of the Company and guarantees by the Guarantors registered under
the Securities Act with terms identical in all material respects to those of the
Initial Securities.

          "Existing Indebtedness" means all Indebtedness (other than
Indebtedness outstanding pursuant to the Amended Credit Agreement) of the
Company or any Restricted Subsidiary existing on the Issue Date and listed on
"Schedule I" hereto.

          "Fair Market Value" means, with respect to any asset or property, the
price that could be negotiated in an arm's-length transaction, for cash, between
a willing seller and a willing buyer, neither of whom is under undue pressure or
compulsion to complete the transaction. Fair Market Value shall be determined by
a majority of the members of the Board of Directors, and a majority of the
disinterested members of such Board of Directors, if any, acting in good faith
and shall be evidenced by a duly and properly adopted resolution of the Board of
Directors.

          "Foreign Subsidiary" means, with respect to any Person, any Subsidiary
of such Person other than a Domestic Subsidiary of such Person.

          "Foreign Subsidiary Borrowing Base" means, as of any date, an amount
equal to the sum of (a) 85% of the net book value of the accounts receivable of
the Restricted Subsidiaries of the Company that are Foreign Subsidiaries as of
such date, and (b) 60% of the net book value of the inventory owned by the
Restricted Subsidiaries of the Company which are Foreign Subsidiaries as of such
date, all calculated on a consolidated basis and in accordance with GAAP. To the
extent that information is not available as to the amount of accounts

                                      -12-

<PAGE>

receivable or inventory as of a specific date, the Company may utilize the most
recent available quarterly or annual financial statements of such Subsidiaries
for purposes of calculating the Foreign Subsidiary Borrowing Base.

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

          "Global Security Legend" means the legend initially set forth on the
Securities in the form set forth in the second paragraph of Section 202 hereof.

          "Guarantee" means the guarantee by any Guarantor of the Company's
Indenture Obligations pursuant to a guarantee given in accordance with this
Indenture, including, without limitation, the Guarantees by the Guarantors
included in Article Thirteen of this Indenture and any Guarantee delivered
pursuant to Section 1019 hereof.

          "Guarantor" means the Subsidiaries listed as Guarantors in this
Indenture or any other guarantor of the Indenture Obligations.

          "Hedging Obligations" means the obligations of any Person or entity
pursuant to any swap or cap agreement, exchange agreement, collar agreement,
option, futures or forward hedging contract or other similar agreement or
arrangement designed to protect such Person or entity against fluctuations in
interest rates or foreign exchange rates or the price of raw materials and other
chemical products used or produced in the Company's business, as the case may
be.

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "incur" has the meaning ascribed in Section 1008 hereof; provided that
(a) with respect to any Indebtedness of any Restricted Subsidiary of the Company
that is owing to the Company or another Restricted Subsidiary, any disposition,
pledge or transfer of such Indebtedness to any Person (other than the Company or
a Wholly-Owned Restricted Subsidiary) shall be deemed to be an incurrence of
such Indebtedness and (b) with respect to any Indebtedness of the Company or a
Restricted Subsidiary that is owing to another Restricted Subsidiary, any
transaction pursuant to which a Wholly-Owned Restricted Subsidiary to which such
Indebtedness is owing ceases to be a Wholly-Owned Restricted Subsidiary shall be
deemed to be an incurrence of such Indebtedness, and provided, further that any
Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary shall be deemed to be incurred by such Restricted Subsidiary at the
time it becomes a Restricted Subsidiary. The term "incurrence" has a
corresponding meaning.

          "Indebtedness" of any Person means, without duplication, all
liabilities with respect to (i) indebtedness for money borrowed or that is
evidenced by a bond, debenture, note or

                                      -13-

<PAGE>

other similar instrument or agreement, but excluding trade accounts payable and
other accrued liabilities arising in the ordinary course of business; (ii)
reimbursement obligations, letters of credit and bankers' acceptances; (iii)
indebtedness with respect to Hedging Obligations; (iv) Capitalized Lease
Obligations; (v) indebtedness, secured or unsecured, created or arising in
connection with the acquisition or improvement of any property or asset or the
acquisition of any business; (vi) all indebtedness secured by any Lien upon
property owned by such Person and all indebtedness secured in the manner
specified in this clause even if such Person has not assumed or become liable
for the payment thereof; (vii) all indebtedness of such Person created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person or otherwise representing the
deferred and unpaid balance of the purchase price of any such property,
including all indebtedness created or arising in the manner specified in this
clause even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property; (viii) guarantees, direct or indirect, of any indebtedness of other
Persons referred to in clauses (i) through (vii) above, or of dividends or
leases, taxes or other obligations of other Persons, excluding any guarantee
arising out of the endorsement of negotiable instruments for collection in the
ordinary course of business; (ix) contingent obligations in respect of, or to
purchase or otherwise acquire or be responsible or liable for, through the
purchase of products or services, irrespective of whether such products are
delivered or such services are rendered, or otherwise, any such indebtedness
referred to in clauses (i) through (vii) above, (x) any obligation, contingent
or otherwise, arising under any surety, performance or maintenance bond; and
(xi) Redeemable Stock of the Company valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends;
which indebtedness, Capitalized Lease Obligation, guarantee or contingent or
other obligation such Person has directly or indirectly created, incurred,
assumed, guaranteed or otherwise become liable or responsible for, whether then
outstanding or thereafter created in the case of (i) through (x) above, to the
extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability on the balance sheet of such
Person in accordance with GAAP. For purposes of the foregoing definition, the
"maximum fixed repurchase price" of any Redeemable Stock that does not have a
fixed repurchase price will be calculated in accordance with the terms of such
Redeemable Stock as if such Redeemable Stock were purchased on any date or which
Indebtedness is required to be determined pursuant to the Indenture. As used
herein, Indebtedness with respect to any Hedging Obligation means, with respect
to any specified Person on any date, the net amount (if any) that would be
payable by such specified Person upon the liquidation, close-out or early
termination on such date of such Hedging Obligation. For purposes of the
foregoing, any settlement amount payable upon the liquidation, close-out or
early termination of a Hedging Obligation will be calculated by the Company in
good faith and in a commercially reasonable manner on the basis that such
liquidation, close-out or early termination results from an event of default or
other similar event with respect to such specified Person. Any reference in this
definition to indebtedness will be deemed to include any renewals, extensions
and refundings of any such indebtedness or any indebtedness issued in exchange
for such indebtedness.

          "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal, premium, if any, and interest when due and payable,
and all other amounts due or to become due under or in connection with this
Indenture (including, without limitation, all sums due to the

                                      -14-

<PAGE>

Trustee pursuant to Section 606 hereof), the Securities and the performance of
all other obligations to the Trustee and the Holders under this Indenture and
the Securities, according to the terms hereof and thereof.

          "Independent Director" means a director of the Company other than a
director (i) who (apart from being a director of the Company or any of its
Subsidiaries) is an employee, insider, associate or Affiliate of the Company or
any of its Subsidiaries or has held any such position during the previous year
or (ii) who is a director, an employee, insider, associate or Affiliate of
another party to the transaction in question.

          "Indirect Participation" means a person who holds a beneficial
interest in a Global Security through a Participant.

          "Initial Purchasers" means Deutsche Bank Securities Inc., UBS Warburg
LLC, Fleet Securities, Inc. and PNC Capital Markets, Inc.

          "Initial Securities" means the Securities issued on the Issue Date and
guaranteed by the Guarantors.

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

          "Interest Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters for which internal financial statements are
available prior to the date of such determination to (ii) Consolidated Interest
Expense for such four fiscal quarters of the Company and its Restricted
Subsidiaries; provided, however, that (A) if the Company or any Restricted
Subsidiary has incurred any Indebtedness since the beginning of such period that
remains outstanding or if the transaction giving rise to the need to calculate
the Interest Coverage Ratio is an incurrence of Indebtedness, or both, EBITDA
and Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such Indebtedness as if such Indebtedness
had been issued on the first day of such period and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such period, (B) if since the beginning of such period the Company or any
Restricted Subsidiary has made any Asset Sale, EBITDA for such period shall be
reduced by an amount equal to EBITDA (if positive), directly attributable to the
assets that are the subject of such Asset Sale for such period, or increased by
an amount equal to EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced by an
amount equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with any such sale or other disposition
for such period (or, if the Capital Stock of any Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale), (C) if since the beginning of such period the Company or any

                                      -15-

<PAGE>

Restricted Subsidiary (by merger or otherwise) has made an Investment in any
Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an
acquisition of assets, including any acquisition of assets occurring in
connection with a transaction causing a calculation to be made under the
Indenture, which constitutes all or substantially all of an operating unit of a
business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the incurrence of
any Indebtedness) as if such Investment or acquisition occurred on the first day
of such period and (D) in making such computation, Consolidated Interest Expense
attributable to any Indebtedness incurred under any revolving credit facility
shall be computed based on the average daily balance of such Indebtedness during
such period. 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 Consolidated Interest Expense 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.

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

          "Investment" means any direct or indirect advance, loan, other
extension of credit or capital contribution (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others) to, purchase or acquisition of Equity Interests, bonds, notes,
debentures or other securities of, or purchase or other acquisition of all or a
substantial part of the business, Equity Interests or other evidence of
beneficial ownership of, or any other investment in or guarantee of any
Indebtedness (other than guarantees of Indebtedness of the Company or any
Restricted Subsidiary permitted by Section 1008 hereof) of, any Person or any
other item that would be classified as an investment on a balance sheet prepared
in accordance with GAAP. Investments do not include advances to customers and
suppliers in the ordinary and customary course of business and on commercially
reasonable terms.

          "Issue Date" means the date of first issuance of the Initial
Securities under this Indenture.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Securities for use by such Holders
in connection with the Exchange Offer.

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

          "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein provided
or as provided in this

                                      -16-

<PAGE>

Indenture, whether at Stated Maturity, the Asset Sale Purchase Date, the Change
of Control Payment Date, or, subject to the satisfaction of any conditions in
the applicable notice of redemption, the Redemption Date and whether by
declaration of acceleration, Change of Control, call for redemption or
otherwise.

          "Moody's" means Moody's Investors Service, Inc. or any successor
rating agency.

          "Net Cash Proceeds" means, with respect to any issuance or sale of
Equity Interests or debt securities that have been converted into or exchanged
for Equity Interests, as referred to under Section 1006 hereof, the proceeds of
such issuance or sale in the form of cash or cash equivalents, net of attorneys'
fees, accountants' fees and brokerage, consultation, underwriting and other fees
and expenses actually incurred in connection with such issuance or sale and net
of taxes paid or payable as a result thereof.

          "Net Income" of any Person, for any period, means the net income
(loss) of such Person and its Subsidiaries (other than, in the case of the
Company, its Unrestricted Subsidiaries) determined in accordance with GAAP.

          "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, the proceeds of insurance paid on account of the
loss of or damage to any property, or compensation or other proceeds for any
property taken by condemnation, eminent domain or similar proceedings, and any
non-cash consideration received by the Company or any Restricted Subsidiary from
any Asset Sale that is converted into or sold or otherwise disposed of for cash
within 90 days after the relevant Asset Sale), net of (i) the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees and sales commissions), (ii) any taxes paid or
payable as a result thereof, (iii) all amounts required to be applied to the
repayment of, or representing the amount of permanent reductions in the
commitments relating to, Indebtedness secured by a Lien on the asset or assets
the subject of such Asset Sale which Lien is permitted pursuant to the terms of
the Indenture, (iv) any reserve for adjustment in respect of the sale price of
such asset or assets required by GAAP, and (v) all distributions and other
payments required to be made (including any amounts held pending distribution)
to minority interest holders in Subsidiaries or joint ventures as a result of
such Asset Sale. The amount of any Net Proceeds other than cash shall be the
Fair Market Value thereof as determined in good faith by the Board of Directors
of the Company. The amount of any taxes required to be accrued as a liability
under GAAP as a consequence of an Asset Sale shall be the amount thereof as
determined in good faith by the Board of Directors of the Company.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Vice Chairman, the President or a Vice President (regardless of vice
presidential designation), and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company or any Guarantor, as the
case may be, and delivered to the Trustee.

                                      -17-

<PAGE>

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, any of the Guarantors or the Trustee, unless an Opinion
of Independent Counsel is required pursuant to the terms of this Indenture, and
who shall be reasonably acceptable to the Trustee.

          "Opinion of Independent Counsel" means a written opinion of counsel
issued by someone who is not an employee or consultant of the Company or any
Guarantor and who shall be reasonably acceptable to the Trustee.

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

          (a)  Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;

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

          (c)  Securities, except to the extent provided in Sections 402 and 403
     hereof, with respect to which the Company has effected defeasance or
     covenant defeasance as provided in Article Four; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor, or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company,
any Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.

                                      -18-

<PAGE>

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

          "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

          "Paying Agent" means any person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company.

          "Permitted Holders" means (i) Michael T. Kennedy; (ii) the spouse and
children or grandchildren (including children or grandchildren by adoption) of
Michael T. Kennedy; (iii) any controlled Affiliate of any of the foregoing; (iv)
in the event of the incompetence or death of any of the Persons described in
clause (i) and (ii), such Person's estate, executor, administrator, committee or
other personal representative, in each case who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly, Capital
Stock of the Company; or (v) any trusts created for the benefit of the Persons
described in clause (i), (ii), or (iv) or any trust for the benefit of any such
trust.

          "Permitted Indebtedness" means, collectively, the following:

          (a)  Indebtedness of the Company evidenced by the Securities and
     Indebtedness of any Guarantor evidenced by the Guarantees;

          (b)  Indebtedness of the Company evidenced by the Exchange Notes and
     Indebtedness of any Guarantor evidenced by the guarantees with respect to
     the Exchange Notes;

          (c)  Indebtedness of the Company or any Restricted Subsidiary
     constituting Existing Indebtedness and any extension, deferral, renewal,
     refinancing or refunding thereof;

          (d)  Indebtedness of the Company or any Restricted Subsidiary incurred
     under the Amended Credit Agreement in an aggregate principal amount at any
     one time outstanding not to exceed the greater of (x) $90,000,000 and (y)
     the sum of $45,000,000 and the Borrowing Base at the time such Indebtedness
     was incurred, or any refinancing, refunding, deferral, renewal or extension
     thereof not in excess of such amount;

          (e)  Indebtedness of any Restricted Subsidiary that is a Foreign
     Subsidiary in an aggregate principal amount at any one time outstanding not
     to exceed the greater of (x) $10,000,000 (or the equivalent amount thereof,
     at the time of incurrence, in other foreign currencies) and (y) the Foreign
     Subsidiary Borrowing Base at the time such Indebtedness was incurred, or
     any refinancing, refunding, deferral, renewal or extension thereof not in
     excess of such amount;

                                      -19-

<PAGE>

          (f)  Capitalized Lease Obligations of the Company or any Restricted
     Subsidiary and Indebtedness of the Company or any Restricted Subsidiary
     secured by Liens that secure the payment of all or part of the purchase
     price of assets or property acquired or constructed in the ordinary course
     of business after the Issue Date or any refinancing, refunding, deferral,
     renewal or extension thereof; provided, however, that the aggregate
     principal amount of such Capitalized Lease Obligations plus such
     Indebtedness of the Company and all of the Restricted Subsidiaries does not
     exceed $5,000,000 outstanding at any time;

          (g)  Indebtedness of the Company to any Restricted Subsidiary or of
     any Restricted Subsidiary to the Company or another Restricted Subsidiary
     (but only so long as such Indebtedness is held by the Company or a
     Restricted Subsidiary);

          (h)  Indebtedness in respect of Hedging Obligations; provided,
     however, that the notional principal amount of any such Hedging Obligation
     does not exceed the principal amount of the Indebtedness to which such
     Hedging Obligation relates;

          (i)  Indebtedness represented by performance, completion, guarantee,
     surety and similar bonds provided by the Company or any Restricted
     Subsidiary in the ordinary course of business;

          (j)  In addition to any Indebtedness otherwise permitted to be
     incurred under the provisions of this Indenture, up to $25,000,000
     aggregate principal amount of Indebtedness at any one time outstanding;

          (k)  Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities, or obligations in respect of
     earnouts or purchase price adjustments, in connection with the acquisition
     or disposition of assets permitted under the Indenture;

          (l)  Indebtedness of the Company or any Restricted Subsidiary with
     respect to (i) letters of credit securing obligations under or relating to
     (x) insurance contracts entered into in the ordinary course of business,
     (y) expenses under leases pursuant to which the Company or any Restricted
     Subsidiary is lessee or (z) self-insurance in respect of worker
     compensation, or (ii) other letters of credit issued, or relating to
     liabilities or obligations incurred, in the ordinary course of business;
     and

          (m)  Any refinancing, refunding, deferral, renewal or extension (each,
     a "Refinancing") of any Indebtedness of the Company or any Restricted
     Subsidiary permitted by the initial paragraph of Section 1008 (the
     "Refinancing Indebtedness"); provided, however, that (x) such Refinancing
     does not increase the total Consolidated Indebtedness of the Company and
     its Restricted Subsidiaries outstanding at the time of such Refinancing to
     an amount greater than the larger of (i) the aggregate amount of such
     Indebtedness outstanding at the time of such Refinancing and (ii) the
     aggregate amount of such Indebtedness outstanding on the Issue Date, (y)
     the Refinancing Indebtedness does not provide for any mandatory redemption,
     amortization or sinking fund

                                      -20-

<PAGE>

     requirement in an amount greater than or at a time prior to the amounts and
     times specified in the Indebtedness being refinanced, refunded, deferred,
     renewed or extended and (z) if the Indebtedness being refinanced, refunded,
     deferred, renewed or extended is subordinated to the Securities, the
     Refinancing Indebtedness incurred to refinance, refund, defer, renew or
     extend such Indebtedness is subordinated in right of payment to the
     Securities on terms at least as favorable to the Holders as those contained
     in the documentation governing the Indebtedness being so refinanced,
     refunded, deferred, renewed or extended.

          "Permitted Investment" means (i) any Investment in Cash Equivalents,
(ii) any Investment in the Company, (iii) Investments in existence on the Issue
Date, (iv) intercompany notes permitted under clause (g) of the definition of
"Permitted Indebtedness" in this Section 101, (v) Investments in any Controlled
Subsidiary or any Guarantor, or any Person that, as a result of such Investment,
becomes a Controlled Subsidiary or a Guarantor, and (vi) other Investments that,
when taken together with all other Investments made pursuant to this clause
(vi), do not at one time outstanding exceed $10,000,000 (with the Fair Market
Value of each Investment being measured at the time such Investment is made and
without giving effect to subsequent changes in value).

          "Permitted Liens" means as of any particular time, any one or more of
the following:

          (a)  Liens for taxes, rates and assessments not yet past due or, if
     past due, the validity of which is being contested in good faith by the
     Company or any Restricted Subsidiary by appropriate proceedings promptly
     instituted and diligently conducted and against which the Company has
     established appropriate reserves in accordance with GAAP;

          (b)  the Lien of any judgment rendered that is being contested in good
     faith by the Company or any Restricted Subsidiary by appropriate
     proceedings promptly instituted and diligently conducted and against which
     the Company has established appropriate reserves in accordance with GAAP
     and that does not have a material adverse effect on the ability of the
     Company and its Restricted Subsidiaries to operate their business or
     operations;

          (c)  other than in connection with Indebtedness, any Lien arising in
     the ordinary course of business (i) to secure payments of workers'
     compensation, unemployment insurance, pension or other social security or
     retirement benefits, or to secure the performance of bids, tenders, leases,
     progress payments, contracts (other than for the payment of money) or to
     secure public or statutory obligations of the Company, or any Restricted
     Subsidiary, or to secure surety or appeal bonds to which the Company or any
     Restricted Subsidiary is a party, (ii) imposed by law dealing with
     materialmen's, mechanics', workmen's repairmen's, warehousemen's,
     landlords', vendors' or carriers' Liens created by law, or deposits or
     pledges that are not yet due or, if due, the validity of which is being
     contested in good faith by the Company or any Restricted Subsidiaries by
     appropriate proceedings promptly instituted and diligently conducted and
     against which

                                      -21-

<PAGE>

     the Company has established appropriate reserves in accordance with GAAP,
     (iii) rights of financial institutions to setoff and chargeback arising by
     operation of law, and (iv) similar Liens;

          (d)  servitudes, licenses, easements, encumbrances, restrictions,
     rights-of-way and rights in the nature of easements or similar charges that
     shall not in the aggregate materially adversely impair the use of the
     subject property by the Company or a Restricted Subsidiary;

          (e)  zoning and building by-laws and ordinances, municipal bylaws and
     regulations, and restrictive covenants, which do not materially interfere
     with the use of the subject property by the Company or a Restricted
     Subsidiary as such property is used as of the Issue Date; and

          (f)  any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), as a whole
     or in part, of any of the Liens referred to in clauses (a) through (e) of
     this definition or the Indebtedness secured thereby; provided that (i) such
     extension, renewal, substitution or replacement Lien is limited to that
     portion of the property or assets, now owned or hereafter acquired, that
     secured the Lien prior to such extension, renewal, substitution or
     replacement Lien and (ii) the Indebtedness secured by such Lien (assuming
     all available amounts were borrowed) at such time is not increased to an
     amount greater than the amount originally secured by such Lien.

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

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

          "Preferred Stock", as applied to the Equity Interests of any
corporation, means stock of any class or classes (however designated) that is
preferred over shares of stock of any other class of such corporation as to the
distribution of assets on any voluntary or involuntary liquidation or
dissolution of such corporation or as to dividends.

          "Private Placement Legend" means the legend initially set forth on the
Securities in the form set forth in the first paragraph of Section 202 hereof.

          "Public Equity Offering" means an underwritten public offering of
newly issued shares of common stock of the Company pursuant to an effective
registration statement under the Securities Act, on a primary basis (whether
alone or in conjunction with any secondary public offering).

                                      -22-

<PAGE>

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

          "Redeemable Stock" means any Equity Interest that by its terms or
otherwise (i) is required to be redeemed prior to the maturity of the
Securities, (ii) matures or is redeemable, in whole or in part, at the option of
the Company, any Subsidiary or the holder thereof or pursuant to a mandatory
sinking fund at any time prior to the maturity of the Securities, or (iii) is
convertible into or exchangeable for debt securities that provide for any
scheduled payment of principal prior to the maturity of the Securities at the
option of the issuer at any time prior to the maturity of the Securities, until
the right to so convert or exchange is irrevocably relinquished.

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

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

          "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated as of March 11, 2003, by and among the Company, the
Guarantors and the Initial Purchasers, as the same may be modified and
supplemented and in effect from time to time.

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

          "Regular Record Date" for the interest payable on any Interest Payment
Date means the March 1 and September 1 (whether or not a Business Day) next
preceding such Interest Payment Date.

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

          "Regulation S Global Security" means a Regulation S Temporary Global
Security or Regulation S Permanent Global Security, as appropriate.

          "Regulation S Permanent Global Security" means a permanent global
security in the form set forth in Article Two hereof bearing the Global Security
Legend, guaranteed by the Guarantors 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 Regulation S
Temporary Global Security upon expiration of the Distribution Compliance Period.

          "Regulation S Temporary Global Security" means a temporary global
security in the form set forth in Article Two hereof bearing the Private
Placement Legend, the Global Security Legend and the Regulation S Temporary
Global Security Legend and deposited with

                                      -23-

<PAGE>

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 Securities
sold in reliance on Rule 903 of Regulation S.

          "Regulation S Temporary Global Security Legend" means the legend set
forth on the Regulation S Temporary Global Securities in the form set forth in
the third paragraph of Section 202 hereof.

          "Resale Restriction Termination Date" means the date which is two
years after the later of the date of original issue of the Securities and the
last date on which the Company or any Affiliate of the Company was the owner of
such Securities (or any predecessor thereto).

          "Responsible Officer" when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office or the agent of the Trustee
appointed hereunder, including any vice president, assistant vice president,
assistant secretary, or any other officer or assistant officer of the Trustee or
the agent of the Trustee appointed hereunder to whom any corporate trust matter
is referred because of his or her knowledge of and familiarity with the
particular subject.

          "Restricted Global Security" means a Global Security bearing the
Private Placement Legend and guaranteed by the Guarantors.

          "Restricted Investment" means any Investment other than a Permitted
Investment.

          "Restricted Physical Security" means a Physical Security bearing the
Private Placement Legend and guaranteed by the Guarantors.

          "Restricted Subsidiary" means (i) any Guarantor, (ii) any Subsidiary
of the Company in existence on the Issue Date to which any line of business or
division (and the assets associated therewith) of any Guarantor are transferred
after the Issue Date, (iii) any Subsidiary of the Company organized or acquired
after the Issue Date, unless such Subsidiary has been designated as an
Unrestricted Subsidiary by a resolution of the Board of Directors as provided in
the definition of "Unrestricted Subsidiary" and (iv) any Unrestricted Subsidiary
that is designated as a Restricted Subsidiary by the Board of Directors;
provided, that, immediately after giving effect to any such designation (A) no
Default of Event of Default has occurred and is continuing and (B) in the case
of any designation referred to in clause (iii) or (iv) hereof, the Company could
incur at least $1.00 of Indebtedness pursuant to the covenant described in the
initial paragraph under Section 1008 hereof, on a pro forma basis taking into
account such designation. The Company shall evidence any such designation to the
Trustee by promptly filing with the Trustee an officer's certificate certifying
that such designation has been made and complies with the requirements of the
immediately preceding sentence. Notwithstanding any provision of this Indenture
to the contrary, each Guarantor shall be a Restricted Subsidiary.

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

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

                                      -24-

<PAGE>

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

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

          "S&P" means Standard & Poor's Ratings Group or any successor rating
agency.

          "Sale and Leaseback Transaction" with respect to any Person, means any
arrangement with another Person for the leasing of any real or tangible personal
property, which property has been or is to be sold or transferred by such Person
to such other Person in contemplation of such leasing.

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

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

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

          "Senior Indebtedness" means Indebtedness of any Person that is not
Subordinated Indebtedness.

          "Shelf Registration Statement" means any registration statement filed
by the Company and the Guarantors with the Commission pursuant to the
Registration Rights Agreement, other than an Exchange Offer Registration
Statement.

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

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

          "Subordinated Indebtedness" means Indebtedness of the Company, any
Guarantor or any other Person that expressly provides that such Indebtedness is
junior or subordinated in right of payment to the Securities or any Guarantee,
as the case may be.

          "Subsidiary" means, with respect to the Company, (i) any corporation
of which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors, under ordinary circumstances,
is at the time owned, directly or indirectly, by the Company, by the Company and
one or more of its Subsidiaries or by one or more of the

                                      -25-

<PAGE>

Company's Subsidiaries or (ii) any other Person or entity of which at least a
majority of voting interest, under ordinary circumstances, is at the time owned,
directly or indirectly, by the Company, by the Company and one or more of its
Subsidiaries or by one or more of the Company's Subsidiaries.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

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

          "Unrestricted Global Security" means a permanent global security as
set forth in Article Two hereof attached hereto that bears the Global Security
Legend and that has the "Schedule of Exchanges of Interests in the Global
Security" attached thereto, and that are guaranteed by the Guarantors and is
deposited with or on behalf of and registered in the name of the Depositary,
representing a series of Physical Securities that do not bear the Private
Placement Legend.

          "Unrestricted Physical Security" means one or more Physical Securities
that are guaranteed by the Guarantors and do not bear and are not required to
bear the Private Placement Legend.

          "Unrestricted Subsidiary" means, until such time as it may be
designated as a Restricted Subsidiary by the Board of Directors as provided in
and in compliance with the definition of "Restricted Subsidiary," (i) any
Subsidiary of the Company organized or acquired after the Issue Date designated
as an Unrestricted Subsidiary by the Board of Directors in which all investments
by the Company or any Restricted Subsidiary are made only from funds available
for the making of Permitted Investments or Restricted Payments as described
under Section 1006 hereof and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Equity Interests of, or owns, or holds any Lien
upon, any property of, any Subsidiary of the Company that is not a Subsidiary of
such Subsidiary to be so designated; provided that each Subsidiary to be so
designated and each of its Subsidiaries has not, at the time of designation, and
does not thereafter, directly or indirectly, incur any Indebtedness pursuant to
which the lender has recourse to any of the assets of the Company or any of its
Restricted Subsidiaries. The Company shall evidence any such designation by
promptly filing with the Trustee an officers' certificate certifying that such
designation has been made and complies with the requirements of the immediately
preceding sentence.

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

          "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality

                                      -26-

<PAGE>

of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case under clause (i) or (ii) above, are not callable
or redeemable at the option of the issuer thereof.

          "Voting Stock" of any Person means Capital Stock of such Person that
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

          "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary all
of the Capital Stock of which (other than Capital Stock constituting directors'
qualifying shares or shares required to be held by foreign nationals, in each
case to the extent mandated by applicable law) is owned by the Company or one or
more Wholly-Owned Restricted Subsidiaries or by the Company and one or more
Wholly-Owned Restricted Subsidiaries.

          Section 102.  Other Definitions.

                                                                 Defined in
     Term                                                         Section
     ----                                                        ----------

     "Act"                                                              105
     "Adjusted Net Assets"                                             1309
     "Agent Members"                                                    306
     "Asset Sale Offer"                                                1009
     "Asset Sale Offer Amount"                                         1109
     "Asset Sale Offer Period"                                         1109
     "Asset Sale Purchase Date"                                        1109
     "Asset Sale Purchase Price"                                       1009
     "Change of Control Date"                                          1014
     "Change of Control Offer"                                         1014
     "Change of Control Payment Date"                                  1014
     "Change of Control Purchase Price"                                1014
     "Commencement Date"                                               1109
     "Computation Date"                                                1006
     "Computation Period"                                              1006
     "covenant defeasance"                                              403
     "Defaulted Interest"                                               309
     "Defeasance"                                                       402
     "Defeasance Redemption Date"                                       404
     "Defeased Securities"                                              401
     "Excess Proceeds"                                                 1009
     "Funding Guarantor"                                               1309
     "Physical Securities"                                              201
     "Global Securities"                                                201
     "Registration Default"                                             203
     "Required Filing Date"                                             704
     "Refinancing"                                                     101*

                                      -27-

<PAGE>

     "Refinancing Indebtedness"                                        101*
     "Restricted Payment"                                              1006

_______________
*    See "Permitted Indebtedness", paragraph (k).

          Section 103.  Compliance Certificates and Opinions.

          Upon any application or request by the Company or any Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company,
any Guarantor and any other obligor on the Securities shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenants compliance with which
constitutes a condition precedent) relating to the proposed action have been
complied with, an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent, if any, have been complied with, except that, in
the case of any such application or request as to which the furnishing of such
documents, certificates and/or opinions is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

          Every certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

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

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

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

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

          Section 104.  Form of Documents Delivered to Trustee.

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

                                      -28-

<PAGE>

          Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor of the Securities may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company, any Guarantor or other obligor of the
Securities stating that the information with respect to such factual matters is
in the possession of the Company, any Guarantor or other obligor of the
Securities, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous. Opinions of Counsel
required to be delivered to the Trustee may have qualifications customary for
opinions of the type required and counsel delivering such Opinions of Counsel
may rely on certificates of the Company or government or other officials
customary for opinions of the type required, including certificates certifying
as to matters of fact, including that various financial covenants have been
complied with.

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

          Section 105.  Acts of Holders.

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

          (b)  The ownership of Securities shall be proved by the Register.

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

                                      -29-

<PAGE>

          (d)  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such solicitation is completed.

          In the absence of any such record date fixed by the Company,
regardless as to whether a solicitation of the Holders is occurring on behalf of
the Company or any Holder, the Trustee may, at its option, fix in advance a
record date for the determination of such Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Trustee shall have no obligation to do so. Any such record date shall be a date
not more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than a date such solicitation is completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of Securities then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; provided
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

          Section 106.  Notices, etc., to Trustee, the Company and any
Guarantor.

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

          (a)  the Trustee by any Holder or by the Company or any Guarantor or
     any other obligor of the Securities shall be sufficient for every purpose
     hereunder if in writing (including telecopy, with respect to the Company or
     any Guarantor only) and mailed, first-class postage prepaid, telecopied,
     hand delivered, or delivered by recognized overnight courier, to or with
     the Trustee at Wachovia Bank, National Association, 123 South Broad Street,
     11th Floor, PA1249, Philadelphia, Pennsylvania 19109, Attention: Corporate
     Trust Administration or at any other address previously furnished in
     writing to the Holders, the Company, any Guarantor or any other obligor of
     the Securities by the Trustee; or

                                      -30-

<PAGE>

          (b)  the Company or any Guarantor shall be sufficient for every
     purpose hereunder if in writing (including telecopy) and mailed,
     first-class postage prepaid, telecopied, hand delivered, or delivered by
     recognized overnight courier, to the Company or such Guarantor addressed to
     it at Three Radnor Corporate Center, Suite 300, Radnor, Pennsylvania 19087,
     Attention: Treasurer, telecopy: (610) 995-2697 or at any other address
     previously furnished in writing to the Trustee by the Company or such
     Guarantor.

          Section 107.  Notice to Holders; Waiver.

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

          In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

          Section 108.  Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

          Section 109.  Effect of Headings and Table of Contents.

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

                                      -31-

<PAGE>

          Section 110.  Successors and Assigns.

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

          Section 111.  Separability Clause.

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

          Section 112.  Benefits of Indenture.

          Nothing in this Indenture or in the Securities or the Guarantees,
express or implied, shall give to any Person (other than the parties hereto and
their successors hereunder, any Paying Agent and the Holders) any benefit or any
legal or equitable right, remedy or claim under this Indenture.

          Section 113.  Governing Law.

          This Indenture and the Securities and the Guarantees shall be governed
by, and construed in accordance with, the laws of the State of New York.

          Section 114.  Legal Holidays.

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

          Section 115.  Schedules and Exhibits.

          All schedules and exhibits attached hereto are by this reference made
a part hereof with the same effect as if herein set forth in full.

          Section 116.  Counterparts.

          This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.

                                      -32-

<PAGE>

          Section 117.  Communication by Holders with Other Holders.

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

          Section 118.  No Recourse Against Others.

          A director, officer, employee or stockholder, as such, of the Company
or any of the Guarantors, shall not have any liability for any obligations of
the Company under the Securities or this Indenture, for any obligation of the
Guarantors under the Guarantees or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Holder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

          Section 201.  Forms Generally.

          The Securities, the Guarantees and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

          Securities offered and sold in reliance on Rule 144A or Regulation S
shall be issued initially in the form of one or more permanent global securities
substantially in the form set forth in this Article (the "Global Securities").
Global Securities offered and sold in reliance on Rule 144A shall be deposited
with the Trustee, as custodian for the Depositary, duly executed by the Company
(and having an executed Guarantee endorsed thereon) and authenticated by the
Trustee as hereinafter provided. Securities offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Security, which shall be deposited with the Trustee, as custodian for the
Depositary, registered in the name of the nominee of the Depositary for credit
to the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company (and having an executed Guarantee
thereon) and authenticated by the Trustee as hereinafter provided. Following the
termination of the Distribution Compliance Period, beneficial interests in the
Regulation S Temporary Global Security shall be exchanged for beneficial
interests in Regulation S Permanent Global Securities

                                      -33-

<PAGE>

pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Securities, the Trustee shall cancel the
Regulation S Temporary Global Security. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.

          Securities offered and sold other than as described in the preceding
paragraph shall be issued in the form of permanent certificated Securities in
registered form in substantially the form set forth in this Article, except that
such Securities shall not bear the Global Security Legend and shall not have the
"Schedule of Exchanges of Interests on the Global Security" attached thereto
(the "Physical Securities"). Any Securities transferred to Institutional
Accredited Investors after the Issue Date shall be in the form of Physical
Securities.

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

          Section 202.  Restrictive Legends.

          Each Global Security and Physical Security shall bear the following
legend on the face thereof until after the Resale Restriction Termination Date,
unless and until a Security is exchanged for an Exchange Note in connection with
an effective registration pursuant to the Registration Rights Agreement or
another effective registration and resale of the Securities occurs pursuant to
the Registration Rights Agreement:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO RADNOR HOLDINGS CORPORATION OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED

                                      -34-

<PAGE>

FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF RADNOR HOLDINGS CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH OF
CLAUSES (A) THROUGH (G), IN ACCORDANCE WITH THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND RADNOR HOLDINGS
CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

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

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

     TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
     SHALL BE LIMITED TO

                                      -35-

<PAGE>

     TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 307
     OF THE INDENTURE.

          Each Regulation S Temporary Global Security shall also bear the
following legend on the face thereof:

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

          Section 203.  Form of Face of Securities.

          The form of the face of the Securities shall be substantially as
follows:

                           RADNOR HOLDINGS CORPORATION

                               ___________________

                            11% SENIOR NOTES DUE 2010

CUSIP/CINS No. __________                                           $___________

          RADNOR HOLDINGS CORPORATION, a Delaware corporation (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
________________ or registered assigns, the principal sum of __________ United
States dollars on March 15, 2010, at the office or agency of the Company
referred to below, and to pay interest thereon from the date of original
issuance, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually on March 15 and September 15 in
each year, commencing September 15, 2003 at the rate of 11% per annum (subject
to adjustment as provided below), in United States dollars, until the principal
hereof is paid or duly provided for.

          [In the event that (i) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 60th day after the Issue Date
or declared effective on or prior to the 210th day after the Issue Date, (ii)
the Exchange Offer is not consummated on or prior to the 240th day following the
Issue Date, (iii) the Shelf Registration Statement is not filed or declared
effective within the required time periods or (iv) any of the Registration
Statements required by the Registration Rights Agreement is declared effective
but thereafter ceases to be effective (except as specifically permitted therein)
for a period of 15 consecutive days without being succeeded immediately by any
additional Registration Statement filed and declared effective (each such event,
a "Registration Default"), the interest rate borne by the Securities will be
increased by 25 basis points per annum for the 90-day period following such
Registration

                                      -36-

<PAGE>

Default. Such interest rate shall increase by an additional 25 basis points per
annum at the beginning of each subsequent 90-day period following such
Registration Default, up to a maximum aggregate increase of 100 basis points per
annum and, accordingly, the maximum interest rate on the Securities may not
exceed 12%. Upon (x) the filing or the effectiveness of the Exchange Offer
Registration Statement, (y) the consummation of the Exchange Offer or (z) the
filing or the effectiveness of the Shelf Registration Statement, as the case may
be, the interest rate borne by the Securities shall be reduced from and
including the date on which any of the events specified in clauses (x), (y) or
(z) above occur by the amount of the related increase in the interest rate.

          Notwithstanding the foregoing, the Issuers shall not be required to
pay such additional interest with respect to the Securities held by a Holder if
the applicable Registration Default arises from the failure of the Issuers to
file, or cause to become effective, a Shelf Registration Statement within the
specified time periods by reason of the failure of such Holder to provide such
information as (i) the Company may reasonably request, with reasonable prior
written notice, for use in the Shelf Registration Statement or any prospectus
included therein to the extent the Company reasonably determines that such
information is required to be included therein by applicable law, (ii) the
National Association of Securities Dealers, Inc. or the Commission may request
in connection with such Shelf Registration Statement or (iii) is required to
comply with the agreements of such Holder contained in the penultimate paragraph
of Section 5 of the Registration Rights Agreement to the extent compliance
thereof is necessary for the Shelf Registration Statement to be declared
effective.]/1/

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 and September 1 next preceding such
Interest Payment Date. Any such interest not so punctually paid, or duly
provided for, and interest on such defaulted interest at the interest rate borne
by the Securities, to the extent lawful, shall forthwith cease to be payable to
the Holder on such Regular Record Date, and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

          Payment of the principal of, premium, if any, and interest on this
Security shall be made at the office or agency of the Company maintained for
that purpose, 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;
provided, however, that payment of interest may be made at the option

------------------------
 /1/ To be included in each Security prior to expiration of the obligations of
the Company and the Guarantors under the Registration Rights Agreement.

                                      -37-

<PAGE>

of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear on the Security Register. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

     [Until this Regulation S Temporary Global Security is exchanged for one or
more Regulation S Permanent Global Securities, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Security shall in all other respects be
entitled to the same benefits as other Securities under the Indenture.]/2/

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

          This Security is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders. Such Guarantees shall be
senior unsecured obligations of each Guarantor, and will rank pari passu in
right of payment with all other existing and future Senior Indebtedness of such
Guarantor and senior to all Subordinated Indebtedness of such Guarantor. Such
Guarantees will be effectively subordinated in right of payment to all existing
and future secured indebtedness of the Guarantors. Reference is hereby made to
Article Thirteen of the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations under the Guarantees of each of
the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers and its
corporate seal to be affixed or reproduced hereon.

Dated:                                  RADNOR HOLDINGS CORPORATION


                                                By _______________________
                                                      President

Attest:



_________________________
       Secretary

------------------------
/2/  To be included on each Regulation S Temporary Global Security only.

                                      -38-

<PAGE>

          Section 204.  Form of Reverse of Securities.

          The form of the reverse of the Securities shall be substantially as
follows:

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 11% Senior Notes due 2010 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) in aggregate principal amount to $135,000,000, which may be issued
under an indenture (herein called the "Indenture") dated as of March 11, 2003,
among the Company, the Guarantors and Wachovia Bank, National Association, as
trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities and the Guarantees are, and are to be, authenticated and
delivered.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance or
noncompliance with certain conditions set forth therein.

          The Securities shall be senior unsecured obligations of the Company,
and shall rank pari passu in right of payment with all existing and future
Senior Indebtedness of the Company and senior to all Subordinated Indebtedness
of the Company. The Securities will be effectively subordinated in right of
payment to all existing and future secured indebtedness of the Company and the
Company's Subsidiaries, including indebtedness under the Credit Agreements.

          The Securities shall not be redeemable at the option of the Company
prior to March 15, 2007. On or after that date, the Securities shall be
redeemable at the option of the Company, in whole or in part from time to time,
on not less than 30 nor more than 60 days' prior notice, mailed by first-class
mail to the Holders' registered addresses, in cash, in amounts of $1,000 or an
integral multiple of $1,000 at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed in the 12-month period
commencing March 15 of the years indicated below:

          Year                                        Redemption
          ----                                        ----------
          2007                                        105.5000%
          2008                                        102.7500%
          2009 and thereafter                         100.0000%

in each case together with accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on relevant record
dates to receive interest due on an Interest Payment Date). If less than all of
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata, by lot or by any other method the Trustee shall deem fair and
appropriate.

                                      -39-

<PAGE>

          Notwithstanding any provisions of the Indenture to the contrary, any
such redemption and notice may, in the Company's discretion, be subject to the
satisfaction of one or more conditions precedent. The Securities shall not be
subject to, or entitled to the benefits of, any sinking fund.

          In addition, at any time on or prior to March 15, 2006, the Company,
at its option, may redeem up to $47,250,000 in aggregate principal amount of the
Securities at a redemption price of 111% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the Redemption Date, with the net
proceeds of one or more Public Equity Offerings by the Company; provided that at
least $87,750,000 in aggregate principal amount of the Securities must remain
outstanding after such redemption. Any such notice may be given prior to the
completion of the related Public Equity Offering, and any such redemption or
notice may, at the Company's discretion, be subject to the satisfaction of one
or more conditions precedent, including but not limited to the completion of the
related Public Equity Offering. The Trustee shall select the Securities or
portions thereof to be redeemed pro rata, by lot or by any other method the
Trustee shall deem fair and appropriate.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Securities in an
amount of $1,000 or integral multiples of $1,000, at a purchase price in cash
equal to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the Change of Control Payment Date.

          Under certain circumstances, in the event the Net Proceeds received by
the Company from one or more Asset Sales, which proceeds are not applied within
365 days subsequent to the consummation of the Asset Sale to repay permanently
any Senior Indebtedness then outstanding or to an investment in the Company or
in one or more Restricted Subsidiaries, equals or exceeds $10,000,000 the
Company shall be required to apply such proceeds to repurchase the Securities
tendered to the Company for purchase at a price equal to 100% of the principal
amount thereof, plus accrued interest, if any, to the date of purchase pursuant
to an offer to purchase made by the Company with respect to the Securities.

          In the case of any redemption or repurchase of Securities, interest
installments whose Stated Maturity is on or prior to the Redemption or
Repurchase Date shall be payable to the Holders of such Securities of record as
of the close of business on the relevant record date referred to on the face
hereof. Securities (or portions thereof) for whose redemption or repurchase and
payment provision is made in accordance with the Indenture shall cease to bear
interest from and after the date of redemption or repurchase.

          In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

          If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

                                      -40-

<PAGE>

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders under the Indenture and
the Guarantees at any time by the Company, the Guarantors and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company and the Guarantors with certain
provisions of the Indenture and the Guarantees and certain past Defaults under
the Indenture and the Guarantees and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor upon the Securities (in the event such other
obligor is obligated to make payments in respect of the Securities), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.

          The Securities are issuable only in fully registered form without
interest coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

          No service charge shall be made for any registration of transfer or
exchange or redemption of the Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

          Prior to and at the time of due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security is overdue, and
neither the Company, the Trustee nor any agent shall be affected by notice to
the contrary.

          [The Company and the Guarantors have entered into an Exchange and
Registration Rights Agreement dated as of March 11, 2003 (the "Registration
Rights Agreement") with the Initial Purchasers described therein. Pursuant to
the Registration Rights Agreement, the Company and the Guarantors have agreed,
among other things, for the benefit of the Holders that they shall, at their
expense, (i) file with the Commission on or prior to 60 days from the Issue Date
an Exchange Offer Registration Statement with the Commission with respect to a
registered offer to exchange this Security for an Exchange Note, (ii) use their
best efforts to

                                      -41-

<PAGE>

cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act by the 210th day after the Issue Date and (iii) cause the
Exchange Offer to be consummated by the 240th day after the Issue Date.

          Reference is hereby made to the Registration Rights Agreement for a
statement of the respective rights, duties and obligations thereunder of the
Company, the Guarantors and the Holders of the Securities.]/3/

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                            [FORM OF TRANSFER NOTICE]

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

Insert Taxpayer Identification No.

_____________________________________________________________________________

_____________________________________________________________________________

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

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

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

Date:_____________________

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



------------------------
 /3/ To be included in each Security prior to expiration of the obligations of
the Company and the Guarantors under the Registration Rights Agreement.

                                      -42-

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 1014 or 1109 of the Indenture, check the appropriate box
below:

          [_] Section 1014         [_] Section 1109

          If you want to elect to have only part of the Security purchased by
the Company pursuant to Section 1014 or Section 1109 of the Indenture, state the
amount you elect to have purchased:

$______________

Date: _______________

                           Your Signature:______________________________________
                                          (Sign exactly as your name appears on
                                          the Security)

                           Tax Identification No.:                         _____

                           Signature Guarantee:_________________________________


          Section 205.  Form of Trustee's Certificate of Authentication.

          The form of Trustee's Certificate of Authority shall be set forth on
the Securities substantially as follows:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          This is one of the Securities referred to in the within-mentioned
Indenture.

                                        WACHOVIA BANK, NATIONAL
                                          ASSOCIATION
                                        As Trustee

                                        By_________________________________
Dated: ______________                     Authorized Signatory


          Section 206.  Form of Schedule of Exchanges in the Global Securities.

          Each Global Security, whether or not an Exchange Note, shall also
include the following schedule on the reverse thereof:

                                      -43-

<PAGE>

                    SCHEDULE OF EXCHANGES OF INTERESTS IN THE
                    [REGULATION S TEMPORARY] GLOBAL SECURITY

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

<TABLE>
<CAPTION>
                                                                        Principal Amount of
                      Amount of decrease in   Amount of increase in     this [Regulation S
                       Principal Amount of     Principal Amount of       Temporary] Global         Signature of
                        this [Regulation S      this [Regulation S      Security following      authorized officer
                        Temporary] Global       Temporary] Global        such decrease (or         of Trustee or
  Date of Exchange           Security                Security                increase)               Custodian
 ------------------   ---------------------   ---------------------     -------------------     ------------------
 <S>                  <C>                     <C>                       <C>                     <C>
</TABLE>

          Section 207.  Form of Guarantee of Each of the Guarantors.

          The form of Guarantee shall be set forth on the Securities
substantially as follows:

                                   GUARANTEES

          For value received, each of the undersigned hereby unconditionally
guarantees, jointly and severally, to the Holder of this Security the payment of
principal of, premium, if any, and interest on this Security in the amounts and
at the time when due and interest on the overdue principal and interest, if any,
of this Security, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Securities, to the Holder
of this Security and the Trustee, all in accordance with and subject to the
terms and limitations of this Security and Article Thirteen of the Indenture.
This Guarantee shall not become effective until the Trustee duly manually
executes the certificate of authentication on this Security.

                                        RADNOR CHEMICAL CORPORATION


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        RADNOR DELAWARE II, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:

                                      -44-

<PAGE>

                                        RADNOR MANAGEMENT DELAWARE, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        RADNOR MANAGEMENT, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        STYROCHEM DELAWARE, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        STYROCHEM EUROPE DELAWARE, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        STYROCHEM U.S., LTD.
                                        By: StyroChem GP, L.L.C.,
                                              its general partner,
                                        By: Radnor Chemical Corporation,
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:

                                      -45-

<PAGE>

                                        STYROCHEM GP, L.L.C.
                                        By: Radnor Chemical Corporation,
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        STYROCHEM LP, L.L.C.
                                        By: Radnor Chemical Corporation,
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        WINCUP EUROPE DELAWARE, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        WINCUP GP, L.L.C.
                                        By: WinCup Holdings, Inc.,
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:

                                      -46-

<PAGE>

                                        WINCUP LP, L.L.C.
                                        By: WinCup Holdings, Inc.,
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        WINCUP TEXAS, LTD.
                                        By: WinCup GP, L.L.C.,
                                              its general partner,
                                        By: WinCup Holdings, Inc.
                                              its sole member


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                        WINCUP HOLDINGS, INC.


Attest___________________________       By___________________________
        Name:                              Name:
        Title:                             Title:


                                  ARTICLE THREE

                                 THE SECURITIES

          Section 301.  Title and Terms.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $135,000,000 in
principal amount of Securities plus any Exchange Securities which may be issued
upon consummation of an Exchange Offer, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1009,
1014 or 1108 hereof.

          The Securities shall be known and designated as the "11% Senior Notes
due 2010" of the Company. The Stated Maturity of the principal amount of the
Securities shall be

                                      -47-

<PAGE>

March 15, 2010, and the Securities shall each bear interest at the rate of 11%
from the Issue Date or from the most recent Interest Payment Date to which
interest has been paid, as the case may be, payable on September 15, 2003 and
semiannually thereafter on March 15 and September 15 in each year, until the
principal thereof is paid or duly provided for. If a Registration Default shall
occur, the interest rate borne by the Securities shall be increased by 25 basis
points per annum at the beginning of each 90-day period commencing at the date
of any such Registration Default, up to a maximum aggregate increase of 100
basis points per annum and, accordingly, the maximum interest rate on the
Securities may not exceed 12%. Upon (x) the filing or the effectiveness of the
Exchange Offer Registration Statement, (y) the consummation of the Exchange
Offer or (z) the filing or the effectiveness of the Shelf Registration
Statement, as the case may be, the interest rate borne by the Securities shall
be reduced from and including the date on which any of the events specified in
clauses (x), (y) or (z) above occur by the amount of the related increase in the
interest rate set forth above. Notwithstanding the foregoing, the Issuers shall
not be required to pay such additional interest with respect to the Securities
held by a Holder if the applicable Registration Default arises from the failure
of the Issuers to file, or cause to become effective, a Shelf Registration
Statement within the specified time periods by reason of the failure of such
Holder to provide such information as (i) the Company may reasonably request,
with reasonable prior written notice, for use in the Shelf Registration
Statement or any prospectus included therein to the extent the Company
reasonably determines that such information is required to be included therein
by applicable law, (ii) the National Association of Securities Dealers, Inc. or
the Commission may request in connection with such Shelf Registration Statement
or (iii) is required to comply with the agreements of such Holder contained in
the penultimate paragraph of Section 5 of the Registration Rights Agreement to
the extent compliance thereof is necessary for the Shelf Registration Statement
to be declared effective.

          The principal and interest on any Global Security shall be payable to
the Depositary or its nominee, as the case may be, as the sole registered owner
and the sole Holder of such Global Security represented thereby. The principal
of, premium, if any, and interest on the Securities shall be payable at the
office or agency of the Company maintained for such purpose; provided, however,
that at the option of the Company interest may be paid by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Security Register.

          The Securities shall be redeemable as provided in Article Eleven.

          At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

          Section 302.  Denominations.

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

                                      -48-

<PAGE>

          Section 303.  Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by one of
its Chairman of the Board, its President or one of its Vice Presidents under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise.

          Upon a Company Order, the Trustee shall authenticate and deliver an
additional series of notes in an aggregate principal amount not to exceed
$135,000,000 for issuance in exchange for all or a portion of the Initial
Securities previously issued and surrendered for cancellation pursuant to an
exchange offer registered under the Securities Act, in accordance with the
Registration Rights Agreement. The Exchange Notes may have such distinctive
series designation and such changes in the form thereof as are specified in the
Company Order referred to in the preceding sentence, and shall be guaranteed by
the Guarantors on substantially identical terms as the Initial Securities.

          Each Security shall be dated the date of its authentication.

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

          In case the Company or any Guarantor, pursuant to Article Eight
hereof, shall be consolidated, merged with or into any other Person or shall
sell, assign, convey, transfer or lease substantially all of its properties and
assets to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the Person which shall have received a
sale, assignment, conveyance, transfer or lease as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight hereof, any of the Securities authenticated or delivered prior to such
consolidation, merger, sale, assignment, conveyance, transfer or lease may, from
time to time, at the request of the successor Person, be exchanged for other
Securities executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Request of the successor

                                      -49-

<PAGE>

Person, shall authenticate and deliver Securities as specified in such request
for the purpose of such exchange. If Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of
any Securities, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new name.

          The Trustee (at the expense of the Company) may appoint an
authenticating agent acceptable to the Company to authenticate Securities on
behalf of the Trustee. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities 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 any
Security Registrar or Paying Agent to deal with the Company and its Affiliates.

          Section 304.  Temporary Securities.

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

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

          Section 305.  Registration of Transfer and Exchange.

          All provisions of this Section 305 shall be subject to Section 307
hereof.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee, or such other office as the Trustee may designate, a register (the
register maintained in such office and in any other office or agency designated
pursuant to Section 1002 hereof being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as the
Security Registrar may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee or an agent thereof or
of the Company shall initially be the "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

                                      -50-

<PAGE>

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

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

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

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

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

          No service charge shall be made to a Holder for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to pay all documentary, stamp or similar issue or
transfer taxes or other governmental charges that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges of Initial Securities for Exchange Notes and exchanges pursuant to
Section 303, 304, 305, 306, 307, 308, 906, 1009, 1014 or 1108 hereof not
involving any transfer.

          The Company shall not be required (a) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
(i) 15 days before the date of selection of Securities for redemption under
Section 1104 hereof and ending at the close of business on the day of such
mailing or (ii) 15 days before an Interest Payment Date and ending on the close
of business on the Interest Payment Date, or (b) to register the transfer of or

                                      -51-

<PAGE>

exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of Securities being redeemed in part.

          Section 306.  Book-Entry Provisions for Global Securities.

          All provisions of this Section 306 shall be subject to Section 307
hereof.

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

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

          (b)  Transfers of the Global Securities shall be limited to transfers
of such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in the
Global Security may be transferred or exchanged for Physical Securities in
accordance with the Applicable Procedures and the provisions of Section 307
hereof; provided that in no event shall the Regulation S Temporary Global
Security be so transferred or exchanged for Physical Securities prior to (x) the
expiration of the Distribution Compliance Period and (y) the receipt by the
Security Registrar of any certificates required pursuant to Rule 903 under the
Securities Act. In addition, Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global
Security if the Depositary notifies the Company in writing that it is unwilling
or unable to continue as Depositary for the Global Securities or ceases to be a
"clearing agency" registered under the Exchange Act and a successor depositary
is not appointed by the Company within 90 days of such notice.

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

          (d)  In connection with the transfer of an entire Global Security to
beneficial owners pursuant to Subsection (b) of this Section, the Global
Security shall be surrendered to the

                                      -52-

<PAGE>

Trustee for cancellation, and the Company shall execute, the Guarantors shall
execute Guarantees on, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the Global Security, an equal aggregate principal amount of Physical
Securities of authorized denominations.

          (e)  Any Physical Security delivered in exchange for an interest in a
Global Security pursuant to Subsection (b) or Subsection (c) of this Section
shall, except as otherwise provided by Subsection (a)(i)(x) and Subsection (d)
of Section 307 hereof, bear the applicable legend regarding transfer
restrictions applicable to the Physical Security set forth in Section 202
hereof.

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

          Section 307.  Special Transfer Provisions.

          The Applicable Procedures of Euroclear and Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Global
Securities that are held by the Agent Members through Euroclear or Clearstream.

          (a)  Unless and until an Initial Security is exchanged for an Exchange
Note in connection with an effective Exchange Offer Registration Statement or a
Shelf Registration Statement is declared effective with respect to such Initial
Securities and an Initial Security is sold pursuant to the plan of distribution
thereunder, the following provisions shall apply:

          (i)  Transfer of Beneficial Interests in the Same Global Security.
     Beneficial interests in any Restricted Global Security may be transferred
     to persons who take delivery thereof in the form of a beneficial interest
     in the same Restricted Global Security in accordance with the transfer
     restrictions in the Private Placement Legend; provided, however, that prior
     to the expiration of the Distribution Compliance Period transfers of
     beneficial interests in the Regulation S Temporary Global Security 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 Security may be transferred only to persons who take delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Security. No written orders or instructions shall be required to be
     delivered to the Security Registrar to effect the transfers described in
     this Section 307(a)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Securities. In connection with all transfers and exchanges of
     beneficial interests (other than a transfer of a beneficial interest in a
     Global Security to a person who takes delivery thereof in the form of a
     beneficial interest in the same Global Security), the transferor of such
     beneficial interest must deliver to the Security Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance

                                      -53-

<PAGE>

     with the Applicable Procedures directing the Depositary to credit or cause
     to be credited a beneficial interest in another Global Security 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
     Physical Security in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given by the Depositary to
     the Security Registrar containing information regarding the person in whose
     name such Physical Security shall be registered to effect the transfer or
     exchange referred to in (1) above. Upon an Exchange Offer by the Company in
     accordance with Section 307(c) hereof, the requirements of this Section
     307(a)(ii) shall be deemed to have been satisfied upon receipt by the
     Security Registrar of the instructions contained in the Letter of
     Transmittal delivered by the Holder of such beneficial interests in the
     Restricted Global Securities. Upon satisfaction of all of the requirements
     for transfer or exchange of beneficial interests in Global Securities
     contained in this Indenture and the Securities and otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Security or Securities pursuant to Section 307(f)
     hereof.

          (iii) Transfer of Beneficial Interests in a Restricted Global Security
     to Another Restricted Global Security. A beneficial interest in any
     Restricted Global Security may be transferred to a person who takes
     delivery thereof in the form of a beneficial interest in another Restricted
     Global Security if the transfer complies with the requirements of clause
     (ii) above and the Security Registrar receives the following:

                (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Security, 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 Security,
          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 Security for Beneficial Interests in the Unrestricted Global
     Security. A beneficial interest in any Restricted Global Security may be
     exchanged by any holder thereof for a beneficial interest in an
     Unrestricted Global Security or transferred to a person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Security if the exchange or transfer complies with the requirements of
     clause (ii) above and:

                (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, is not (1) a
          broker-dealer, (2) a person participating in the distribution of

                                      -54-

<PAGE>

                  the Exchange Notes or (3) a person who is an affiliate (as
                  defined in Rule 144) of the Company;

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

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

                           (D) the Security Registrar receives the following:

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

                                    (2) if the holder of such beneficial
                  interest in a Restricted Global Security 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 Security, a certificate from such holder
                  in the form of Exhibit B hereto, including the certifications
                  in item (4) thereof; and

                                    (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Security 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 not required in order to
                  maintain compliance with the Securities Act and such
                  beneficial interest in a Restricted Global Security is being
                  exchanged or transferred in compliance with any applicable
                  blue sky securities laws of any State of the United States.

                           If any such transfer is effected pursuant to
         subparagraph (B) or (D) above at a time when an Unrestricted Global
         Security has not yet been issued, the Company shall issue, the
         Guarantors shall execute Guarantees on, and, upon receipt of an
         authentication order in accordance with Section 303 hereof, the Trustee
         shall authenticate one or more Unrestricted Global Securities in an
         aggregate principal amount equal to the principal amount of beneficial
         interests transferred pursuant to subparagraph (B) or (D) above.

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

                  (b) Transfer or Exchange of Beneficial Interests for Physical
Securities.

                                      -55-

<PAGE>

                  (i) If any holder of a beneficial interest in a Restricted
         Global Security proposes to exchange such beneficial interest for a
         Physical Security or to transfer such beneficial interest to a person
         who takes delivery thereof in the form of a Physical Security, then,
         upon receipt by the Security Registrar of the following documentation:

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

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

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

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

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

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

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

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Security to be reduced accordingly pursuant to
         Section 307(f) hereof, and the Company shall execute, the Guarantors
         shall execute Guarantees on, and the Trustee shall authenticate and
         deliver to the person designated in the instructions a Physical
         Security in the appropriate principal amount. Any Physical Security
         issued in exchange for a beneficial interest in a Restricted Global
         Security pursuant to this Section 307(b)(i) shall be

                                      -56-

<PAGE>

         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest shall instruct
         the Security Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Trustee shall deliver such
         Physical Securities to the persons in whose names such Securities are
         so registered. Any Physical Security issued in exchange for a
         beneficial interest in a Restricted Global Security pursuant to this
         Section 307(b)(i) shall bear the Private Placement Legend and shall be
         subject to all restrictions on transfer contained therein.

                  (ii) Notwithstanding 307(b)(i) hereof, a holder of a
         beneficial interest in a Restricted Global Security may exchange such
         beneficial interest for an Unrestricted Physical Security or may
         transfer such beneficial interest to a person who takes delivery
         thereof in the form of an Unrestricted Physical Security 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, is not (1) a broker-dealer, (2) a person
                  participating in the distribution of the Exchange Notes or (3)
                  a person who is an affiliate (as defined in Rule 144) of the
                  Company;

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

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

                           (D) the Security Registrar receives the following:

                                    (1) if the holder of such beneficial
                  interest in a Restricted Global Security proposes to exchange
                  such beneficial interest for a Physical Security 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;

                                    (2) if the holder of such beneficial
                  interest in a Restricted Global Security proposes to transfer
                  such beneficial interest to a person who shall take delivery
                  thereof in the form of a Physical Security 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; and

                                    (3) in each such case set forth in this
                  subparagraph (D), 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 not required in order to maintain
                  compliance with the Securities Act and such beneficial
                  interest in a Restricted Global Security is being exchanged or

                                      -57-

<PAGE>

                  transferred in compliance with any applicable blue sky
                  securities laws of any State of the United States.

                  (iii) If any holder of a beneficial interest in an
         Unrestricted Global Security proposes to exchange such beneficial
         interest for a Physical Security or to transfer such beneficial
         interest to a person who takes delivery thereof in the form of a
         Physical Security, then upon satisfaction of the conditions set forth
         in Section 307(a)(ii) hereof, the Trustee shall cause the aggregate
         principal amount of the applicable Global Security to be reduced
         accordingly pursuant to Section 307(g) hereof, and the Company shall
         execute, the Guarantors shall execute Guarantees on, and the Trustee
         shall authenticate and deliver to the person designated in the
         instructions a Physical Security in the appropriate principal amount.
         Any Physical Security issued in exchange for a beneficial interest
         pursuant to this Section 307(b)(ii) 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 Security
         Registrar through instructions from the Depositary and the Participant
         or Indirect Participant. The Trustee shall deliver such Physical
         Securities to the persons in whose names such Securities are so
         registered. Any Physical Security issued in exchange for a beneficial
         interest pursuant to this Section 307(b)(ii) shall not bear the Private
         Placement Legend. A beneficial interest in an Unrestricted Global
         Security cannot be exchanged for a Physical Security bearing the
         Private Placement Legend or transferred to a person who takes delivery
         thereof in the form of a Physical Security bearing the Private
         Placement Legend.

                  (c) Transfer and Exchange of Physical Securities for
Beneficial Interests.

                  (i) If any Holder of a Restricted Physical Security proposes
         to exchange such Security for a beneficial interest in a Restricted
         Global Security or to transfer such Physical Securities to a person who
         takes delivery thereof in the form of a beneficial interest in a
         Restricted Global Security, then, upon receipt by the Security
         Registrar of the following documentation:

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

                           (B) if such Physical Security 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 Physical Security 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;

                                      -58-

<PAGE>

                           (D) if such Physical Security 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 Physical Security 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 Physical Security 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 Physical Security, increase or cause to be
         increased the aggregate principal amount of, in the case of clause (A)
         above, the appropriate Restricted Global Security, in the case of
         clause (B) above, the 144A Global Security, in the case of clause (C)
         above, the Regulation S Global Security, in the case of clause (D)
         above, the appropriate Restricted Global Security, in the case of
         clause (E) above, the Trustee shall cancel the Physical Security
         without a corresponding increase in any Global Security and, in the
         case of clause (F) above, the Unrestricted Global Security.

                  (ii) A Holder of a Restricted Physical Security may exchange
         such Security for a beneficial interest in an Unrestricted Global
         Security or transfer such Restricted Physical Security to a person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security only if:

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

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

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

                           (D) the Security Registrar receives the following:

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

                                      -59-

<PAGE>

                                    (2) if the Holder of such Physical
                  Securities proposes to transfer such Securities to a person
                  who shall take delivery thereof in the form of a beneficial
                  interest in the Unrestricted Global Security, a certificate
                  from such Holder in the form of Exhibit B hereto, including
                  the certifications in item (4) thereof; and

                                    (3) in each such case set forth in this
                  subparagraph (D), 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, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Physical
                  Securities are being exchanged or transferred in compliance
                  with any applicable blue sky securities laws of any State of
                  the United States.

         Upon satisfaction of the conditions of any of the subparagraphs in this
         Section 307(c)(ii), the Trustee shall cancel the Physical Securities
         and increase or cause to be increased the aggregate principal amount of
         the Unrestricted Global Security.

                  (iii) A Holder of an Unrestricted Physical Security may
         exchange such Security for a beneficial interest in an Unrestricted
         Global Security or transfer such Physical Securities to a person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Physical Security and increase or cause to be increased
         the aggregate principal amount of one of the Unrestricted Global
         Securities.

                  If any such exchange or transfer from a Physical Security to a
beneficial interest in a Global Security is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Security
has not yet been issued, the Company shall issue, the Guarantors shall execute
Guarantees on, and, upon receipt of an authentication order in accordance with
Section 303 hereof, the Trustee shall authenticate one or more Unrestricted
Global Securities in an aggregate principal amount equal to the principal amount
of beneficial interests transferred pursuant to subparagraphs (ii)(B), (ii)(D)
or (iii) above.

                  (d) Transfer and Exchange of Physical Securities for Physical
Securities. Upon request by a Holder of Physical Securities and such Holder's
compliance with the provisions of this Section 307(d), the Security Registrar
shall register the transfer of exchange of Physical Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Security Registrar the Physical Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Security Registrar duly executed by such Holder or by his attorney, duly
authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, pursuant to
the provisions of this Section 307(d).

                  (i) Restricted Physical Securities may be transferred to and
         registered in the name of persons who take delivery thereof if the
         Security Registrar receives the following:

                                      -60-

<PAGE>

                           (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;

                           (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; and

                           (D) if the transfer is being made to an Institutional
                  Accredited Investor and effected pursuant to an exemption from
                  the registration requirements of the Securities Act other than
                  Rule 144A, Rule 144, Rule 903 or Rule 904 under the Securities
                  Act, a certificate from the transferee in the form of Exhibit
                  A hereto.

                  (ii) Any Restricted Physical Security may be exchanged by the
         Holder thereof for an Unrestricted Physical Security or transferred to
         a person or persons who take delivery thereof in the form of an
         Unrestricted Physical Security 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, is not (1) a
                  broker-dealer, (2) a person participating in the distribution
                  of the Exchange Notes or (3) a person who is an affiliate (as
                  defined in Rule 144) of the Company;

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

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

                           (D) the Security Registrar receives the following:

                                    (1) if the Holder of such Restricted
                  Physical Securities proposes to exchange such Securities for
                  an Unrestricted Physical Security, a certificate from such
                  Holder in the form of Exhibit C hereto, including the
                  certifications in item (1)(a) thereof;

                                    (2) if the Holder of such Restricted
                  Physical Securities proposes to transfer such Securities to a
                  person who shall take delivery thereof in the form of

                                      -61-

<PAGE>

                  an Unrestricted Physical Security, a certificate from such
                  Holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof; and

                                    (3) in each such case set forth in this
                  subparagraph (D), 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, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Restricted
                  Physical Security is being exchanged or transferred in
                  compliance with any applicable blue sky securities laws of any
                  State of the United States.

                  (iii) A Holder of Unrestricted Physical Securities may
         transfer such Securities to a person who takes delivery thereof in the
         form of an Unrestricted Physical Security. Upon receipt of a request
         for such a transfer, the Security Registrar shall register the
         Unrestricted Physical Securities pursuant to the instructions from the
         Holder thereof. Unrestricted Physical Securities cannot be exchanged
         for or transferred to persons who take delivery thereof in the form of
         a Restricted Physical Security.

                  (e) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Company shall issue,
the Guarantors shall execute Guarantees on, and, upon receipt of an
authentication order in accordance with Section 303 hereof, the Trustee shall
authenticate (i) one or more Unrestricted Global Securities in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Securities tendered for acceptance by persons that are not
(x) broker-dealers, (y) persons participating in the distribution of the
Exchange Notes or (z) persons who are affiliates (as defined in Rule 144) of the
Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Physical Securities in an aggregate principal amount equal to the principal
amount of the Restricted Physical Securities accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Securities, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Securities to be reduced accordingly, and the Company and the Guarantors shall
execute and the Trustee shall authenticate and deliver to the persons designated
by the Holders of Restricted Physical Securities so accepted Unrestricted
Physical Securities in the appropriate principal amount.

                  (f) Cancellation and/or Adjustment of Global Securities. At
such times as all beneficial interests in a particular Global Security have been
exchanged for Physical Securities or a particular Global Security has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Security shall be returned to or retained and canceled by the Trustee in
accordance with Section 311 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Physical Securities, the principal amount of
Securities represented by such Global Security shall be reduced accordingly and
an endorsement shall be made on such Global Security, 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 Security, such other Global Security shall be increased

                                      -62-

<PAGE>

accordingly and an endorsement shall be made on such Global Security, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
increase.

                  (g) Private Placement Legend. Any Security authenticated and
issued hereunder shall not be required to bear the Private Placement Legend, if
such Security shall be issued upon:

                  (i) the transfer or exchange of a Security and
         contemporaneously therewith the Company shall have received an Opinion
         of Counsel, at its expense, in form and substance reasonably
         satisfactory to the Company, to the effect that such Security to be
         issued upon such transfer or exchange may be so issued without such
         legend because (A) such Security is being exchanged for an Exchange
         Note, (B) such Security shall have been registered under the Securities
         Act, the registration statement in connection therewith shall have been
         declared effective and such Security shall have been disposed of
         pursuant to such effective registration statement, or (C) the requested
         transfer is on or after the Resale Restriction Termination Date and the
         Company shall have delivered to the Trustee and the Security Registrar
         a copy of such Opinion of Counsel together with an Officers'
         Certificate directing the Trustee and the Security Registrar to deliver
         an unlegended Security in connection with such transfer or exchange;
         such Officers' Certificate and Opinion of Counsel shall be delivered by
         the Company as soon as practicable after its receipt of a written
         request by a Holder for such a transfer or exchange; or

                  (ii)  the transfer or exchange of a Security not bearing such
legend.

                  (h)  General.

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

                  (ii) Prior to any transfer or exchange of a Security bearing
         the Private Placement Legend for another Security bearing the Private
         Placement Legend, the Company shall have received an opinion of counsel
         of the Holder (which may include in-house counsel of such Holder
         experienced in matters of Federal securities law), at its expense, in
         form and substance reasonably satisfactory to the Company to the effect
         that such transfer does not require registration under the Securities
         Act and the Company shall have delivered to the Trustee and the
         Security Registrar a copy of such opinion of counsel of the Holder
         together with an Officers' Certificate directing the Trustee and the
         Security Registrar to transfer or exchange the Security bearing the
         Private Placement Legend for another Security bearing the Private
         Placement Legend.

                  The Trustee and the Security Registrar shall forward copies of
all letters, notices and other written communications received pursuant to
Section 306 hereof or this Section 307 to the Company for approval prior to any
transfer or exchange.

                                      -63-

<PAGE>

                  Notwithstanding anything to the contrary set forth herein, the
Trustee and the Security Registrar shall have no duty to monitor compliance with
any Federal, state or other securities laws.

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

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

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

                  Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereof and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

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

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

                  Section 309. Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security is registered at the close of business on the
Regular Record Date for such interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date and interest
on such defaulted interest at the then applicable interest rate borne by the
Securities, to the extent lawful (such defaulted interest and interest thereon
herein collectively called "Defaulted Interest") shall forthwith cease to be

                                      -64-

<PAGE>

payable to the Holder on the Regular Record Date; and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in
Subsection (a) or (b) below:

                  (a) the Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security and the date (not less
         than 30 days after such notice) of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Subsection
         provided. Thereupon the Trustee shall fix a Special Record Date for the
         payment of such Defaulted Interest which shall be not more than 15 days
         and not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company in
         writing of such Special Record Date. In the name and at the expense of
         the Company, the Trustee shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Securities are registered on such Special Record Date and
         shall no longer be payable pursuant to the following Subsection (b).

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

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security (including any Exchange Security
issued in exchange for an Initial Security) shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  Section 310. Persons Deemed Owners.

                  The Company, any Guarantor, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 309 hereof) interest on
such Security and for all other purposes whatsoever, whether or

                                      -65-

<PAGE>

not such Security is overdue, and neither the Company, any Guarantor, the
Trustee nor any agent of the Company, any Guarantor or the Trustee shall be
affected by notice to the contrary.

                  Section 311. Cancellation.

                  All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company.

                  Section 312. Computation of Interest.

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

                  Section 313. Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and at Maturity, the Company shall have deposited with the Trustee
or a Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or at Maturity, as the case
may be, in a timely manner which permits the Trustee or such Paying Agent to
remit payment to the Holders on such Interest Payment Date or at Maturity, as
the case may be.

                  Section 314. CUSIP Number.

                  The Company in issuing the Securities shall use a "CUSIP" or
CINS number(s), as applicable, and, the Trustee shall use the CUSIP or CINS
number(s) in notices of redemption or exchange as a convenience to Holders,
provided that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP or CINS number(s) printed in the notice or
on the Securities and that reliance may be placed on the other identification
numbers printed on the Securities.

                                      -66-

<PAGE>

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

                  Section 401. Company's Option to Effect Defeasance or Covenant
Defeasance.

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 402 or
Section 403 hereof be applied to all of the Outstanding Securities (the
"Defeased Securities"), upon compliance with the conditions set forth below in
this Article Four.

                  Section 402. Defeasance and Discharge.

                  Upon the Company's exercise under Section 401 hereof of the
option applicable to this Section 402, the Company, each of the Guarantors and
any other obligor upon the Securities, if any, shall be deemed to have been
discharged from its obligations with respect to the Defeased Securities on the
date the conditions set forth below are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the Defeased
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 405 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 Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, and, upon written request, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of Defeased Securities to receive, solely from the trust fund
described in Section 404 hereof and as more fully set forth in such Section,
payments in respect of the principal of, premium if any, and interest on such
Securities when such payments are due, (b) the Company's obligations with
respect to such Defeased Securities under Sections 304, 305, 308, 1002 and 1018
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder including, without limitation, the Trustee's rights under Section 606
hereof and the Company's obligations in connection therewith, and (d) this
Article Four. Subject to compliance with this Article Four, the Company may
exercise its option under this Section 402 notwithstanding the prior exercise of
its option under Section 403 hereof with respect to the Securities.

                  Section 403. Covenant Defeasance.

                  Upon the Company's exercise under Section 401 hereof of the
option applicable to this Section 403, the Company and each Guarantor shall be
released from its obligations under any covenant or provision contained or
referred to in Sections 1004, 1005, 1006, 1007, 1008, 1009, 1010, 1011, 1012,
1014, 1015, 1016, 1019 and 1020 hereof with respect to the Defeased Securities
on and after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"), and the Defeased Securities shall thereafter be deemed
to be 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. For this purpose, such covenant

                                      -67-

<PAGE>

defeasance means that, with respect to the Defeased Securities, the Company and
each Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or Article,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such Section or
Article 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
501(3) or (4) hereof but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby.

                  Section 404. Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 402 or Section 403 hereof to the Defeased Securities:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 608 hereof who shall agree to comply with the
         provisions of this Article Four applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities, (a) United States dollars in an amount, or
         (b) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms shall provide, not later than one day before the due date of any
         payment, money in an amount, or (c) a combination thereof, sufficient,
         in the opinion of a nationally recognized firm of independent public
         accountants or a nationally recognized investment banking firm
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge and which shall be applied by the Trustee (or
         other qualifying trustee) to pay and discharge the principal of,
         premium, if any, and interest on the Defeased Securities on the Stated
         Maturity or on the applicable Redemption Date, as the case may be, of
         such principal or installment of principal, premium, if any, or
         interest (such date being referred to as the "Defeasance Redemption
         Date"), if when exercising under Section 401 hereof either its option
         applicable to Section 402 hereof or its option applicable to Section
         403 hereof, the Company shall have delivered to the Trustee an
         irrevocable notice to redeem all of the Outstanding Securities on the
         Defeasance Redemption Date); provided that the Trustee shall have been
         irrevocably instructed to apply such United States dollars or the
         proceeds of such U.S. Government Obligations to said payments with
         respect to the Securities. Any such redemption or notice may, at the
         Company's discretion, be subject to the satisfaction of one or more
         conditions precedent.

                  (2) In the case of an election under Section 402 hereof, the
         Company shall have delivered to the Trustee an Opinion of Independent
         Counsel in the United States of America stating that (A) the Company
         has received from the Internal Revenue Service a ruling or (B) since
         the Issue Date, there has been a change in the applicable Federal
         income tax law, including by means of a Revenue Ruling published by the
         Internal Revenue Service, in either case to the effect that, and based
         thereon such Opinion of Independent Counsel in the United States of
         America shall confirm that, the Holders of the Outstanding Securities
         will not recognize income, gain or loss for Federal income tax

                                      -68-

<PAGE>

         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

                  (3) In the case of an election under Section 403 hereof, the
         Company shall have delivered to the Trustee an Opinion of Independent
         Counsel in the United States of America to the effect that the Holders
         of the Outstanding Securities will not recognize income, gain or loss
         for Federal income tax purposes as a result of such covenant defeasance
         and will be subject to Federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         covenant defeasance had not occurred.

                  (4) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or insofar as Subsection 501(10)
         or (11) hereof is concerned, at any time during the period ending on
         the 91st day after the date of deposit.

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

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

                  (7) The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities or
         any Guarantee over the other creditors of the Company or any Guarantor
         with the intent of defeating, hindering, delaying or defrauding
         creditors of the Company, any Guarantor or others.

                  (8) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Independent Counsel, each
         stating that all conditions precedent provided for relating to either
         the defeasance under Section 402 hereof or the covenant defeasance
         under Section 403 hereof (as the case may be) have been complied with
         as contemplated by this Section 404.

Opinions of Counsel or Opinions of Independent Counsel required to be delivered
under this Section may have qualifications customary for opinions of the type
required and counsel delivering such opinions may rely on certificates of the
Company or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with.

                                      -69-

<PAGE>

                  Section 405. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1018 hereof, all United States dollars and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee--collectively for purposes of this Section 405, the "Trustee") pursuant
to Section 404 hereof in respect of the Defeased Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 404 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 Defeased
Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 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 which
would then be required to be deposited to effect defeasance or covenant
defeasance.

                  Section 406. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403 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 and each Guarantor's obligations under this
Indenture and the Securities (including, without limitation, the provisions of
Article Thirteen hereof) shall be revived and reinstated as though no deposit
had occurred pursuant to Section 402 or 403 hereof, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403 hereof, as the case may be; provided, however, that if the Company makes any
payment to the Trustee or Paying Agent of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay any such amount to the Holders of the
Securities and the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
Paying Agent.

                  Section 407. Repayment of the 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

                                      -70-

<PAGE>

Security and remaining unclaimed for two years after such principal, and
premium, if any, or interest has become due and payable shall be paid to the
Company on its written request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, 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 thirty (30)
days from the date of such notification or publication, any unclaimed balance of
such money then remaining shall promptly be repaid to the Company.

                                  ARTICLE FIVE

                                    REMEDIES

                  Section 501. Events of Default.

                  An "Event of Default" shall occur if:

                  (1) there shall be a default in the payment of interest on any
         Security when the same becomes due and payable and the Default
         continues for a period of thirty (30) days;

                  (2) there shall be a default in the payment of the principal
         of, or premium with respect to, any Security when the same becomes due
         and payable, at maturity, upon redemption (upon the satisfaction of any
         conditions thereto as set forth in the applicable notice of
         redemption), in connection with a Change of Control, an Asset Sale or
         otherwise;

                  (3) the Company or any Guarantor fails to observe or perform
         any covenant, condition or agreement on the part of the Company or such
         Guarantor to be observed or performed pursuant to Article Eight hereof;

                  (4) the Company or any Guarantor fails to observe or perform
         any covenant, condition or agreement on the part of the Company or such
         Guarantor to be observed or performed pursuant to Section 1006, 1008,
         1009, 1010, 1012, 1014, 1019 or 1020 hereof and such failure continues
         for the period and after the notice specified below;

                  (5) the Company or any Guarantor fails to observe or perform
         any other covenant, condition or agreement in this Indenture or the
         Securities and such failure continues for the period and after the
         notice specified below;

                  (6) the Company denies or disaffirms in writing its
         obligations under this Indenture or the Securities;

                                      -71-

<PAGE>

                  (7) a Guarantor denies or disaffirms in writing its
         obligations under its Guarantee, or any Guarantee for any reason ceases
         to be, or is asserted in writing by any Guarantor or the Company not to
         be, in full force and effect and enforceable in accordance with its
         terms, except to the extent contemplated by this Indenture and any such
         Guarantee;

                  (8) a default occurs under any Indebtedness of the Company or
         any of its Subsidiaries (other than the Securities or the Guarantees),
         whether such Indebtedness now exists or is created after the Closing
         Date if either (A) such default results from the failure to pay the
         final scheduled principal installment in respect of any such
         Indebtedness on the stated maturity date thereof (after giving effect
         to any grace period) or (B) as a result of such default, the maturity
         of such Indebtedness has been accelerated prior to its express maturity
         and, in each case, the principal amount of such Indebtedness, together
         with the principal amount of all other Indebtedness with respect to
         which the principal amount remains unpaid at its final maturity (after
         giving effect to any grace period in respect of such final scheduled
         principal installment) or the maturity of which has been so
         accelerated, aggregates $7,500,000 or more;

                  (9) 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 the Restricted Subsidiaries and such
         judgment or judgments remain undischarged, unbonded or unstayed for a
         period of sixty (60) days, provided that the aggregate of all such
         judgments (other than any judgment as to which and only to the extent,
         a reputable insurance company has acknowledged coverage of such claim
         in writing) exceeds $7,500,000;

                  (10) the Company, any Guarantor or any other Restricted
         Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

                           (a) commences a voluntary case,

                           (b) consents to the entry of an order for relief
against it in an involuntary case in which it is a debtor,

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

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

                           (e) admits in writing its inability to pay debts as
the same become due; or

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

                           (a) is for relief against the Company, any Guarantor
                  or any other Restricted Subsidiary in an involuntary case in
                  which it is a debtor,

                                      -72-

<PAGE>

                           (b) appoints a Custodian of the Company, any
                  Guarantor or any other Restricted Subsidiary or for all or
                  substantially all of their property,

                           (c) orders the liquidation of the Company, any
                  Guarantor or any other Restricted Subsidiary,

     and the order or decree remains unstayed and in effect for sixty (60) days.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

                  A Default under clauses (4) or (5) is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the Securities then Outstanding notify the Company and the
Trustee, of the Default and the Company does not cure the Default within (i) in
the case of a Default under clause (4), thirty (30) days after receipt of such
notice and (ii) in the case of clause (5), sixty (60) days after receipt of such
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

                  The failure to make any payment on the Securities when due
shall, after the expiration date of any applicable grace period, constitute an
Event of Default under this Indenture.

                  Section 502. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clauses (10) and (11) of Section 501 hereof) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the Securities then Outstanding by written notice to the
Company and the Trustee, may declare the unpaid principal of and any accrued
interest on all the Securities to be due and payable. Upon such declaration the
principal and interest shall be due and payable immediately. If an Event of
Default specified in clause (10) or (11) of Section 501 hereof occurs, such an
amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority (or, in the case of the failure to make a Change of Control Offer
pursuant to Section 1014 hereof, two-thirds) in principal amount of Securities
then Outstanding by written notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if:

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

                           (i) all sums paid or advanced by the Trustee under
                  this Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel,

                                      -73-

<PAGE>

                           (ii) all overdue interest on all Securities,

                           (iii) the principal of and premium, if any, on any
                  Securities which have become due otherwise than by such
                  declaration of acceleration and interest thereon at a rate
                  borne by the Securities, and

                           (iv) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate borne by
                  the Securities; and

                  (b) all Events of Default, other than the non-payment of
         principal of the Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 504 hereof. No such rescission shall affect any subsequent
         Default or impair any right consequent thereon provided in Section 504
         hereof.

                  Section 503. Other Remedies.

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

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  Section 504. Waiver of Past Defaults.

                  Holders of a majority (or, in the case of the failure by the
Company to make a Change of Control Offer pursuant to Section 1014 hereof,
two-thirds) in aggregate principal amount of the Securities then Outstanding by
notice to the Trustee may waive an existing Default or Event of Default and its
consequences, except a continuing Default or Event of Default in the payment of
the principal of or interest on any Security held by a non-consenting Holder.
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.

                                      -74-

<PAGE>

          Section 505. Control by Majority.

          The Holders of a majority in principal amount of the Securities then
Outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on 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, or that may involve the Trustee in
personal liability.

          Section 506. Limitation on Suits.

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

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

          (2)  the Holders of at least 25% in principal amount of the Securities
     then Outstanding make a written request to the Trustee to pursue the
     remedy;

          (3)  such Holder or Holders offer and, if requested, provide to the
     Trustee indemnity satisfactory to the Trustee against any loss, liability
     or expense;

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

          (5)  during such sixty (60) day period the Holders of a majority in
     principal amount of the Securities then Outstanding do not give the Trustee
     a direction inconsistent with the request.

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

          Section 507. Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, but subject to
Article Thirteen the right of any Holder of a Security to receive payment of
principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security (or, in the case of redemption or
repurchase, on the Redemption Date or repurchase date), 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 the Holder, subject to Article
Thirteen.

          Section 508. Collection Suit by Trustee.

          If an Event of Default specified in Section 501(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an

                                      -75-

<PAGE>

express trust against the Company or any Guarantor for the whole amount of
principal, premium, if any, and interest remaining unpaid on the Securities and
interest on overdue principal and, to the extent lawful, premium and 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, subject to Article
Thirteen.

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

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or the Guarantees by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including, seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 505 hereof.

          Section 509. 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 allowed in any judicial proceedings relative to the Company or any
Guarantor or any other obligor upon the Securities, their creditors or their
property and shall be entitled and empowered, subject to Article Thirteen, 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 606 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 606 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 which the Holders of the Securities 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

                                      -76-

<PAGE>

composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

          Section 510. 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 606 hereof, including payment of all compensation, expenses and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: subject to Article Thirteen, to Holders for amounts due and
     unpaid on the Securities for principal, premium, if any, and interest
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Securities for principal, premium, if any,
     and interest, respectively;

          Third: subject to Article Thirteen, without duplication, to Holders
     for any other Indenture Obligations owing to the Holders under this
     Indenture or the Securities; and

          Fourth: subject to Article Thirteen, 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.

          Section 511. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 507 hereof or a suit by Holders of more than 10% in
principal amount of the Securities then Outstanding or to any suit instituted by
any Holder for the enforcement of the payment of the principal of, premium, if
any, or interest on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repurchase, on or
after the Redemption Date or repurchase date).

          Section 512. Waiver of Stay, Extension or Usury Laws.

          Each of the Company and any Guarantor covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or

                                      -77-

<PAGE>

interest on the Securities contemplated herein or in the Securities or which may
affect the covenants or the performance of this Indenture; and each of the
Company and any Guarantor (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 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 had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

          Section 601. Notice of Defaults.

          Within ninety (90) days after the occurrence of any Default, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

          Section 602. Certain Rights of Trustee.

          Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d):

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

          (b)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (c)  the Trustee may consult with counsel and any written 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 in accordance
     with such advice or Opinion of Counsel;

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

                                      -78-

<PAGE>

     or indemnity satisfactory to the Trustee against the costs, expenses and
     liabilities which might be incurred therein or thereby in compliance with
     such request or direction;

          (e)  the Trustee shall not be liable for any action taken or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture other than
     any liabilities arising out of the gross negligence of the Trustee;

          (f)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     approval, appraisal, bond, debenture, note, coupon, security or other paper
     or document unless requested in writing to do so by the Holders of not less
     than a majority in aggregate principal amount of the Securities then
     Outstanding; provided that, if the payment within a reasonable time to the
     Trustee of the costs, expenses or liabilities likely to be incurred by it
     in the making of such investigation is, in the opinion of the Trustee, not
     reasonably assured to the Trustee by the security afforded to it by the
     terms of this Indenture, the Trustee may require reasonable indemnity
     against such expenses or liabilities as a condition to proceeding; the
     reasonable expenses of every such investigation shall be paid by the
     Company or, if paid by the Trustee or any predecessor Trustee, shall be
     repaid by the Company upon demand; provided, further, that the Trustee in
     its discretion may make such further inquiry or investigation into such
     facts or matters as it may deem fit, and, if the Trustee shall determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books, records and premises of the Company, personally or by agent or
     attorney;

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

          (h)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers.

          Section 603. Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.

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

                                      -79-

<PAGE>

          Section 604. Trustee and Agents May Hold Securities; Collections; etc.

          The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

          Section 605. Money Held in Trust.

          All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article Four, the Trustee may invest all moneys received by
the Trustee, until used or applied as herein provided, in Cash Equivalents in
accordance with the written directions of the Company. The Trustee shall not be
liable for any losses incurred in connection with any investments made in
accordance with this Section 605, unless the Trustee acted with gross negligence
or in bad faith. With respect to any losses on investments made under this
Section 605, the Company is liable for the full extent of any such loss.

          Section 606. Compensation and Indemnification of Trustee and Its Prior
Claim.

          The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation for all
services rendered by it hereunder, subject to the terms of any written agreement
by the Trustee concerning the amount of its compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Company covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability, tax, assessment or
other governmental charge (other than taxes applicable to the Trustee's
compensation hereunder) or expense incurred without gross negligence or bad
faith on such Trustee's part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and such
Trustee's duties hereunder, including enforcement of this Section 606 and also
including any liability which the Trustee may incur as a result of failure to
withhold, pay or report any tax, assessment or other governmental charge, and
the costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Company under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or

                                      -80-

<PAGE>

reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute an additional obligation hereunder and shall
survive the satisfaction and discharge of this Indenture, or the resignation or
removal of any Trustee.

          To secure the Company's payment obligations in this Section 606, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of or interest on particular Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(10) or 501(11) hereof the
expenses and the compensation for the services shall be preferred over the
status of Holders in any proceeding under any Bankruptcy Law and are intended to
constitute expenses of administration under any Bankruptcy Law.

          Section 607. Conflicting Interests.

          The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

          Section 608. Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a)(1) and which
shall have a combined capital and surplus of at least $50,000,000 or which shall
be a wholly owned subsidiary of a corporation that has a combined capital and
surplus of at least $50,000,000, to the extent there is an institution eligible
and willing to serve. If the Trustee does not have an office in The City of
Philadelphia, the Trustee may appoint an agent in The City of Philadelphia
reasonably acceptable to the Company to conduct any activities which the Trustee
may be required under this Indenture to conduct in The City of Philadelphia. If
the Trustee does not have an office in The City of Philadelphia or has not
appointed an agent in The City of Philadelphia, the Trustee shall be a
participant in the Depository Trust Company and FAST distribution systems. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Six.

          Section 609. Resignation and Removal; Appointment of Successor
Trustee.

          (a)  No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor trustee under Section 610 hereof.

                                      -81-

<PAGE>

          (b)  The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument executed by authority of the Board of
Directors, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor trustee. If an instrument of acceptance by a successor
trustee shall not have been delivered to the Trustee within thirty (30) days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper, appoint a
successor trustee.

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

          (d)  If at any time:

                   (1) the Trustee shall fail to comply with the provisions of
          Trust Indenture Act Section 310(b) after written request therefor by
          the Company or by any Holder who has been a bona fide Holder of a
          Security for at least six months, or

                   (2) the Trustee shall cease to be eligible under Section 608
          hereof and shall fail to resign after written request therefor by the
          Company or by any Holder who has been a bona fide Holder of a Security
          for at least six months, or

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

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 511 hereof, the Holder of any Security who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor trustee and supersede the successor trustee appointed by the Company.
If no successor trustee shall have been so appointed by the

                                      -82-

<PAGE>

Company or the Holders of the Securities and accepted appointment in the manner
hereinafter provided, the Holder of any Security who has been a bona fide Holder
for at least six months may, subject to Section 511 hereof, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor trustee.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

          Section 610. Acceptance of Appointment by Successor.

          Every successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
trustee, upon payment of its charges then unpaid, such retiring Trustee shall,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such Trustee or such
successor trustee to secure any amounts then due such Trustee pursuant to the
provisions of Section 606 hereof.

          No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 610 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $50,000,000 or which shall be a
wholly owned subsidiary of a company that has a combined capital and surplus of
at least $50,000,000 and have a Corporate Trust Office or an agent selected in
accordance with Section 608 hereof.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 610, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
609 hereof. If the Company fails to give such notice within ten (10) days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be given at the expense of the Company.

                                      -83-

<PAGE>

          Section 611. Merger, Conversion, Consolidation or Succession to
 Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under Trust Indenture Act Section
310(a) and this Article Six and shall have a combined capital and surplus of at
least $50,000,000 or which shall be a wholly owned subsidiary of a company that
has a combined capital and surplus of at least $50,000,000 and have a Corporate
Trust Office or an agent selected in accordance with Section 608 hereof without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

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

          Section 612. Preferential Collection of Claims Against Company.

          If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated therein.

          Section 613. Certain Duties and Responsibilities.

          (1)  Except during the continuance of an Event of Default,

          (a)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (b)  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, but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall

                                      -84-

<PAGE>

     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture but shall not be required to
     verify the contents thereof.

          (2)  In case 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 their exercise, as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          Section 701. Company to Furnish Trustee Names and Addresses of
Holders.

          The Company shall furnish or cause to be furnished to the Trustee

          (a)  semiannually, not more than ten (10) days after each Regular
     Record Date, a list, in such form as the Trustee may reasonably require, of
     the names and addresses of the Holders as of such Regular Record Date; and

          (b)  at such other times as the Trustee may request in writing, within
     thirty (30) days after receipt by the Company of any such request, a list
     of similar form and content as of a date not more than fifteen (15) days
     prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

          Section 702. Disclosure of Names and Addresses of Holders.

          Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.

          Section 703. Reports by Trustee.

          Within sixty (60) days after November 1 of each year commencing with
the first November 1 after the Issue Date, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
November 1 in accordance with and to the extent required by Trust Indenture Act
Section 313(a). The Trustee shall also comply with Trust Indenture Act Section
313(b).

                                      -85-

<PAGE>

          Commencing at the time this Indenture is qualified under the Trust
Indenture Act, a copy of each report at the time of its mailing to Holders shall
be filed with the Commission and each stock exchange on which the Securities are
listed of which the Company has notified the Trustee in writing. The Company
shall notify the Trustee when Securities are listed on any stock exchange.

          Section 704. Reports by Company and Guarantors.

          (a)  Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, the Company shall, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents that the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so subject. The
Company shall also in any event (x) within 15 days of each Required Filing Date
(i) transmit by mail to all Holders of Securities, as their names and addresses
appear in the Security Register, without cost to such Holders and (ii) file with
the Trustee copies of the annual reports, quarterly reports and other documents
that the Company would have been required to file with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to
such Sections and (y) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder of Securities at the
Company's cost.

          (b)  For so long as any of the Securities remain outstanding and are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Company covenants and agrees that it shall, during any
period in which it is not subject to Section 13(a), 13(c) or 15(d) under the
Exchange Act, make available to any Holder of the Securities in connection with
any sale thereof and any prospective purchaser of the Securities from such
Holder, in each case upon request, the information specified in, and meeting the
requirements of, Rule 144A(d)(4) under the Securities Act.

          (c)  The Trustee has no duty to review any financial or other reports
for purposes of determining compliance with this or any other provisions of this
Indenture.

          Section 705. Conference Calls with Investors.

          The Company shall conduct a conference call with investors to discuss
the Company's quarterly and year to date results of operations at least once a
quarter, which conference call (i) in the case of a fiscal quarter that is one
of the first three fiscal quarters of its fiscal year, shall be conducted no
later than 45 days after the end of such fiscal quarter, and (ii) in the case of
the fourth fiscal quarter of its fiscal year, shall be conducted no later than
90 days after the end of the fourth fiscal quarter.

                                      -86-

<PAGE>

                                  ARTICLE EIGHT

                             CONSOLIDATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE

          Section 801. When the Company May Merge, Etc.

          (a)  The Company shall not consolidate with or merge into, or sell,
assign, convey, lease or transfer all or substantially all of its assets and
those of its Subsidiaries taken as a whole to, any Person, unless

          (i)   the resulting, surviving or transferee Person expressly assumes
     all the obligations of the Company under the Securities and this Indenture;

          (ii)  such Person shall be organized and existing under the laws of
     the United States of America, a state thereof or the District of Columbia;

          (iii) at the time of the occurrence of such transaction and after
     giving effect to such transaction on a pro forma basis, such Person could
     incur $1.00 of additional Indebtedness pursuant to the covenant described
     in the initial paragraph under Section 1008 hereof (assuming a market rate
     of interest with respect to such additional Indebtedness);

          (iv)  at the time of the occurrence of such transaction and after
     giving effect to such transaction on a pro forma basis, the Consolidated
     Net Worth of such Person shall be equal to or greater than the Consolidated
     Net Worth of the Company immediately prior to such transaction;

          (v)   each Guarantor, to the extent applicable, shall by supplemental
     indenture confirm that its Guarantee shall apply to such Person's
     obligations under the Securities; and

          (vi)  immediately before and immediately after giving effect to such
     transaction and treating any Indebtedness that becomes an obligation of the
     Company or any of its Subsidiaries or of such Person as a result of such
     transaction as having been incurred by the Company or such Subsidiary or
     such Person, as the case may be, at the time of such transaction, no
     Default or Event of Default shall have occurred and be continuing.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel, covering clauses (i), (ii), (v) and (vi) above, stating that
the proposed transaction and such supplemental indentures comply with this
Indenture and with Section 903 hereof. The Trustee shall be entitled to
conclusively rely upon such Officers' Certificate and Opinion of Counsel which
opinion shall also comply with Section 903 hereof.

                                      -87-

<PAGE>

          (b)  No Guarantor shall, and the Company shall not permit a Guarantor
to, in a single transaction or series of related transactions merge or
consolidate with or into any other corporation (other than the Company or any
other Guarantor) or other entity, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to
any entity (other than the Company or any other Guarantors) unless at the time
and giving effect thereto:

          (i)  either (1) such Guarantor shall be the continuing corporation or
     (2) the entity (if other than such Guarantor) formed by such consolidation
     or into which such Guarantor is merged or the entity that acquires by sale,
     assignment, conveyance, transfer, lease or disposition the properties and
     assets of such Guarantor shall be a corporation duly organized and validly
     existing under the laws of the jurisdiction under which such Subsidiary was
     organized or under the laws of the United States of America, any state
     thereof or the District of Columbia or under the laws of any jurisdiction
     within the European Union and expressly assumes by a supplemental
     indenture, executed and delivered to the Trustee, in a form reasonably
     satisfactory to the Trustee, all the obligations of such Guarantor under
     the Securities, the Indenture and the Guarantee provided by such Guarantor;
     and

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

          Such Guarantor shall deliver to the Trustee prior to the consummation
of the proposed transaction, in form and substance reasonably satisfactory to
the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, conveyance, transfer, lease
or disposition and such supplemental indenture, if required, comply with this
Indenture. The Trustee shall be entitled to conclusively rely upon such
Officers' Certificate and Opinion of Counsel, which opinion shall also comply
with Section 903 hereof.

          The provisions of this Section 801(b) shall not apply to any
transaction (including any Asset Sale made in accordance with Section 1009
hereof) with respect to any Guarantor if the Guarantee of such Guarantor is
released in connection with such transaction in accordance with Section 1019(b)
hereof.

          Section 802. Successor Substituted.

          Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer or disposition of all or substantially all of the properties and assets
of the Company or any Guarantor in accordance with Section 801 hereof, the
successor Person formed by such consolidation or into which the Company or such
Guarantor, as the case may be, is merged or the successor Person to which such
sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, under this Indenture, the
Securities and/or such Guarantee, as the case may be, with the same effect as if
such successor had been named as the Company or such Guarantor, as the case may
be, herein, in the Securities and/or in such

                                      -88-

<PAGE>

Guarantee, as the case may be. When a successor assumes all the obligations of
its predecessor under this Indenture, the Securities or a Guarantee, as the case
may be, the predecessor shall be released from those obligations; provided that
in the case of a transfer by lease, the predecessor shall not be released from
the payment of principal and interest on the Securities or a Guarantee, as the
case may be.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

          Section 901. Supplemental Indentures and Agreements without Consent of
Holders.

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

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

          (ii)   to provide for the assumption pursuant to Article Eight hereof
     of the Company's or a Guarantor's obligations to the Holders in the case of
     a merger, consolidation or sale of assets;

          (iii)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (iv)   to make any change that does not adversely affect the rights
     hereunder or thereunder of any Holder;

          (v)    to comply with requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the Trust
     Indenture Act;

          (vi)   to add a Guarantor pursuant to the requirements of Section 1019
     hereof;

          (vii)   to evidence and provide the acceptance of the appointment of a
     successor trustee hereunder;

          (viii) to provide collateral for the Securities or the Guarantees, and
     in connection therewith, to modify covenants, to provide additional
     indemnity to the Trustee, and to modify other provisions of this Indenture,
     the Securities or the Guarantees that relate to such collateral or that
     will or may be impacted by the providing of such collateral, and to enter
     into agreements, documents or other instruments to effect the foregoing;

                                      -89-

<PAGE>

          (ix)  to comply with any requirement of the Commission or applicable
     law to effectuate the Exchange Offer; or

          (x)   to add to the covenants of the Company, any Guarantor or any
     other obligor upon the Securities for the benefit of the Holders, or to
     surrender any right or power herein conferred upon the Company, any
     Guarantor or any other obligor upon the Securities, as applicable, herein,
     in the Securities or in any Guarantee.

          Section 902. Supplemental Indentures and Agreements with Consent of
Holders.

          With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company, each Guarantor, and the Trustee, the Company, and each
Guarantor (if a party thereto) when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto or
agreements or other instruments with respect to any Guarantee in form and
substance satisfactory to the Trustee for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture, the Securities or any Guarantee; provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

          (i)   reduce the principal amount of Securities whose Holders must
     consent to an amendment or waiver;

          (ii)  reduce the rate of, or change the time for payment of, interest,
     including default interest, on any Security;

          (iii) reduce the principal of or change the fixed maturity of any
     Security, or alter the optional redemption provisions, or alter the price
     at which the Company shall offer to purchase such Securities pursuant to
     Sections 1014 or 1109 hereof;

          (iv)  make any Security payable in money other than that stated in the
     Security;

          (v)   make any change in Sections 504 or 507 hereof;

          (vi)  waive a Default or Event of Default in the payment of principal
     of, premium, if any, or interest on the Securities, including any such
     obligation arising under Sections 1009 and 1109 or Section 1014 hereof
     (except a rescission of acceleration of the Securities pursuant to Section
     502 hereof by the Holders of at least a majority (or in the case of the
     failure to make a Change of Control Offer, two-thirds) in aggregate
     principal amount of the Securities then Outstanding and a waiver of the
     payment default that resulted from such acceleration);

                                      -90-

<PAGE>

          (vii)  waive a purchase payment required to be made under Section 1009
     and 1109 or Section 1014 or a payment under Article Thirteen hereof with
     respect to any Security; or

          (viii) make any change in the provisions of this Section 902.

          Upon the written request of the Company and each Guarantor,
accompanied by a copy of a Board Resolution authorizing the execution of any
such supplemental indenture or Guarantee, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall, subject
to Section 903 hereof, join with the Company and each Guarantor in the execution
of such supplemental indenture or Guarantee.

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

          Section 903. Execution of Supplemental Indentures and Agreements.

          In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement or instrument permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Trust Indenture Act Section 315(a)
through 315(d) and Section 602 hereof) shall be fully protected in relying upon,
an Opinion of Counsel and an Officers' Certificate stating that the execution of
such supplemental indenture, agreement or instrument is authorized or permitted
by this Indenture, that no consent is required or that all requisite consents
have been received and that such supplemental indenture constitutes the legal,
valid and binding obligation of the Company, such Guarantor or successor, as the
case may be, enforceable against such entity in accordance with its terms,
subject to customary exceptions. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture, agreement or instrument which
affects the Trustee's own rights, duties or immunities under this Indenture, any
Guarantee or otherwise.

          Section 904. Revocation Effect of Supplemental Indentures.

          Until a supplemental indenture, amendment or waiver becomes effective,
a consent to it by a Holder of a Security is a continuing consent by the Holder
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
consent is not made on any Security.

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

                                      -91-

<PAGE>

          Section 905. Conformity with Trust Indenture Act.

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

          Section 906. Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

          Section 1001. Payment of Principal, Premium and Interest.

          The Company shall duly and punctually pay the principal of, premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

          Section 1002. Maintenance of Office or Agency.

          The Company shall maintain (or cause to be maintained) an office or
agency where Securities may be presented or surrendered for payment. The Company
also shall maintain (or cause to be maintained) in Philadelphia, Pennsylvania an
office or agency where Securities may be surrendered for registration or
transfer, redemption or exchange and where notices and demands to or upon the
Company in respect of the Securities 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 any such offices or agencies. If at any time the
Company shall fail to maintain (or cause to be maintained) any such required
offices or agencies or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the office of the agent of the Trustee described above and the Company
hereby appoints such agent as its agent to receive all such presentations,
surrenders, notices and demands.

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

                                      -92-

<PAGE>

          Section 1003. Compliance Certificate.

          (a)  The Company shall deliver to the Trustee, within one hundred and
twenty (120) days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each has kept, observed,
performed and fulfilled its Indenture Obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge each has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
or thereof (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action each is taking or proposes to take with respect thereto).

          (b)  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered to the Trustee pursuant to Section 704(a) shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation reasonably
satisfactory to the Trustee) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
which would lead them to believe that the Company or any of its Subsidiaries has
violated any provisions of Article Eight or Sections 1006, 1008 and 1010 hereof
or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any
such violation.

          (c)  The Company shall, so long as any of the Securities 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, Event of Default or other event of default and what action the Company
is taking or propose to take with respect thereto.

          Section 1004. Taxes.

          The Company shall, and shall cause each of its Subsidiaries to, pay
prior to delinquency all material taxes, assessments and governmental levies
except as are being contested in good faith and by appropriate proceedings
diligently conducted and in respect of which appropriate reserves (in the good
faith judgment of management of the Company) are being maintained in accordance
with GAAP.

          Section 1005. Limitations on Investments.

          The Company shall not, and shall not permit any Restricted
Subsidiaries, directly or indirectly, to make any Investment after the Issue
Date, other than (i) Permitted Investments; and (ii) Restricted Investments
permitted pursuant to Section 1006 hereof.

                                      -93-

<PAGE>

                  Section 1006. Limitations on Restricted Payments.

                  Subject to the other provisions of this Section 1006, the
Company shall not, nor shall it cause, permit or suffer any Restricted
Subsidiary to, (i) declare or pay any dividends or make any other distributions
(including through mergers, liquidations or other transactions) on any class of
Equity Interests of the Company or such Restricted Subsidiary or the exercise
thereof (other than (x) dividends or distributions payable by a Restricted
Subsidiary on account of its Equity Interests held by the Company or another
Restricted Subsidiary or (y) payable in shares of Capital Stock of the Company
other than Redeemable Stock), (ii) make any payment on account of, or set apart
money for a sinking or other analogous fund for, the purchase, redemption or
other retirement of such Equity Interests, (iii) purchase, defease, redeem or
otherwise retire any Indebtedness issued by the Company or any Restricted
Subsidiary that is Subordinated Indebtedness to the Securities, or (iv) make any
Restricted Investment, either directly or indirectly, whether in cash or
property or in obligations of the Company (all of the foregoing being called
"Restricted Payments"), unless (x) in the case of a dividend, such dividend is
payable not more than 60 days after the date of declaration and (y) after giving
effect to such proposed Restricted Payment, all the conditions set forth in
clauses (1) through (3) below are satisfied (A) at the date of declaration (in
the case of any dividend), (B) at the date of such setting apart (in the case of
any such fund) or (C) on the date of such other payment or distribution (in the
case of any other Restricted Payment) (each such date being referred to as a
"Computation Date"):

                  (1) no Default or Event of Default shall have occurred and be
         continuing or would result from the making of such Restricted Payment;

                  (2) at the Computation Date for such Restricted Payment and
         after giving effect to such Restricted Payment on a pro forma basis,
         the Company or such Restricted Subsidiary could incur $1.00 of
         additional Indebtedness pursuant to the covenant described in the
         initial paragraph under Section 1008 hereof; and

                  (3) the aggregate amount of Restricted Payments declared, paid
         or distributed subsequent to the Issue Date (including the proposed
         Restricted Payment) shall not exceed the sum of (i) 50% of the
         cumulative Consolidated Net Income of the Company for the period (taken
         as one accounting period) commencing on the first day of the first full
         quarter after the Issue Date to and including the last day of the
         Company's last fiscal quarter ending prior to the Computation Date
         (each such period to constitute a "Computation Period") (or, in the
         event Consolidated Net Income of the Company during the Computation
         Period is a deficit, then minus 100% of such deficit), (ii) the
         aggregate Net Cash Proceeds of the issuance or sale or the exercise
         (other than to a Subsidiary or an employee stock ownership plan or
         other trust established by the Company or any of its Subsidiaries for
         the benefit of their employees) of the Company's Equity Interests
         (other than Redeemable Stock) subsequent to the Issue Date, and (iii)
         $15,000,000.

                  If no Default or Event of Default has occurred and is
continuing or would occur as a result thereof, the prohibitions set forth above
are subject to the following exceptions: (a) Restricted Investments acquired by
the Company in connection with any Asset Sale

                                      -94-

<PAGE>

consummated in accordance with Section 1009, hereof, to the extent such
Investments are permitted under such covenant, provided, however, that such
Restricted Investments shall be excluded in the calculation of the amount of
Restricted Payments previously made for purposes of clause (3) of the preceding
paragraph; (b) any purchase or redemption of Equity Interests or Subordinated
Indebtedness made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Equity Interests of the Company (other than Redeemable Stock
and other than Equity Interests issued or sold to a Subsidiary or an employee
stock ownership plan), provided, however, that (x) such purchase or redemption
shall be excluded in the calculation of the amount of Restricted Payments
previously made for purposes of clause (3) of the preceding paragraph and (y)
the Net Cash Proceeds from such sale shall be excluded for purposes of clause
3(ii) of the preceding paragraph to the extent utilized for purposes of such
purchase or redemption; (c) any purchase or redemption of Subordinated
Indebtedness of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Indebtedness of the Company or
any Restricted Subsidiary that is permitted to be issued pursuant to the
provisions of Section 1008 hereof, provided, however, that such purchase or
redemption shall be excluded in the calculation of the amount of Restricted
Payments previously made for purposes of clause (3) of the preceding paragraph;
and (d) the purchase of Capital Stock held by employees of the Company or any
Subsidiary pursuant to any employee stock ownership plan thereof upon the
termination, retirement or death of any such employee in accordance with the
provisions of any such plan in an amount not greater than $2,000,000 in any
calendar year, provided, however, that any such purchase shall be included in
the calculation of the amount of Restricted Payments previously made for
purposes of clause (3) of the preceding paragraph.

                  For purposes of this Section 1006, (a) the amount of any
Restricted Payment declared, paid or distributed in property of the Company or
any Restricted Subsidiary shall be deemed to be the net book value of any such
property that is intangible property and the Fair Market Value (as determined in
good faith by and set forth in a resolution of the Board of Directors) of any
such property that is tangible property at the Computation Date, in each case,
after deducting related reserves for depreciation, depletion and amortization;
(b) the amount of any Restricted Payment declared, paid or distributed in
obligations of the Company or any Restricted Subsidiary shall be deemed to be
the principal amount of such obligations as of the date of the adoption of a
resolution by the Board of Directors or such Restricted Subsidiary authorizing
such Restricted Payment; and (c) a distribution to holders of the Company's
Equity Interests of (i) shares of Capital Stock or other Equity Interests of any
Restricted Subsidiary or (ii) other assets of the Company, without, in either
case, the receipt of equivalent consideration therefor shall be regarded as the
equivalent of a cash dividend equal to the excess of the Fair Market Value of
the Equity Interests or other assets being so distributed at the time of such
distribution over the consideration, if any, received therefor.

                  Section 1007. Limitations on Payment Restrictions Affecting
Restricted Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distribution to the Company or its Restricted Subsidiaries on its

                                      -95-

<PAGE>

Equity Interests, (ii) pay any Indebtedness owed to the Company or any other
Restricted Subsidiary, (iii) make loans or advances to the Company or any other
Restricted Subsidiary or (iv) transfer any of its property or assets to the
Company or any other Restricted Subsidiary, except (A) consensual encumbrances
or restrictions contained in or created pursuant to the Credit Agreements and
Existing Indebtedness listed on Schedule I hereto, (B) consensual encumbrances
or restrictions in the Securities and the Indenture, (C) any restriction, with
respect to a Restricted Subsidiary of the Company that is not a Subsidiary of
the Company on the Issue Date, in existence at the time such entity becomes a
Restricted Subsidiary of the Company; provided that such encumbrance or
restriction is not created in anticipation of or in connection with such entity
becoming a Subsidiary of the Company and is not applicable to any Person or the
properties or assets of any Person other than a Person that becomes a
Subsidiary, (D) any encumbrances or restrictions pursuant to an agreement
effecting a refinancing of Indebtedness referred to in clauses (A) or (C) of
this Section 1007 or contained in any amendment to any agreement creating such
Indebtedness, provided that the encumbrances and restrictions contained in any
such refinancing or amendment are not more restrictive taken as a whole (as
determined in good faith by the chief financial officer of the Company) than
those provided for in such Indebtedness being refinanced or amended, (E)
encumbrances or restrictions contained in any other Indebtedness permitted to be
incurred subsequent to the Issue Date pursuant to Section 1008 hereof, provided
that any such encumbrances or restrictions are not more restrictive taken as a
whole (as determined in good faith by the chief financial officer of the
Company) than the most restrictive of those provided for in the Indebtedness
referred to in clauses (A) or (C) of this Section 1007, (F) any such encumbrance
or restriction consisting of customary nonassignment provisions in leases
governing leasehold interests to the extent such provisions restrict the
transfer of the lease, (G) any restriction with respect to a Restricted
Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Restricted Subsidiary in compliance with the Indenture pending the closing of
such sale or disposition, provided that such restrictions apply solely to the
Capital Stock or assets of such Restricted Subsidiary that are being sold, or
(H) any encumbrance or restriction due to applicable law.

                  Section 1008. Limitations on Indebtedness.

                  The Company shall not, and shall not permit its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become liable with respect to or become responsible for the payment
of, contingently or otherwise ("incur"), any Indebtedness (including any
Acquired Indebtedness); provided, however, that the Company or a Guarantor of
the Company, may incur Indebtedness if at the time of such incurrence and after
giving pro forma effect thereto, the Company's Interest Coverage Ratio for the
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
Indebtedness is incurred, calculated on a pro forma basis as if such
Indebtedness was incurred on the first day of such four full fiscal quarter
period, would be at least 2.0 to 1.0.

                  Notwithstanding the foregoing, the limitations of this Section
1008 shall not apply to the incurrence of Permitted Indebtedness.

                                      -96-

<PAGE>

                  Section 1009. Limitations on Asset Sales.

                  (a) The Company shall not, and shall not permit any Restricted
         Subsidiary to, make any Asset Sale (other than to the Company or
         another Restricted Subsidiary) unless (i) the Company or such
         Restricted Subsidiary receives consideration at the time of such Asset
         Sale at least equal to the Fair Market Value of the assets sold or
         otherwise disposed of, and at least 85% of the consideration received
         by the Company or such Restricted Subsidiary from such Asset Sale is in
         the form of cash or Cash Equivalents and (ii) the Net Proceeds received
         by the Company or such Restricted Subsidiary from such Asset Sale are
         applied in accordance with the following paragraphs.

                  (b) (i) If all or a portion of the Net Proceeds of any Asset
         Sale are not required to be applied to repay permanently any Senior
         Indebtedness of the Company then outstanding as required by the terms
         thereof, or the Company determines not to apply such Net Proceeds to
         the permanent prepayment of any Senior Indebtedness outstanding or if
         no such Senior Indebtedness is then outstanding, then the Company may
         within 365 days of the Asset Sale, invest the Net Proceeds in the
         Company or one or more Restricted Subsidiaries. The amount of such Net
         Proceeds neither used to permanently repay or prepay Senior
         Indebtedness nor used or invested as set forth in this paragraph
         constitutes "Excess Proceeds."

                  (ii) When the aggregate amount of Excess Proceeds from one or
         more Asset Sales equals $10,000,000 or more, the Company shall apply
         100% of such Excess Proceeds within 365 days subsequent to the
         consummation of the Asset Sale that resulted in the Excess Proceeds
         equaling $10,000,000 or more to the purchase of Securities tendered to
         the Company for purchase at a price (the "Asset Sale Purchase Price")
         equal to 100% of the principal amount thereof, plus accrued interest,
         if any, to the date of purchase pursuant to an offer to purchase made
         by the Company (an "Asset Sale Offer") with respect to the Securities.
         Any Asset Sale Offer may include a pro rata offer under similar
         circumstances to purchase other Senior Indebtedness requiring a similar
         offer.

                  (c) Until such time as the Net Proceeds from any Asset Sale
are applied in accordance with this Section 1009, such Net Proceeds shall be
segregated from the other assets of the Company and the Subsidiaries and
invested in cash or Cash Equivalents, except that the Company or any Restricted
Subsidiary may use any Net Proceeds pending the utilization thereof in the
manner (and within the time period) described above, to repay revolving loans
(under the Credit Agreements or otherwise) without a permanent reduction of the
commitment thereunder.

                  (d) Any Asset Sale Offer shall be made substantially in
accordance with the procedures described under Section 1109 hereof. The Company
shall cause a notice of any Asset Sale Offer to be mailed to the Holders at
their registered addresses not less than 30 days nor more than 60 days before
the purchase date. Such notice shall contain all instructions and materials
necessary to enable Holders to tender their Securities to the Company. Upon
receiving notice of an Asset Sale Offer, Holders may elect to tender their
Securities in whole or in part in integral multiples of $1,000 in exchange for
cash. To the extent that Holders properly tender Securities in an amount
exceeding the Asset Sale Offer, Securities of tendering Holders shall be

                                      -97-

<PAGE>

repurchased on a pro rata basis (based on amounts tendered). Upon completion of
the purchase of all the Securities tendered pursuant to an Asset Sale Offer (if
any), the amount of Excess Proceeds, if any, shall be reset at zero.

                  (e) In the event the Company is required to make an Asset Sale
Offer at a time when the Company is prohibited from making such Offer, the
Company shall, on or prior to the date that the Company is required to make an
Asset Sale Offer, (i) seek the consent of its lenders to repurchase the
Securities pursuant to such Asset Sale Offer or (ii) refinance the Indebtedness
that prohibits such Asset Sale Offer; provided, however, that the failure to
make or consummate the Asset Sale Offer as provided herein shall constitute an
Event of Default.

                  (f) The Company shall comply, to the extent applicable, with
the requirements of Rule 14e-1 under the Exchange Act, any other tender offer
rules under the Exchange Act and other securities laws or regulations in
connection with any offer to repurchase and the repurchase of the Securities as
described above.

                  (g) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create or permit to exist or become effective any
consensual restriction (other than restrictions not more restrictive taken as a
whole (as determined in good faith by the chief financial officer of the
Company) than those in effect under Existing Indebtedness, and Indebtedness
under the Credit Agreements) that would materially impair the ability of the
Company to comply with the provisions of this Section 1009.

                  Section 1010. Limitations on Sale and Leaseback Transactions.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction unless (i) at the
time of the occurrence of such transaction and after giving effect to such
transaction and (x) in the case of a Sale and Leaseback Transaction that is a
Capitalized Lease Obligation, giving effect to the Indebtedness in respect
thereof, and (y) in the case of any other Sale and Leaseback Transaction, giving
effect to the Attributable Indebtedness in respect thereof, the Company or such
Restricted Subsidiary could incur $1.00 of additional Indebtedness pursuant to
the covenant described in the initial paragraph under Section 1008 hereof, (ii)
at the time of the occurrence of such transaction, the Company or such
Restricted Subsidiary could incur Indebtedness secured by a Lien on property in
a principal amount equal to or exceeding the Attributable Indebtedness in
respect of such Sale and Leaseback Transaction pursuant to Section 1012 hereof,
and (iii) the transfer of assets in such Sale and Leaseback Transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, Section 1009.

                  Section 1011. Limitations on Transactions With Affiliates.

                  (a) The Company and its Restricted Subsidiaries shall not,
directly or indirectly, enter into any transaction or series of related
transactions with or for the benefit of any of their respective Affiliates other
than with, between or among the Company and any Restricted Subsidiaries, except
on an arm's-length basis and if (x) (i) in the case of any such transaction in
which the aggregate remuneration, rental value or other consideration (including
the value of a

                                      -98-

<PAGE>

loan), together with the aggregate remuneration, rental value or other
consideration (including the value of a loan) of all such other transactions
consummated in the year during which such transaction is proposed to be
consummated, exceeds $2,000,000, the Company delivers board resolutions to the
Trustee evidencing that the Board of Directors and the Independent Directors
that are disinterested each have (by a majority vote) determined in good faith
that such transaction is in the best interests of the Company and that the
aggregate remuneration, rental value or other consideration (including the value
of any loan) inuring to the benefit of such affiliate from any such transaction
is not greater than that which would be charged to or extended by the Company or
its Subsidiaries, as the case may be, on an arm's-length basis for similar
properties, assets, rights, goods or services by or to a Person not affiliated
with the Company or its Subsidiaries, as the case may be, and (ii) in the case
of any such transaction in which the aggregate remuneration, rental value or
other consideration (including the value of any loan), together with the
aggregate remuneration, rental value or other consideration (including the value
of any loan) of all such other transactions consummated in the year during which
such transactions are proposed to be consummated, exceeds $10,000,000, in
addition to the requirements set forth in clause (x)(i) above, the Company
delivers to the Trustee an opinion evidencing that a nationally recognized
investment banking firm, unaffiliated with the Company and the Affiliate that is
party to such transaction, has determined that the aggregate remuneration,
rental value or other consideration (including the value of a loan) inuring to
the benefit of such Affiliate from any such transaction is not greater than that
which would be charged to or extended by the Company or its Subsidiaries, as the
case may be, on an arm's-length basis for similar properties, assets, rights,
goods or services by or to a Person not affiliated with the Company or its
Subsidiaries, as the case may be, and (y) all such transactions referred to in
clauses (x)(i) and (ii) of this Section 1011 are entered into in good faith. Any
transaction required to be approved by Independent Directors pursuant to the
preceding paragraph must be approved by at least one such Independent Director.

                  (b) The provisions of the preceding paragraph do not prohibit
(i) any Restricted Payment permitted to be paid pursuant to the provisions of
Section 1006 hereof, (ii) any Permitted Investment, (iii) any issuance of
securities, or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock options and stock
ownership plans approved by the Board of Directors, (iv) loans or advances to
employees in the ordinary course of business consistent with past practices, not
to exceed $1,000,000 aggregate principal amount outstanding at any time, and (v)
the payment of fees and compensation to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any of its
Subsidiaries, as determined by the Board of Directors in good faith and as paid
or provided pursuant to agreements or arrangements entered into in the ordinary
course of business.

                  Section 1012. Limitations on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of
their respective assets or properties now owned or acquired after the Issue
Date, or any income or profits therefrom, unless the Securities are directly
secured equally and ratably (or prior to in the case of Liens with respect to

                                      -99-

<PAGE>

Indebtedness subordinated to the Securities or the Guarantees, as the case may
be), excluding, however, from the operation of the foregoing any of the
following:

                  (a) Liens existing as of the Issue Date or pursuant to an
         agreement in existence on the Issue Date, including the Credit
         Agreements;

                  (b) Permitted Liens;

                  (c) Liens on assets or properties of the Company, or on assets
         or properties of Restricted Subsidiaries, to secure the payment of all
         or a part of the purchase price of assets or property acquired or
         constructed after the Issue Date; provided, however, that (i) the
         aggregate principal amount of Indebtedness secured by such Liens shall
         not exceed the original cost or purchase price of the assets or
         property so acquired or constructed, (ii) the Indebtedness secured by
         such Liens is otherwise permitted to be incurred hereunder and (iii)
         such Liens shall not encumber any assets or property of the Company or
         any Restricted Subsidiary other than the assets or property acquired
         (plus improvements, accessions, additions, repairs, and replacements in
         respect thereof) and the Indebtedness secured by the Lien shall not be
         created more than 90 days after the later of the acquisition,
         completion of construction, repair, improvement, addition or
         commencement of full operation of the property subject to the Lien;

                  (d) Liens on the assets or property acquired by the Company or
         any Restricted Subsidiary after the Issue Date; provided, however, that
         (i) such Liens existed on the date such asset or property was acquired
         and were not incurred as a result of or in anticipation of such
         acquisition and (ii) such Liens shall not extend to or cover any
         property or assets of the Company or any Restricted Subsidiary other
         than the property or assets so acquired (plus improvements, accessions,
         additions, repairs, and replacements in respect thereof);

                  (e) Liens securing Indebtedness which is incurred to
         refinance, refund, extend, defer or renew Indebtedness which has been
         secured by a Lien permitted under the Indenture and which is permitted
         to be refinanced, refunded, extended, deferred, or renewed under the
         Indenture; provided, however, that such Liens shall not extend to or
         cover any property or assets of the Company or any Restricted
         Subsidiary other than the property or assets (plus improvements,
         accessions, additions, repairs, and replacements in respect thereof)
         securing the Indebtedness so refinanced, refunded, extended, deferred,
         or renewed;

                  (f) Liens on assets or property of the Company or any
         Restricted Subsidiary that is subject to a Sale and Leaseback
         Transaction, provided, that the aggregate principal amount of
         Attributable Indebtedness in respect of all Sale and Leaseback
         Transactions then outstanding shall not at the time such a Lien is
         incurred exceed $5,000,000;

                  (g) Liens on property or shares of Capital Stock of a Person
         at the time such Person becomes a Restricted Subsidiary; provided,
         however, that such Liens are not created, incurred or assumed in
         contemplation of the acquisition thereof by the Company

                                     -100-

<PAGE>

         or a Subsidiary; provided, further, that such Liens shall not extend to
         any other property owned by the Company or a Restricted Subsidiary;

                  (h) Liens securing Indebtedness of a Restricted Subsidiary
         owing to the Company or a Wholly-Owned Restricted Subsidiary;

                  (i) Liens on assets or property (and the proceeds thereof) of
         the Company or any Restricted Subsidiary securing the obligations
         incurred under clause (d) of the definition of "Permitted Indebtedness"
         in Section 101 hereof;

                  (j) Liens on assets or properties (and the proceeds thereof)
          of Restricted Subsidiaries that are Foreign Subsidiaries securing the
          obligations incurred under clause (e) of the definition of "Permitted
          Indebtedness" in Section 101 hereof;

                  (k) Liens securing Indebtedness in respect of Hedging
          Obligations permitted to be incurred pursuant to the provisions of the
          definition of "Permitted Indebtedness" in Section 101 hereof;

                  (l) Liens on shares of Capital Stock or other securities of an
      Unrestricted Subsidiary that secure Indebtedness or other obligations of
      such Unrestricted Subsidiary; and

                  (m) other Liens incurred in the ordinary course of business of
      the Company or any Restricted Subsidiary with respect to Indebtedness or
      other obligations of the Company or any of its Restricted Subsidiaries
      that do not exceed at any one time outstanding $10,000,000 in the
      aggregate.

                  Section 1013. Corporate Existence.

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

                  Section 1014. Change of Control.

                  (a) In the event of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall notify the
Holders in writing of such occurrence and shall make an irrevocable offer (the
"Change of Control Offer") to purchase on a Business

                                      -101-

<PAGE>

Day (the "Change of Control Payment Date") not later than 60 days following the
Change of Control Date, all Securities then outstanding at a purchase price (the
"Change of Control Purchase Price") equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the Change of Control
Payment Date.

                  (b) Notice of a Change of Control Offer shall be mailed by the
Company to the Holders at their registered addresses not less than 30 days nor
more than 60 days before the Change of Control Payment Date. The Change of
Control Offer shall remain open for at least 20 Business Days and until 5:00
p.m., New York City time, on the Business Day next preceding the Change of
Control Payment Date. Substantially simultaneously with mailing of the notice,
the Company shall cause a copy of such notice to be published in a newspaper of
general circulation in the Borough of Manhattan, The City of New York.

                  (c) The notice, which governs the terms of the Change of
Control Offer, shall state:

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 1014 and that all Securities (or portions thereof)
         tendered will be accepted for payment;

                  (ii)  the Change of Control Purchase Price and the Change of
         Control Payment Date;

                  (iii)  that any Securities not surrendered or accepted for
         payment shall continue to accrue interest;

                  (iv) that, unless the Company defaults in the payment of the
         Change of Control Purchase Price, any Securities accepted for payment
         pursuant to the Change of Control Offer shall cease to accrue interest
         after the Change of Control Payment Date;

                  (v) that any Holder electing to have a Security purchased (in
         whole or in part) pursuant to a Change of Control Offer shall be
         required to surrender the Security, with the form entitled "Option of
         Holder to Elect Purchase" on the reverse of the Security completed, to
         the Paying Agent at the address specified in the notice (or otherwise
         make effective delivery of the Security pursuant to book-entry
         procedures and the related rules of the applicable Depositary) at least
         five Business Days before the Change of Control Payment Date;

                  (vi) that any Holder shall be entitled to withdraw its
         election if the Paying Agent receives, not later than three (3)
         Business Days prior to the Change of Control Payment Date, a telegram,
         telex, facsimile transmission or letter setting forth the name of the
         Holder, the principal amount of the Security the Holder delivered for
         purchase, the certificate number of the Security and a statement that
         such Holder is withdrawing his or her election to have such Security
         purchased;

                  (vii) that Holders whose Securities are purchased only in part
         shall be issued Securities representing the unpurchased portion of the
         Securities surrendered, which

                                      -102-

<PAGE>

         unpurchased portion must be equal to $1,000 principal amount or an
         integral multiple thereof;

                  (viii)  the instructions that Holders must follow in order to
         tender their Securities; and

                  (ix) the circumstances and relevant facts regarding such
         Change of Control (including but not limited to information with
         respect to pro forma financial information after giving effect to such
         Change of Control, and information regarding the Persons acquiring
         control).

                  (d) On the Change of Control Payment Date, the Company shall:

                  (i) accept for payment the Securities, or portions thereof,
         surrendered and properly tendered and not withdrawn, pursuant to the
         Change of Control Offer;

                  (ii) deposit with the Paying Agent money sufficient to pay the
         Change of Control Purchase Price of all the Securities, or portions
         thereof, so accepted; and

                  (iii) deliver to the Trustee the Securities so accepted
         together with an Officers' Certificate stating that such Securities
         have been accepted for payment by the Company.

The Paying Agent shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the Change of Control Purchase Price and
the Trustee shall promptly authenticate and mail to such Holders a new Security
equal in principal amount to the unpurchased portion of the Security
surrendered.

                  (e) Subject to applicable escheat laws, as provided in the
Securities, the Trustee and the Paying Agent shall upon the Company's written
request return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change of Control Purchase Price; provided, however, that (x) to the extent that
the aggregate amount of cash deposited by the Company pursuant to clause (ii) of
paragraph (d) above exceeds the aggregate Change of Control Purchase Price of
the Securities or portions thereof to be purchased, then the Trustee shall hold
such excess for the Company and (y) unless otherwise directed by the Company in
writing, promptly after the Business Day following the Change of Control Payment
Date the Trustee shall return any such excess to the Company together with
interest, if any, thereon.

                  (f) The Company shall comply, to the extent applicable, with
the requirements of Rule 14e-1 under the Exchange Act, any other tender offer
rules under the Exchange Act and other securities laws or regulations in
connection with the offer to repurchase and the repurchase of the Securities as
described above.

                  (g) In the event a Change of Control occurs at a time when the
Company is prohibited from purchasing Securities, the Company shall, within
thirty (30) days following a Change of Control (i) seek the consent of its
lenders to the purchase of the Securities or

                                      -103-

<PAGE>

(ii) refinance the Indebtedness that prohibits such purchase; provided, however,
that the failure to make or consummate the Change of Control Offer shall
constitute an Event of Default.

          (h) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create or permit to exist or become effective any restriction
(other than restrictions not more restrictive taken as a whole (as determined in
good faith by the chief financial officer of the Company) than those in effect
under Existing Indebtedness and Indebtedness under the Credit Agreements) that
would materially impair the ability of the Company to make a Change of Control
Offer to purchase the Securities or, if such Change of Control Offer is made, to
pay for the Securities tendered for purchase.

          Section 1015. Maintenance of Properties.

          The Company shall, and shall cause its Restricted Subsidiaries to,
maintain their respective properties and assets in normal working order and
condition as on the Issue Date (reasonable wear and tear excepted) and make all
repairs, renewals, replacements, additions, betterments and improvements
thereto, as shall be reasonably necessary for the proper conduct of the business
of the Company and its Restricted Subsidiaries taken as a whole, provided that
nothing herein shall prevent the Company or any of its Restricted Subsidiaries
from discontinuing any maintenance of any such properties if such discontinuance
is desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

          Section 1016. Maintenance of Insurance.

          The Company shall, and shall cause its Restricted Subsidiaries to
maintain liability, casualty and other insurance (subject to customary
deductibles and retentions) with responsible insurance companies in such amounts
and against such risks as is customarily carried by responsible companies
engaged in similar businesses and owning similar assets in the general areas in
which the Company and its Restricted Subsidiaries operate (which may include
self-insurance in comparable form to that maintained by such responsible
companies).

          Section 1017. [Intentionally omitted].

          Section 1018. Money for Security Payments to Be Held in Trust.

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

          If the Company is not acting as Paying Agent, the Company shall,
before 10:00 a.m. New York City time on each due date of the principal
of, premium, if any, or interest on any Securities, deposit with a Paying Agent
a sum in same-day funds sufficient to pay the principal, premium, if any, or
interest so becoming due, such sum to be held in trust for the benefit of the

                                     -104-

<PAGE>

Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company shall promptly notify the Trustee of such
action or any failure so to act.

          If the Company is not acting as Paying Agent, the Company shall cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent shall:

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

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

          (c) at any time during the continuance of any such Default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent; and

          (d) acknowledge, accept and agree to comply in all aspects with the
     provisions of this Indenture relating to the duties, rights and
     disabilities of such Paying Agent.

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

          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 Security and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in 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 thirty
(30) days from the date of such notification or publication, any unclaimed
balance of such money then remaining shall promptly be repaid to the Company.

                                     -105-

<PAGE>

          Section 1019. Subsidiary Guarantees.

          (a) If (i) any Domestic Subsidiary of the Company becomes a Restricted
Subsidiary after the Issue Date, (ii) the Company or any Subsidiary of the
Company that is a Guarantor transfers or causes to be transferred, in one
transaction or a series of related transactions, property or assets (including,
without limitation, businesses, divisions, real property, assets or equipment)
that in the aggregate have a value equal to or greater than 15% of the Company's
total assets determined on a consolidated basis as of the time of transfer to
any Subsidiary or Subsidiaries of the Company that is not a Guarantor or are not
Guarantors, (iii) any Domestic Subsidiary of the Company that has a value equal
to or greater than 5% of the Company's total assets determined on a consolidated
basis as of the time of determination directly or indirectly guarantees any
Senior Indebtedness of the Company, or (iv) any Foreign Subsidiary of the
Company which has a value equal to or greater than 5% of the Company's total
assets determined on a consolidated basis as of the time of determination and is
not a Guarantor (x) directly or indirectly guarantees any Senior Indebtedness of
the Company or (y) causes more than two-thirds of its Capital Stock to be
pledged to secure any Senior Indebtedness of the Company, the Company shall
cause such Subsidiary or Subsidiaries to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary or Subsidiaries shall
unconditionally guarantee, in accordance with Article Thirteen hereof, all of
the Company's obligations under the Indenture and the Securities on the same
terms as the other Guarantors, which Guarantee shall rank pari passu with any
Senior Indebtedness of such Subsidiary. The provisions of clauses (ii) and (iii)
of this paragraph shall not apply to any transaction permitted by Section 1009.
The Company may, at its option, cause any Subsidiary of the Company that is a
Foreign Subsidiary to execute and deliver a Guarantee in accordance with the
provisions of Article XIII of this Indenture.

          (b) Each guarantee created pursuant to the provisions described in the
foregoing paragraph is referred to as a "Guarantee" and the issuer of each such
Guarantee is referred to as a "Guarantor." Notwithstanding the foregoing, any
Guarantee shall be automatically and unconditionally released and discharged
upon (i) any sale, exchange, transfer or other disposition (by way of merger,
consolidation or otherwise), to any Person (provided, that if such Person is a
Guarantor, the Guarantee of such Person shall not also be released and
discharged) of (x) all of the Equity Interests of any Guarantor owned by the
Company and any Restricted Subsidiaries, or all or substantially all of the
assets of any Guarantor or (y) an amount of Equity Interests that results in any
Guarantor no longer being a Restricted Subsidiary or a Subsidiary of the
Company, which, in each case, is in compliance with this Indenture, or (ii) the
designation by the Company of any Guarantor to be an Unrestricted Subsidiary in
accordance with the Indenture, or (iii) the release of the guarantee or other
obligation of any Guarantor with respect to any other Senior Indebtedness of the
Company which caused such Guarantor to guarantee the Company's obligations under
this Indenture and the Securities in accordance with clause (iii) or (iv) of
paragraph (a) of this section.

                                     -106-

<PAGE>

          Section 1020. Limitations on Issuances and Sales of Capital Stock of
Restricted Subsidiaries.

          The Company (i) shall not, and shall not permit any Restricted
Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Capital
Stock of any Restricted Subsidiary to any Person other than the Company or a
Wholly-Owned Restricted Subsidiary), unless such transfer, conveyance, sale,
lease or other disposition constitutes an Asset Sale or a Permitted Investment
and, in the case of an Asset Sale, the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with the
covenant in Section 1009 hereof, and (ii) shall not permit any Restricted
Subsidiary to issue any of its Capital Stock (other than directors' qualifying
shares or shares to be held by foreign nationals, in each case to the extent
mandated by applicable law) to any Person other than the Company or a
Wholly-Owned Restricted Subsidiary.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

          Section 1101. Rights of Redemption.

          The Securities shall not be redeemable at the option of the Company
prior to March 15, 2007. On or after that date, the Securities shall be
redeemable at the option of the Company, in whole or in part from time to time,
on not less than thirty (30) nor more than sixty (60) days' prior notice, mailed
by first-class mail to the Holders' registered addresses, in cash, at the
following redemption prices (expressed as percentages of the principal amount),
if redeemed in the 12-month period commencing March 15 in the year indicated
below, in each case plus accrued and unpaid interest to the Redemption Date:

          Year                              Redemption
          ----                              ----------
          2007                              105.5000%
          2008                              102.7500%
          2009 and thereafter               100.0000%

          Any such redemption and notice may, in the Company's discretion, be
subject to the satisfaction of one or more conditions precedent. The Securities
will not be subject to, or entitled to the benefits of, any sinking fund.

          Notwithstanding the foregoing, at any time prior to March 15, 2006,
the Company, at its option, may redeem up to $47,250,000 aggregate principal
amount of the Securities from the net proceeds of one or more Public Equity
Offerings by the Company, at a redemption price of 111% of the principal amount
thereof, plus accrued and unpaid interest to the Redemption Date; provided that
at least $87,750,000 in aggregate principal amount of the Securities must remain
outstanding after such redemption. In order to effect the foregoing redemption,
the Company shall be required to send the redemption notice not less than thirty
(30) nor more than sixty (60) days prior to the Redemption Date. Any such notice
may be given prior

                                     -107-

<PAGE>

to the completion of the related Public Equity Offering, and any such redemption
or notice may, at the Company's discretion, be subject to the satisfaction of
one or more conditions precedent, including but not limited to the completion of
the related Public Equity Offering.

          Securities may be redeemed or repurchased as set forth in Sections
1009, 1014 and 1109 hereof. Any redemption pursuant to this Section 1101 shall
be made pursuant to the provisions of Sections 1102 through 1108 hereof.

          Section 1102. Applicability of Article.

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

          Section 1103. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities pursuant to
Section 1101 hereof shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date fixed by the Company (unless a shorter notice period shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, the Redemption Price and of the principal amount of Securities
to be redeemed.

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

          If less than all the Securities are to be redeemed, the particular
Securities or portions hereof to be redeemed shall be selected not more than
thirty (30) days prior to the Redemption Date by the Trustee, from the
Outstanding Securities not previously called for redemption, pro rata, by lot or
such other method as the Trustee shall deem fair and appropriate, and the
amounts to be redeemed may be equal to $1,000 or any integral multiple thereof.

          The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

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

          Section 1105. Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register. In connection with a redemption pursuant to
Section 1101 hereof, such notice may, at the

                                     -108-

<PAGE>

Company's discretion, be subject to the satisfaction of one or more conditions
precedent, including but not limited to the completion of any related Public
Equity Offering.

          All notices of redemption shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) if less than all Outstanding Securities are to be redeemed, the
     identification of the particular Securities to be redeemed;

          (d) in the case of a Security to be redeemed in part, the principal
     amount of such Security to be redeemed and that after the Redemption Date
     upon surrender of such Security, new Security or Securities in the
     aggregate principal amount equal to the unredeemed portion thereof will be
     issued;

          (e) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price;

          (f) that on the Redemption Date and, if applicable, upon the
     satisfaction of any conditions to such redemption set forth in such notice
     of redemption, the Redemption Price will become due and payable upon each
     such Security or portion thereof, and that (unless the Company shall
     default in payment of the Redemption Price) interest thereon shall cease to
     accrue on and after said date;

          (g) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price;

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

          (i) the CUSIP number, if any, relating to such Securities.

          In addition, if such redemption is subject to satisfaction of one or
more conditions precedent, such notice of redemption shall describe each such
condition, and if applicable, shall state that, in the Company's discretion, the
Redemption Date may be delayed until such time as any or all such conditions
shall be satisfied, or such redemption may not occur and such notice may be
rescinded in the event that any or all such conditions shall not have been
satisfied by the Redemption Date as stated in such notice, or by the Redemption
Date as so delayed.

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

                                     -109-

<PAGE>

          The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to mail such notice, or any defect in any
notice so mailed, to any particular Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

          Section 1106. Deposit of Redemption Price.

          On or prior to 10:00 a.m. New York City time on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1018 hereof) an amount of money in same-day funds sufficient
to pay the Redemption Price of and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date. When the Redemption Date falls on
an Interest Payment Date, payments of interest due on such date are to be paid
as provided hereunder as if no such redemption were occurring.

          Section 1107. Securities Payable on Redemption Date.

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

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

          Section 1108. Securities Redeemed or Purchased in Part.

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

                                     -110-

<PAGE>

to, and in exchange for, the unredeemed portion of the principal of the Security
so surrendered that is not redeemed or purchased.

          Section 1109. Asset Sale Offers.

          In the event that the Company shall commence an Asset Sale Offer
pursuant to Section 1009 hereof, it shall follow the procedures specified below.

          The Asset Sale Offer shall remain open for twenty (20) Business Days
after the date on which such Asset Sale Offer is commenced (the "Commencement
Date") except to the extent required to be extended pursuant to applicable law
(as so extended, the "Asset Sale Offer Period"). No later than one Business Day
after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase
Date"), the Company shall purchase the principal amount (the "Asset Sale Offer
Amount") of Securities required pursuant to Section 1009 hereof to be purchased
in such Asset Sale Offer or, if less than the Asset Sale Offer Amount has been
tendered, all Securities tendered in response to the Asset Sale Offer.

          If the Asset Sale Purchase Date is on or after a Regular Record Date
and on or before the related Interest Payment Date, any accrued interest shall
be paid to the Person in whose name a Security is registered at the close of
business on such Regular Record Date, and no additional interest shall be
payable to Holders who tender Securities pursuant to the Asset Sale Offer.

          On any Commencement Date, the Company shall send or cause to be sent,
by first class mail, a notice to each of the Holders, with a copy to the
Trustee. Such notice, which shall govern the terms of the Asset Sale Offer,
shall contain all instructions and materials necessary to enable the Holders to
tender Securities pursuant to the Asset Sale Offer and shall state:

          (1) that the Asset Sale Offer is being made pursuant to Section 1009
     hereof and this Section 1109 and the length of time the Asset Sale Offer
     shall remain open;

          (2) the Asset Sale Offer Amount, the Asset Sale Purchase Price and the
     Asset Sale Purchase Date;

          (3) that any Security not tendered or accepted for payment shall
     continue to accrue interest in accordance with this Indenture;

          (4) that, unless the Company defaults in the payment of the Asset Sale
     Purchase Price, all Securities accepted for payment pursuant to the Asset
     Sale Offer shall cease to accrue interest after the Asset Sale Purchase
     Date;

          (5) that Holders electing to have Securities purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Security, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the
     Security completed, to the Company, a depositary, if appointed by the
     Company, or a Paying Agent at the address specified in

                                     -111-

<PAGE>

     the notice prior to the close of business on the Business Day preceding the
     Asset Sale Purchase Date;

          (6) that Holders shall be entitled to withdraw their election if the
     Company, Depositary or Paying Agent, as the case may be, receives not later
     than the close of business on the Business Day preceding the termination of
     the Asset Sale Offer Period, a telegram, telex, facsimile transmission or
     letter setting forth the name of the Holder, the principal amount of the
     Security the Holder delivered for purchase, the certificate number on the
     Security and a statement that such Holder is withdrawing his election to
     have the Security purchased;

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

          (8) that Holders whose Securities are purchased only in part shall be
     issued new Securities equal in principal amount to the unpurchased portion
     of the Securities surrendered, which unpurchased portion must be equal to
     $1,000 principal amount or an integral multiples thereof.

          On or before 10:00 a.m. New York City time on each Asset Sale Purchase
Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in
immediately available funds the aggregate Asset Sale Purchase Price with respect
to a principal amount of Securities equal to the Asset Sale Offer Amount,
together with accrued interest thereon, to be held for payment in accordance
with the terms of this Section 1109. On the Asset Sale Purchase Date, the
Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis
to the extent necessary, an aggregate principal amount equal to the Asset Sale
Offer Amount of Securities tendered pursuant to the Asset Sale Offer, or if less
than the Asset Sale Offer Amount has been tendered, all Securities or portions
thereof tendered, (ii) deliver, or cause the Paying Agent or depositary, as the
case may be, to deliver to the Trustee Securities so accepted and (iii) deliver
to the Trustee an Officers' Certificate stating that such Securities or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 1109. The Company, a depositary or Paying Agent, as the case may
be, shall promptly (but in any case not later than two (2) Business Days after
the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount
equal to the Asset Sale Purchase Price with respect to the Securities tendered
by such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Security, and the Trustee shall authenticate and mail or
deliver such new Security, to such Holder, equal in principal amount to any
unpurchased portion of such Holder's Securities surrendered. Any Security not
accepted in the Asset Sale Offer shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce in a
newspaper of general circulation the results of the Asset Sale Offer on the
Asset Sale Purchase Date.

                                     -112-

<PAGE>

          The Asset Sale Offer shall be made by the Company in compliance with
all applicable laws, including, without limitation, the requirements of Rule
14e-1 under the Exchange Act, any other tender offer rules under the Exchange
Act and all other applicable federal and state securities laws.

          Subject to applicable escheat laws, as provided in the Securities, the
Trustee and the Paying Agent shall return to the Company any cash that remains
unclaimed, together with interest, if any, thereon, held by them for the payment
of the Asset Sale Purchase Price; provided, however, that (x) to the extent that
the aggregate amount of an Asset Sale Offer exceeds the aggregate Asset Sale
Purchase Price of the Securities or portions thereof to be purchased, the
Trustee shall hold such excess for the Company and (y) unless otherwise directed
by the Company in writing, promptly after the Business Day following the Asset
Sale Purchase Date the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon.

          Other than as specifically provided in this Section 1109, each
purchase pursuant to this Section 1109 shall be made pursuant to the provisions
of Sections 1101 through 1108 hereof.

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

          Section 1201. Satisfaction and Discharge of Indenture.

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

          a)   either

               (1) all the Securities theretofore authenticated and delivered
          (other than (i) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 308 hereof
          or (ii) all Securities for whose payment United States dollars have
          theretofore been deposited in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust, as provided in Section 1018 hereof) have been delivered to
          the Trustee for cancellation; or

               (2) all such Securities not theretofore delivered to the Trustee
          for cancellation (x) have become due and payable, (y) shall become due
          and payable at their Stated Maturity within one year, or (z) are to be
          called for redemption within one year under arrangements satisfactory
          to the Trustee for the giving of notice of redemption by the Trustee
          in the name, and at the expense, of the

                                     -113-

<PAGE>

          Company, and the Company or any Guarantor, in the case of (2)(x), (y)
          or (z) above, has irrevocably deposited or caused to be deposited with
          the Trustee as trust funds in trust for the purpose an amount in
          United States dollars sufficient to pay and discharge the entire
          Indebtedness on the Securities not theretofore delivered to the
          Trustee for cancellation, for the principal of, premium, if any, and
          accrued interest at such Stated Maturity or Redemption Date;

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

          (c) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel stating that (i) all conditions precedent herein
     provided for relating to the satisfaction and discharge of this Indenture
     have been complied with and (ii) such satisfaction and discharge shall not
     result in a breach or violation of or constitute a default under, this
     Indenture or any other material agreement or instrument to which the
     Company or any Guarantor is a party or by which the Company or any
     Guarantor is bound.

          Opinions of Counsel required to be delivered under this Section may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 hereof and, if
United States dollars shall have been deposited with the Trustee pursuant to
subclause (2) of Subsection (a) of this Section, the obligations of the Trustee
under Section 1202 and the last paragraph of Section 1018 hereof shall survive.

          Section 1202. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1018
hereof, all United States dollars deposited with the Trustee pursuant to Section
1201 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal of, premium, if any, and interest on the Securities for whose payment
such United States dollars have been deposited with the Trustee.

                                     -114-

<PAGE>

                                ARTICLE THIRTEEN

                                    GUARANTEE

          Section 1301. Guarantors' Guarantee.

          For value received, each of the Guarantors, in accordance with this
Article Thirteen, hereby absolutely, unconditionally and irrevocably guarantees,
jointly and severally, to the Trustee and the Holders, as if the Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be deemed
to include all commissions, fees, charges, costs and other expenses (including
reasonable legal fees and disbursements of one counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of
this Guarantee).

          Section 1302. Continuing Guarantee; No Right of Set-Off; Independent
Obligation.

          (a) This Guarantee shall be a continuing guarantee of the payment and
performance for all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders; and this Guarantee shall not be considered as wholly or
partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight
hereof. Without limiting the generality of the foregoing, each of the
Guarantors' liability shall extend to all amounts which constitute part of the
Indenture Obligations and would be owed by the Company under this Indenture and
the Securities but for the fact that they are unenforceable, reduced, limited,
impaired, suspended or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.

          (b) Each Guarantor, jointly and severally, hereby guarantees that the
Indenture Obligations shall be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

          (c) Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Holders of the
Securities.

          (d) Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

                                     -115-

<PAGE>

          (e) Except as provided herein, the provisions of this Article Thirteen
cover all agreements between the parties hereto relative to this Guarantee and
none of the parties shall be bound by any representation, warranty or promise
made by any Person relative thereto which is not embodied herein; and it is
specifically acknowledged and agreed that this Guarantee has been delivered by
each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its liabilities
hereunder, and that the Trustee shall not be bound by any representations,
warranties or promises now or at any time hereafter made by the Company to any
Guarantor.

          Section 1303. Guarantee Absolute.

          The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

          (a) any defect or lack of validity or enforceability in respect of any
     Indebtedness or other obligation of the Company or any other Person under
     this Indenture or the Securities, or any agreement or instrument relating
     to any of the foregoing;

          (b) any grants of time, renewals, extensions, indulgences, releases,
     discharges or modifications which the Trustee or the Holders may extend to,
     or make with, the Company, any Guarantor or any other Person, or any change
     in the time, manner or place of payment of, or in any other term of, all or
     any of the Indenture Obligations, or any other amendment or waiver of, or
     any consent to or departure from, this Indenture or the Securities;

          (c) the taking of security from the Company, any Guarantor or any
     other Person, and the release, discharge or alteration of, or other dealing
     with, such security;

          (d) the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the Indenture Obligations and the obligations of any Guarantor hereunder;

          (e) the abstention from taking security from the Company, any
     Guarantor or any other Person or from perfecting, continuing to keep
     perfected or taking advantage of any security;

          (f) any loss, diminution of value or lack of enforceability of any
     security received from the Company, any Guarantor or any other Person, and
     including any other guarantees received by the Trustee;

                                     -116-

<PAGE>

          (g) any other dealings with the Company, any Guarantor or any other
     Person, or with any security;

          (h) the Trustee's or the Holder's acceptance of compositions from the
     Company or any Guarantor;

          (i) the application by the Holders or the Trustee of all monies at any
     time and from time to time received from the Company, any Guarantor or any
     other Person on account of any indebtedness and liabilities owing by the
     Company or any Guarantor to the Trustee or the Holders, in such manner as
     the Trustee or the Holders deems best and the changing of such application
     in whole or in part and at any time or from time to time, or any manner of
     application of collateral, or proceeds thereof, to all or any of the
     Indenture Obligations;

          (j) the release or discharge of the Company or any Guarantor of the
     Securities or of any Person liable directly as surety or otherwise by
     operation of law or otherwise for the Securities, other than an express
     release in writing given by the Trustee, on behalf of the Holders, of the
     liability and obligations of any Guarantor hereunder;

          (k) any change in the name, business, capital structure or governing
     instrument of the Company or any Guarantor or any refinancing or
     restructuring of any of the Indenture Obligations;

          (l) the sale of the Company's or any Guarantor's business or any part
     thereof;

          (m) subject to Section 1314 hereof, any merger or consolidation,
     arrangement or reorganization of the Company, any Guarantor, any Person
     resulting from the merger or consolidation of the Company or any Guarantor
     with any other Person or any other successor to such Person or merged or
     consolidated Person or any other change in the corporate or other
     existence, structure or ownership of the Company or any Guarantor;

          (n) the insolvency, bankruptcy, liquidation, winding-up, dissolution,
     receivership or distribution of the assets of the Company or its assets or
     any resulting discharge of any obligations of the Company (whether
     voluntary or involuntary) or of any Guarantor or the loss of corporate or
     other existence;

          (o) subject to Section 1314 hereof, any arrangement or plan of
     reorganization affecting the Company or any Guarantor;

          (p) any other circumstance (including any statute of limitations) that
     might otherwise constitute a defense available to, or discharge of, the
     Company or any Guarantor; or

          (q) any modification, compromise, settlement or release by the
     Trustee, or by operation of law or otherwise, of the Indenture Obligations
     or the liability of the

                                     -117-

<PAGE>

     Company or any other obligor under the Securities, in whole or in part, and
     any refusal of payment by the Trustee, in whole or in part, from any other
     obligor or other guarantor in connection with any of the Indenture
     Obligations, whether or not with notice to, or further assent by, or any
     reservation of rights against, each of the Guarantors.

          Section 1304. Right to Demand Full Performance.

          In the event of any demand for payment or performance by the Trustee
from any Guarantor hereunder, the Trustee or the Holders shall have the right to
demand its full claim and to receive all payments in respect thereof until the
Indenture Obligations have been paid in full, and the Guarantors shall continue
to be jointly and severally liable hereunder for any balance which may be owing
to the Trustee or the Holders by the Company under this Indenture and the
Securities. The retention by the Trustee or the Holders of any security, prior
to the realization by the Trustee or the Holders of its rights to such security
upon foreclosure thereon, shall not, as between the Trustee and any Guarantor,
unless otherwise agreed in writing by the Trustee, be considered as a purchase
of such security, or as payment, satisfaction or reduction of the Indenture
Obligations due to the Trustee or the Holders by the Company or any part
thereof.

          Section 1305. Waivers.

          (a) Each Guarantor hereby expressly waives (to the extent permitted by
law) notice of the acceptance of this Guarantee and notice of the existence,
renewal, extension or the non-performance, non-payment, or non-observance on the
part of the Company of any of the terms, covenants, conditions and provisions of
this Indenture or the Securities or any other notice whatsoever to or upon the
Company or such Guarantor with respect to the Indenture Obligations. Each
Guarantor hereby acknowledges communication to it of the terms of this Indenture
and the Securities and all of the provisions therein contained and consents to
and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment.

          (b) Without prejudice to any of the rights or recourses which the
Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

          (i)   initiate or exhaust any rights, remedies or recourse against the
     Company, any Guarantor or any other Person;

          (ii)  value, realize upon, or dispose of any security of the Company
     or any other Person held by the Trustee or the Holders; or

          (iii) initiate or exhaust any other remedy which the Trustee or the
     Holders may have in law or equity;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

                                     -118-

<PAGE>

          Section 1306. The Guarantors Remain Obligated in Event the Company Is
No Longer Obligated to Discharge Indenture Obligations.

          It is the express intention of the Trustee and the Guarantors that if
for any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders become irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guarantors contained in this Article Thirteen
shall nevertheless be binding upon the Guarantors, as principal debtor, until
such time as all such Indenture Obligations have been paid in full to the
Trustee and all Indenture Obligations owing to the Trustee or the Holders by the
Company have been discharged, or such earlier time as Section 402 hereof shall
apply to the Securities and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

          Section 1307. Fraudulent Conveyance; Subrogation.

          (a) Any term or provision of this Guarantee to the contrary
notwithstanding, the aggregate amount of the Indenture Obligations guaranteed
hereunder shall be reduced to the extent necessary to prevent this Guarantee
from violating or becoming voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

          (b) Each Guarantor hereby waives until repayment in full of the
Indenture Obligations and except as provided in Section 1309, all rights of
subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under federal bankruptcy
law) or otherwise by reason of any payment by it pursuant to the provisions of
this Article Thirteen.

          Section 1308. Guarantee Is in Addition to Other Security.

          This Guarantee shall be in addition to and not in substitution for any
other guarantees or other security which the Trustee may now or hereafter hold
in respect of the Indenture Obligations owing to the Trustee or the Holders by
the Company and (except as may be required by law) the Trustee shall be under no
obligation to marshal in favor of each of the Guarantors any other guarantees or
other security or any moneys or other assets which the Trustee may be entitled
to receive or upon which the Trustee or the Holders may have a claim.

          Section 1309. Contribution.

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the "Adjusted Net Assets" (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the

                                     -119-

<PAGE>

Company's obligations with respect to the Securities or any other Guarantor's
obligation with respect to its Guarantee. "Adjusted Net Assets" means, with
respect to any Guarantor, at any date, the lesser of the amount by which (x) the
fair value of the property of such Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Guarantee, of such Guarantor at such
date and (y) the present fair salable value of assets of such Guarantor at such
date exceeds the amount that shall be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), excluding debt in
respect of its Guarantee, as they become absolute and matured.

          Section 1310. No Bar to Further Actions.

          Except as provided by law, no action or proceeding brought or
instituted under Article Thirteen and this Guarantee and no recovery or judgment
in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under Article Thirteen and this Guarantee by
reason of any further default or defaults under Article Thirteen and this
Guarantee or in the payment of any of the Indenture Obligations owing by the
Company.

          Section 1311. Failure to Exercise Rights Shall Not Operate as a
Waiver.

          No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, power, privilege or remedy under this Article
Thirteen and this Guarantee shall operate as a waiver thereof, nor shall any
single or partial exercise of any rights, power, privilege or remedy preclude
any other or further exercise thereof, or the exercise of any other rights,
powers, privileges or remedies. The rights and remedies herein provided for are
cumulative and not exclusive of any rights or remedies provided in law or
equity.

          Section 1312. Trustee's Duties; Notice to Trustee.

          (a) Any provision in this Article Thirteen or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Guarantor, shall be subject to Section 602(d)
and shall be permissive and shall not be obligatory on the Trustee except as the
Holders may direct in accordance with the provisions of this Indenture or where
the failure of the Trustee to request any such information or to take any such
action arises from the Trustee's gross negligence, bad faith or willful
misconduct.

          (b) The Trustee shall not be required to inquire into the existence,
powers or capacities of the Company, any Guarantor or the officers, directors or
agents acting or purporting to act on their respective behalf.

          Section 1313. Successors and Assigns.

          All terms, agreements and conditions of this Article Thirteen shall
extend to and be binding upon each Guarantor and its successors and permitted
assigns and shall enure to the benefit of and may be enforced by the Trustee and
its successors and assigns; provided, however,

                                     -120-

<PAGE>

that the Guarantors may not assign any of their rights or obligations hereunder
other than in accordance with Article Eight hereof.

          Section 1314. Release of Guarantee.

          Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Thirteen. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

          This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 1019(b) hereof.

          Section 1315. Execution of Guarantee.

          To evidence the Guarantee, each Guarantor hereby agrees to execute the
guarantee substantially in the form set forth in Section 207 hereof, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by its Chairman of
the Board, its President, or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

          Section 1316. Payment Permitted by Each of the Guarantors if No
Default.

          Nothing contained in this Article, elsewhere in this Indenture or in
any of the Securities shall affect the obligation of any Guarantor to make, or
prevent any Guarantor from making at any time, payments pursuant to the
Securities.

          Section 1317. Notice to Trustee by Each of the Guarantors. Each
Guarantor shall give prompt written notice to the Trustee of any fact known to
such Guarantor which would prohibit the making of any payment to or by the
Trustee in respect of the Guarantee. Notwithstanding the provisions of this
Article or any provision of this Indenture, the Trustee

                                     -121-

<PAGE>

shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from any Guarantor or any trustee, fiduciary or agent therefor; and,
prior to the receipt of any such written notice, the Trustee shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section at
least three (3) Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation, the
payment of the principal of, premium, if any, or interest on any Security or any
other Indenture Obligations), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
after such date; nor shall the Trustee be charged with knowledge of the curing
of any such default or the elimination of the act or condition preventing any
such payment unless and until the Trustee shall have received an Officers'
Certificate to such effect.

                  Section 1318. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that this Section 1318 shall not apply to the
Company or any Affiliate of the Company if it or such Affiliate acts as Paying
Agent.

                  Section 1319. No Suspension of Remedies.

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

                                     -122-

<PAGE>

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

<TABLE>
<CAPTION>
                                                     RADNOR HOLDINGS CORPORATION
<S>                                                <C>
Attest   /s/ R. Radcliffe Hastings                   By  /s/ Michael V. Valenza
      --------------------------------------           ------------------------------------
         Name:  R. Radcliffe Hastings                Name:   Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:  Senior Vice President Finance


                                                     RADNOR CHEMICAL CORPORATION


Attest   /s/ R. Radcliffe Hastings                   By  /s/ Michael V. Valenza
      --------------------------------------           ------------------------------------
         Name:  R. Radcliffe Hastings                Name:   Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:  President


                                                     RADNOR DELAWARE II, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     RADNOR MANAGEMENT DELAWARE, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance


                                                     RADNOR MANAGEMENT, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance
</TABLE>

                                      -123-

<PAGE>

<TABLE>
                                                     STYROCHEM DELAWARE, INC.


<S>                                                <C>
Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ----------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     STYROCHEM EUROPE DELAWARE, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ----------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     STYROCHEM U.S., LTD.
                                                     By:  StyroChem GP, L.L.C.,
                                                            its general partner,
                                                     By:  Radnor Chemical Corporation,
                                                            its sole member


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ----------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     STYROCHEM GP, L.L.C.
                                                     By:  Radnor Chemical Corporation,
                                                            its sole member


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           ----------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President
</TABLE>

                                      -124-

<PAGE>

<TABLE>
                                                     STYROCHEM LP, L.L.C.
                                                     By:  Radnor Chemical Corporation,
                                                            its sole member


<S>                                                 <C>
Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     WINCUP EUROPE DELAWARE, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   President


                                                     WINCUP GP, L.L.C.
                                                     By:  WinCup Holdings, Inc.,
                                                            its sole member


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance


                                                     WINCUP LP, L.L.C.
                                                     By:  WinCup Holdings, Inc.,
                                                           its sole member


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance
</TABLE>

                                      -125-

<PAGE>

<TABLE>
                                                     WINCUP TEXAS, LTD.
                                                     By:  WinCup GP, L.L.C.,
                                                           its general partner,
                                                     By:  WinCup Holdings, Inc.
                                                           its sole member


<S>                                                <C>
Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance


                                                     WINCUP HOLDINGS, INC.


Attest   /s/ R. Radcliffe Hastings                   By   /s/ Michael V. Valenza
      --------------------------------------           -------------------------------------
         Name:  R. Radcliffe Hastings                Name:    Michael V. Valenza
         Title: Senior Vice President & Treasurer    Title:   Senior Vice President Finance


                                                     WACHOVIA BANK, NATIONAL
                                                       ASSOCIATION, as Trustee

Attest   /s/ Terence C. McPoyle                      By   /s/ Alan G. Finn
      --------------------------------------           -------------------------------------
         Name:  Terence C. McPoyle                   Name:    Alan G. Finn
         Title: Vice President                       Title:   Vice President
</TABLE>

                                      -126-

<PAGE>

                                                                      SCHEDULE I

                              Existing Indebtedness

<TABLE>
<CAPTION>
                                                                                                    AMOUNT
                                                                                                  OUTSTANDING
                                          DESCRIPTION                                             or MAXIMUM         CURRENCY
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>                <C>
Revolving Credit Facility between StyroChem Canada Ltd. and Bank of Montreal
  dated 2/24/94                                                                                   5,000,000.00         CDN$

Various Term Loans between StyroChem Canada Ltd. and Bank of Montreal
  dated 6/1/98 - 1/20/00                                                                          1,223,582.00         CDN$

Various Capital Expenditure Loans and Leases between StyroChem U.S., Ltd and GE Capital
  dated 5/7/98 - 8/24/99                                                                          2,441,651.11         US$

Various Capital Expenditure Loans and Leases between WinCup Holdings, Inc. and GE Capital
  dated 5/7/98 - 12/30/99                                                                         1,113,311.02         US$

Various Capital Expenditure Loans between WinCup Texas, Ltd. and GE Capital
  dated 2/25/98 - 12/30/99                                                                           84,728.78         US$

Various Capital Expenditure Loans between Radnor Management Inc and GE Capital
  dated 28/13/98 - 3/19/99                                                                        1,012,695.56         US$

Capital Expenditure loan between WinCup Holdings, Inc. and CIT Equipment Finance
  dated 3/17/00                                                                                   1,621,704.63         US$

Various Capital Expenditure Loans between WinCup Holdings, Inc. and Wells Fargo
  dated 5/30/00 - 12/12/00                                                                        3,513,770.42         US$

Capital Expenditure loan between WinCup Holdings, Inc. and US Bancorp dated 8/19/02                 242,186.97         US$

Mortgage between WinCup Holdings, Inc. and Bank of America dated 6/29/98                          2,666,091.00         US$

Mortgage between WinCup Holdings, Inc. and Transamerica Occidental Life Insurance
  dated 5/7/01                                                                                    6,397,916.99         US$

Term Loan between StyroChem Finland Oy and Nordea Bank dated 3/21/01                              2,186,443.03         EUR

Overdraft facility between StyroChem Finland Oy and Nordea Bank dated 3/20/02                     3,000,000.00         EUR

Finance facility between StyroChem Finland Oy and Nordea Bank dated 12/17/02                      3,000,000.00         EUR
</TABLE>

<PAGE>

                                                                       EXHIBIT A

                       TRANSFEREE LETTER OF REPRESENTATION

Radnor Holdings Corporation
Three Radnor Corporate Center
Suite 300
Radnor, PA 19087

Wachovia Bank, National Association
123 South Broad Street, 11th Floor, PA1249
Philadelphia, PA 19109

Ladies and Gentlemen:

                  In connection with our proposed purchase of $________
aggregate principal amount of 11% Senior Notes due 2010 (the "Notes") of Radnor
Holdings Corporation, a Delaware corporation (the "Company"), we confirm that:

                  1. We understand that the Notes and the Guarantees thereon
         (together, the "Securities") have not been registered under the
         Securities Act of 1933, as amended (the "Securities Act") or under the
         securities laws of any state and, unless so registered, may not be sold
         except as permitted in the following sentence. We agree on our own
         behalf and on behalf of any investor account for which we are
         purchasing Securities to offer, sell or otherwise transfer such
         Securities prior to the date which is two years after the later of the
         date of original issue and the last date on which the Company or any
         affiliate of the Company was the owner of such Securities (or any
         predecessor thereto) (the "Resale Restriction Termination Date") only
         (a) to the Company, (b) pursuant to a registration statement which has
         been declared effective under the Securities Act, (c) so long as the
         Securities are eligible for resale pursuant to Rule 144A under the
         Securities Act, to a person we reasonably believe is a qualified
         institutional buyer under Rule 144A (a "QIB") that purchases for its
         own account or for the account of a QIB and to whom notice is given
         that the transfer is being made in reliance on Rule 144A, (d) pursuant
         to offers and sales to non-U.S. persons that occur outside the United
         States of America within the meaning of Regulation S under the
         Securities Act, (e) to an institutional "accredited investor" within
         the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under
         the Securities Act that is purchasing for his own account or for the
         account of such an institutional "accredited investor," for investment
         purposes and not with a view to, or for offer or sale in connection
         with, any distribution thereof in violation of the Securities Act or
         (f) pursuant to any other available exemption from the registration
         requirements of the Securities Act, subject in each of the foregoing
         cases to any requirement of law that the disposition of our property or
         the property of such

                                      A-1

<PAGE>

         investor account or accounts be at all times within our or their
         control and to compliance with any applicable state securities laws.
         The foregoing restrictions on resale shall not apply subsequent to the
         Resale Restriction Termination Date. If any resale or other transfer of
         the Securities is proposed to be made pursuant to clause (e) above
         prior to the Resale Restriction Termination Date, the transferor shall
         deliver a letter from the transferee substantially in the form of this
         letter to the Trustee, which shall provide, among other things, that
         the transferee is an institutional "accredited investor" within the
         meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
         Securities Act and that it is acquiring such Securities for investment
         purposes and not for distribution in violation of the Securities Act.
         We acknowledge on our own behalf and on behalf of any investor account
         for which we are purchasing Securities that the Company and the Trustee
         reserve the right prior to any offer, sale or other transfer prior to
         the Resale Restriction Termination Date of the Securities pursuant to
         clauses (d), (e) or (f) above to require the delivery of an opinion of
         counsel, certifications and/or other information satisfactory to the
         Company and the Trustee.

                  2. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) purchasing for our own account or for the account of such an
         institutional "accredited investor," and we are acquiring the
         Securities for investment purposes and not with a view to, or for offer
         or sale in connection with, any distribution in violation of the
         Securities Act and we have such knowledge and experience in financial
         and business matters as to be capable of evaluating the merits and
         risks of our investment in the Securities, and we and any accounts for
         which we are acting are each able to bear the economic risk of our or
         its investments.

                  3. We are acquiring the Securities purchased by us for our own
         account or for one or more accounts as to each of which we exercise
         sole investment discretion.

                                      A-2

<PAGE>

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

                                                       Very truly yours,

                                                       ________________________
                                                       (Name of Purchaser)

                                                        By:_____________________
                                                        Date:___________________

                  Upon transfer the Notes should be registered in the name of
the new beneficial owner as follows:

Name:  ______________________

Address:_____________________

Taxpayer ID Number:__________

                                       A-3

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Radnor Holdings Corporation
Three Radnor Corporate Center
Suite 300
Radnor, Pennsylvania 19087

Wachovia Bank, National Association
123 South Broad Street, 11th Floor, PA1249
Philadelphia, PA 19109

          Re:  11% Senior Notes due 2010

          Reference is hereby made to the Indenture, dated as of March 11, 2003
(the "Indenture"), between Radnor Holdings Corporation, as issuer (the
"Company"), the guarantors thereof and Wachovia Bank, National Association, 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
Security [Securities] or interest in such Security [Securities] in the principal
amount of $__________ in such Security [Securities] 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 Security or a Physical Security 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 Physical Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Physical Security 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 Physical Security will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Security and/or the
Physical Security and in the Indenture and the Securities Act.

2.   [_]  Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Security or a Physical Security pursuant to Regulation S.
The Transfer is

                                      B-1

<PAGE>

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 Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Physical Security will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Security and/or the Physical Security and in the
Indenture and the Securities Act.

3.   [_]   Check and complete if Transferee will take delivery of a beneficial
interest in a Physical Security 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 Securities and Restricted Physical Securities and pursuant to
and in accordance with the Securities Act and any applicable blue sky securities
laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):

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

                                       or

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

                                       or

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

                                       or

     (d)  [_]  such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the
Transferor hereby further certifies that the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Security
or Restricted Physical Securities and the requirements of the exemption claimed,

                                      B-2

<PAGE>

which certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit A to the Indenture and (2) if such Transfer is in respect
of a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act.

     Upon consummation of the proposed transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Physical Security will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Physical Securities and in the Indenture and the
Securities Act.

4.   [_]  Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or of an Unrestricted Physical Security.

     (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 Physical
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Physical Securities 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 or 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 Physical Security will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Securities, on Restricted Physical Securities and in the Indenture.

     (c)  [_]  Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Physical Security will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Securities or Restricted Physical Securities and in the Indenture.

                                      B-3

<PAGE>

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

                           ______________________________
                           [Insert Name of Transferor]

                         By:_____________________________
                                   Name:
                                   Title:

Dated:___________________________

                                      B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

     (a) [_] a beneficial interest in the:

             (i)   [_]  144A Global Security (CUSIP___________________), or

             (ii)  [_]  Regulation S Global Security (CINS_______________), or

     (b)     [_]   a Restricted Physical Security.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a)     [_]   a beneficial interest in the:

             (i)   [_]  144A Global Security (CUSIP________________), or

             (ii)  [_]  Regulation S Global Security (CINS _____________), or


             (iii) [_]  Unrestricted Global Security (CUSIP _____________); or

     (b)     [_]   a Restricted Physical Security; or

     (c)     [_]   an Unrestricted Physical Security, in accordance with the
                   terms of the Indenture.

                                      B-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Radnor Holdings Corporation
Three Radnor Corporate Center
Suite 300
Radnor, Pennsylvania  19087


Wachovia Bank, National Association
123 South Broad Street, 11th Floor, PA1249
Philadelphia, PA 19109

                  Re:  11% Senior Notes due 2010

                               (CUSIP __________)

                  Reference is hereby made to the Indenture, dated as of March
11, 2003 (the "Indenture"), between Radnor Holdings Corporation, as issuer (the
"Company"), the guarantors thereof and Wachovia Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  __________, (the "Owner") owns and proposed to exchange the
Security [Securities] or interest in such Security [Securities] specified
herein, in the principal amount of $ __________ in such Security [Securities] or
interests (the "Exchange"). In connection with the Exchange, the Owner hereby
certifies that:

1.       Exchange of Restricted Physical Securities or Beneficial Interests in a
         Restricted Global Security for Unrestricted Physical Securities or
         Beneficial Interests in an Unrestricted Global Security.

                  (a) [_] Check if Exchange is from beneficial interest in a
         Restricted Global Security to beneficial interest in an Unrestricted
         Global Security. In connection with the Exchange of the Owner's
         beneficial interest in a Restricted Global Security for a beneficial
         interest in an Unrestricted Global Security 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 Securities 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 Security is being acquired in
         compliance with any applicable blue sky securities laws of any state of
         the United States.

                                      C-1

<PAGE>

                  (b) [_] Check if Exchange is from beneficial interest in a
         Restricted Global Security to Unrestricted Physical Security. In
         connection with the Exchange of the Owner's beneficial interest in a
         Restricted Global Security for an Unrestricted Physical Security, the
         Owner hereby certifies (i) the Physical Security 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 Securities 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 Physical
         Security 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 Physical Security
         to beneficial interest in an Unrestricted Global Security. In
         connection with the Owner's Exchange of a Restricted Physical Security
         for a beneficial interest in an Unrestricted Global Security, the Owner
         hereby certifies (i) the beneficial interest is being acquired for the
         Owner's own account without transfer, (ii) such Exchange has been
         effected in compliance with the transfer restrictions applicable to
         Restricted Physical Securities 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 Physical Security
         to Unrestricted Physical Security. In connection with the Owner's
         Exchange of Restricted Physical Security for an Unrestricted Physical
         Security, the Owner hereby certifies (i) the Unrestricted Physical
         Security 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 Physical Securities 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 Physical Security is being
         acquired in compliance with any applicable blue sky securities laws of
         any state of the United States.

2.       Exchange of Restricted Physical Securities or Beneficial Interests in
         Restricted Global Securities for Restricted Physical Securities or
         Beneficial Interests in Restricted Global Securities.

                  (a) [_] Check if Exchange is from beneficial interest in a
         Restricted Global Security to Restricted Physical Security. In
         connection with the Exchange of the Owner's beneficial interest in a
         Restricted Global Security for a Restricted Physical Security with an
         equal principal amount, the Owner hereby certifies that the Restricted
         Physical Security 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 Physical Security issued
         will continue to be subject to the restrictions on

                                      C-2

<PAGE>

         transfer enumerated in the Private Placement Legend printed on the
         Restricted Physical Security and in the Indenture and the Securities
         Act.

                  (b) [_] Check if Exchange is from Restricted Physical Security
         to beneficial interest in a Restricted Global Security. In connection
         with the Exchange of the Owner's Restricted Physical Security for a
         beneficial interest in the [CHECK ONE] [_] 144A Global Security or [_]
         Regulation S Global Security, 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 Securities 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 Security 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 Owner]

                             By: __________________________
                                   Name:
                                   Title:

Dated:  ____________

                                      C-3