<PAGE>


                                                                    Exhibit 4.1








                             D and W HOLDINGS, INC.,
                                   as Issuer,

                                       and

                               [                  ],
                                   as Trustee

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


                                    INDENTURE

                             Dated as of      , 2001

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


                          $36,500,000 principal amount


                      15% Senior Pay-In-Kind Notes due 2010






<PAGE>



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture                                                                     Indenture
  Act Section                                                                        Section
----------------                                                                    ----------
<S>                                                                                 <C>
ss.310 (a)(1)..............................................................         6.09
       (a)(2)..............................................................         6.09
       (a)(3)..............................................................         Not Applicable
       (a)(4)..............................................................         Not Applicable
       (b).................................................................         6.08, 6.10
ss.311 (a).................................................................         6.13
       (b).................................................................         6.13
       (c).................................................................         Not Applicable
ss.312 (a).................................................................         3.06, 7.01
       (b).................................................................         7.02
       (c).................................................................         7.02
ss.313 (a).................................................................         7.03
       (b).................................................................         7.03
       (c).................................................................         7.03
       (d).................................................................         7.03
ss.314 (a).................................................................         10.10
       (a)(4)..............................................................         10.13
       (b).................................................................         Not Applicable
       (c)(1)..............................................................         1.04, 4.04, 12.05
       (c)(2)..............................................................         1.04, 4.04, 12.04
       (c)(3)..............................................................         Not Applicable
       (d).................................................................         Not Applicable
       (e).................................................................         1.04
ss.315 (a).................................................................         6.01(a)
       (b).................................................................         6.02
       (c).................................................................         6.01(b)
       (d).................................................................         6.01(c)
       (e).................................................................         5.14
ss.316 (a) (last sentence) ................................................        Not Applicable
       (a)(1)(A)...........................................................         5.12
       (a)(1)(B)...........................................................         5.13
       (a)(2)..............................................................         Not Applicable
       (b).................................................................         5.08
       (c).................................................................         9.07
ss.317 (a)(1)..............................................................         5.03
       (a)(2)..............................................................         5.04
       (b).................................................................         10.03
ss.318 (a).................................................................         1.08

</TABLE>

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

Note: This Cross-Reference Table shall not, for any purpose, be deemed a part of
the Indenture.


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                          <C>
PARTIES.......................................................................................................1
RECITALS......................................................................................................1

                                   ARTICLE ONE

                   DEFINITIONS AND OTHER PROVISIONS -OF GENERAL APPLICATION

Section 1.01.      Definitions................................................................................1
Section 1.02.      Other Definitions.........................................................................27
Section 1.03.      Rules of Construction.....................................................................27
Section 1.04.      Form of Documents Delivered to Trustee....................................................28
Section 1.05.      Acts of Holders...........................................................................28
Section 1.06.      Notices, etc., to the Trustee and the Company.............................................29
Section 1.07.      Notice to Holders; Waiver.................................................................29
Section 1.08.      Conflict with Trust Indenture Act.........................................................30
Section 1.09.      Effect of Headings and Table of Contents..................................................30
Section 1.10.      Successors and Assigns....................................................................30
Section 1.11.      Separability Clause.......................................................................31
Section 1.12.      Benefits of Indenture.....................................................................31
Section 1.13.      GOVERNING LAW.............................................................................31
Section 1.14.      No Recourse Against Others................................................................31
Section 1.15.      Independence of Covenants.................................................................31
Section 1.16.      Exhibits..................................................................................31
Section 1.17.      Counterparts..............................................................................32
Section 1.18.      Duplicate Originals.......................................................................32

                                   ARTICLE TWO

                                      FORMS

Section 2.01.      Form and Dating...........................................................................32

                                  ARTICLE THREE

                                    THE NOTES

Section 3.01.      Title and Terms...........................................................................33
Section 3.02.      Optional Redemption.......................................................................34
Section 3.03.      Registrar and Paying Agent................................................................34
Section 3.04.      Execution and Authentication..............................................................34
Section 3.05.      Temporary Notes...........................................................................35
Section 3.06.      Transfer and Exchange.....................................................................36

</TABLE>


                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                          <C>
Section 3.07.      Mutilated, Destroyed, Lost and Stolen Notes...............................................37
Section 3.08.      Payment of Interest; Interest Rights Preserved............................................37
Section 3.09.      Persons Deemed Owners.....................................................................39
Section 3.10.      Cancellation..............................................................................39
Section 3.11.      Legal Holidays............................................................................39
Section 3.12.      CUSIP and CINS Numbers....................................................................40
Section 3.13.      Paying Agent To Hold Money in Trust.......................................................40
Section 3.14.      Deposits of Monies........................................................................40

                                  ARTICLE FOUR

                        DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01.      Company's Option To Effect Defeasance or Covenant Defeasance..............................41
Section 4.02.      Defeasance and Discharge..................................................................41
Section 4.03.      Covenant Defeasance.......................................................................42
Section 4.04.      Conditions to Defeasance or Covenant Defeasance...........................................42
Section 4.05.      Deposited Money and U.S. Government Obligations To Be Held in Trust; Other
                      Miscellaneous Provisions...............................................................45
Section 4.06.      Reinstatement.............................................................................45

                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01.      Events of Default.........................................................................46
Section 5.02.      Acceleration of Maturity; Rescission and Annulment........................................48
Section 5.03.      Collection of Indebtedness and Suits for Enforcement by Trustee...........................49
Section 5.04.      Trustee May File Proofs of Claims.........................................................49
Section 5.05.      Trustee May Enforce Claims Without Possession of Notes....................................50
Section 5.06.      Application of Money Collected............................................................51
Section 5.07.      Limitation on Suits.......................................................................51
Section 5.08.      Unconditional Right of Holders To Receive Principal Premium and Interest..................52
Section 5.09.      Restoration of Rights and Remedies........................................................52
Section 5.10.      Rights and Remedies Cumulative............................................................52
Section 5.11.      Delay or Omission Not Waiver..............................................................53
Section 5.12.      Control by Requisite Percentage...........................................................53
Section 5.13.      Waiver of Past Defaults...................................................................53
Section 5.14.      Undertaking for Costs.....................................................................54
Section 5.15.      Waiver of Stay, Extension or Usury Laws...................................................54
</TABLE>




                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
                                   ARTICLE SIX

                                   THE TRUSTEE

Section 6.01.      Certain Duties and Responsibilities.......................................................55
Section 6.02.      Notice of Defaults........................................................................55
Section 6.03.      Certain Rights of Trustee.................................................................56
Section 6.04.      Trustee Not Responsible for Recitals, Dispositions of Notes or Application of
                      Proceeds Thereof.......................................................................57
Section 6.05.      Trustee and Agents May Hold Notes; Collections; Etc.......................................57
Section 6.06.      Money Held in Trust.......................................................................58
Section 6.07.      Compensation and Indemnification of Trustee and Its Prior Claim...........................58
Section 6.08.      Conflicting Interests.....................................................................59
Section 6.09.      Corporate Trustee Required; Eligibility...................................................59
Section 6.10.      Resignation and Removal; Appointment of Successor Trustee.................................59
Section 6.11.      Acceptance of Appointment by Successor....................................................61
Section 6.12.      Merger, Conversion, Amalgamation, Consolidation or Succession to Business.................61
Section 6.13.      Preferential Collection of Claims Against Company.........................................62

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.      Preservation of Information; Company To Furnish Trustee Names and Addresses of
                      Holders................................................................................62
Section 7.02.      Communications of Holders.................................................................63
Section 7.03.      Reports by Trustee........................................................................63

                                  ARTICLE EIGHT

                   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

Section 8.01.      Company May Consolidate, etc., Only on Certain Terms......................................64
Section 8.02.      Successor Substituted.....................................................................65

                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01.      Supplemental Indentures, Agreements and Waivers Without Consent of Holders................65
Section 9.02.      Supplemental Indentures, Agreements and Waivers with Consent of Holders...................66
Section 9.03.      Execution of Supplemental Indentures, Agreements and Waivers..............................67
</TABLE>



                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
Section 9.04.      Effect of Supplemental Indentures.........................................................68
Section 9.05.      Conformity with Trust Indenture Act.......................................................68
Section 9.06.      Reference in Notes to Supplemental Indentures.............................................68
Section 9.07.      Record Date...............................................................................68
Section 9.08.      Revocation and Effect of Consents.........................................................68

                                   ARTICLE TEN

                                    COVENANTS

Section 10.01.     Payment of Principal, Premium and Interest................................................69
Section 10.02.     Maintenance of Office or Agency...........................................................69
Section 10.03.     Money for Note Payments To Be Held in Trust...............................................70
Section 10.04.     Corporate Existence.......................................................................71
Section 10.05.     Payment of Taxes and Other Claims.........................................................71
Section 10.06.     Maintenance of Properties.................................................................72
Section 10.07.     Insurance.................................................................................72
Section 10.08.     Books and Records.........................................................................72
Section 10.09.     [Intentionally Omitted]...................................................................73
Section 10.10.     Provision of Financial Statements.........................................................73
Section 10.11.     Change of Control.........................................................................73
Section 10.12.     Limitation on Indebtedness................................................................76
Section 10.13.     Statement by Officers as to Default.......................................................79
Section 10.14.     Limitation on Restricted Payments.........................................................79
Section 10.15.     Limitation on Transactions with Affiliates................................................81
Section 10.16.     Limitation on Sale of Assets..............................................................82
Section 10.17.     Limitation on Liens.......................................................................86
Section 10.18.     [Intentionally Omitted]...................................................................86
Section 10.19.     Limitation on Sale of Capital Stock of Restricted Subsidiaries of the Company.............86
Section 10.20.     Limitation on Dividends and Other Payment Restrictions Affecting Restricted
                      Subsidiaries of the Company............................................................87
Section 10.21.     Compliance Certificates and Opinions......................................................88
Section 10.22.     Ownership of Atrium and Ellison...........................................................89
Section 10.23.     Maximum Total Leverage Ratio..............................................................89
Section 10.24.     Minimum Interest Coverage Ratio...........................................................90
Section 10.25.     Limitation on Lines of Business...........................................................90

                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE

Section 11.01.     Satisfaction and Discharge of Indenture...................................................91
Section 11.02.     Application of Trust Money................................................................92
</TABLE>



                                     -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
                                 ARTICLE TWELVE

                             [Intentionally Omitted]


                                ARTICLE THIRTEEN

                       REDEMPTIONS AND OFFERS TO PURCHASE

Section 13.01.     Notice to Trustee.........................................................................92
Section 13.02.     Selection of Notes To Be Redeemed or Purchased............................................93
Section 13.03.     Notice of Redemption......................................................................93
Section 13.04.     Effect of Notice of Redemption............................................................94
Section 13.05.     Deposit of Redemption Price...............................................................94
Section 13.06.     Notes Redeemed in Part....................................................................95
Section 13.07.     [Intentionally Omitted]...................................................................95
Section 13.08.     Procedures Relating to Mandatory Offers...................................................95
Section 13.09.     Home Office Payment.......................................................................96


Exhibit A       -  Form of Note
Annex A         -  Credit Agreement

</TABLE>

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

Note: This Table of Contents shall not, for any purpose, be deemed a part of the
Indenture.





                                      -v-
<PAGE>



         INDENTURE, dated as of       , 2001, between D and W HOLDINGS, INC., a
Delaware corporation (the "Company"), as issuer, and [       ], as trustee (the
"Trustee").

                                    RECITALS

         The Company has duly authorized the creation of an issue of 15% Senior
Pay-In-Kind Notes due 2010, Series B (the "Notes"). To provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders (as hereinafter defined) of the Notes, as
follows:


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. DEFINITIONS.

         "ADDITIONAL ASSETS" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary of the Company as a result of the
acquisition of such Capital Stock by the Company or a Restricted Subsidiary of
the Company; (iii) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary of the Company; or (iv) Permitted
Investments of the type and in the amounts described in clause (viii) of the
definition thereof; PROVIDED, HOWEVER, that, in the case of clauses (ii) and
(iii), such Restricted Subsidiary is primarily engaged in a Related Business.

         "AFFILIATE" of any specified Person means (i) any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person or (ii) any other Person that owns 10% or
more of any class of Capital Stock of the specified Person. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For avoidance of doubt, Ardshiel is an "Affili-

<PAGE>
                                       -2-

ate" of the Company on the Issue Date based on its contractual rights to direct
the management and policies of the Company.

         "AFFILIATE TRANSACTION" has the meaning set forth under Section 10.15.

         "ARDSHIEL" means Ardshiel, Inc., a Delaware corporation.

         "ASSET ACQUISITION" means (i) an Investment by Atrium or any of its
Restricted Subsidiaries in any other Person pursuant to which such Person will
become a Restricted Subsidiary of Atrium or will be merged or consolidated with
or into Atrium or any of its Restricted Subsidiaries or (ii) the acquisition by
Atrium or any of its Restricted Subsidiaries of the assets of any Person that
constitute substantially all of the assets of such Person or any division or
line of business of such Person.

         "ASSET DISPOSITION" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan) of shares of Capital Stock of (or
other equity interests in) a Restricted Subsidiary of a Person (other than
directors' qualifying shares), or of any other property or other assets (each
referred to for the purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries (including any disposition by
means of a merger, consolidation or similar transaction) other than (i) a
disposition by a Restricted Subsidiary of the Company to the Company or by the
Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of
the Company, (ii) a disposition of inventory in the ordinary course of business,
(iii) a disposition of obsolete or worn out equipment or equipment that is no
longer used or useful in the conduct of the business of the Company and its
Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business, (iv) dispositions of property for net proceeds which, when
taken collectively with the net proceeds of any other such dispositions under
this clause (iv) that were consummated since the beginning of the fiscal year in
which such disposition is consummated, do not exceed $1.0 million, and (v)
transactions permitted by Section 8.01 and the creation of any Lien not
prohibited by Section 10.17. Notwithstanding anything to the contrary contained
above, a Restricted Payment or other payment or Investment made in compliance
with Section 10.14 shall not constitute an Asset Disposition except for purposes
of determination of the Consolidated Coverage Ratio.

         "ATRIUM" means Atrium Companies, Inc., a Delaware corporation.

         "ATRIUM INDENTURE" means the Indenture dated as of May 17, 1999 by and
among Atrium, the Guarantors and State Street Bank and Trust Company, as
Trustee, relating to the Atrium Notes.

         "ATRIUM NOTES" means the 10 1/2% Senior Subordinated Notes due 2009 of
Atrium issued pursuant to the Atrium Indenture.

         "ATTRIBUTABLE INDEBTEDNESS" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes,

<PAGE>
                                       -3-


compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended).

         "AVERAGE LIFE" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (i) the sum of the products
of (a) the numbers of years (rounded upwards to the nearest month) from the date
of determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption multiplied by (b) the amount of such payment by
(ii) the sum of all such payments.

         "BANKRUPTCY LAW" means Title 11, United States Code or any similar
federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of any
other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.

         "BANKRUPTCY ORDER" means any court order made in a proceeding pursuant
to or within the meaning of any Bankruptcy Law, containing an adjudication of
bankruptcy or insolvency, or providing for liquidation, receivership,
winding-up, dissolution, "concordate" or reorganization, or appointing a
Custodian of a debtor or of all or any substantial part of a debtor's property,
or providing for the staying, arrangement, adjustment or composition of
indebtedness or other relief of a debtor.

         "BOARD OF DIRECTORS" means the board of directors of the Company or
Atrium (as the context indicates) or any duly authorized committee of such
board.

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or Atrium (as the context
indicates) to have been duly adopted by its respective Board of Directors and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
or a place of payment are authorized or obligated by law, regulation or
executive order to close.

         "CAPITAL STOCK" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

         "CAPITALIZED LEASE OBLIGATIONS" means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP, and the Stated Maturity thereof shall be the

<PAGE>
                                       -4-


date of the last payment of rent or any other amount due under such lease prior
to the first date such lease may be terminated without penalty.

         "CASH EQUIVALENTS" means any of the following: (i) any Investment in
direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof,
(ii) Investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States of America having capital surplus and undivided profits
aggregating in excess of $250.0 million (or the foreign currency equivalent
thereof) and whose long-term debt, or whose parent holding company's long term
debt, is rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act), (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) Investments in commercial paper, maturing not more than 180
days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard & Poor's Ratings Group, (v) Investments in
securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least "A-2" by Standard & Poor's Ratings Group or "A" by Moody's
Investors Service, Inc. and (vi) Investments in mutual funds whose investment
guidelines restrict such funds' investments to those satisfying the provisions
of any or all of clauses (i) through (v) above.

         "CHANGE OF CONTROL" means any transaction or event (including, without
limitation, an issuance, sale or exchange of Equity Interests, a merger or
consolidation, or a dissolution or liquidation) occurring on or after the Issue
Date (whether or not approved by the Board of Directors of the Company) as a
direct or indirect result of which (a) if such transaction or event occurs prior
to the consummation of an Initial Public Offering, the Permitted Holders fail to
collectively beneficially own, directly or indirectly, Equity Interests of the
Company representing at least a majority (on a fully diluted basis) of the
aggregate voting power of the Equity Interests of the Company at the time
outstanding or fail to have the ability to appoint at least a majority of the
Board of Directors of the Company; (b) if such transaction or event is an
Initial Public Offering or occurs after the consummation of an Initial Public
Offering, (i) any Person or any group (other than the Permitted Holders) shall
(A) (directly or indirectly) beneficially own in the aggregate Equity Interests
of the Company representing 35% or more (on a fully diluted basis) of the
aggregate voting power of the Equity Interests of the Company at the time
outstanding; or (B) have the right or power to appoint, directly or indirectly,
a majority or more of the Board of Directors of the Company or (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 by the

<PAGE>
                                       -5-


shareholders of the Company was approved by a vote of at least a majority of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or (c) if such transaction or
event occurs at any time, whether before or after the consummation of an Initial
Public Offering, any event or circumstance constituting a "change of control"
under the Credit Facility shall occur which results in an obligation of Atrium
or any of its Subsidiaries to prepay, purchase, offer to purchase, redeem or
defease all or a portion of the Indebtedness outstanding under the Credit
Facility. For purposes of this definition, (x) the terms "BENEFICIALLY OWN" and
"GROUP" shall have the respective meanings ascribed to them pursuant to Section
13(d) of the United States Securities Exchange Act of 1934, except that a Person
or group shall be deemed to "beneficially own" all securities that such Person
or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time, and (y) any Person or group shall be deemed
to beneficially own any Equity Interests beneficially owned by any other Person
(the "PARENT ENTITY") so long as such Person or group beneficially owns,
directly or indirectly, at least a majority of the voting power of the then
outstanding Equity Interests of the parent entity and no other Person or group
has the right to designate or appoint a majority or more of the directors of
such parent entity.

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

         "COMMODITY AGREEMENT" means any commodity future contract, commodity
option or other similar agreement or arrangement entered into by the Company or
any of its Restricted Subsidiaries that is designed to protect the Company or
any of its Restricted Subsidiaries against fluctuations in the price of
commodities used by the Company or a Restricted Subsidiary of the Company as raw
materials in the ordinary course of business.

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

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any one of its Chief Executive Officer, its
President or an Executive Vice President or a Vice President, and by its
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
or its chief financial officer, and delivered to the Trustee.

         "CONSOLIDATED CASH FLOW" for any period means, with respect to any
Person, the Consolidated Net Income for such period, plus the following to the
extent deducted in calculating such Consolidated Net Income: (i) income tax
expense, (ii) Consolidated Interest Expense of such Person, (iii) depreciation
expense, (iv) amortization expense, (v) exchange or translation losses on
foreign currencies and (vi) all other noncash items (excluding any noncash item
to the extent it represents an accrual of or reserve for cash disbursements for
any subsequent period prior to the Stated

<PAGE>
                                       -6-

Maturity of the Notes) and less, to the extent added in calculating
Consolidated Net Income of such Person, (x) exchange or translation gains on
foreign currencies, (y) noncash items (excluding such noncash items to the
extent they represent an accrual for cash receipts reasonably expected to be
received prior to the Stated Maturity of the Notes) and (z) dividends or
distributions paid pursuant to clause (iv) under Section 10.14(b), in each
case for such period. Notwithstanding the foregoing, the income tax expense,
depreciation expense and amortization expense of a Subsidiary of any Person
shall be included in Consolidated Cash Flow only to the extent (and in the
same proportion) that the net income of such Subsidiary was included in
calculating Consolidated Net Income.

         "CONSOLIDATED COVERAGE RATIO" as of any date of determination means the
ratio of (i) the aggregate amount of Consolidated Cash Flow of Atrium for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination and as to which financial statements are available to
(ii) Consolidated Interest Expense of Atrium for such four fiscal quarters;
PROVIDED, HOWEVER, that (1) if Atrium or any of its Restricted Subsidiaries has
Incurred any Indebtedness since the beginning of such period through the date of
determination of such ratio that remains outstanding or if the transaction
giving rise to the need to calculate such ratio is an incurrence of
Indebtedness, or both, Consolidated Cash Flow of Atrium and Consolidated
Interest Expense of Atrium for such period shall be calculated after giving
effect on a PRO FORMA basis to (A) such Indebtedness (other than Indebtedness
incurred pursuant to Section 10.12(b) on the date of determination) as if such
Indebtedness had been Incurred on the first day of such period (PROVIDED that,
if such Indebtedness is Incurred under a revolving credit facility (or similar
arrangement or under any predecessor revolving credit or similar arrangement),
only that portion of such Indebtedness that constitutes the one year projected
average balance of such Indebtedness (as determined in good faith by senior
management of the Company) shall be deemed outstanding for purposes of this
calculation) and (B) 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,
(2) if since the beginning of such period any Indebtedness of Atrium or any of
its Restricted Subsidiaries has been repaid, repurchased, defeased or otherwise
discharged (other than Indebtedness under a revolving credit or similar
arrangement unless such revolving credit Indebtedness has been permanently
repaid and has not been replaced), Consolidated Interest Expense of Atrium for
such period shall be calculated after giving PRO FORMA effect thereto as if such
Indebtedness had been repaid, repurchased, defeased or otherwise discharged on
the first day of such period, (3) if since the beginning of such period Atrium
or any of its Restricted Subsidiaries shall have made any Asset Disposition or
if the transaction giving rise to the need to calculate such ratio is an Asset
Disposition, Consolidated Cash Flow for such period shall be reduced by an
amount equal to the Consolidated Cash Flow (if positive) attributable to the
assets which are the subject of such Asset Disposition for such period or
increased by an amount equal to the Consolidated Cash Flow (if negative)
attributable thereto for such period, and Consolidated Interest Expense of
Atrium for such period shall be (i) reduced by an amount equal to the
Consolidated Interest Expense of Atrium attributable to any Indebtedness of
Atrium or any of its Restricted Subsidiaries repaid, repurchased, defeased or
otherwise discharged with respect to Atrium and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary of Atrium is sold, transferred or
otherwise disposed of,

<PAGE>
                                       -7-


the Consolidated Interest Expense of Atrium for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to the extent
Atrium and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale, transfer or other disposition) and (ii) increased
by interest income attributable to the assets which are the subject of such
Asset Disposition for such period, (4) if since the beginning of such period
Atrium or any of its Restricted Subsidiaries (by merger or otherwise) shall have
made an Asset Acquisition, Consolidated Cash Flow of Atrium and Consolidated
Interest Expense of Atrium for such period shall be calculated after giving PRO
FORMA effect thereto (including the incurrence of any Indebtedness) as if such
Asset Acquisition occurred on the first day of such period and (5) if since the
beginning of such period any Person that subsequently became a Restricted
Subsidiary of Atrium or was merged with or into Atrium or any of its Restricted
Subsidiaries since the beginning of such period shall have made any Asset
Disposition or Asset Acquisition that would have required an adjustment pursuant
to clause (3) or (4) above if made by Atrium or any of its Restricted
Subsidiaries during such period, Consolidated Cash Flow of Atrium and
Consolidated Interest Expense of Atrium for such period shall be calculated
after giving PRO FORMA effect thereto as if such Asset Disposition or Asset
Acquisition occurred on the first day of such period. For purposes of this
definition, whenever PRO FORMA effect is to be given to an Asset Acquisition,
the amount of income or earnings relating thereto and the amount of Consolidated
Interest Expense of Atrium associated with any Indebtedness Incurred in
connection therewith, the PRO FORMA calculations shall be determined in
accordance with GAAP and Regulation S-X under the Securities Act, to the extent
applicable, 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 expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term that extends at least until the end of such period).

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of any Person and its Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with GAAP, plus, to the
extent not included in such interest expense, (i) interest expense attributable
to capital leases, (ii) amortization of debt discount, (iii) capitalized
interest, (iv) noncash 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 such Person or any Restricted
Subsidiary of such Person under any guarantee of Indebtedness or other
obligation of any other Person, (vii) net payments (whether positive or
negative) pursuant to Interest Rate Agreements, and (viii) the product of (x)
all cash and Disqualified Stock dividends in respect of all Preferred Stock of
Subsidiaries of such Person and Disqualified Stock of such Person held by
Persons other than such Person or a Wholly-Owned Subsidiary of such Person times
(y) a fraction, the numerator of which is one and the denominator of which is
one minus the then current effective consolidated federal, state and local tax
rate of such Person, expressed as a decimal, and less, to the extent included in
such interest expense, the amortization of capitalized debt issuance costs.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (loss)
of a Person and its consolidated Restricted Subsidiaries for such period
determined in accordance with GAAP;

<PAGE>
                                       -8-


PROVIDED, HOWEVER, that there shall not be included in such Consolidated Net
Income: (i) any net income (loss) of any person acquired by such Person or any
of its Restricted Subsidiaries in a pooling of interests transaction for any
period prior to the date of such acquisition, (ii) any net income of any
Restricted Subsidiary of such Person to the extent that (and up to the amount
that) the payment of dividends or the making of distributions by such Restricted
Subsidiary is prohibited, directly or indirectly, by contract, operation of law
or otherwise, (iii) any gain or loss realized upon the sale or other disposition
of any assets of such Person or its consolidated Restricted Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which are not sold or
otherwise disposed of in the ordinary course of business and any gain or loss
realized upon the sale or other disposition of any Capital Stock of any Person,
(iv) any extraordinary gain or loss (including non-recurring expenses related to
the Transactions), (v) the cumulative effect of a change in accounting
principles, (vi) the net income of any other Person, other than a Restricted
Subsidiary of the party for whom the calculation is being made, except to the
extent of the lesser of (A) dividends or distributions paid to the party for
whom the calculation is being made or any of its Restricted Subsidiaries (unless
and to the extent such Restricted Subsidiary is subject to clause (ii) above) by
such Person and (B) the net income of such Person (but in no event less than
zero), and the net loss of such Person (other than an Unrestricted Subsidiary of
such Person, the net income and net loss of which will not be included) shall be
included only to the extent of the aggregate Investment of the party for whom
the calculation is being made or any of its Restricted Subsidiaries in such
Person and (vii) any noncash expenses attributable to grants or exercises of
employee stock options.

         "CONTINUING DIRECTOR" means, with respect to any specified Person as of
the date of determination, any Person who (i) was a member of the Board of
Directors of such Person on the date of this Indenture, (ii) was nominated for
election or elected to the Board of Directors of such Person with the
affirmative vote of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election or (iii) is a
representative of a Permitted Holder.

         "CONTROL" means, with respect to any specified Person, the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at [        ], Attention: Corporate Trust Administration.

         "COVENANT DEFEASANCE" has the meaning set forth in Section 4.03.

         "CREDIT FACILITY" means the amended and restated credit agreement dated
as of October 2, 1998, amended and restated as of October 24, 2000, among
Atrium, as Borrower; the Company, as guarantor; the other guarantors party
thereto; each of the lenders that is a signatory thereto; Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arranger, syndi-

<PAGE>
                                       -9-


cation agent and documentation agent; and Fleet National Bank, as administrative
agent, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing, increasing the
total commitment of, or otherwise restructuring all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

         "CURRENCY AGREEMENT" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

         "CUSTODIAN" means any receiver, interim receiver, receiver and manager,
receiver-manager, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law or any other law respecting secured creditors
and the enforcement of their security or any other Person with like powers
whether appointed judicially or out of court and whether pursuant to an interim
or final appointment.

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

         "DEFEASANCE" has the meaning set forth in Section 4.02.

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

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event, (i) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise or is
redeemable at the option of the holder thereof (except upon the occurrence of a
Change of Control or Asset Disposition if such Capital Stock requires that the
Change of Control Offer or Net Available Cash Offer, as applicable, with respect
to the Notes be completed prior to any similar offer being made with respect to
such Capital Stock), in whole or in part, on or prior to the final stated
maturity of the Notes, or (ii) is convertible into or exchangeable (unless at
the sole option of the issuer thereof) for (a) debt securities or (b) any
Capital Stock referred to in (i) above, in each case at any time prior to the
final stated maturity of the Notes.

         "ELLISON" means VES, Inc., a Delaware corporation, doing business in
North Carolina as Ellison Extrusion Systems, Inc.

         "ELLISON ACQUISITION AGREEMENT" means the amended and restated purchase
agreement dated as of October 25, 2000 by and between The Ellison Company, Inc.
and the Company pursu-

<PAGE>
                                      -10-


ant to which the Company will acquire all of the outstanding capital stock of
Ellison and substantially all of the assets of Ellison's Window and Doors
Division.

         "EQUITY INTERESTS" shall mean, with respect to any Person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of capital of such
Person, including, if such Person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership, whether outstanding on or after
the Issue Date.

         "EVENT OF DEFAULT" has the meaning set forth in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

         "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length transaction, for cash,
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair market value shall
be determined by the Board of Directors of the Company acting in good faith
evidenced by a board resolution thereof delivered to the Trustee.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date hereof, including those 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. All ratios and computations contained in this Indenture
shall be computed in conformity with GAAP.

         "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee to such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
PROVIDED, HOWEVER, that the term "guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.

         "GUARANTOR" means each guarantor of the Atrium Notes, including any
Person that executes or is required after the date of this Indenture to execute
a guarantee of the Atrium Notes pursuant to the terms of the Atrium Indenture,
until a successor replaces such party pursuant to the applicable provisions of
the Atrium Indenture and, thereafter, shall mean such successor.

<PAGE>
                                      -11-


         "HOLDER" or "NOTEHOLDER" means a Person in whose name a Note is
registered in the Note Register.

         "INCUR" means issue, assume, guarantee, incur or otherwise become
liable for; PROVIDED, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary of the
Company (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be incurred by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary.

         "INDEBTEDNESS" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money, (ii) the principal
of and premium (if any) in respect of obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto) (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (i), (ii) and (v)) entered into in the ordinary
course of business of such Person to the extent that such letters of credit are
not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
no later than the third Business Day following receipt by such Person of a
demand for reimbursement following payment on the letter of credit), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except trade payables and accrued expenses incurred in the
ordinary course of business payable in accordance with industry practices), (v)
all Capitalized Lease Obligations and all Attributable Indebtedness of such
Person, (vi) all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person;
PROVIDED, HOWEVER, that the amount of such Indebtedness shall be the lesser of
the fair market value of such asset at such date of determination and the amount
of such Indebtedness of such other Person, (vii) all Indebtedness of other
Persons to the extent guaranteed by such Person, (viii) the amount of all
obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock or, with respect to any Restricted
Subsidiary of the Company, any Preferred Stock of such Restricted Subsidiary to
the extent such obligation arises on or before the Stated Maturity of the Notes
(but excluding, in each case, any accrued dividends) and (ix) to the extent not
otherwise included in this definition, net obligations under Currency
Agreements, Interest Rate Agreements and Commodity Agreements.

         "INDENTURE" means this instrument as originally executed (including all
exhibits and schedules hereto) and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof.

         "INDENTURE OBLIGATIONS" means the obligations of the Company and any
other obligor under this Indenture or under the Notes to pay principal of,
premium, if any, and interest on the Notes when due and payable, whether at
maturity, by acceleration, call for redemption or repurchase or otherwise, and
all other amounts due or to become due under or in connection with this
Indenture or the Notes and the performance of all other obligations to the
Trustee (including, but

<PAGE>
                                      -12-


not limited to, payment of all amounts due the Trustee under Section 6.07
hereof) and the Holders of the Notes under this Indenture or the Notes,
according to the terms thereof.

         "INITIAL NOTES" means the 15% Senior Pay-In-Kind Notes due 2010, Series
A, of the Company.

         "INITIAL PUBLIC OFFERING" means a primary underwritten public offering
of shares of common stock of the Company or any other direct or indirect holding
company thereof having an aggregate offering price of at least $25,000,000,
other than any public offering or sale pursuant to a registration statement on
Form S-8 or a comparable form.

         "INTEREST" means, when used with respect to any Note, the amount of all
cash interest accruing on such Note, including all interest accruing subsequent
to the occurrence of any events specified in Sections 5.01(h), (i) and (j) or
which would have accrued but for any such event, whether or not such claims are
allowable under applicable law.

         "INTEREST PAYMENT DATE" means, when used with respect to any Note, the
Stated Maturity of an installment of interest on such Note, as set forth in such
Note.

         "INTEREST RATE AGREEMENT" means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

         "INVESTMENT" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts payable on the balance sheet of such Person) or other
extension of credit (including by way of guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. For purposes of
Section 10.14, (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in a Restricted Subsidiary of the Company to be
designated as an Unrestricted Subsidiary of the Company) of the fair market
value of the net assets of such Restricted Subsidiary of the Company at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary of the
Company and shall exclude the portion (proportionate to the Company's equity
interest in an Unrestricted Subsidiary of the Company to be redesignated as a
Restricted Subsidiary of the Company) of the fair market value of the net assets
of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
redesignated as a Restricted Subsidiary of the Company, (ii) any property
transferred to or from an Unrestricted Subsidiary of the Company shall be valued
at its fair market value at the time of such transfer, in each case as
determined in good faith by the Board of Directors and evidenced by a resolution
of the Board of Directors certified in an Officers' Certificate, and (iii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any
<PAGE>
                                      -13-


adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment.

         "ISSUE DATE" means the original issue date of the Initial Notes under
the Purchase Agreement.

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

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

         "NET AVAILABLE CASH" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets subject to such Asset Disposition) therefrom, in
each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, foreign and local
taxes required to be paid or accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all payments made on any Indebtedness that is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon such assets, or which must by its terms, or in order to
obtain a necessary consent to such Asset Disposition or by applicable law, be
repaid out of the proceeds from such Asset Disposition, (iii) all distributions
and other payments required to be made to any Person owning a beneficial
interest in assets subject to sale or minority interest holders in Subsidiaries
of the Company or joint ventures as a result of such Asset Disposition, (iv) the
deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets
disposed of in such Asset Disposition; PROVIDED, HOWEVER, that upon any
reduction in such reserves (other than to the extent resulting from payments of
the respective reserved liabilities), Net Available Cash shall be increased by
the amount of such reduction to reserves and retained by the Company or any of
its Restricted Subsidiaries after such Asset Disposition, and (v) any portion of
the purchase price from an Asset Disposition placed in escrow (whether as a
reserve for adjustment of the purchase price, for satisfaction of indemnities in
respect of such Asset Disposition or otherwise in connection with such Asset
Disposition); PROVIDED, HOWEVER, that upon the termination of such escrow, Net
Available Cash shall be increased by any portion of funds therein released to
the Company or any of its Restricted Subsidiaries.

         "NET AVAILABLE CASH OFFER" has the meaning set forth under Section
10.16.

         "NON-RECOURSE DEBT" means Indebtedness as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides any guarantee or credit
support of any kind (including any

<PAGE>
                                      -14-


undertaking, guarantee, indemnity, agreement or instrument that would constitute
Indebtedness) other than a non-recourse pledge of the Capital Stock of an
Unrestricted Subsidiary of the Company securing Indebtedness of such
Unrestricted Subsidiary of the Company or (b) is directly or indirectly liable
(as a guarantor or otherwise).

         "NOTES" has the meaning specified in the Recitals of this Indenture.

         "OFFER" means a Change of Control Offer made pursuant to Section 10.11
or a Net Available Cash Offer made pursuant to Section 10.16.

         "OFFICER" means, with respect to the Company, the Chief Executive
Officer, the President, an Executive Vice President, a Vice President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or the
Chief Financial Officer.

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

         "OPINION OF COUNSEL" means a written opinion of counsel who may be
counsel for the Company or the Trustee, and who shall be reasonably acceptable
to the Trustee.

         "OUTSTANDING" means, as of the date of determination, all Initial
Notes, other than Initial Notes owned by the Company or any of its Affiliates or
Initial Notes that have been redeemed or canceled, and all Notes theretofore
authenticated and delivered under this Indenture, except:

         (i) Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

         (ii) Notes, 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 or any Affiliate thereof) in trust
     or set aside and segregated in trust by the Company or any Affiliate
     thereof (if the Company or Affiliate shall act as Paying Agent) for the
     Holders of such Notes; PROVIDED, HOWEVER, that if such Notes are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

         (iii) Notes with respect to which the Company has effected defeasance
     or covenant defeasance as provided in Article Four, to the extent provided
     in Sections 4.02 and 4.03; and

         (iv) Notes in exchange for or in lieu of which other Notes have been
     authenticated and delivered pursuant to this Indenture, other than any such
     Notes in respect of

<PAGE>
                                      -15-


     which there shall have been presented to the Trustee proof satisfactory to
     it that such Notes are held by a bona fide purchaser in whose hands the
     Notes are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company, any other obligor upon the Notes or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. The Company shall notify the Trustee, in writing, when it
repurchases or otherwise acquires Notes, of the aggregate principal amount of
such Notes so repurchased or otherwise acquired. Notes so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act as a Holder
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor. If
the Paying Agent holds, in its capacity as such, on any Maturity Date or on any
optional redemption date money sufficient to pay all accrued interest and
principal with respect to such Notes payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes cease to be Outstanding and
interest on them ceases to accrue. Notes may also cease to be outstanding to the
extent expressly provided in Article Four.

         "PERMITTED HOLDERS" means (i) GE Investment Private Placement Partners
II, a Limited Partnership, (ii) Ardshiel or (iii) any of their Affiliates.

         "PERMITTED INDEBTEDNESS" means

         (i) Indebtedness of a Restricted Subsidiary of Atrium owing to and held
     by Atrium or any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that
     any subsequent issuance or transfer of any Capital Stock or any other event
     which results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any subsequent transfer of any such Indebtedness (except to
     Atrium or a Restricted Subsidiary of Atrium) shall be deemed in each case
     to constitute the Incurrence of such Indebtedness by the issuer thereof;

         (ii) Indebtedness represented by (x) the Atrium Notes, (y) any
     Indebtedness (other than the Indebtedness described in subclauses (i), (ii)
     and (iv) under Section 10.12(c) and other than Indebtedness Incurred
     pursuant to clause (i) above or clause (iv), (v), (vi) or (vii) below)
     outstanding on the Issue Date and described on Schedule 3D to the Credit
     Agreement and (z) any Refinancing Indebtedness Incurred in respect of any
     Indebtedness described in this clause (ii) or Incurred as described in
     Section 10.12(b);

<PAGE>
                                      -16-


         (iii) (A) Indebtedness of a Restricted Subsidiary of the Company
     Incurred and outstanding on the date on which such Restricted Subsidiary
     was acquired by Atrium (other than Indebtedness Incurred (x) in
     anticipation of such acquisition, or (y) as consideration in, or to provide
     all or any portion of the funds or credit support utilized to consummate,
     the transaction or series of related transactions pursuant to which such
     Restricted Subsidiary became a Subsidiary or was otherwise acquired by
     Atrium); PROVIDED, HOWEVER, that at the time such Restricted Subsidiary is
     acquired by Atrium, Atrium would have been able to Incur $1.00 of
     additional Indebtedness pursuant to Section 10.12(b) after giving effect to
     the Incurrence of such Indebtedness pursuant to this clause (iii) and (B)
     Refinancing Indebtedness Incurred by a Restricted Subsidiary of the Company
     in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant
     to this clause (iii);

         (iv) Indebtedness of any Restricted Subsidiary of the Company (A) in
     respect of performance bonds, bankers' acceptances and surety or appeal
     bonds provided by any of the Company's Restricted Subsidiaries to their
     customers in the ordinary course of their business and not for money
     borrowed, (B) in respect of performance bonds or similar obligations of any
     of the Company's Restricted Subsidiaries for or in connection with pledges,
     deposits or payments made or given in the ordinary course of business and
     not for money borrowed in connection with or to secure statutory,
     regulatory or similar obligations, including obligations under health,
     safety or environmental obligations, (C) arising from guarantees to
     suppliers, lessors, licensees, contractors, franchises or customers of
     obligations (other than Indebtedness) incurred in the ordinary course of
     business and not for money borrowed and (D) under Currency Agreements,
     Interest Rate Agreements and Commodity Agreements; PROVIDED, HOWEVER, that
     in the case of subclause (D), such agreements are entered into for bona
     fide hedging purposes of the Company's Restricted Subsidiaries (as
     determined in good faith by the Board of Directors or senior management of
     the Company) and, in the case of Interest Rate Agreements and Currency
     Agreements, such Interest Rate Agreements and Currency Agreements
     correspond in terms of notional amount, duration, currencies and interest
     rates, as applicable, to Indebtedness of the Restricted Subsidiaries of the
     Company Incurred without violation of this Indenture or the business
     transactions of such Restricted Subsidiaries on customary terms entered
     into in the ordinary course of business and otherwise in compliance with
     this Indenture, as applicable;

         (v) Indebtedness of any Restricted Subsidiary of the Company arising
     from agreements providing for indemnification, adjustment of purchase price
     or similar obligations, or from guarantees or letters of credit, surety
     bonds or performance bonds securing any obligations of the Company or any
     of its Restricted Subsidiaries pursuant to such agreements, in each case
     Incurred in connection with the disposition of any business, assets or
     Restricted Subsidiary of the Company (other than guarantees of Indebtedness
     or other obligations Incurred by any Person acquiring all or any portion of
     such business, assets or Restricted Subsidiary of the Company for the
     purpose of financing

<PAGE>
                                      -17-


     such acquisition) in a principal amount not to exceed the gross proceeds
     actually received by any of such Restricted Subsidiaries in connection with
     such disposition;

         (vi) Indebtedness consisting of guarantees by any Restricted Subsidiary
     of the Company of Indebtedness Incurred by a Restricted Subsidiary of the
     Company without violation of this Indenture; and

         (vii) Indebtedness of any Restricted Subsidiary of the Company arising
     from the honoring by a bank or other financial institution of a check,
     draft or similar instrument drawn against insufficient funds in the
     ordinary course of business; PROVIDED that such Indebtedness is
     extinguished within two Business Days of its incurrence.

         "PERMITTED INVESTMENT" means an Investment by the Company or any of its
Restricted Subsidiaries in:

         (i) the Company or a Restricted Subsidiary of the Company; PROVIDED,
     HOWEVER, that the primary business of such Restricted Subsidiary is a
     Related Business;

         (ii) another Person if as a result of such Investment such other Person
     becomes a Restricted Subsidiary of the Company or is merged or consolidated
     with or into, or transfers or conveys all or substantially all its assets
     to, the Company or a Restricted Subsidiary of the Company; PROVIDED,
     HOWEVER, that in each case such Person's primary business is a Related
     Business and PROVIDED, FURTHER that each such Investment shall satisfy each
     of the following conditions;

              (a) no Default exists at the time such Investment is made or would
     result therefrom;

              (b) after giving pro forma effect in accordance with GAAP to such
     Investment, (1) the Company shall be in compliance with Sections 10.23 and
     10.24 immediately prior to the completion thereof (assuming, for purposes
     of Sections 10.23 and 10.24, that such Investment, and all other
     Investments completed since the first day of the relevant measurement
     period for each of Sections 10.23 and 10.24, had occurred on the first day
     of such relevant measurement period), and the Trustee and Holders shall
     have been provided reasonably detailed calculations of such compliance and
     reasonable supporting data and information with respect thereto, and (2) as
     reasonably determined in good faith by the Company at such time based on
     available information then known by the Company, the Company and the
     Subsidiaries can reasonably be expected to remain in compliance with such
     covenants through the Maturity Date and to have sufficient cash liquidity
     to conduct their respective business and pay their respective debts and
     other liabilities as they come due;

              (c) with respect to any Investment involving more than $5 million,
     the Company shall have provided not fewer than 30 days prior to the
     proposed closing

<PAGE>
                                      -18-


     thereof the Trustee and each Holder with (1) written notice thereof and a
     brief description of the material terms thereof and a brief description of
     the business or Person to receive such Investment, (2) historical financial
     statements for the last three fiscal years (or, if less, for the period of
     such Person's existence) of the Person or business to receive such
     Investment (audited if available without undue cost or delay) and unaudited
     financial statements thereof for the most recent interim period which are
     available, (3) reasonably detailed projections for the succeeding five
     years (or, if earlier, through the year in which the Maturity Date occurs)
     pertaining to the Person or business to receive such Investment, (4) copies
     of all material documentation pertaining to such Investment, and (5) all
     such other information and data relating to such Investment or the Person
     or business to receive such Investment as may be reasonably requested by
     the Trustee or a Holder;

              (d) the Company shall have delivered to the Trustee and each
     Holder (x) an Officers' Certificate at least ten days prior to the date of
     consummation of such Investment certifying that (1) such Investment
     complies with this definition (which shall have attached thereto reasonably
     detailed backup data and calculations showing such compliance), and (2)
     such Investment is not reasonably likely to have a Material Adverse Effect
     and (y) financial statements referred to in clause (ii)(b) of this
     definition for the most recently ended fiscal period if the latest
     financial statements previously delivered pursuant to clause (ii)(b) cover
     a period ending more than 135 days before the date of consummation of such
     Investment; and

              (e) the total amount of the Investment, together with the
     aggregate amount of all Investments effected pursuant to this definition
     since the Issue Date, shall not exceed $10 million.

         (iii) Cash Equivalents;

         (iv) receivables owing to the Company or any of its Restricted
     Subsidiaries, created or acquired in the ordinary course of business and
     payable or dischargeable in accordance with customary trade terms;

         (v) payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     for accounting purposes and that are made in the ordinary course of
     business;

         (vi) (a) loans or advances by the Company or a Restricted Subsidiary of
     the Company to employees of the Company or any Subsidiary of the Company
     for purposes of purchasing common stock of the Company in an aggregate
     amount outstanding at any one time not to exceed $5.0 million and (b) other
     loans and advances by the Company or a Restricted Subsidiary of the Company
     to employees of the Company or any Subsidiary of the Company made in the
     ordinary course of business of the Company or such Restricted Subsidiary;

     <PAGE>

                                      -19-


         (vii) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Company or any
     of its Restricted Subsidiaries or in satisfaction of judgments or claims;

         (viii) an investment by Atrium in a Person engaged in a Related
     Business; PROVIDED, HOWEVER, that no Permitted Investments may be made
     pursuant to this clause (viii) to the extent the amount thereof would, when
     taken together with all other Permitted Investments made pursuant to this
     clause (viii), exceed $5 million in the aggregate (plus, to the extent not
     previously reinvested, any return of capital realized on Permitted
     Investments made pursuant to this clause (viii), or any release or other
     cancellation of any guarantee constituting such Permitted Investment);

         (ix) Persons to the extent such Investment is received by the Company
     or any Restricted Subsidiary of the Company as consideration for asset
     dispositions effected in compliance with Section 10.16;

         (x) prepayments and other credits to suppliers made in the ordinary
     course of business of the Company and its Restricted Subsidiaries; and

         (xi) Investments in connection with pledges, deposits, payments or
     performance bonds made or given in the ordinary course of business and not
     for money borrowed in connection with or to secure statutory, regulatory or
     similar obligations, including obligations under health, safety or
     environmental obligations;

         "PERMITTED LIENS" means (a) Liens on property or shares of Capital
Stock of a Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the Company;
PROVIDED, HOWEVER, that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not secure any property or assets of the
Company or any Restricted Subsidiary of the Company other than the property or
assets subject to the Liens prior to such merger or consolidation; (b) Liens on
a property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company; PROVIDED, that such Liens were not
created, incurred or assumed in connection with such acquisition; (c) Liens
imposed by law such as carriers', warehousemen's and mechanics' Liens and other
similar Liens arising in the ordinary course of business which secure payment of
obligations not yet delinquent or which are being contested in good faith and by
appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review; (d) Liens existing on the Issue
Date and described on Schedule 9.07 to the Credit Facility; (e) Liens securing
only the Notes; (f) Liens in favor of the Company or any Restricted Subsidiary
of the Company so long as held by the Company or any Restricted Subsidiary of
the Company; (g) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted; PROVIDED,
HOWEVER, that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (h) licenses, easements,
reservations of rights of way, and other similar encumbrances and/or
restrictions on the

<PAGE>
                                      -20-


use of properties, or minor imperfections of title that in the aggregate are not
material in amount and do not in any case materially detract from the properties
subject thereto or interfere with the ordinary conduct of the business of the
Company and its Restricted Subsidiaries; (i) Liens resulting from the deposit of
cash or notes in connection with contracts, leases, licenses, tenders or
expropriation proceedings, or other obligations of a like nature or to secure
workers' compensation, unemployment insurance and other types of social
security, surety or appeal bonds, performance bonds, liability to insurance
carriers, costs of litigation when required by law and public and statutory
obligations or obligations under franchise arrangements entered into in the
ordinary course of business; (j) leases or subleases granted to third Persons
not interfering with the ordinary course of business of the Company; (k) Liens
to secure Interest Rate Agreements and Currency Agreements with respect to
Indebtedness of the Restricted Subsidiaries of the Company permitted to be
Incurred under this Indenture; (l) Liens to secure any refinancings, renewals,
extensions, modifications or replacements (collectively, "refinancing") (or
successive refinancings), in whole or in part, of any Indebtedness secured by
Liens referred to in the clauses above so long as such Lien does not extend to
any other property (other than improvements thereto); and (m) Liens securing
letters of credit or surety bonds entered into in the ordinary course of
business and consistent with past business practice.

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

         "PIK REDEMPTION AMOUNT" IS DEFINED IN EXHIBIT A.

         "PREDECESSOR NOTE" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.07 hereof in exchange for a
mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

         "PREFERRED STOCK", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "PRIME RATE" means the rate of interest from time to time announced by
Citibank, N.A. at its principal office as its prime commercial lending rate.

         "PURCHASE AGREEMENT" means the Purchase Agreement dated as of October
24, 2000 by and among the Company and the Purchasers.

         "PURCHASERS" means Merrill Lynch Capital Corporation, GATX Capital
Corporation and The Lincoln National Life Insurance Company.

<PAGE>
                                      -21-


         "QUALIFIED CAPITAL STOCK" of any Person shall mean any Capital Stock of
such Person that is not Disqualified Stock.

         "RATIO" as of any date of determination means the ratio of (i) the
total consolidated Indebtedness of the Company as of such date to (ii)
Consolidated Cash Flow of Atrium for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination and
as to which financial statements are available as derived from the Company's
quarterly or annual financial statements which have been delivered pursuant to
the terms hereof; PROVIDED, HOWEVER, that (1) if during such period the Company
or any of its Restricted Subsidiaries shall have made any Asset Disposition,
Consolidated Cash Flow for such period shall be reduced by an amount equal to
the Consolidated Cash Flow (if positive) attributable to the assets which are
the subject of such Asset Disposition for such period or increased by an amount
equal to the Consolidated Cash Flow (if negative) attributable thereto for such
period, (2) if during such period the Company or any of its Restricted
Subsidiaries (by merger or otherwise) shall have made an Asset Acquisition,
Consolidated Cash Flow of Atrium for such period shall be calculated after
giving PRO FORMA effect thereto as if such Asset Acquisition occurred on the
first day of such period and (3) if during such period any Person that
subsequently became a Restricted Subsidiary of the Company or was merged with or
into the Company or any of its Restricted Subsidiaries during such period shall
have made any Asset Disposition or Asset Acquisition that would have required an
adjustment pursuant to clause (1) or (2) above if made by the Company or any of
its Restricted Subsidiaries during such period, Consolidated Cash Flow of Atrium
for such period shall be calculated after giving PRO FORMA effect thereto as if
such Asset Disposition or Asset Acquisition occurred on the first day of such
period. For purposes of this definition, whenever PRO FORMA effect is to be
given to an Asset Acquisition, the PRO FORMA calculations shall be determined in
accordance with GAAP and Regulation S-X under the Securities Act, to the extent
applicable, in good faith by a responsible financial or accounting officer of
the Company.

         "REFINANCING INDEBTEDNESS" means Indebtedness (including Disqualified
Stock) that refunds, refinances, replaces, renews, repays or extends (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinances,"
and "refinanced" shall have a correlative meaning) any Indebtedness existing on
the Issue Date or Incurred in compliance with this Indenture (including
Indebtedness of any Restricted Subsidiary of the Company that refinances
Indebtedness of another Restricted Subsidiary of the Company) including
Indebtedness that refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that
(i) the Refinancing Indebtedness has a Stated Maturity no earlier than the
earlier of (A) the Stated Maturity of the Notes and (B) the Stated Maturity of
the Indebtedness being refinanced, (ii) the Refinancing Indebtedness has an
Average Life at the time such Refinancing Indebtedness is Incurred that is equal
to or greater than the lesser of (A) the Average Life of the Notes and (B) the
Average Life of the Indebtedness being refinanced, and (iii) such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to or less than
the sum of the aggregate principal amount (or if issued with original issue
discount, the aggregate accreted value) then outstanding of the Indebtedness
being refinanced, plus the amount of any accrued or unpaid interest thereon,
plus the amount of any stated or reasonably determined prepayment premium paid
in connection with

<PAGE>
                                      -22-


such refinancing, plus the amount of expenses of the Company or a Restricted
Subsidiary of the Company incurred in connection with such refinancing.

         "REGISTRATION STATEMENT" means any registration statement of the
Issuer, including, but not limited to, the Exchange Registration Statement, that
covers any of the Registrable Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated October 24, 2000, by and among the Company and the Purchasers.

         "REGULAR RECORD DATE" means the Regular Record Date specified in the
Notes.

         "RELATED BUSINESS" means any business that is the same as or related,
ancillary or complementary to any of the businesses of the Company and its
Restricted Subsidiaries on the Issue Date, as reasonably determined by the
Company's Board of Directors.

         "RESPONSIBLE OFFICER" means, with respect to the Trustee, any officer
in the Corporate Trust Administration of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee
to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.

         "RESTRICTED PAYMENTS" has the meaning set forth under Section 10.14.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of a Person other than an
Unrestricted Subsidiary.

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

         "SALE/LEASEBACK TRANSACTION" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
of the Company transfers such property to a Person and the Company or a
Subsidiary of the Company leases it from such Person.

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

         "SIGNIFICANT SUBSIDIARY" means (i) any Restricted Subsidiary of the
Company that, together with its Restricted Subsidiaries, would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission (PROVIDED that for purposes of Section 9.02(i), a
5% threshold under Rule 1-02 shall be used rather than the 10% threshold
provided in Rule 1-02) and (ii) for purposes of Section 5.01, any other
Restricted Subsidiary of the Company that when aggregated with all other
Restricted Subsidiaries of the Company

<PAGE>
                                      -23-


that are not Significant Subsidiaries as to which an event described under
clause (h), (i) or (j) under Section 5.01 has occurred, together with their
Restricted Subsidiaries, would constitute a Significant Subsidiary pursuant to
clause (i) above (using a 5% threshold under Rule 1-02 rather than the 10%
threshold provided in Rule 1-02).

         "SPECIAL RECORD DATE" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.08 hereof.

         "STATED MATURITY" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision.

         "SUBSIDIARY" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

         "SURVIVING PERSON" means, with respect to any Person involved in any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of its properties and assets as an
entirety, the Person formed by or surviving such merger or consolidation or the
Person to which such sale, assignment, conveyance, transfer or lease is made.

         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended.

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

         "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of a Person that at
the time of determination shall be designated an Unrestricted Subsidiary by its
Board of Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. Such Board of Directors may designate any Subsidiary of
such Person (including any newly acquired or newly formed Subsidiary of such
Person) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any
Lien on any property of, such Person or any Restricted Subsidiary of such Person
that is not a Subsidiary of the Subsidiary to be so designated; PROVIDED,
HOWEVER, that either (A) the Subsidiary to be so designated has consolidated
total assets of $10,000 or less or (B) if such Subsidiary has consolidated total
assets greater than $10,000, then such designation would be permitted under
Section 10.14. Such Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; PROVIDED, HOWEVER, that (x) immediately after
giving effect to such designation no Default shall have occurred and be
continuing and (y) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such designation, if incurred at such time,
would have been permitted to be incurred for

<PAGE>
                                      -24-


all purposes of this Indenture. Any such designation by such Board of Directors
shall be evidenced to the holders of the Notes by promptly delivering to the
Trustee a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

         "UNUTILIZED NET AVAILABLE CASH" has the meaning set forth under Section
10.16.

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

         "VOTING STOCK" of a corporation means all classes of Capital Stock of
such corporation then outstanding and normally entitled to vote in the election
of directors.

         "WHOLLY-OWNED SUBSIDIARY" means a Restricted Subsidiary of a Person, at
least 99% of the Capital Stock of which (other than directors' qualifying
shares) is owned by such Person or another Wholly-Owned Subsidiary of such
Person.

Section 1.02.      OTHER DEFINITIONS.
                   -----------------

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

                 "Act"                                          1.05
                 "Change of Control Offer"                     10.11
                 "Change of Control Purchase Date"             10.11
                 "Defaulted Interest"                           3.08
                 "Defeased Notes"                               4.01
                 "insolvent Person"                             4.04
                 "Net Available Cash Offer Purchase Date"      10.16
                 "Note Register"                                3.06
                 "Paying Agent" or "Agent"                      3.03
                 "Registrar"                                    3.03
                 "Required Filing Dates"                       10.10
                 "Restricted Payments"                         10.14

Section 1.03.      RULES OF CONSTRUCTION.

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

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


<PAGE>
                                      -25-


         (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;

         (e) all references to "$" or "dollars" refer to the lawful currency of
     the United States of America; and

         (f) the words "include," "included" and "including" as used herein are
     deemed in each case to be followed by the phrase "without limitation."

Section 1.04. 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 Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

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

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

Section 1.05. 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

<PAGE>
                                      -26-


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 (as provided below in subsection (b) of this Section 1.05) of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01 hereof) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Register.

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

Section 1.06. NOTICES, ETC., TO THE TRUSTEE AND THE COMPANY.

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

         (a) the Trustee by any Holder or by the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed, in writing, to
     or with the Trustee at [    ], Attention: Corporate Trust Administration or
     at any other address previously furnished in writing to the Holders, the
     Company and the Guarantors by the Trustee; or

         (b) the Company by the Trustee or by any Holder shall be sufficient for
     every purpose (except as otherwise expressly provided herein) hereunder if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at Atrium Companies, Inc., 1341 West Mockingbird Lane,
     Suite 1200W, Dallas, Texas 75247, Facsimile: (214) 630-5058, Attention:
     Chief Financial Officer, or at any other address previously furnished in
     writing to the Trustee by the Company.

<PAGE>
                                      -27-


Section 1.07. NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise expressly provided herein)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Note 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 satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

Section 1.08. 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, such 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 excluded,
as the case may be.

Section 1.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

Section 1.10. SUCCESSORS AND ASSIGNS.

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

<PAGE>
                                      -28-


Section 1.11. SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Notes issued pursuant
hereto 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 1.12. BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Notes issued pursuant hereto,
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 1.13. GOVERNING LAW.

         THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

Section 1.14. NO RECOURSE AGAINST OTHERS.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

Section 1.15. INDEPENDENCE OF COVENANTS.

         All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default if such action is taken or condition exists.

Section 1.16. EXHIBITS.

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

Section 1.17. COUNTERPARTS.

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

<PAGE>
                                      -29-



Section 1.18. DUPLICATE ORIGINALS.

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


                                   ARTICLE TWO

                                      FORMS

Section 2.01. FORM AND DATING.

         The Notes and the Trustee's certificate of authentication with respect
thereto shall be in substantially the form set forth, or referenced, in EXHIBIT
A annexed hereto, 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 any applicable law
or with the rules of the Depository, any clearing agency or any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution thereof.

         The definitive Notes shall be printed, typewritten, 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
Notes may be listed, if any, all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

         Each Note shall be dated the date of its issuance and shall show the
date of its authentication. The terms and provisions contained in the Notes
shall constitute, and are expressly made, a part of this Indenture.


                                  ARTICLE THREE

                                    THE NOTES

Section 3.01. TITLE AND TERMS.

         PRINCIPAL AMOUNT. The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is limited to $36,500,000 and
such additional amount of Notes as may be paid as interest pursuant to this
Section 3.01 and the terms of the Purchase Agreement, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 3.05, 3.06, 3.07, 9.06,
10.11 and 10.17.

<PAGE>
                                      -30-


         MATURITY AND INTEREST. The Notes will mature on October 25, 2010.
Except as provided below, interest on the Notes will accrue at the rate of 15%
per annum through maturity; PROVIDED, that, during any time while a Default or
Event of Default has occurred and remains uncured, the interest rate shall
increase to the greater of (i) the interest rate then in effect plus 1% per
annum and (ii) the Prime Rate then in effect. If the Ratio (as derived from
financial statements prepared on or prior to May 15, 2002) as of March 31, 2002
is not equal to or less than 3.75x, the interest rate on the Notes as of March
31, 2002 shall increase to 17% per annum; PROVIDED, that the interest rate on
the Notes will return to 15% per annum at such time and only for such time as
the Ratio is equal to or less than 3.75x; PROVIDED, HOWEVER, that if the Ratio
is greater than 3.75x at any time thereafter, the interest rate will return to
17% per annum, as of the last date of the period for which the Ratio was
calculated, until such time as the Ratio is equal to or less than 3.75x ;
PROVIDED, FURTHER, that any calculation of the Ratio delivered to the Trustee
shall be accompanied by a certified Officers' Certificate executed by two
officers of the Company, one of whom shall be the Chief Financial Officer of the
Company. Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.

         Cash interest will begin to accrue on the Notes on the issuance date;
PROVIDED that with respect to any Interest Payment Date on or prior to October
25, 2005, the Company will pay interest on such Interest Payment Date through
the issuance of additional Notes (valued at 100% of the principal amount
thereof) in an aggregate amount equal to the interest otherwise payable on such
Interest Payment Date; PROVIDED, HOWEVER, that if, at any time, an Event of
Default has occurred and payment on the Notes has been accelerated pursuant to
Section 5.02 of this Indenture, then accrued and unpaid interest shall be
payable in cash only.

         Interest will be payable semi-annually on each April 25 and October 25,
commencing April 25, 2001, to the holders of record of Notes at the close of
business on April 1 and October 1, respectively, immediately preceding such
Interest Payment Date. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
Issue Date.

Section 3.02. OPTIONAL REDEMPTION.

         The Notes will be redeemable at the option of the Company as set forth
in the Notes.

Section 3.03. REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency (which shall be located
in the Borough of Manhattan in The City of New York, State of New York) where
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), an office or agency (which shall be located in the Borough of
Manhattan in The City of New York, State of New York) where Notes may be
presented for payment (the "Paying Agent" or "Agent") and an office or agency
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Registrar shall keep a register of the Notes
and of their transfer and exchange. The

<PAGE>
                                      -31-


Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" or "Agent" includes any additional paying agent.
The Company may act as its own Paying Agent, except for the purposes of payments
on account of principal on the Notes pursuant to Sections 10.11 and 10.16
hereof.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 6.07 hereof.

         The Company initially appoints the Trustee as the Registrar and Paying
Agent and agent for service of notices and demands at the Corporate Trust Office
in connection with the Notes.

Section 3.04. EXECUTION AND AUTHENTICATION.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of EXHIBIT A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement thereon. Each Note shall be dated the date of issuance and shall
show the date of its authentication.

         Two Officers shall sign, or one Officer shall sign, and one Officer
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Notes for the Company by manual or
facsimile signature.

         If an Officer or Assistant Secretary whose signature is on a Note was
an Officer or Assistant Secretary at the time of such execution but no longer
holds that office or position at the time the Trustee authenticates the Note,
the Note shall nevertheless be valid.

         Notwithstanding the foregoing, all Notes issued under this Indenture
shall vote and consent together on all matters (as to which any of such Notes
may vote or consent) as one class and no series of Notes will have the right to
vote or consent as a separate class on any matter.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Notes. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same
rights as an Agent to deal with the Company and Affiliates of the Company.

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

<PAGE>
                                      -32-


Section 3.05. TEMPORARY NOTES.

         Until definitive Notes are prepared and ready for delivery, the Company
may execute and upon a Company Order the Trustee shall authenticate and deliver
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes, in any authorized denominations, but may have variations that
the Company reasonably considers appropriate for temporary Notes as conclusively
evidenced by the Company's execution of such temporary Notes.

         If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay but in no event later than the date
that the Exchange Offer is consummated. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 10.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of like tenor and of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

Section 3.06. TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being sometimes referred
to herein as the "Note Register") in which, subject to such reasonable
regulations as the Registrar may prescribe, the Company shall provide for the
registration of Notes and of transfers and exchanges of Notes. The Trustee is
hereby initially appointed Registrar for the purpose of registering Notes and
transfers of Notes as herein provided.

         When Notes are presented to the Registrar or a co-Registrar with a
request from the Holder of such Notes to register the transfer or exchange for
an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested;
PROVIDED, HOWEVER, that every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer or exchange in form satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing. Whenever any Notes are so presented for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive. No service charge shall be
made to the Noteholder for any registration of transfer or exchange. The Company
may require from the Noteholder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 9.06, 10.11, 10.16 or 13.06 hereof (in which events the
Company will be responsible for the payment of all such taxes that arise solely
as a result of the transfer or exchange and do not depend on the tax status of
the Holder). The Trustee shall not be required to exchange or register the
transfer of any Note for a period of 15 days immediately preceding the first
mailing of notice of redemption of Notes to be redeemed or of any Note selected,
called or being called for redemption

<PAGE>
                                      -33-


except, in the case of any Note where public notice has been given that such
Note is to be redeemed in part, the portion thereof not to be redeemed.

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

Section 3.07. MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

         If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note of claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall execute and upon a Company Order, the Trustee shall authenticate
and deliver a replacement Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding, if the Holder of such Note furnishes
to the Company and to the Trustee, in the case of such loss, destruction or
theft, evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and an indemnity bond shall be posted by
such Holder, sufficient in the judgment of the Company or the Trustee, as the
case may be, to protect the Company, the Trustee or any Agent from any loss that
any of them may suffer if such Note is replaced; PROVIDED, that if the Holder of
such Note is or is a nominee of a Purchaser or another Holder with a minimum net
worth of at least $50,000,000 then such Person's own unsecured agreement of
indemnity shall be deemed to be satisfactory. The Company may charge such Holder
for the Company's expenses in replacing such Note (including (i) expenses of the
Trustee charged to the Company and (ii) any tax or other governmental charge
that may be imposed) and the Trustee may charge the Company for the Trustee's
expenses in replacing such Note.

         Every replacement Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note 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 Notes 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 Notes.

Section 3.08. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Interest on any Note that 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 Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest.

<PAGE>
                                      -34-


         Any interest on any Note that 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 Notes, to the extent
lawful (such defaulted interest and interest thereon herein collectively called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
Regular Record Date; and such Defaulted Interest will be paid by the Company, at
its election in each case, as provided in either subsection (a) or (b) below:

         (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Notes (or their respective Predecessor
     Notes) 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 Note and the date
     of the proposed payment, and at the same time the Company shall deposit
     with the Trustee an amount of money or additional Notes, as applicable,
     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 or
     additional Notes, as applicable, when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as provided in
     this subsection (a). 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 its address as it appears in
     the Note 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 Notes (or their respective
     Predecessor Notes) 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 Notes 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 (b), such
     payment shall be deemed practicable by the Trustee.

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

<PAGE>
                                      -35-


Section 3.09. PERSONS DEEMED OWNERS.

         Prior to and at the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Note is registered in the Note Register
as the owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.08) interest on such Note and for all
other purposes whatsoever, whether or not such Note shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Section 3.10. CANCELLATION.

         All Notes surrendered for payment, 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 may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Trustee. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer or exchange, redemption or payment. The Trustee and no
one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this Section
3.10, except as expressly permitted by this Indenture. All canceled Notes held
by the Trustee shall be destroyed and certification of their destruction
delivered to the Company unless by a Company Order the Company shall direct that
the canceled Notes be returned to it. The Trustee shall provide the Company a
list of all Notes that have been canceled from time to time as requested by the
Company. If the Company or any Affiliate of the Company acquires any Notes
(other than by redemption pursuant to Section 13.07 or an Offer pursuant to
Section 10.11 or 10.16), such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until such
Notes are delivered to the Trustee for cancellation.

Section 3.11. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date, date
established for the payment of Defaulted Interest, Stated Maturity, Change of
Control Purchase Date or Net Available Cash Offer Purchase Date of any Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of principal, premium, if any, or interest
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, date established for the payment of Defaulted Interest, at the
Stated Maturity or on the Change of Control Purchase Date or Net Available Cash
Offer Purchase Date, as the case may be. In such event, no interest shall accrue
with respect to such payment for the period from and after such Interest Payment
Date, Redemption Date, date established for the payment of Defaulted Interest,
Stated Maturity, Change of Control Purchase Date or Net Available Cash Offer
Purchase Date, as the case may be, to the next succeeding Business Day and, with
respect to any Interest Payment Date, inter-

<PAGE>
                                      -36-


est for the period from and after such Interest Payment Date shall accrue with
respect to the next succeeding Interest Payment Date.

Section 3.12. CUSIP AND CINS NUMBERS.

         The Company in issuing the Notes may use "CUSIP" and "CINS" numbers (if
then generally in use), and if so, the Trustee shall use the CUSIP or CINS
numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP or CINS
number, as the case may be, printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee in writing of any change in
the CUSIP or CINS number of any type of Notes.

Section 3.13. PAYING AGENT TO HOLD MONEY IN TRUST.

         Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. Money held in
trust by the Paying Agent need not be segregated except as required by law and
except if the Company, any Guarantor or any of their respective Affiliates is
acting as Paying Agent, and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require the Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default, upon a Company Order to the Paying Agent, require such
Paying Agent to pay forthwith all money so held by it to the Trustee and to
account for any funds disbursed. Upon making such payment, the Paying Agent
shall have no further liability for the money delivered to the Trustee.

Section 3.14. DEPOSITS OF MONIES.

         Prior to 12:00 noon New York City time on each Interest Payment Date,
Stated Maturity, Redemption Date, Change of Control Purchase Date and Net
Available Cash Offer Purchase Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Stated Maturity, Redemption
Date, Change of Control Purchase Date and Net Available Cash Offer Purchase
Date, as the case may be, in a timely manner which permits the Paying Agent to
remit payment to the Holders on such Interest Payment Date, Stated Maturity,
Redemption Date, Change of Control Purchase Date and Net Available Cash Offer
Purchase Date, as the case may be.

<PAGE>
                                      -37-


                                  ARTICLE FOUR

                        DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01. 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 Notes, elect to have either Section 4.02 or Section 4.03 be
applied to all of the Outstanding Notes (the "Defeased Notes"), upon compliance
with the conditions set forth below in this Article Four.

Section 4.02. DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 4.01 of the option applicable
to this Section 4.02, the Company shall be deemed to have been discharged from
its obligations with respect to the Defeased Notes 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 Notes, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
4.05 and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, and, upon Company 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 Notes to receive, solely from the trust funds described in Section 4.04
and as more fully set forth in such section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Defeased Notes under
Sections 3.05, 3.06, 3.07, 10.02 and 10.03, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 6.07, and (d) this Article Four. Subject to
compliance with this Article Four, the Company may exercise its option under
this Section 4.02 notwithstanding the prior exercise of its option under Section
4.03 with respect to the Notes.

Section 4.03. COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 4.01 of the option applicable
to this Section 4.03, the Company shall be released from its obligations under
any covenant or provision contained in Sections 10.10 through 10.21 and the
provisions of Section 8.01 (other than clause (i) of Section 8.01(a) and (b))
shall not apply, with respect to the Defeased Notes, on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Defeased Notes shall thereafter be deemed not to be "Outstanding" for
the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to the Defeased
Notes, the

<PAGE>
                                      -38-


Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in Sections 10.10 through 10.21 or
Section 8.01 (other than clause (i) of Section 8.01(a) and (b)), 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 under such Section 5.01(d), (f), (g), (h),
(i) or (j)) (with respect only to Significant Subsidiaries in the case of
Section 5.01(h), (i) or (j)) (other than a Default thereunder arising by reason
of the covenant defeasance itself), but, except as specified above, the
remainder of this Indenture and such Defeased Notes shall be unaffected thereby.

Section 4.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of either Section
4.02 or Section 4.03 to the Defeased Notes:

         (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 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 Notes, (a) cash in
     United States dollars in an amount, or (b) U.S. Government Obligations that
     through the scheduled payment of principal, premium, if any, and interest
     in respect thereof in accordance with their terms will provide, not later
     than one day before the due date of any payment, money in an amount, or (c)
     a combination thereof, in any such case, sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, the principal of, premium, if any, and
     interest on the Defeased Notes at the Stated Maturity of such principal or
     installment of principal, premium, if any, or interest or at redemption (if
     a notice of redemption has been duly given in accordance with Article
     Thirteen), as the case may be; PROVIDED, HOWEVER, that the Company may only
     make such deposit if Article Fourteen does not prohibit payments on the
     Notes at the time of the deposit; PROVIDED FURTHER, HOWEVER, that the
     Trustee shall have been irrevocably instructed to apply such cash or the
     proceeds of such U.S. Government Obligations to said payments with respect
     to the Notes;

         (2) No Default shall have occurred and be continuing on the date of
     such deposit or, insofar as Section 5.01(h), (i) or (j) is concerned, at
     any time during the period ending on the ninety-first day after the date of
     such deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

         (3) Neither the Company nor any Significant Subsidiary of the Company
     is an "insolvent Person" within the meaning of any applicable Bankruptcy
     Law on the date of such deposit or at any time during the period ending on
     the ninety-first day after the date of

<PAGE>
                                      -39-


     such deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

         (4) Such defeasance or covenant defeasance shall not cause the Trustee
     for the Notes to have a conflicting interest in violation of Section 6.08
     and for purposes of the Trust Indenture Act with respect to any securities
     of the Company;

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

         (6) Such defeasance or covenant defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act of 1940, as amended, unless such
     trust shall be registered under such Act or exempt from registration
     thereunder;

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

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

         (9) No event or condition shall exist that would prevent the Company
     from making payments of the principal of, premium, if any, and interest on
     the Notes on the date of such deposit;

         (10) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel (which counsel shall practice in the
     United States), each stating that (i) all conditions precedent provided for
     relating to either the defeasance under Section 4.02 or the covenant
     defeasance under Section 4.03 (as the case may be) have been complied with
     as contemplated by this Section 4.04 and (ii) if any other Indebtedness of
     the Company shall then be outstanding or committed, such defeasance or
     covenant defeasance will not violate the provisions of the agreements or
     instruments evidencing such Indebtedness;

         (11) In the case of an election under Section 4.02, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (y) since the date hereof, there has been a
     change in the applicable Federal income tax law, in either case to the
     effect that, and based thereon such opinion shall confirm that, the Holders
     of the Out-

<PAGE>
                                      -40-


     standing Notes will not recognize income, gain or loss for Federal income
     tax purposes as a result of such defeasance and will be subject to Federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such defeasance had not occurred; and

         (12) In the case of an election under Section 4.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Notes will not recognize income, gain or loss
     for Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

         Opinions required to be delivered under this Section shall be delivered
by independent counsel and may have such qualifications as are customary for
opinions of the type required and reasonably acceptable to the Trustee, and
counsel delivering such opinion may rely on certificates of the Company or
government officials customary for opinions of the type required.

Section 4.05.    DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                 TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the proviso of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee and hold it harmless
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 4.04 or the principal,
premium, if any, 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 Notes.

         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 money or U.S. Government Obligations held by it as provided in
Section 4.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

<PAGE>
                                      -41-


Section 4.06. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 4.02 or 4.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 4.02 or
4.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money and U.S. Government Obligations in accordance
with Section 4.02 or 4.03, as the case may be; PROVIDED, HOWEVER, that if the
Company makes any payment of principal, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money and U.S. Government Obligations held by the Trustee or Paying Agent.


                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01. EVENTS OF DEFAULT.

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

         (a) default in any payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 5 days;
     or

         (b) default in the payment of the principal of and premium, if any, on
     the Notes when the same becomes due and payable at its Stated Maturity,
     upon optional redemption, upon required repurchase, upon acceleration or
     otherwise (including, without limitation, the PIK Redemption Amount); or

         (c) the Company or any Subsidiary fails to comply with any of its
     obligations described under Section 6.01(e) or Section 7.10 of the Purchase
     Agreement, or under Sections 10.23 and 10.24 and Article Eight; or

         (d) the Company fails to comply with any of its obligations described
     under Section 6.01 of the Purchase Agreement (other than Section 6.01(e)),
     Sections 10.10 through 10.22 inclusive and 10.25 hereof (in each case other
     than a failure to repurchase Notes when required pursuant to the provisions
     described under Section 10.11 or Section 10.16, which failure shall
     constitute an Event of Default under clause (b) above) and such failure
     continues for 30 days (other than a failure to deliver documents required
     by Section

<PAGE>
                                      -42-


     10.10, which failure shall constitute an Event of Default if such failure
     continues for 3 days) after the earlier of (a) a Responsible Officer
     obtaining actual knowledge of such failure and (b) written notice of such
     failure requiring the Company to remedy the same shall have been given (i)
     to the Company by the Trustee or (ii) to the Company and the Trustee by the
     holders of at least 25% in aggregate principal amount of the Outstanding
     Notes; or

         (e) the Company fails to comply with any of its obligations in the
     Notes or this Indenture (other than those referred to in clause (a), (b),
     (c) or (d) above) and such failure continues for 60 days after the earlier
     of (a) a Responsible Officer obtaining actual knowledge of such failure and
     (b) written notice of such failure requiring the Company to remedy the same
     shall have been given (i) to the Company by the Trustee or (ii) to the
     Company and the Trustee by the holders of at least 25% in aggregate
     principal amount of the Outstanding Notes; or

         (f) there is a default under any Indebtedness in principal amount in
     excess of $5.0 million of the Company or any Restricted Subsidiary, whether
     or not such Indebtedness has been accelerated, and such default shall not
     have been cured or waived within the grace period provided for by the terms
     of such Indebtedness; or

         (g) one or more judgments or decrees for the payment of money in excess
     of $5.0 million in the aggregate (to the extent not covered by insurance
     maintained with an independent insurer that has acknowledged its liability
     in writing) is entered against the Company or any Significant Subsidiary
     and such judgment or decree remains undischarged or unstayed for a period
     of 60 days after such judgment becomes final and non-appealable; or

         (h) the Company or any Significant Subsidiary of the Company pursuant
     to or under or within the meaning of any Bankruptcy Law:

              (i) commences a voluntary case or proceeding;

              (ii) consents to the making of a Bankruptcy Order in an
         involuntary case or proceeding or the commencement of any case against
         it;

              (iii) consents to the appointment of a Custodian of it or for any
         substantial part of its property;

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

              (v) files an answer or consent seeking reorganization or relief;

              (vi) shall admit in writing its inability to pay its debts
         generally; or

              (vii) consents to the filing of a petition in bankruptcy; or

<PAGE>
                                      -43-


         (i) a court of competent jurisdiction in any involuntary case or
     proceeding enters a Bankruptcy Order against the Company or any Significant
     Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60
     consecutive days; or

         (j) a Custodian shall be appointed out of court with respect to the
     Company or any Significant Subsidiary or with respect to all or any
     substantial part of the assets or properties of the Company or any
     Significant Subsidiary; or

         (k) any representation, warranty, certification or statement made or
     deemed to have been made by or on behalf of the Company or by any Officer
     of the Company in respect of any statement or certificate at any time given
     by or on behalf of the Company or by any Officer of the Company in writing
     pursuant hereto or in connection herewith or therewith shall be false on
     the date as of which made and such falsity shall have or could reasonably
     be expected to have a Material Adverse Effect (as defined in the Purchase
     Agreement).

Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default (other than as specified in Section 5.01(h), (i)
or (j) with respect to the Company) shall occur and be continuing, the Trustee,
by notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes then Outstanding, by notice to the Trustee and the Company,
may declare the principal of, premium, if any, and accrued interest on all of
the Outstanding Notes due and payable immediately, upon which declaration all
such amounts payable in respect of the Notes will become and be immediately due
and payable. If an Event of Default specified in Section 5.01(h), (i) or (j)
with respect to the Company occurs and is continuing, then the principal of,
premium, if any, and accrued interest on all of the Outstanding Notes will IPSO
FACTO become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any holder of Notes.

         Notwithstanding the foregoing, in the event of a declaration of
acceleration in respect of the Notes because an Event of Default specified in
clause (f) above shall have occurred and be continuing, such declaration of
acceleration shall be automatically annulled if the Indebtedness that is the
subject of such Event of Default has been discharged or paid or such Event of
Default shall have been cured or waived by the holders of such Indebtedness and
written notice of such discharge, cure or waiver, as the case may be, shall have
been given to the Noteholders by the Issuer or by the requisite holders of such
Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days
after such declaration of acceleration in respect of the Notes, and no other
Event of Default shall have occurred that has not been cured or waived during
such 30-day period.

         At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of more than 75% in aggregate principal amount of the Outstanding Notes,
by written notice to the Company and the Trustee, may rescind such declaration
if all Events of Default, other than the non-payment of prin-

<PAGE>
                                      -44-


cipal of, premium, if any, and interest on the Notes that has become due solely
by such declaration of acceleration, have been cured or waived as provided in
Section 5.13.

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

Section 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if an Event of Default specified in Section
5.01(a) or 5.01(b) shall have occurred and be continuing, the Company will, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Notes, the whole amount then due and payable on such Notes for principal,
premium, if any, and interest, with interest upon the overdue principal,
premium, if any, and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest, at the rate then
borne by the Notes; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may, but is not
obligated under this paragraph to, institute a judicial proceeding for the
collection of the sums so due and unpaid and may, but is not obligated under
this paragraph to, prosecute such proceeding to judgment or final decree, and
may, but is not obligated under this paragraph to, enforce the same against the
Company or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Notes, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion but is not obligated under this paragraph to (i) proceed to protect
and enforce its rights and the rights of the Holders under this Indenture by
such appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce such rights, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted herein or (ii) proceed to protect and
enforce any other proper remedy. No recovery of any such judgment upon any
property of the Company shall affect or impair any rights, powers or remedies of
the Trustee or the Holders.

Section 5.04. TRUSTEE MAY FILE PROOFS OF CLAIMS.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether


<PAGE>
                                      -45-

the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

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

         (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

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 the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.

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

Section 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

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

Section 5.06. APPLICATION OF MONEY COLLECTED.

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

         First: to the Trustee for amounts due under Section 6.07;


<PAGE>
                                      -46-


         Second: to Holders for interest accrued on the Notes, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Notes for interest;

         Third: to Holders for principal and premium, if any, amounts owing
     under the Notes, ratably, without preference or priority of any kind,
     according to the amounts due and payable on the Notes for principal and
     premium, if any; and

         Fourth: the balance, if any, to the Company.

         The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 5.06.

Section 5.07. LIMITATION ON SUITS.

         No holder of any of the Notes has any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or any remedy thereunder, unless

         (i) such Holder has previously given the Trustee notice that an Event
     of Default is continuing,

         (ii) the Holders of at least 25% in aggregate principal amount of the
     Outstanding Notes have made written request, and offered reasonable
     indemnity, to the Trustee to institute such proceeding as Trustee under the
     Notes and this Indenture,

         (iii) the Trustee has failed to institute such proceeding within 60
     days after receipt of such notice and offer of indemnity, and

         (iv) the Trustee, within such 60-day period, has not received
     directions inconsistent with such written request by Holders of a majority
     in aggregate principal amount of the Outstanding Notes. Such limitations do
     not apply, however, to a suit instituted by a holder of a Note for the
     enforcement of the payment of the principal of, premium, if any, or
     interest on such Note on or after the respective due dates expressed in
     such Note;

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

<PAGE>

                                      -47-

Section 5.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND
               INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
cash payment of the principal of, premium, if any, and (subject to Section 3.08
hereof) interest on such Note on the respective Stated Maturities expressed in
such Note (or, in the case of redemption, a Change of Control Offer or Net
Available Cash Offer, on the Redemption Date, Change of Control Purchase Date or
Net Available Cash Offer Purchase Date, respectively) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

Section 5.09.  RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Note and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

         Except as provided in Section 3.07, 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 5.11.  DELAY OR OMISSION NOT WAIVER.

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

Section 5.12.  CONTROL BY REQUISITE PERCENTAGE.

         The Holders of more than 75% in aggregate principal amount of the
Outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for

<PAGE>

                                      -48-

any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, PROVIDED, HOWEVER, that:

         (a) such direction shall not be in conflict with any rule of law or
     with this Indenture or Note or expose the Trustee to personal liability;
     and

         (b) subject to Section 315 of the TIA, the Trustee may take any other
     action deemed proper by the Trustee which is not inconsistent with such
     direction.

Section 5.13. WAIVER OF PAST DEFAULTS.

         The Holders of more than 75% in aggregate principal amount of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
Default hereunder and its consequences, except a Default:

         (a) in the payment of the principal of, premium, if any, or interest on
     any Note or

         (b) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Note affected thereby.

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

Section 5.14.  UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Notes, 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 Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, a Change of Control Offer or Net Available Cash Offer on or after
the Redemption Dates, Change of Control Purchase Date or Net Available Cash
Offer Purchase Date, as the case may be).

<PAGE>
                                      -49-


Section 5.15.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury or other law wherever enacted, now or at
any time hereafter in force, that would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, or interest on
the Notes contemplated herein or in the Notes or that may affect the covenants
or the performance of this Indenture; and the Company hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

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

         (1) 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

         (2) 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 provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall be
     under a duty to examine the same to determine whether or not they conform
     to the requirements of this Indenture.

         (b) 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 its exercise thereof, as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that 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, if it shall have reasonable
grounds for believing that


<PAGE>
                                      -50-

     repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.


         (d) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section 6.01.

Section 6.02.  NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any Default that is continuing
and known to the Trustee, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Note 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 Note, 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 6.03.      CERTAIN RIGHTS OF TRUSTEE.

         Subject to Section 6.01 hereof and the provisions of Section 315 of the
Trust Indenture Act:

         (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 board
     resolution of the Company or any Guarantor may be sufficiently evidenced by
     a Board Resolution thereof;

         (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 reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by the Trustee in
     compliance with such request or direction;


<PAGE>
                                      -51-

         (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 its own negligence, bad faith or willful
     misconduct;

         (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, other
     evidence of indebtedness or other paper or document unless requested in
     writing so to do by the Holders of not less than a majority in aggregate
     principal amount of the Notes then Outstanding; PROVIDED, HOWEVER, 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, 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 and its Subsidiaries, personally or by agent or
     attorney; and

         (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.

Section 6.04.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF NOTES OR
               APPLICATION OF PROCEEDS THEREOF.

         The recitals contained herein and in the Notes, 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 Notes except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1 to be 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 Notes or the
proceeds thereof.

Section 6.05.  TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS; ETC.

         The Trustee, any Paying Agent, Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Notes, with the same rights it


<PAGE>
                                      -52-

would have if it were not the Trustee, Paying Agent, Registrar or such other
agent and, subject to Sections 6.08 and 6.13 hereof and Sections 310 and 311 of
the Trust Indenture Act, 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, Registrar or such other
agent.

Section 6.06.  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 herein
or by law. The Trustee shall not be under any liability for interest on any
moneys received by it hereunder, except as otherwise agreed in writing with the
Company.

Section 6.07. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.

         The Company covenants and agrees:

         (a) 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 (which shall not be limited by any provision of law in regard to
     the compensation of a trustee of an express trust);

         (b) to reimburse the Trustee and each predecessor Trustee upon its
     request for all reasonable expenses, fees, 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, fees,
     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, bad faith or
     willful misconduct; and

         (c) to indemnify the Trustee and each predecessor Trustee for, and to
     hold it harmless against, any loss, liability or expense incurred without
     negligence, bad faith or willful misconduct on its part, arising out of or
     in connection with the acceptance or administration of this Indenture or
     the trusts hereunder and its duties hereunder, including enforcement of
     this Section 6.07.

The obligations of the Company under this Section to compensate and indemnify
the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, fees, disbursements and advances shall
constitute an additional obligation hereunder and shall survive the satisfaction
and discharge of this Indenture.

Section 6.08.  CONFLICTING INTERESTS.

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


<PAGE>
                                      -53-

Section 6.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder that shall be eligible
to act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2) and that
shall have (or whose obligations under this Indenture shall be guaranteed by an
entity that has) a combined capital and surplus of at least $100,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of any 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.

Section 6.10. 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 6.11.

         (b) The Trustee, or any trustee or trustees hereinafter appointed, may
at any time resign by giving written notice thereof to the Company at least 20
Business Days prior to the date of such proposed resignation. 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 of
the Company, 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 20 Business 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 Note for at least six
consecutive 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
a majority in principal amount of the Outstanding Notes, delivered to the
Trustee and to the Company.

         (d) If at any time:

         (1) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act in accordance with Section 6.08 hereof
     after written request therefor by the Company or by any Holder who has been
     a bona fide Holder of a Note for at least six consecutive months, or


<PAGE>
                                      -54-


         (2) the Trustee shall cease to be eligible under Section 6.09 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 Note for at least six
     consecutive 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 or
     rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 5.14, the Holder of any Note who has been a bona fide
Holder of a Note for at least six consecutive 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 of its Board of Directors, 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 Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders of the Notes and accepted appointment in the
manner hereinafter provided, the Holder of any Note who has been a bona fide
Holder for at least six consecutive months may, subject to Section 5.14, 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
Notes as their names and addresses appear in the Note Register. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

Section 6.11.  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 amounts due it pursuant to Section 6.07, such retiring
Trustee shall duly assign, transfer and deliver


<PAGE>
                                      -55-

to the successor Trustee all moneys and property at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, duties and obligations of the retiring
Trustee. 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.

         No successor Trustee with respect to the Notes shall accept appointment
as provided in this Section 6.11 unless at the time of such acceptance such
successor Trustee shall be eligible to act as Trustee under this Article.

         Upon acceptance of appointment by any successor Trustee as provided in
this Section 6.11, the successor, at the expense of the Company, shall give
notice thereof to the Holders of the Notes, by mailing such notice to such
Holders at their addresses as they shall appear on the Note 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 6.10.

Section 6.12. MERGER, CONVERSION, AMALGAMATION, CONSOLIDATION OR SUCCESSION TO
              BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or amalgamated, or any corporation resulting
from any merger, conversion, amalgamation 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 (including the trust created by this
Indenture), shall be the successor of the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided such corporation shall be eligible under this Article
Six to serve as Trustee hereunder.

         In case at the time such successor to the Trustee under this Section
6.12 shall succeed to the trusts created by this Indenture any of the Notes
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Notes so authenticated; and, in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee under this
Section 6.12 may authenticate such Notes 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 Notes or in
this Indenture provided that the certificate of the Trustee shall have been
authenticated.

Section 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or other obligor on the Notes), the Trustee shall be subject to the provisions
of the TIA 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
TIA Section 311(a) to the extent set forth therein.


<PAGE>

                                      -56-

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. PRESERVATION OF INFORMATION; COMPANY TO FURNISH TRUSTEE NAMES AND
              ADDRESSES OF HOLDERS.

         (a) The Trustee shall preserve the names and addresses of the
Noteholders and otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish or cause the Registrar to furnish to
the Trustee before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Noteholders.
Neither the Company nor the Trustee shall be under any responsibility with
regard to the accuracy of such list.

         (b) The Company will furnish or cause to be furnished to the Trustee

              (i) semi-annually, not more than 15 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

              (ii) at such other times as the Trustee may reasonably request in
     writing, within 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 15 days prior
     to the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).

Section 7.02.  COMMUNICATIONS OF HOLDERS.

         Holders may communicate with other Holders with respect to their rights
under this Indenture or under the Notes pursuant to Section 312(b) of the Trust
Indenture Act. The Company and the Trustee and any and all other Persons
benefited by this Indenture shall have the protection afforded by Section 312(c)
of the Trust Indenture Act.

Section 7.03.  REPORTS BY TRUSTEE.

         Within 60 days after May 15 of each year commencing with the first May
15 following the date of this Indenture, the Trustee shall mail to all Holders,
as their names and addresses appear in the Note Register, a brief report dated
as of such May 15, in accordance with, and to the extent required under Section
313 of the Trust Indenture Act. At the time of its mailing to Holders, a copy of
each such report shall be filed by the Trustee with the Company, the Commission
and with each stock exchange on which the Notes are listed. The Company shall
notify the Trustee when the Notes are listed on any stock exchange.


<PAGE>
                                      -57-


                                  ARTICLE EIGHT

                   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

Section 8.01.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         (a) The Company shall not consolidate with or merge with or into, or
sell, convey, transfer or lease all or substantially all its assets to, any
Person, or permit any of its Restricted Subsidiaries to enter into any such
transaction if such transaction would result in the sale, conveyance, transfer
or lease of all or substantially all of the assets of the Company and its
Restricted Subsidiaries on a consolidated basis, unless:

                     (i) the Surviving Person shall be a corporation organized
         and existing under the laws of the United States of America, any State
         thereof or the District of Columbia and the Surviving Person (if not
         the Company) shall expressly assume, by a supplemental indenture,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, all the obligations of the Company under the Notes and this
         Indenture and the Registration Rights Agreement;

                    (ii) immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Surviving Person or any of its Restricted Subsidiaries as a result of
         such transaction as having been Incurred by the Surviving Person or any
         such Restricted Subsidiary at the time of such transaction), no Default
         or Event of Default shall have occurred and be continuing; and

                   (iii) immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Surviving Person or any of its Restricted Subsidiaries as a result of
         such transaction as having been Incurred by the Surviving Person or
         such Restricted Subsidiary at the time of such transaction), Atrium,
         after including the Notes as Indebtedness of Atrium, would be able to
         Incur an additional $1.00 of Indebtedness pursuant to Section 10.12(b)
         hereof.

Notwithstanding clauses (ii) and (iii) of the first sentence of this paragraph:
(1) any Restricted Subsidiary of the Company may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any
Wholly-Owned Subsidiary of the Company; and (2) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax or other benefits.

         (b) In connection with any consolidation, merger, transfer, lease or
other disposition contemplated hereby, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements of this
Indenture.


<PAGE>
                                      -58-

Section 8.02.  SUCCESSOR SUBSTITUTED.

         Upon any consolidation or merger of the Company or any sale,
assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company in accordance with
Section 8.01 hereof in which the Company is not the Surviving Person, the
Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of, the Company, under this Indenture, the Notes and the
Registration Rights Agreement with the same effect as if such successor
corporation had been named as the Company and, thereafter, except in the case of
(a) a lease or (b) any sale, assignment, conveyance, transfer or other
disposition to a Restricted Subsidiary of the Company, the Company shall be
discharged from all obligations and covenants under this Indenture, the Notes
and the Registration Rights Agreement.

         For all purposes of this Indenture and the Notes (including this
Article Eight and Sections 10.12, 10.14 and 10.17 hereof), Subsidiaries of any
Surviving Person will, upon such transaction or series of related transactions
described in this Article Eight, become Restricted Subsidiaries of the Company
unless and until designated as Unrestricted Subsidiaries of the Company pursuant
to and in accordance with the terms of this Indenture and all Indebtedness, and
all Liens on property or assets, of the Company and its Restricted Subsidiaries
in existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.


                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01. SUPPLEMENTAL INDENTURES, AGREEMENTS AND WAIVERS WITHOUT CONSENT OF
              HOLDERS.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution of the Board of Directors of the Company, and the Trustee, at
any time and from time to time, may amend, waive, modify or supplement this
Indenture or the Notes for any of the following purposes:

         (a) to evidence the succession of another Person to the Company and the
     assumption by any such successor of the covenants of the Company herein and
     in the Notes in accordance with Article Eight;

         (b) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company as applicable, herein, in the Notes;

         (c) to cure any ambiguity or to correct or supplement any provision
     herein that may be defective or inconsistent with any other provision
     herein, in the Notes;


<PAGE>
                                      -59-

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

         (e) to secure the Notes pursuant to the requirements of Section 10.17
     hereof or otherwise;

         (f) to evidence and provide the acceptance of the appointment of a
     successor Trustee hereunder; or

         (g) to make any other provisions with respect to matters or questions
     arising under this Indenture or the Notes;

PROVIDED, that, in any case, such provisions shall not materially adversely
affect the interests or rights of any of the Holders of the Notes and the
Company shall have delivered to the Trustee an Opinion of Counsel to such
effect.

Section 9.02. SUPPLEMENTAL INDENTURES, AGREEMENTS AND WAIVERS WITH CONSENT OF
              HOLDERS.

         Amendments and modifications of this Indenture or the Notes may be made
by the Company and the Trustee with the consent of the Holders of more than 75%
of the principal amount of the Outstanding Notes; PROVIDED, HOWEVER, that no
such modification or amendment may, without the consent of the Holder of each
outstanding Note affected thereby,

         (a) reduce the amount of Notes whose Holders must consent to an
     amendment;

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

         (c) reduce the principal amount of or change the Stated Maturity of any
     Note;

         (d) reduce the premium payable upon the redemption or repurchase of any
     Note or change the time at which any Note may be redeemed;

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

         (f) impair the right of any Holder to receive payment of principal of
     and interest on such Holder's Notes on or after the due dates therefor or
     to institute suit for the enforcement of any payment on or with respect to
     such Holder's Notes; or

         (g) modify the ranking or priority of any Note in any adverse manner;

         (h) following the occurrence of a Change of Control or an Asset
     Disposition, modify in a manner materially adverse to the Holders of Notes
     affected thereby the provi-


<PAGE>
                                      -60-

     sions of any covenant (or the related definitions) in this Indenture
     requiring the Company to make and consummate an offer to purchase with
     respect to such Change of Control or a Net Available Cash Offer with
     respect to such Asset Disposition;

         (i) make any change in the amendment or waiver provisions which require
     each affected Holder's consent.

Section 9.03.  EXECUTION OF SUPPLEMENTAL INDENTURES, AGREEMENTS AND WAIVERS.

         In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate from each obligor under the Notes entering into such
supplemental indenture, agreement, instrument or waiver, each stating that the
execution of such supplemental indenture, agreement, instrument or waiver (a) is
authorized or permitted by this Indenture and (b) does not violate the
provisions of any agreement or instrument evidencing any other Indebtedness of
the Company or any Subsidiary of the Company. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement, instrument
or waiver that affects the Trustee's own rights, duties or immunities under this
Indenture, the Notes or otherwise.

Section 9.04.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

Section 9.05.  CONFORMITY WITH TRUST INDENTURE ACT.

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

Section 9.06.  REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

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


<PAGE>
                                      -61-

Section 9.07. RECORD DATE.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any supplemental
indenture, agreement or instrument or any waiver, and shall promptly notify the
Trustee of any such record date. If a record date is fixed, those Persons who
were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to consent to such supplemental indenture,
agreement or instrument or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective with respect to such supplemental
indenture, agreement or instrument or waiver which is entered into more than 90
days after such record date.

Section 9.08.  REVOCATION AND EFFECT OF CONSENTS.

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


                                   ARTICLE TEN

                                    COVENANTS

Section 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

Section 10.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain, in the Borough of Manhattan in The City of
New York, State of New York, an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office of the Trustee
at its Corporate Trust Office shall be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company shall give prompt written notice to
the Trustee of any change in the location of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof,


<PAGE>
                                      -62-

such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York, State of New York)
where the Notes may be presented or surrendered for any or all such purposes,
and may from time to time rescind such designation; PROVIDED, HOWEVER, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York, State of New
York for such purposes. 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 other office or agency.

Section 10.03.  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

         If the Company or any of its Affiliates shall at any time act as its
own Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or cash interest on any of the Notes, 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
will promptly notify the Trustee of its action or failure so to act.

         If the Company or any of its Affiliates is not acting as Paying Agent,
the Company will, on or before each due date of the principal of, premium, if
any, or cash interest on, any Notes, 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 Holders
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

         If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 10.03, that such Paying Agent will:

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

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

         (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


<PAGE>
                                      -63-


         (d) acknowledge, accept and agree to comply in all aspects with the
     provisions of this Indenture relating to the duties, rights and liabilities
     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 will 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 Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon receipt of a Company Request therefor, or (if then held by
the Company) will be discharged from such trust; and the Holder of such Note
will 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, will 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, at the option of the Company
in the New York Times or the Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

Section 10.04. CORPORATE EXISTENCE.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the
Company and each of its Subsidiaries; PROVIDED, HOWEVER, that the Company shall
not be required to preserve any such right, license or franchise or existence of
any of its Subsidiaries if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof is not adverse in any material respect to the Holders; PROVIDED FURTHER,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary of the Company or any of its assets in compliance with the terms of
this Indenture.

Section 10.05. PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed (i) upon the Company or any of its
Subsidiaries or (ii) upon the income, profits or property of the Company or any
of its Subsidiaries and (b) all lawful claims for labor, materials and supplies,
that, if unpaid, could reasonably be expected to become a Lien upon the property
of the Company or any of its Subsidiaries; PROVIDED, HOWEVER, that the Company
shall not be required to pay or dis-


<PAGE>
                                      -64-

charge or cause to be paid or discharged any such tax, assessment, charge or
claim (x) whose amount, applicability or validity is being contested in good
faith by appropriate proceedings properly instituted and diligently conducted
and for which appropriate provision has been made in accordance with GAAP or (y)
if the failure to so pay, discharge or cause to be paid or discharged could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect (as defined in the Purchase Agreement).

Section 10.06. MAINTENANCE OF PROPERTIES.

         The Company shall cause all material properties owned by the Company or
any of its Subsidiaries or used or held for use in the conduct of their
respective businesses to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and shall cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this Section 10.06
shall prevent (a) the Company from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company (as
evidenced, in each instance, by a Board Resolution of the Company), desirable in
the conduct of its business or the business of any of its Subsidiaries and is
not disadvantageous in any material respect to the Holders or (b) a sale,
transfer, merger, consolidation or conveyance of assets in compliance with
Article Eight or Section 10.16 and, in each case, otherwise in compliance with
the provisions of this Indenture.

Section 10.07. INSURANCE.

         The Company shall maintain, and shall cause its Subsidiaries to
maintain, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses of
similar size and type, including property and casualty loss, and workers'
compensation insurance.

Section 10.08. BOOKS AND RECORDS.

         The Company shall keep proper books of record and account, in which
full and correct entries will be made of all financial transactions and the
assets and business of the Company and each Restricted Subsidiary of the Company
in material compliance with GAAP (including the establishment and maintenance of
appropriate reserves).

Section 10.09. [INTENTIONALLY OMITTED].

Section 10.10. PROVISION OF FINANCIAL STATEMENTS.

         For so long as the Notes are Outstanding, whether or not the Company is
subject to Section 13(a) or 15(d) of the Exchange Act, or any successor
provision thereto, the Company


<PAGE>
                                      -65-

shall, to the extent permitted by Commission practice and applicable law and
regulations, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d), or any successor provision
thereto, if the Company was so subject, such documents to be filed with the
Commission on or prior to the date (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the Company was so
subject. The Company shall also in any event within 15 days of each Required
Filing Date, whether or not permitted or required to be filed with the
Commission, (i) transmit or cause to be transmitted by mail to all holders of
Notes, 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 which the Company would have been
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, if the Company were subject to
either of such Sections.

         In addition, for so long as any Notes remain outstanding, the Company
shall furnish to the holders of Notes and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act, and, to any beneficial holder of Notes known to the
Company, if not obtainable from the Commission, information of the type that
would be filed with the Commission pursuant to the foregoing provisions, upon
the request of any such holder.

Section 10.11. CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to repurchase all or any part of such Holder's
Notes at a purchase price in cash equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase, such
repurchase to be made in accordance with Section 10.11(b) below.

         (b) Within 30 days following any Change of Control, unless the Company
has mailed a redemption notice with respect to all the Outstanding Notes in
connection with such Change of Control, the Company shall mail a notice (the
"Change of Control Offer") to each Holder with a copy to the Trustee stating:

         (i) that a Change of Control has occurred and that such Holder has the
     right to require the Company to purchase such Holder's Notes at a purchase
     price in cash equal to 101% of the principal amount thereof plus accrued
     and unpaid interest, if any, to the date of purchase;

         (ii) the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed) (the "Change of
     Control Purchase Date");

         (iii) the procedures determined by the Company, consistent with this
     Indenture, that a Holder must follow in order to have its Notes purchased;


<PAGE>
                                      -66-

         (iv) that the Change of Control Offer is being made pursuant to this
     Section 10.11 and that all Notes tendered into the Change of Control Offer
     will be accepted for payment; and that the Change of Control Offer shall
     remain open for a period of 20 Business Days or such longer period as may
     be required by applicable law;

         (v) the purchase price (including the amount of accrued interest, if
     any) for each Note, the Change of Control Purchase Date and the date on
     which the Change of Control Offer expires;

         (vi) that any Note not tendered for payment will continue to accrue
     interest in accordance with the terms thereof;

         (vii) that, unless the Company shall default in the payment of the
     purchase price, any Note accepted for payment pursuant to the Change of
     Control Offer shall cease to accrue interest after the Change of Control
     Purchase Date;

         (viii) that Holders electing to have Notes purchased pursuant to a
     Change of Control Offer will be required to surrender their Notes to the
     Paying Agent at the address specified in the notice prior to 5:00 p.m., New
     York City time, on the Change of Control Purchase Date and must complete
     any form letter of transmittal proposed by the Company and acceptable to
     the Trustee and the Paying Agent;

         (ix) that Holders of Notes will be entitled to withdraw their election
     if the Paying Agent receives, not later than 5:00 p.m., New York City time,
     on the Change of Control Purchase Date, a facsimile transmission or letter
     setting forth the name of the Holders, the principal amount of Notes the
     Holders delivered for purchase, the Note certificate number (if any) and a
     statement that such Holder is withdrawing his election to have such Notes
     purchased;

         (x) that Holders whose Notes are purchased only in part will be issued
     Notes of like tenor equal in principal amount to the unpurchased portion of
     the Notes surrendered;

         (xi) the instructions that Holders must follow in order to tender their
     Notes; and

         (xii) information concerning the business of the Company, the most
     recent annual and quarterly reports of the Company filed with the
     Commission pursuant to the Exchange Act (or, if the Company is not
     permitted to file any such reports with the Commission, the comparable
     reports prepared pursuant to Section 10.10), a description of material
     developments in the Company's business, information with respect to pro
     forma historical financial information after giving effect to such Change
     of Control and such other information concerning the circumstances and
     relevant facts regarding such Change of Control and Change of Control Offer
     as would, in the good faith judgment of the Company, be material


<PAGE>
                                      -67-

     to a Holder of Notes in connection with the decision of such Holder as to
     whether or not it should tender Notes pursuant to the Change of Control
     Offer.

         On the Change of Control Purchase Date, the Company shall (i) accept
for payment Notes or portions thereof in integral multiples of $1,000 tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money, in immediately available funds, sufficient to pay the purchase price of
all Notes or portions thereof so tendered and accepted and (iii) deliver to the
Trustee the Notes so accepted together with an Officers' Certificate setting
forth the Notes or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes
so accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Note of
like tenor equal in principal amount to any unpurchased portion of the Note
surrendered. Any Notes not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Change of Control Offer not later than the first Business Day
following the Change of Control Purchase Date.

         (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 10.11. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described in this Indenture by virtue thereof.

Section 10.12.  LIMITATION ON INDEBTEDNESS.

         (a) The Company shall not, directly or indirectly, Incur any
Indebtedness (including any Acquired Indebtedness) or issue Disqualified Stock
or Preferred Stock, except that the Company may Incur each and all of the
following:

         (i) Indebtedness of the Company evidenced by the Initial Notes, the
     Notes and this Indenture;

         (ii) Indebtedness represented by a guarantee of (1) Atrium's
     obligations under the Credit Facility in an aggregate principal amount not
     exceeding $215,000,000; (2) Atrium's obligations under the Atrium Notes in
     an aggregate principal amount not exceeding $175,000,000; and (3)
     Indebtedness of a Restricted Subsidiary of the Company Incurred under
     clause (c)(ii) below or clause (iv) of the definition of "Permitted
     Indebtedness," and any refinancing thereof under clause (iii) of such
     definition; and

         (iii) Indebtedness of the Company the proceeds of which are used solely
     to refinance Indebtedness Incurred under clause (i) above; PROVIDED that
     (1) the principal amount of Indebtedness incurred pursuant to this clause
     (iii) (or, if such Indebtedness provides for an amount less than the
     principal amount thereof to be due and payable upon a declaration of
     acceleration of the maturity thereof, the original issue price of such
     Indebtedness) shall not


<PAGE>
                                      -68-

     exceed the sum of the total aggregate principal amount of the Notes
     refinanced, plus (y) the amount of any premium reasonably determined by the
     Company as necessary to accomplish such refinancing by means of a tender
     offer or privately negotiated purchase, plus (z) the amount of expenses in
     connection therewith, (2) the new Indebtedness refinancing such
     Indebtedness shall have a Weighted Average Life to Stated Maturity that is
     equal to or greater than the remaining Weighted Average Life to Stated
     Maturity of such Indebtedness and shall have no scheduled principal payment
     prior to the 91st day after the Stated Maturity for the final scheduled
     principal payment of such Indebtedness, and (3) in the case of any partial
     refinancing of the Notes, such new Indebtedness shall be unsecured.

         (b) The Company shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness or issue Disqualified Stock or
Preferred Stock other than to (and so long as it is held by) the Company or a
Wholly-Owned Subsidiary of the Company; PROVIDED, HOWEVER, that Atrium and the
other Restricted Subsidiaries of the Company may Incur Indebtedness and Atrium
may issue Disqualified Stock, if (i) on the date thereof and immediately after
giving PRO FORMA effect thereto and the use of the proceeds thereof (in
accordance with the definition of "Consolidated Coverage Ratio"), the
Consolidated Coverage Ratio is at least equal to 2.00:1.00 and (ii) no Default
(including, without limitation, a Default under the provisions of Sections 10.23
or 10.24) shall have occurred and be continuing.

         (c) Notwithstanding the foregoing paragraph (b), each and all of the
following shall be permitted:

         (i) Indebtedness Incurred by Atrium or any Restricted Subsidiary of the
     Company pursuant to the Credit Facility (including, without limitation, any
     renewal, extension, refunding, restructuring, replacement or refinancing
     thereof referred to in the definition thereof); PROVIDED, HOWEVER, that the
     aggregate principal amount of all Indebtedness Incurred pursuant to this
     clause (i) does not exceed $175.0 million at any time outstanding, less the
     aggregate principal amount thereof required to be repaid with the net
     proceeds of Asset Dispositions (to the extent, in the case of a repayment
     of revolving credit Indebtedness, the commitment to advance the loans
     repaid has been terminated);

         (ii) Indebtedness Incurred by Atrium or any Restricted Subsidiary of
     the Company represented by Capitalized Lease Obligations, mortgage
     financing or purchase money obligations, in each case Incurred for the
     purpose of financing all or any part of the purchase price or cost of
     construction or improvement of property used in a Related Business or
     Incurred to refinance any such purchase price or cost of construction or
     improvement, in each case Incurred no later than 365 days after the date of
     such acquisition or the date of completion of such construction or
     improvement; PROVIDED, HOWEVER, that the aggregate principal amount of all
     Indebtedness Incurred pursuant to this clause (ii) shall not exceed $5.0
     million at any time outstanding;

         (iii) Permitted Indebtedness; and

<PAGE>
                                      -69-

         (iv) Indebtedness Incurred by Atrium or any Restricted Subsidiary of
     the Company (other than Indebtedness described in clauses (i)-(iii) above)
     in a principal amount outstanding which, when taken together with the
     principal amount of all other Indebtedness Incurred pursuant to this clause
     (iv) and then outstanding, will not exceed $5.0 million (it being
     understood that any Indebtedness Incurred under this clause (iv) shall
     cease to be deemed Incurred or outstanding for purposes of this clause (iv)
     but shall be deemed to be Incurred for purposes of Section 10.12(b) from
     and after the first date on which Atrium or such Restricted Subsidiary
     could have Incurred such Indebtedness under such Section 10.12(b) without
     reliance upon this clause (iv)).

         For purposes of determining compliance with this Section 10.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness permitted by this Section 10.12, the Company in its sole
discretion shall classify, and may from time to time reclassify, such item of
Indebtedness and only be required to include the amount of such Indebtedness as
one of such types and such item of Indebtedness may be divided and classified in
more than one of such types.

         (d) The Company will not permit any of its Unrestricted Subsidiaries to
Incur any Indebtedness other than Non-Recourse Debt.

Section 10.13.  STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, a written
statement signed by the chief executive officer and either the principal
financial officer or principal accounting officer of the Company, stating (i)
that a review of the activities of the Company during the preceding fiscal year
has been made under the supervision of the signing officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and (ii) that, to the knowledge of each
officer signing such certificate, the Company has kept, observed, performed and
fulfilled each and every covenant and condition contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions, conditions and covenants hereof (or, if a Default shall have
occurred, describing all such Defaults of which such officers may have
knowledge, their status and what action the Company is taking or proposes to
take with respect thereto). When any Default has occurred and is continuing, or
if the Trustee or any Holder or the trustee for or the holder of any other
evidence of Indebtedness of the Company or any Restricted Subsidiaries of the
Company gives any notice or takes any other action with respect to a claimed
Default, the Company shall notify the Trustee of such Default, notice or action
and shall deliver to the Trustee by registered or certified mail or by telegram,
or facsimile transmission followed by hard copy by registered or certified mail
an Officers' Certificate specifying such event, notice or other action within 3
days after the Company becomes aware of such occurrence and what action the
Company is taking or proposes to take with respect thereto.


<PAGE>
                                      -70-

Section 10.14.  LIMITATION ON RESTRICTED PAYMENTS.

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

         (i) declare or pay any dividend or make any distribution on or in
     respect of its Capital Stock, except (A) dividends or distributions payable
     in its Capital Stock (other than Disqualified Stock) or in options,
     warrants or other rights to purchase such Capital Stock, and (B) dividends
     or distributions by a Restricted Subsidiary of the Company paid (i) to the
     Company or a Restricted Subsidiary of the Company and (ii) if such
     Restricted Subsidiary paying the dividend or making the distribution is not
     a Wholly-Owned Subsidiary of the Company, to its other holders of Capital
     Stock on a PRO RATA basis; or

         (ii) purchase, redeem, retire or otherwise acquire for value any
     Capital Stock of the Company held by Persons other than a Restricted
     Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary
     of the Company held by Persons other than the Company or another Restricted
     Subsidiary of the Company (in either case, other than in exchange for its
     Capital Stock (other than Disqualified Stock); or

         (iii) make any Investment (other than a Permitted Investment) in any
     Person

(any of the foregoing actions described in clauses (i) through (iii), other than
the exclusions therefrom, collectively, "Restricted Payments").

         (b) Notwithstanding the foregoing paragraph (a) above, the foregoing
provisions shall not prohibit the following actions:

         (i) dividends paid within 30 days after the date of declaration if at
     such date of declaration such dividend would have complied with this
     Section 10.14;

         (ii) any payment made or transaction entered into pursuant to the
     Ellison Acquisition Agreement;

         (iii) so long as no Default has occurred and is continuing and would
     result therefrom, payments (A) in amounts and at the times necessary to
     permit the Company to purchase, redeem, acquire, cancel or otherwise retire
     for value Capital Stock of the Company or stock purchases or similar rights
     in respect of its Capital Stock, in each case held by officers, directors
     or employees of the Company or of any of its Subsidiaries, upon, in
     connection with or following death, disability, retirement, severance or
     termination of employment or service or pursuant to any agreement under
     which such Capital Stock was issued, or (B) to enable the Company to make
     cash payments to holders of its Capital Stock in lieu of the issuance of
     fractional shares of its Capital Stock; PROVIDED, HOWEVER, that the amount
     of such payments pursuant to subclauses (A) and (B) of this clause (iii)
     after the Issue Date does not exceed $7.5 million;


<PAGE>
                                      -71-

         (iv) so long as no Default has occurred and is continuing or
     would result therefrom, the redemption by the Company of the Series B
     Shares (as defined in the Purchase Agreement) in accordance with the
     provisions of Section 4.8 of the Company's Amended and Restated
     Certificate of Incorporation; and

         (v) so long as no Default has occurred and is continuing or
     would result therefrom, the redemption of the Shares (as defined in the
     Purchase Agreement) in accordance with the provisions of Sections 6 and
     7 of the Registration Rights and Stockholders Agreement (as defined in
     the Purchase Agreement).

Section 10.15.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or conduct any transaction
or series of related transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with or for the
benefit of any Affiliate of the Company or any of its Restricted Subsidiaries
(an "Affiliate Transaction") unless

         (i) the terms of such Affiliate Transaction are no less favorable to
     the Company or such Restricted Subsidiary, as the case may be, than those
     that could be obtained at the time of such transaction in arm's-length
     dealings with a Person who is not such an Affiliate,

         (ii) in the event such Affiliate Transaction (or series of related
     Affiliate Transactions) involves an aggregate amount in excess of $5.0
     million, the terms of such transaction have been approved by at least a
     majority of the members of the Board of Directors of the Company (and such
     majority determines that such Affiliate Transaction satisfies the criteria
     in (a) above) and

         (iii) in the event such Affiliate Transaction (or series of related
     Affiliate Transactions) involves an aggregate amount in excess of $10.0
     million, the Company (or Atrium where applicable) has received a written
     opinion from an independent investment banking firm of nationally
     recognized standing that such Affiliate Transaction is fair to the Company
     or such Restricted Subsidiary, as the case may be, from a financial point
     of view.

         (b) The requirements of Section 10.15(a) shall not apply to (i) any
Restricted Payment or other payment or Investment permitted to be made pursuant
to Section 10.14, (ii) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to employment arrangements, or
any stock options and stock ownership plans for the benefit of employees,
officers and directors, consultants and advisors approved by the Board of
Directors of the Company or Atrium, (iii) loans or advances to employees in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries, (iv) any transaction between or among the Company and any of its
Restricted Subsidiaries or between or among its Restricted Subsidiaries (so long
as no Person (other than a Restricted Subsidiary of the Company) that is an
Affiliate of the Com-


<PAGE>
                                      -72-

pany has any direct or indirect interest in such Restricted Subsidiary), (v)
indemnification agreements with, and the payment of fees and indemnities to,
directors, officers and employees of the Company and its Restricted
Subsidiaries, in each case in the ordinary course of business, (vi) transactions
pursuant to agreements as in existence on the Issue Date, (vii) any employment,
noncompetition or confidentiality agreements entered into by the Company or any
of its Restricted Subsidiaries with its employees in the ordinary course of
business, (viii) the issuance of Capital Stock of the Company or Atrium and (ix)
any obligations of the Company or Atrium in respect of management fees payable
to Ardshiel pursuant to agreements as in effect on the Issue Date; PROVIDED,
HOWEVER, (A) so long as any Default under Section 5.01(c) arising by virtue of a
default in the performance of any obligation in Sections 10.23 or 10.24 has not
been cured or waived and the Company shall not subsequently be in compliance
therewith in each case within 90 days after the occurrence thereof, payments
pursuant to the agreements described in clause (ix) of this Section 10.15 shall
only be permitted in an amount equal to 50% of the amount then due (other than
any accrued and unpaid portion); and (B) so long as an Event of Default
described in clause (a) or (b) of Section 5.01 has occurred and is continuing,
no payments shall be made pursuant to the Agreements described in clause (ix) of
this Section 10.15.

Section 10.16.  LIMITATION ON SALE OF ASSETS.

         (a) The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Asset Disposition,
unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Disposition at least equal to
the fair market value, as determined in good faith by the Company's Board of
Directors, of the assets sold or otherwise disposed of and (ii) at least 75% of
such consideration consists of cash or Cash Equivalents.

         If all or a portion of the Net Available Cash of any Asset Disposition
is not required to be applied to repay permanently any Indebtedness of Atrium or
its Restricted Subsidiaries outstanding as required by the terms thereof, or the
Company determines not to apply such Net Available Cash to the permanent
repayment of the Indebtedness of Atrium or its Restricted Subsidiaries that is
required to be prepaid, or if no Indebtedness of Atrium is outstanding, then the
Company or such Restricted Subsidiary may apply such Net Available Cash to
acquire Additional Assets within 360 days after the receipt thereof.

         To the extent all or part of the Net Available Cash in respect of any
Asset Disposition is not applied within 360 days of the applicable Asset
Disposition as described in the immediately preceding paragraph of this Section
10.16 (such Net Available Cash, the "Unutilized Net Available Cash"), the
Company shall, within 20 days after the date that is 360 days from the receipt
of such Net Available Cash, make an offer to purchase (the "Net Available Cash
Offer") all Outstanding Notes up to a maximum principal amount of Notes equal to
the Unutilized Net Available Cash, at a purchase price in cash equal to 100%
thereof, plus accrued and unpaid interest thereon, if any, to the purchase date;
PROVIDED, HOWEVER, that the Net Available Cash Offer may be deferred until there
is aggregate Unutilized Net Available Cash equal to or in excess of $10.0
million, at which


<PAGE>
                                      -73-

time the entire amount of such Unutilized Net Available Cash, and not just the
amount in excess of $10.0 million, shall be applied as required pursuant to this
paragraph.

         For purposes of this Section 10.16(a), "Notes Portion of Unutilized Net
Available Cash" in respect of a Net Available Cash Offer means (a) if no Other
Indebtedness is concurrently being offered to be purchased, the amount of the
Unutilized Net Available Cash in respect of such Net Available Cash Offer and
(b) if Other Indebtedness is concurrently being offered to be purchased, an
amount equal to the product of (x) the Unutilized Net Available Cash in respect
of such Net Available Cash Offer and (y) a fraction the numerator of which is
the principal amount of all Notes tendered pursuant to the Net Available Cash
Offer related to such Unutilized Net Available Cash (the "Notes Amount") and the
denominator of which is the sum of the Notes Amount and the lesser of the
aggregate principal face amount or accreted value as of the relevant purchase
date of all Other Indebtedness tendered pursuant to a concurrent offer to
purchase such Other Indebtedness made at the time of such Net Available Cash
Offer.

         With respect to any Net Available Cash Offer effected pursuant to this
Section 10.16, to the extent that the principal amount of the Notes tendered
pursuant to such Net Available Cash Offer exceeds the Notes Portion of
Unutilized Net Available Cash with respect thereto, the Notes shall be purchased
PRO RATA based on the principal amount of the Notes tendered by each Holder.
Holders whose Notes are purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered.

         To the extent the Unutilized Net Available Cash available for any Net
Available Cash Offer effected pursuant to this Section 10.16 exceeds the
aggregate purchase price for the Notes validly tendered and purchased by the
Company pursuant thereto, such excess shall no longer be deemed Unutilized Net
Available Cash and shall be available to the Company and its Restricted
Subsidiaries for any purpose not prohibited under this Indenture.

         For the purposes of this Section 10.16, the following will be deemed to
be cash (but not Net Available Cash): (x) the assumption by the transferee of
Indebtedness of the Company or any of its Restricted Subsidiaries and the
release of the Company or any of its Restricted Subsidiaries from all liability
on such Indebtedness in connection with such Asset Disposition (in which case
the Company shall, without further action, be deemed to have applied such
assumed Indebtedness in accordance with the second paragraph under this Section
10.16(a)) and (y) securities received by the Company or any of its Restricted
Subsidiaries from the transferee that are promptly converted (but in no event
later than 30 days after the relevant Asset Disposition) by the Company or such
Restricted Subsidiary into cash.

         (b) Notice of a Net Available Cash Offer shall be mailed by the Company
not more than 20 days after the obligation to make such Net Available Cash Offer
arises to the Holders of Notes at their last registered addresses with a copy to
the Trustee and the Paying Agent. The Net Available Cash Offer shall remain open
from the time of mailing for at least 20 Business Days or such longer period as
may be required by applicable law and until 5:00 p.m., New York City time, on
the last day of the period (the "Net Available Cash Offer Purchase Date"). The
notice, which


<PAGE>
                                      -74-

shall govern the terms of the Net Available Cash Offer, shall include such
disclosures as are required by law and shall state:

         (i) that the Net Available Cash Offer is being made pursuant to this
     Section 10.16 and that all Notes in integral multiples of $1,000 tendered
     into the Net Available Cash Offer shall be accepted for payment; PROVIDED,
     HOWEVER, that if the aggregate principal amount of Notes tendered in the
     Net Available Cash Offer exceeds the Notes Portion of Unutilized Net
     Available Cash, the Company shall select the Notes to be purchased on a PRO
     RATA basis based upon the aggregate principal amount of such Notes tendered
     by each Holder; and that the Net Available Cash Offer shall remain open for
     a period of 20 Business Days or such longer period as may be required by
     applicable law;

         (ii) the purchase price (including the amount of accrued interest, if
     any) for each Note, the Net Available Cash Offer Purchase Date and the date
     on which the Net Available Cash Offer expires;

         (iii) that any Note not tendered or accepted for payment pursuant to
     the Net Cash Offer shall continue to accrue interest in accordance with the
     terms thereof;

         (iv) that, unless the Company shall default in the payment of the
     purchase price, any Note accepted for payment pursuant to the Net Available
     Cash Offer shall cease to accrue interest after the Net Available Cash
     Offer Purchase Date;

         (v) that Holders electing to have Notes purchased pursuant to a Net
     Available Cash Offer shall be required to surrender their Notes to the
     Paying Agent at the address specified in the notice prior to 5:00 p.m., New
     York City time, on the Net Available Cash Offer Purchase Date and must
     complete any form letter of transmittal proposed by the Company and
     acceptable to the Trustee and the Paying Agent;

         (vi) that any Holder of Notes shall be entitled to withdraw its
     election if the Paying Agent receives, not later than 5:00 p.m., New York
     City time, on the Net Available Cash Offer Purchase Date, a facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Notes the Holder delivered for purchase, the Note certificate
     number (if any) and a statement that such Holder is withdrawing its
     election to have such Notes purchased;

         (vii) that Holders whose Notes are purchased only in part shall be
     issued Notes of like tenor equal in principal amount to the unpurchased
     portion of the Notes surrendered;

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


<PAGE>
                                      -75-

         (ix) information concerning the business of the Company, the most
     recent annual and quarterly reports of the Company filed with the
     Commission pursuant to the Exchange Act (or, if the Company is not
     permitted to file any such reports with the Commission, the comparable
     reports prepared pursuant to Section 10.10), a description of material
     developments in the Company's business, information with respect to pro
     forma historical financial position and results of operations after giving
     effect to such Asset Disposition and such other information concerning the
     circumstances and relevant facts regarding such Asset Disposition and Net
     Available Cash Offer as would, in the good faith judgment of the Company,
     be material to a Holder of Notes in connection with the decision of such
     Holder as to whether or not it should tender Notes pursuant to the Net
     Available Cash Offer.

         On the Net Available Cash Offer Purchase Date, the Company shall (i)
accept for payment (subject to proration as described in the sixth paragraph
under Section 10.16(a)) Notes or portions thereof in integral multiples of
$1,000 principal amount tendered pursuant to the Net Available Cash Offer, (ii)
deposit with the Paying Agent money, in immediately available funds, sufficient
to pay the purchase price of all Notes or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Notes so accepted together with an
Officers' Certificate setting forth the Notes or portions thereof tendered to
and accepted for payment by the Company. The Paying Agent shall promptly mail or
deliver to the Holders of Notes so accepted payment in an amount equal to the
purchase price, and the Trustee shall promptly authenticate and mail or deliver
to such Holders a new Note of like tenor equal in principal amount to any
unpurchased portion of the Note surrendered. Any Notes not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Net Available Cash Offer not later
than the first Business Day following the Net Available Cash Offer Purchase
Date.

         (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 10.16. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described in this Indenture by virtue thereof.

Section 10.17.  LIMITATION ON LIENS.

         The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, Incur any Liens (other than
Permitted Liens) of any kind against or upon any of their respective properties
or assets now owned or hereafter acquired, or any proceeds therefrom or any
income or profits therefrom, to secure any Indebtedness of the Company except
for (i) Liens securing the Company's guarantee under the Credit Facility or any
guarantee of the Credit Facility by any Restricted Subsidiary of the Company and
(ii) Liens on any property or assets of any Restricted Subsidiary of the Company
to the extent securing Indebtedness Incurred by such Restricted Subsidiary.

<PAGE>
                                      -76-

Section 10.18.  [INTENTIONALLY OMITTED].

Section 10.19.  LIMITATION ON SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
                OF THE COMPANY.

         The Company shall not permit any of its Restricted Subsidiaries to
issue any Capital Stock to any Person (other than to the Company or a
Wholly-Owned Subsidiary of the Company) or permit any Person (other than the
Company or a Wholly-Owned Subsidiary of the Company) to own any Capital Stock of
a Restricted Subsidiary of the Company, if in either case as a result thereof
such Restricted Subsidiary would no longer be a Restricted Subsidiary of the
Company; PROVIDED, HOWEVER, that this Section 10.19 shall not prohibit (x) the
Company or any of its Restricted Subsidiaries from selling, transferring or
otherwise disposing of all of the Capital Stock of any Restricted Subsidiary of
the Company or (y) the designation of a Restricted Subsidiary of the Company as
an Unrestricted Subsidiary of the Company in compliance with this Indenture.

Section 10.20.  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
                RESTRICTED SUBSIDIARIES OF THE COMPANY.

         The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (i) pay dividends or make any other
distributions on its Capital Stock to the Company or any other Restricted
Subsidiary of the Company or pay any Indebtedness or other obligation owed to
the Company or any other Restricted Subsidiary of the Company, (ii) make any
loans or advances to the Company or to any other Restricted Subsidiary of the
Company which directly or indirectly owns the Capital Stock of such Restricted
Subsidiary or (iii) transfer any of its property or assets to the Company or to
any other Restricted Subsidiary of the Company which directly or indirectly owns
the Capital Stock of such Restricted Subsidiary, except for:

         (a) any encumbrance or restriction with respect to such a Restricted
     Subsidiary pursuant to an agreement relating to any Indebtedness issued by
     such Restricted Subsidiary on or prior to the date on which such Restricted
     Subsidiary was acquired by the Company or Atrium and outstanding on such
     date (i) in anticipation of such acquisition, or (ii) other than
     Indebtedness issued as consideration in, or to provide all or any portion
     of the funds or credit support utilized to consummate, the transaction or
     series of related transactions pursuant to which such Restricted Subsidiary
     became a Restricted Subsidiary of the Company or was acquired by the
     Company or Atrium, as the case may be;

         (b) any encumbrance or restriction with respect to such a Restricted
     Subsidiary pursuant to an agreement relating to any Indebtedness issued by
     such Restricted Subsidiary; PROVIDED that (i) such restrictions do not
     prohibit payments, transfers, loans, advances or distributions either (x)
     on or after the fifth anniversary of the Closing Time or (y) otherwise
     necessary for the Company to make scheduled payments of principal, interest
     and premium on Indebtedness of the Company absent a payment default or
     event of default in respect of


<PAGE>
                                      -77-

     the Indebtedness of the Company absent a payment default or event of
     default in respect of the Indebtedness of the Restricted Subsidiary, and
     (ii) the chief financial officer of the Company determines in good faith
     that (A) any such restrictions are commercially reasonable for a borrower
     engaged in a business comparable to the Company that has substantially
     comparable Indebtedness, and (B) any such restrictions shall not materially
     affect the Company's ability to make scheduled payments of principal,
     premium or interest payments on the Notes;

         (c) in the case of clause (iii) above, any encumbrance or restriction
     (A) that restricts in a customary manner the subletting, assignment or
     transfer of any property or asset that is a lease, license, conveyance or
     contract or similar property or asset, (B) by virtue of any transfer of,
     agreement to transfer, option or right with respect to, or Lien on, any
     property or assets of the Company or any of its Restricted Subsidiaries not
     otherwise prohibited by this Indenture, (C) that is included in a licensing
     agreement to the extent such restrictions limit the transfer of the
     property subject to such licensing agreement or (D) arising or agreed to in
     the ordinary course of business and that does not, individually or in the
     aggregate, detract from the value of property or assets of the Company or
     any of its Restricted Subsidiaries in any manner material to the Company or
     any such Restricted Subsidiary;

         (d) in the case of clause (iii) above, restrictions contained in
     security agreements, mortgages or similar documents securing Indebtedness
     of a Restricted Subsidiary of the Company to the extent such restrictions
     restrict the transfer of the property subject to such security agreements;
     PROVIDED, that such Indebtedness and such Lien is permitted by this
     Indenture;

         (e) any restriction with respect to such a Restricted Subsidiary
     imposed pursuant to an agreement entered into for the sale or disposition
     of all or substantially all the Capital Stock or assets of such Restricted
     Subsidiary pending the closing of such sale or disposition; and

         (f) encumbrances or restrictions arising or existing by reason of
     applicable law.

Section 10.21.  COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company and any other
obligor on the Notes 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, and 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.


<PAGE>
                                      -78-

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

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

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

         (iii) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her to express an informed opinion as to whether such covenant or
     condition has been complied with; and

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

Section 10.22.   OWNERSHIP OF ATRIUM AND ELLISON.

         The Company will at all times be the legal and record owner of 100% of
the Capital Stock of Atrium and Atrium will at all times be the legal and record
owner of 100% of the Capital Stock of Ellison.

Section 10.23.     MAXIMUM TOTAL LEVERAGE RATIO.

         The Total Leverage Ratio shall not, as of any Test Date at any period
set forth in the table below, exceed the ratio set forth opposite such period in
the table below:

     PERIOD                                       RATIO
     ------                                       -----
     From the Issue Date until 12/30/01           5.75:1
     12/31/01 - 12/30/02                          5.50:1
     12/31/02 - 12/30/03                          5.00:1
     12/31/03 - 12/30/04                          4.50:1
     12/31/04 - 12/30/05                          4.25:1
     12/31/05 and thereafter                      4.00:1

         Capitalized terms in this above Section 10.23 have the meanings
ascribed to them in the form of Credit Agreement, attached hereto as Annex A;
PROVIDED, that the Indebtedness represented by the Notes and all Preferred Stock
(valued at the greater of (x) the aggregate liquidation value thereof or (y) the
aggregate mandatory redemptions payable with respect thereto) of the Issuer or
any of its Subsidiaries shall be included in Total Debt, interest paid on the
Notes in cash only and any mandatory dividend payments with respect to any
Preferred Stock of the Issuer or any of its Subsidiaries shall be included in
consolidated EBITDA.


<PAGE>
                                      -79-


Section 10.24.  MINIMUM INTEREST COVERAGE RATIO.

         The Interest Coverage Ratio shall not, as of any Test Date during any
period set forth in the table below, be less than the ratio set forth opposite
such period in the table below:

        PERIOD                                       RATIO
        ------                                       -----
        From the Issue Date until 12/30/01           1.40x
        12/31/01 - 12/30/02                          1.65x
        12/31/02 - 12/30/03                          1.90x
        12/31/03 - 12/30/04                          2.15x
        12/31/04 and thereafter                      2.40x

         Capitalized terms in this above Section 10.24 have the meanings
ascribed to them in the form of Credit Agreement, attached hereto as Annex A;
PROVIDED, that interest paid on the Notes in cash only and any mandatory
dividend payments with respect to any Preferred Stock of the Issuer or any of
its Subsidiaries shall be included in the calculations made pursuant to such
definitions.

Section 10.25.  LIMITATION ON LINES OF BUSINESS.

         The Company will not engage in any business other than owning 100% of
the Capital Stock of Atrium and will not permit any Restricted Subsidiary to
engage in any business other than a Related Business.

                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE

Section 11.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

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

         (i) (a) all Notes theretofore authenticated and delivered (other than
     (i) Notes which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 3.07 hereof and (ii) Notes for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 10.03) have been
     delivered to the Trustee for cancellation; or (b) all such Notes not
     theretofore delivered to the Trustee for cancellation have become due and
     payable and the Company has irrevocably deposited


<PAGE>
                                      -80-

     or caused to be deposited with the Trustee in trust an amount of money in
     dollars sufficient to pay and discharge the entire Indebtedness on such
     Notes not theretofore delivered to the Trustee for cancellation, for the
     principal of, premium, if any, and interest to the date of such deposit;

         (ii) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company (other than amounts that become payable under
     Section 6.07); and

         (iii) the Company has delivered to the Trustee (a) irrevocable
     instructions to apply the deposited money toward payment of the Notes at
     the Stated Maturities and the Redemption Dates thereof, and (b) an
     Officers' Certificate and an Opinion of Counsel each stating that all
     conditions precedent herein provided for relating to the satisfaction and
     discharge of this Indenture have been complied with (PROVIDED, that such
     Opinion of Counsel may rely as to matters of fact upon an Officer's
     Certificate).

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 11.01, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 10.03 shall survive.

Section 11.02.  APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 11.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium, if
any, and interest on the Notes for whose payment such money has been deposited
with the Trustee.


                                 ARTICLE TWELVE

                             [Intentionally Omitted]


                                ARTICLE THIRTEEN

                       REDEMPTIONS AND OFFERS TO PURCHASE

Section 13.01.  NOTICE TO TRUSTEE.

         If the Company elects or is required to redeem Notes in accordance with
the terms thereof it shall furnish to the Trustee, at least 30 days but not more
than 60 days before notice of


<PAGE>
                                      -81-


any redemption is to be mailed to Holders (or such shorter times as may be
satisfactory to the Trustee), an Officers' Certificate stating that the Company
has elected or is required to redeem Notes pursuant to paragraph 2 of the Notes,
the date notice of redemption is to be mailed to Holders, the redemption date,
the aggregate principal amount of Notes to be redeemed, the redemption price for
such Notes, the amount of accrued and unpaid interest on such Notes as of the
redemption date and the manner in which Notes are to be selected for redemption
if less than all Outstanding Notes are to be redeemed. If the Trustee is not the
Registrar, the Company shall, concurrently with delivery of its notice to the
Trustee of a redemption, cause the Registrar to deliver to the Trustee a
certificate (upon which the Trustee may rely) setting forth the name of, and the
aggregate principal amount of Notes held by each Holder.

         If the Company is required to offer to purchase Notes pursuant to
Sections 10.11 or 10.16, it shall furnish to the Trustee, at least two Business
Days before notice of the corresponding Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Sections 10.11 or 10.16, as the case may be, the Change of Control Purchase Date
or the Net Available Cash Offer Purchase Date, the maximum principal amount of
Notes the Company is offering to purchase pursuant to such Offer, the purchase
price for such Notes, and the amount of accrued and unpaid interest on such
Notes as of the Change of Control Purchase Date or the Net Available Cash Offer
Purchase Date, as the case may be.

         The Company will also provide the Trustee with any additional
information that the Trustee reasonably requests in connection with any
redemption or Offer.

Section 13.02.  SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

         In the event that less than all of the Notes are to be redeemed at any
time, selection of Notes for redemption shall be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
national securities exchange, on a PRO RATA basis; PROVIDED, HOWEVER, that any
such redemption made with the net proceeds of a Equity Offering shall be made on
a PRO RATA basis or on as nearly a PRO RATA basis as practicable (subject to the
procedures of The Depository Trust Company or any other depositary). If any Note
is to be redeemed in part only, the notice of redemption that relates to such
Note will state the portion of the principal amount thereof to be redeemed. A
new Note in a principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original Note.

Section 13.03.   NOTICE OF REDEMPTION.

         (a) At least 30 days but not more than 60 days before any redemption
date, the Company shall mail a notice of redemption by first class mail to each
Holder of Notes or portions thereof that are to be redeemed at its registered
address. With respect to any redemption of Notes, the notice shall identify the
Notes or portions thereof to be redeemed and shall state: (1) the redemption
date; (2) the redemption price for the Notes and the amount of unpaid and
accrued interest on such Notes as of the date of redemption; (3) the paragraph
of the Notes pursuant to which


<PAGE>
                                      -82-

the Notes called for redemption are being redeemed; (4) if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be
issued; (5) the name and address of the Paying Agent; (6) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price for, and any accrued and unpaid interest on, such Notes; (7) that, unless
the Company defaults in making such redemption payment, interest on Notes called
for redemption ceases to accrue on and after the redemption date; and (8) that
no representation is made as to the correctness or accuracy of the CUSIP number
listed in such notice and printed on the Notes.

         (b) At the Company's request, the Trustee shall (at the Company's
expense) give the notice of any redemption to Holders; PROVIDED, HOWEVER, that
the Company shall deliver to the Trustee, at least 45 days prior to the date of
redemption and at least 10 days prior to the date that notice of the redemption
is to be mailed to Holders, an Officers' Certificate that (i) requests the
Trustee to give notice of the redemption to Holders, (ii) sets forth the
information to be provided to Holders in the notice of redemption, as set forth
in the preceding paragraph, and (iii) sets forth the aggregate principal amount
of Notes to be redeemed and the amount of accrued and unpaid interest thereon as
of the redemption date. If the Trustee is not a Registrar, the Company shall,
concurrently with any such request, cause the Registrar to deliver to the
Trustee a certificate (upon which the Trustee may rely) setting forth the name
of, the address of, and the aggregate principal amount of Notes held by, each
Holder; PROVIDED FURTHER that any such Officers' Certificate may be delivered to
the Trustee on a date later than permitted under this Section 13.03(b) if such
later date is acceptable to the Trustee.

Section 13.04.  EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Notes called for redemption become
due and payable on the redemption date at the price set forth in the Note.

Section 13.05.  DEPOSIT OF REDEMPTION PRICE.

         (a) On or prior to any redemption date, the Company shall deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption
price of, and accrued interest on, all Notes or portions thereof to be redeemed
on that date. After any redemption date, the Trustee or the Paying Agent shall
promptly return to the Company any money that the Company deposited with the
Trustee or the Paying Agent in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

         (b) If the Company complies with the preceding paragraph, interest on
the Notes or portions thereof to be redeemed will cease to accrue on such Notes
or portions thereof on the applicable redemption date, whether or not such Notes
are presented for payment, and the Holders of such Notes shall have no further
rights with respect to such Notes except for the right to receive the redemption
price plus unpaid interest on the Notes through the redemption date, upon
surrender of such Notes. If a Note is redeemed on or after an interest record
date but on or


<PAGE>
                                      -83-

prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business of such record date. If any Note called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, premium, if any, and interest from the redemption date until such
principal, premium and interest is paid, at the rate of interest provided in the
Notes, the Registration Rights Agreement and Section 10.01.

Section 13.06.  NOTES REDEEMED IN PART.

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

Section 13.07.  [INTENTIONALLY OMITTED].

Section 13.08.  PROCEDURES RELATING TO MANDATORY OFFERS.

         (a) On the Change of Control Purchase Date or the Net Available Cash
Offer Purchase Date, as the case may be, for any Offer the Company will (i) in
the case of an Offer resulting from a Change of Control, accept for payment all
Notes or portions thereof tendered pursuant to such Offer and, in the case of an
Offer resulting from one or more Asset Dispositions, accept for payment the
maximum principal amount of Notes or portions thereof tendered pursuant to such
Offer that can be purchased out of the Note Portion of Unutilized Net Cash
Proceeds from such Asset Dispositions to the extent provided in Section 10.16,
(ii) deposit with the Paying Agent the aggregate purchase price of all Notes or
portions thereof accepted for payment and any accrued and unpaid interest on
such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered,
to the Trustee all Notes tendered pursuant to the Offer, together with an
Officers' Certificate setting forth the name of each Holder that tendered Notes
and the principal amount of the Notes or portions thereof tendered by each such
Holder.

         (b) With respect to any Net Available Cash Offer, (i) if less than all
of the Notes tendered pursuant to such Offer are to be accepted for payment by
the Company for any reason consistent with this Indenture, the Trustee shall, in
the manner provided in Section 10.16, select on or prior to the Net Available
Cash Offer Purchase Date, the Notes or portions thereof to be accepted for
payment pursuant to Section 10.16, and (ii) if the Company deposits with the
Paying Agent on or prior to the Net Available Cash Offer Purchase Date, an
amount sufficient to purchase all Notes accepted for payment, interest shall
cease to accrue on such Notes on the Net Available Cash Offer Purchase Date;
PROVIDED, HOWEVER, that if the Company fails to deposit an amount sufficient to
purchase all Notes accepted for payment, the deposited funds shall be used to
purchase on a PRO rata basis all Notes accepted for payment and interest shall
continue to accrue on all Notes not purchased.


<PAGE>
                                      -84-

         (c) Promptly after consummation of an Offer, (i) the Paying Agent shall
either mail or transmit immediately available funds via a wire transfer, as may
be requested by a Holder, to each Holder of Notes or portions thereof accepted
for payment an amount equal to the purchase price for, plus any accrued and
unpaid interest on, such Notes, (ii) with respect to any tendered Note not
accepted for payment in whole or in part, the Trustee shall return such Note to
the Holder thereof, and (iii) with respect to any Note accepted for payment in
part, the Trustee shall authenticate and mail to each such Holder a new Note
equal in principal amount to the unpurchased portion of the tendered Note.

         (d) The Company will (i) publicly announce the results of the Offer to
Holders not later than the first Business Day after each Change of Control
Purchase Date or Net Available Cash Offer Purchase Date, as the case may be, and
(ii) as set forth in Section 10.11 and Section 10.16, comply with the applicable
tender offer rules and all other securities laws and regulations in connection
with any Offer.

Section 13.09.  HOME OFFICE PAYMENT.

         So long as any Purchaser or its nominee shall be the Holder of any
Note, and notwithstanding anything contained in this Indenture or the Notes to
the contrary, the Issuer will pay all sums becoming due on the Notes for
principal, premium, if any, and interest to the Trustee or Paying Agent, as
applicable, who will distribute such sums to the Holders of the Notes by such
method and at the address set forth in Exhibit A to the Purchase Agreement or by
such other method or to such other address as may be provided to the Trustee or
Registrar in writing for such purpose from the Holders of the Notes, without the
presentation or surrender of any Note or the making of any notation thereon,
except that upon written request of the Trustee made concurrently with or
reasonably promptly after payment or prepayment in full of such Note, such
Purchaser shall surrender such Notes for cancellation reasonably promptly after
any such request to the Trustee at the Corporate Trust Office. Prior to any sale
or other disposition of any Note held by such Purchaser or its nominee such
Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Trustee in exchange for a new Note or Notes pursuant
to Section 3.06. The benefits of this Section 13.09 will be afforded to any
direct or indirect transferee of any Note purchased by such Purchaser under this
Agreement which has made the same agreement relating to such Note as such
Purchaser made in this Section 13.09.

                            [SIGNATURE PAGES FOLLOW]


<PAGE>





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

COMPANY:                   D and W HOLDINGS


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


TRUSTEE:                   [                                      ]


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



<PAGE>



                                                                      EXHIBIT A

                             D and W HOLDINGS, INC.

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

                      15% Senior Pay-In-Kind Notes due 2010

CUSIP No. __________

No. ___________                                                       $

         D and W HOLDINGS, INC., a corporation incorporated under the laws of
the State of Delaware (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________ or registered assigns, the
principal sum of _______________ Dollars on October 25, 2010, at the office or
agency of the Company referred to below. The Company hereby promises to pay
interest thereon on October 25 and April 25 (each an "Interest Payment Date") of
each year, commencing on April 25, 2001 accruing from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from the date of issuance, at the rate, subject to
increase as provided below, of 15% per annum, until the principal hereof is paid
or duly provided for; PROVIDED, that during any time while a Default or Event of
Default has occurred and remains the interest rate shall increase to the greater
of (i) the interest rate then in effect plus 1% and (ii) the Prime Rate then in
effect (the "Default Interest").

         If the Ratio (as defined in the Indenture) as of March 31, 2002 (as
derived from financial statements prepared on or prior to May 15, 2002) is not
equal to or less than 3.75x, the interest rate on the Notes shall increase as of
March 31, 2002 to 17% per annum; PROVIDED, that the interest rate on the Notes
will return to 15% per annum at such time and only for such time as the Ratio is
equal to or less than 3.75x; PROVIDED, HOWEVER, that if the Ratio is greater
than 3.75x at any time thereafter, the interest rate will return to 17% per
annum, as of the last date of the period for which the Ratio was calculated,
until such time as the Ratio is equal to or less than 3.75x . Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Cash interest will begin to accrue on the Notes on the issuance date;
PROVIDED that, with respect to any Interest Payment Date on or prior to October
25, 2005, the Company will pay interest on such Interest Payment Date through
the issuance of additional Notes (valued at 100% of the principal amount
thereof) in an aggregate amount equal to the interest otherwise payable on such
Interest Payment Date; PROVIDED, HOWEVER, if, at any time, an Event of Default
has occurred and payment on the Notes has been accelerated pursuant to Section
5.02 of the Indenture, then accrued and unpaid interest shall be payable in cash
only. The Company shall notify the Trustee (as defined in the Indenture) in
writing of its election to pay interest on this Note in cash not less than 10
nor more than 45 days prior to the Regular Record Date (as defined below) for
each Interest Payment Date on which cash interest will be paid. Additional Notes
shall have been registered pursuant to an effective Registration Statement,
shall contain no restrictive legend thereon, shall be governed by, and entitled
to the benefits of, the Indenture and shall be subject to the terms of the
Indenture and shall be subject to the same terms (including the rate of interest
from time to time payable


<PAGE>

thereon) as this Note (except, as the case may be, with respect to the issuance
date, the aggregate principal amount and the payment of interest (i) scheduled
and paid prior to or on the date of issuance of such additional Notes or (ii)
payable on the first Interest Payment Date following such date of issuance).

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Notes is registered at the close of business on April 1 and October
1 (each a "Regular Record Date") of each year, whether or not a Business Day, as
the case may be, 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 then applicable interest rate borne by the Notes, 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 Note (or one or more
Predecessor Notes) is registered at the close of business on a date for the
payment of such defaulted interest to be fixed by the Trustee (the "Special
Record Date"), notice of which shall be given to Holders of Notes 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 Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.

         Payment of the principal of, premium, if any, and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan in The City of New York, State of New York, or at
such other office or agency of the Company as may be maintained for such
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 of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Note Register.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof.

         Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture described on the
reverse side hereof, or be valid or obligatory for any purpose.

                  [Remainder of Page Intentionally Left Blank]


                                      A-2



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                      D AND W HOLDINGS, INC.


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


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


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the 15% Senior Pay-In-Kind Notes due 2010, referred to
in the within-mentioned Indenture.

Dated:                [                                       ], as Trustee


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






                                      A-3
<PAGE>




                              [REVERSE OF SECURITY]

         1. INDENTURE. This Note is one of a duly authorized issue of Notes of
the Company designated as its 15% Senior Pay-In-Kind Notes due 2010 (the
"Notes"). The Notes are limited (except as otherwise provided in the Indenture
referred to below) to an aggregate principal amount of $36,500,000 and such
additional amount of Notes as may be paid as interest pursuant to Section 3.01
of the Indenture (as defined) and the terms hereof, which may be issued under an
indenture (herein called the "Indenture") dated as of October [ ], 2001, by and
between the Company and the purchasers named therein, 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 Trustee and the
Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered.

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

         The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and the TIA for a statement of such terms.

         Except as provided in Section 13.09 of the Indenture, no reference
herein to the Indenture and no provisions of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the times, place, and rate, and in the coin or currency, herein
prescribed.

         2. REDEMPTION. (a) Optional Redemption. The Company may redeem the
Notes, in whole at any time and in part (in a minimum principal amount of
$1,000,000) from time to time, on or before October 25 of each year and at the
redemption prices (expressed as percentages of principal) listed below, together
with accrued and unpaid interest, if any, to the date of redemption:

         YEAR                                         REDEMPTION PRICE
         ----                                         ----------------
         1........................................              108.0%
         2........................................              107.0%
         3........................................              106.0%
         4........................................              105.0%
         5........................................              104.0%
         6........................................              103.0%
         7........................................              102.0%
         8........................................              101.0%
         Thereafter...............................              100.0%



                                      A-4
<PAGE>

         (b) AHYDO Redemption. On April 25, 2006 and each Interest Payment Date
thereafter, excluding the Interest Payment Date that falls on the Stated
Maturity Date, the Company shall redeem a principal amount of the Outstanding
Notes on such date on a PRO RATA basis at a redemption price of 100% of the
principal amount of the Notes so redeemed (the amount paid in order to redeem
such Notes, the "PIK Redemption Amount"), such that the sum of the PIK
Redemption Amount plus interest to be paid on such date with respect to all
Outstanding Notes equals the AHYDO Amount. The AHYDO Amount will equal the
excess of (i) the aggregate amount includible in gross income with respect to
the Notes (I.E., the amount of interest, including original issue discount
accrued with respect to the Notes) from the date of issuance of the Notes
through and including each accrual period of the Notes ending after the fifth
year of the issuance of the Notes (each, an "Accrual Period"), determined as set
forth in Section 163(i)(2)(A) of the Code, over (ii) the sum of (A) the product
of the issue price of the Notes and their annual yield to maturity (calculated
as twice the semi-annual yield to maturity ), determined as set forth in Section
163(i)(2)(B)(ii) of the Code, plus (B) the aggregate amount of interest payments
paid on the Notes before the close of each such Accrual Period (excluding the
PIK Redemption Amount and current interest payable in such Accrual Period),
determined as set forth in Section 163(i)(2)(B)(i) of the Code. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of Securities to be redeemed.

         If less than all the Notes are to be redeemed pursuant to the two
immediately preceding paragraphs and the third paragraph above, the Notes shall
be redeemed PRO RATA from each Holder.

         3. OFFERS TO PURCHASE. Sections 10.11 and 10.16 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Notes in accordance with the procedures set forth in the Indenture.

         4. DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the principal of all of the Outstanding Notes, plus all accrued and
unpaid interest, if any, to and including the date the Notes are paid, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         5. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and related
Defaults, in each case upon compliance by the Company with certain conditions
set forth therein.

         6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 75% in aggregate principal amount of the Outstanding Notes.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Notes, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and
this Note and their consequences. Any such consent or



                                      A-5
<PAGE>


waiver by or on behalf of the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

         7. DENOMINATIONS, TRANSFER AND EXCHANGE. The Notes are issuable only in
registered form without coupons in denominations of $1,000, other than Notes
paid as interest, in which case such Notes shall be issuable in denominations of
less than $1,000 to the extent necessary to pay all interest then due, and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable on the Note Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained for such purpose in the Borough of Manhattan
in The City of New York, State of New York, or at such other office or agency of
the Company as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

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

         8. PERSONS DEEMED OWNERS. Prior to and at the time of due presentment
of this Note 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 Note
is registered as the owner hereof for all purposes, whether or not this Note
shall be overdue, and neither the Company, the Trustee nor any agent shall be
affected by notice to the contrary.

         9. GOVERNING LAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

         The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: Atrium
Companies, Inc., 1341 West Mockingbird Lane, Suite 1200W, Dallas, Texas 75247,
Attention: Chief Financial Officer.




                                      A-6
<PAGE>




                                 ASSIGNMENT FORM

If you, the holder, want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to

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

(Insert assignee's social security or tax ID number)
                                                     --------------------------

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


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


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

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


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

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for such agent.

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the date two years (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) after the later of the original issuance date appearing on the face
of this Note (or any Predecessor Note) or the last date on which the Company or
any Affiliate of the Company or any Guarantor was the owner of this Note (or any
Predecessor Note), the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that:

[CHECK ONE]
 ---------

/ /                (a) this Note is being transferred in compliance with the
                   exemption from registration under the Securities Act provided
                   by Rule 144A thereunder.

OR

/ /               (b) this Note is being transferred other than in accordance
                   with (a) above and documents, including a transferor
                   certificate substantially in the form of EXHIBIT B to the
                   Indenture in the case of a transfer pursuant to Regulation S,
                   are being furnished which comply with the conditions of
                   transfer set forth in this Note and the Indenture.



                                      A-7
<PAGE>

If none of the foregoing boxes is checked and, in the case of (b) above, if the
appropriate document is not attached or otherwise furnished to the Trustee, the
Trustee or Registrar shall not be obligated to register this Note in the name of
any Person other than the Holder hereof unless and until the conditions to any
such transfer of registration set forth herein and in Section 3.17 of the
Indenture shall have been satisfied.


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


Date:                             Your signature:
     -----------------                               --------------------------
                                                     (Sign exactly as your name
                                                     appears on the other side
                                                     of this Note)

                                                      By:
                                                      NOTICE: To be executed by
                                                      an executive officer


Signature Guarantee:
                    -------------------

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

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


Dated:                                      By:
      ------------------                       --------------------------------
                                               NOTICE:  To be executed by an
                                               executive officer







                                      A-8
<PAGE>




                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Note purchased by the Company pursuant to
Section 10.11 or 10.16 of the Indenture, check the appropriate box:

                  Section 10.11  /_/              Section 10.16  /_/

                  If you wish to have a portion of this Note purchased by the
Company pursuant to Section 10.11 or 10.16 of the Indenture, state the amount:

$--------------

Date:    ______________      Your signature: __________________________________
                                             (Sign exactly as your name appears
                                              on the other side of this Note)

                                              By:
                                                  NOTICE:  To be executed by an
                                                  executive officer


Signature Guarantee:_____________



                                      A-9