<PAGE>   1
                                                                  EXHIBIT 4.2(a)

                                                                  EXECUTION COPY

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

                                EKCO GROUP, INC.,

                                     Issuer,

                                       and

                           THE GUARANTORS NAMED HEREIN

                                       and

                       FLEET NATIONAL BANK OF CONNECTICUT,

                                     Trustee

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


                                    INDENTURE

                           Dated as of March 25, 1996

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



                                  $125,000,000
                          9 1/4% Senior Notes due 2006

================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>               <C>                                                      <C>
                                    ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE...............................    1
                                                                           
SECTION 1.1       Definitions............................................    1
SECTION 1.2       Incorporation by Reference of TIA......................   27
SECTION 1.3       Rules of Construction..................................   27
                                                                           
                                   ARTICLE II                              
                                                                           
THE SECURITIES...........................................................   28
                                                                           
SECTION 2.1       Form and Dating........................................   28
SECTION 2.2       Execution and Authentication...........................   28
SECTION 2.3       Registrar and Paying Agent.............................   30
SECTION 2.4       Paying Agent to Hold Assets in Trust...................   30
SECTION 2.5       Securityholder Lists...................................   31
SECTION 2.6       Transfer and Exchange..................................   31
SECTION 2.7       Replacement Securities.................................   34
SECTION 2.8       Outstanding Securities.................................   40
SECTION 2.9       Treasury Securities....................................   40
SECTION 2.10      Temporary Securities...................................   41
SECTION 2.11      Cancellation...........................................   41
SECTION 2.12      Defaulted Interest.....................................   41
                                                                           
                                   ARTICLE III                             
                                                                           
REDEMPTION...............................................................   43
                                                                           
SECTION 3.1       Right of Redemption....................................   43
SECTION 3.2       Notices to Trustee.....................................   44
SECTION 3.3       Selection of Securities to Be Redeemed.................   44
SECTION 3.4       Notice of Redemption...................................   45
SECTION 3.5       Effect of Notice of Redemption.........................   46
SECTION 3.6       Deposit of Redemption Price............................   47
SECTION 3.7       Securities Redeemed in Part............................   47
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<TABLE>
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                                   ARTICLE IV

COVENANTS.................................................................  48
                                                                              
SECTION 4.1       Payment of Securities...................................  48
SECTION 4.2       Maintenance of Office or Agency.........................  48
SECTION 4.3       Limitation on Restricted Payments.  ....................  49
SECTION 4.4       Corporate Existence.....................................  51
SECTION 4.5       Payment of Taxes and Other Claims.......................  51
SECTION 4.6       Maintenance of Properties and Insurance.................  52
SECTION 4.7       Compliance Certificate; Notice of Default...............  52
SECTION 4.8       Reports and Other Information...........................  53
SECTION 4.9       Limitation on Status as Investment                          
                  Company.................................................  54
SECTION 4.10      Limitation on Transactions with Affiliates..............  54
SECTION 4.11      Limitation on Incurrence of Additional                      
                  Indebtedness and Disqualified Capital                       
                  Stock...................................................  55
SECTION 4.12      Limitations on Dividends and Other                          
                  Payment Restrictions Affecting Subsidiaries.............  58
SECTION 4.13      Limitation on Liens.....................................  59
SECTION 4.14      Limitation on Asset Sales...............................  59
SECTION 4.15      Waiver of Stay, Extension or Usury                          
                  Laws....................................................  62
SECTION 4.16      Limitation on Sale and Leaseback                            
                  Transactions............................................  63
SECTION 4.17      Limitation on Lines of Business.........................  63
SECTION 4.18      Future Guarantors.......................................  63
                                                                              
                                    ARTICLE V                                 
                                                                              
SUCCESSOR CORPORATION.....................................................  64
SECTION 5.1       Limitation on Merger, Sale or Consolidation.............  64
SECTION 5.2       Successor Corporation Substituted.......................  64
</TABLE>                                                                    

                                       ii
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                                   ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES.............................................  65
                                                                               
SECTION 6.1       Events of Default........................................  65
SECTION 6.2       Acceleration of Maturity Date; Rescission and Annulment..  68
SECTION 6.3       Collection of Indebtedness and Suits                         
                  for Enforcement by Trustee...............................  70
SECTION 6.4       Trustee May File Proofs of Claim.........................  70
SECTION 6.5       Trustee May Enforce Claims Without                           
                  Possession of Securities.................................  71
SECTION 6.6       Priorities...............................................  72
SECTION 6.7       Limitation on Suits......................................  72
SECTION 6.8       Unconditional Right of Holders to Receive Principal,         
                  Premium, Interest and Liquidated Damages.................  73
SECTION 6.9       Rights and Remedies Cumulative...........................  74
SECTION 6.10      Delay or Omission Not Waiver.............................  74
SECTION 6.11      Control by Holders.......................................  74
SECTION 6.12      Waiver of Past Default...................................  75
SECTION 6.13      Undertaking for Costs....................................  75
SECTION 6.14      Restoration of Rights and Remedies.......................  76
                                                                               
                                   ARTICLE VII                                 
                                                                               
TRUSTEE....................................................................  76
                                                                               
SECTION 7.1       Duties of Trustee........................................  76
SECTION 7.2       Rights of Trustee........................................  78
SECTION 7.3       Individual Rights of Trustee.............................  79
SECTION 7.4       Trustee's Disclaimer.....................................  79
SECTION 7.5       Notice of Default........................................  79
SECTION 7.6       Reports by Trustee to Holders............................  80
SECTION 7.7       Compensation and Indemnity...............................  80
SECTION 7.8       Replacement of Trustee...................................  81
SECTION 7.9       Successor Trustee by Merger, Etc.........................  83
SECTION 7.10      Eligibility; Disqualification............................  83
SECTION 7.11      Preferential Collection of Claims                            
                  Against Company..........................................  83
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                                       iii
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<TABLE>
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                                  ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND
DISCHARGE ...............................................................   83
                                                                              
SECTION 8.1       Option to Effect Legal Defeasance or                        
                  Covenant Defeasance....................................   83
SECTION 8.2       Legal Defeasance and Discharge.........................   83
SECTION 8.3       Covenant Defeasance....................................   84
SECTION 8.4       Conditions to Legal or Covenant Defeasance.............   85
SECTION 8.5       Deposited Cash and U.S. Government                          
                  Obligations to be Held in Trust; Other                      
                  Miscellaneous Provisions...............................   87
SECTION 8.6       Repayment to the Company...............................   87
SECTION 8.7       Reinstatement..........................................   88
SECTION 8.8       Satisfaction and Discharge.............................   88
                                                                              
                                   ARTICLE IX                                 
                                                                              
AMENDMENTS, SUPPLEMENTS AND WAIVERS......................................   89
                                                                              
SECTION 9.1       Supplemental Indentures Without Consent of Holders.....   89
SECTION 9.2       Amendments, Supplemental Indentures                         
                  and Waivers with Consent of Holders....................   90
SECTION 9.3       Compliance with TIA....................................   92
SECTION 9.4       Revocation and Effect of Consents......................   92
SECTION 9.5       Notation on or Exchange of Securities..................   93
SECTION 9.6       Trustee to Sign Amendments, Etc........................   93
                                                                              
                                    ARTICLE X                                 
                                                                              
RIGHT TO REQUIRE REPURCHASE..............................................   94
                                                                              
SECTION 10.1      Repurchase of Securities at Option of                       
                  the Holder Upon a Change of Control....................   94
                                                                              
                                   ARTICLE XI                                 
                                                                              
GUARANTEE................................................................   97
                                                                              
SECTION 11.1      Guarantee..............................................   97
SECTION 11.2      Execution and Delivery of Guarantee....................  100
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                                       iv
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SECTION 11.3      Future Guarantors.....................................    100
SECTION 11.4      Release of a Guarantor................................    101
SECTION 11.5      Certain Bankruptcy Events.............................    101
SECTION 11.6      Ranking of Guarantee..................................    102
                                                                               
                                             ARTICLE XII                       
                                                                               
MISCELLANEOUS...........................................................    102
                                                                               
SECTION 12.1      TIA Controls..........................................    102
SECTION 12.2      Notices...............................................    102
SECTION 12.3      Communications by Holders with Other                         
                  Holders...............................................    103
SECTION 12.4      Certificate and Opinion as to Conditions Precedent....    103
SECTION 12.5      Statements Required in Certificate or                        
                  Opinion...............................................    104
SECTION 12.6      Rules by Trustee, Paying Agent, Registrar.............    104
SECTION 12.7      Non-Business Days.....................................    104
SECTION 12.8      Governing Law.........................................    105
SECTION 12.9      No Adverse Interpretation of Other                           
                  Agreements............................................    105
SECTION 12.10     No Recourse Against Others............................    105
SECTION 12.11     Successors............................................    106
SECTION 12.12     Duplicate Originals...................................    106
SECTION 12.13     Severability..........................................    106
SECTION 12.14     Table of Contents, Headings, Etc......................    106
SECTION 12.15     Qualification of Indenture............................    106
SECTION 12.16     Registration Rights...................................    107
                                                                               
SIGNATURES..............................................................    108
                                                                               
EXHIBIT A - FORM OF SECURITY............................................    A-1
</TABLE>

                                        v
<PAGE>   7
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                Indenture
Section                                                               Section
-------                                                              ---------
<S>                                                                  <C> 
310(a)(1).........................................................      7.10
   (a)(2).........................................................      7.10
   (a)(3).........................................................      N.A.
   (a)(4).........................................................      N.A.
   (a)(5).........................................................      7.10
   (b)............................................................      7.8;
                                                                        7.10
   (c) ...........................................................      N.A.

311(a)............................................................      7.11
   (b)............................................................      7.11
   (c) ...........................................................      N.A.

312(a)............................................................       2.5
   (b)............................................................      12.3
   (c) ...........................................................      12.3

313(a)............................................................       7.6
   (b)(1).........................................................      N.A.
   (b)(2).........................................................       7.6
   (c) ...........................................................      7.6;
                                                                        12.2
   (d)............................................................       7.6

314(a)............................................................   4.7(a);
                                                                        4.8;
                                                                        11.2
   (b)............................................................      N.A.
   (c)(1).........................................................      2.2;
                                                                        7.2;
                                                                        12.4
   (c)(2).........................................................      7.2;
                                                                        12.4
   (c)(3).........................................................      N.A.
   (d)............................................................      N.A.
   (e) ...........................................................      12.5
   (f) ...........................................................      N.A.
</TABLE>

                                       vi
<PAGE>   8
<TABLE>
<CAPTION>
  TIA                                                                Indenture
Section                                                               Section
-------                                                              ---------
<S>                                                                  <C> 
315(a)............................................................     7.1(b)
   (b)............................................................       7.5;
                                                                         7.6;
                                                                         12.2
   (c)                                                                 7.1(a)
   (d)............................................................       2.8;
                                                                        6.11;
                                                                      7.1(b),
                                                                          (c)
   (e)                                                                   6.13
316(a)(last sentence).............................................        2.9
   (a)(1)(A)......................................................       6.11
   (a)(1)(B)......................................................       6.12
   (a)(2).........................................................       N.A.
   (b)............................................................      6.12;
                                                                          6.7
   (c)                                                                   6.11
317(a)(1).........................................................        6.3
   (a)(2).........................................................        6.4
   (b)............................................................        2.4

318(a)............................................................       12.1
</TABLE>

--------------
N.A. means Not Applicable
Note: This Cross-Reference Table shall not, for any purpose,
be deemed to be a part of the Indenture.


                                       vii
<PAGE>   9
         INDENTURE, dated as of March 25, 1996, among Ekco Group, Inc., a
Delaware corporation (the "Company"), the Guarantors referred to below and Fleet
National Bank of Connecticut, as Trustee.

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Company's 9 1/4%
Senior Notes due 2006 to be issued on the Issue Date (the "Initial Securities")
and the 9 1/4% Senior Notes due 2006 (the "Exchange Securities") to be exchanged
for the Initial Securities in connection with the Exchange Offer (as defined
herein):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1 Definitions.

         "Acceleration Notice" shall have the meaning specified in Section 6.2.

         "Acquired Indebtedness" means Indebtedness or Disqualified Capital
Stock of any Person existing at the time such Person becomes a Subsidiary of the
Company or is merged or consolidated into or with the Company or one of its
Subsidiaries.

         "Acquisition" means the purchase or other acquisition of any Person or
substantially all the assets of any Person by any other Person, whether by
purchase, merger, consolidation or other transfer, and whether or not for
consideration.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract
or otherwise, provided that a beneficial owner of 10% or more of the total
voting power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control.
<PAGE>   10
         "Affiliate Transaction" shall have the meaning specified in Section
4.10.

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

         "Asset Sale" means, with respect to any Person, the sale, lease,
disposition or other transfer by such Person of any of its property or assets
(including a Sale and Leaseback Transaction or the sale or other transfer of any
Capital Stock of any Subsidiary) other than (i) the sale, lease, disposition or
other transfer of obsolete, damaged, materially worn or unusable equipment in
the ordinary course of business consistent with past practice, (ii) the sale,
lease, disposition or other transfer of inventory acquired and held for resale
in the ordinary course of business consistent with past practice, (iii) the
issuance by the Company of its Capital Stock, (iv) Investments in compliance
with Section 4.3 hereof, (v) the sale, lease, disposition or other transfer of
all or substantially all of the assets of the Company governed by the provisions
of Article V hereof, (vi) Sale and Leaseback Transactions in compliance with
clause (a) of Section 4.16 hereof, (vii) the sale, lease, disposition or other
transfer of any property or assets by a Subsidiary to the Company or by the
Company or a Subsidiary to a Wholly Owned Guarantor, (viii) the sale, lease,
disposition or other transfer of the property classified as "Property held for
sale or lease" in the Company's audited Consolidated Financial Statements for
the fiscal year ended December 31, 1995, and without giving effect to any events
that may occur subsequent to the date of such Consolidated Financial Statements
and (ix) the sale of the Capital Stock of an Unrestricted Subsidiary.

         "Asset Sale Offer" shall have the meaning specified in Section 4.14.

         "Asset Sale Offer Period" shall have the meaning specified in Section
4.14.

         "Asset Sale Offer Price" shall have the meaning specified in Section
4.14.

         "Asset Sale Payment Date" shall have the meaning specified in Section
4.14.

                                       2
<PAGE>   11
         "Attributable Indebtedness" means, with respect to any particular lease
under which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the present value of the total net amount of
rent required to be paid by such Person under the lease during the primary term
thereof, without giving effect to any renewals at the option of the lessee,
discounted from the respective due dates thereof to such date at the rate of
interest per annum implicit in the terms of the lease. As used in the preceding
sentence, the net amount of rent under any lease for any such period shall mean
the sum of rental and other payments required to be paid with respect to such
period by the lessee thereunder excluding any amounts required to be paid by
such lessee on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges. In the case of any lease which is
terminable by the lessee upon payment of a penalty, such net amount of rent
shall also include the amount of such penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated.

         "Average Life" means, as of the date of determination, with respect to
any security or instrument, the quotient obtained by dividing (i) the sum of the
product of (a) the number of years from the date of determination to the date or
dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (ii) the sum of all such principal (or redemption)
payments.

         "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal,
state or foreign law for the relief of debtors.

         "Beneficial Owner," for purposes of the definition of Change of
Control, has the meaning attributed to it in Rules 13d-3 and 13d-5 under the
Exchange Act (as in effect on the Issue Date), whether or not applicable, except
that a "person" (as such term is used for purposes of such Rules) shall be
deemed to have "beneficial ownership" of all shares that such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time.

                                       3
<PAGE>   12
         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such Person. With respect to any Person that is not
organized as a corporation, "Board of Directors" shall refer to the entity or
entities having similar powers.

         "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

         "Borrowing Base" means, as of any date, an amount equal to (a) the
"Borrowing Base" as defined in the Credit Agreement or, if not so defined in the
Credit Agreement, (b) any amount equal to the sum of (i) 85% of all eligible
accounts receivable owned by the Company or any of its Subsidiaries as of such
date that are not more than 90 days past due, plus (ii) 60% of the book value of
all inventory owned by the Company or any of its Subsidiaries as of such date,
all as calculated on a consolidated basis and in accordance with GAAP.

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

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

         "Capital Stock" means, (i) with respect to any Person formed as a
corporation, any and all shares, interests, rights to purchase (other than
convertible or exchangeable Indebtedness), warrants, options, participations or
other equivalents of or interests (however designated) in stock issued by that
corporation and (ii) with respect to any Person formed other than as a
corporation, any and all partnership or other equity interests of such Person.

                                       4
<PAGE>   13
         "Cash" means such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.

         "Cash Equivalent" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) maturing within one year after
the date of acquisition, (ii) time deposits, certificates of deposit, bankers'
acceptances and commercial paper issued by the parent corporation of any
domestic commercial bank of recognized standing having capital and surplus in
excess of $500 million, in each case maturing within one year after the date of
acquisition, (iii) commercial paper issued by any other issuer which is rated
(A) in the case of commercial paper which matures one year or more after the
date of acquisition, at least A-1 or the equivalent thereof by Standard & Poor's
Corporation ("S&P") or at least P-1 or the equivalent thereof by Moody's
Investors Service, Inc. ("Moody's"), or (B) in the case of commercial paper
which matures within one year after the date of acquisition, at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's,
(iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (i) and (ii) above
entered into with any commercial bank meeting the qualifications specified in
clause (ii) above and (v) shares of any money market fund, or similar fund, in
each case having assets in excess of $500 million, which invests predominantly
in investments of the type described in clauses (i), (ii), (iii) or (iv) above.

         "Change of Control" means (i) any sale, merger or consolidation with or
into any Person or any transfer or other conveyance, whether direct or indirect,
of all or substantially all of the assets of the Company, on a consolidated
basis, in one transaction or in a series of related transactions, if,
immediately after giving effect to such transaction, any "person" or "group" (as
such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act, whether or not applicable) is or becomes the "beneficial owner," directly
or indirectly, of more than 50% of the total voting power in the aggregate
normally entitled to vote in the election of directors, managers or trustees, as
applicable, of the transferee or surviving entity, (ii) any "person" or "group"
(as such terms are used for purposes of 

                                       5
<PAGE>   14
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) is or
becomes the "beneficial owner," directly or indirectly, of more than 50% of the
total voting power in the aggregate of all classes of Capital Stock of the
Company then outstanding normally entitled to vote in elections of directors or
(iii) during any period of 12 consecutive months after the Issue Date,
individuals who at the beginning of any such 12-month period constituted the
Board of Directors of the Company (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election, recommendation, 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.

         "Change of Control Offer" shall have the meaning specified in Section
10.1.

         "Change of Control Offer Period" shall have the meaning specified in
Section 10.1.

         "Change of Control Purchase Date" shall have the meaning specified in
Section 10.1.

         "Change of Control Purchase Price" shall have the meaning specified in
Section 10.1.

         "Change of Control Put Date" shall have the meaning specified in
Section 10.1.

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

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the Indenture, and thereafter means such
successor.

         "Consolidated EBITDA" means, with respect to any Person, for any
period, the Consolidated Net Income of such Person for such period adjusted to
add thereto (to the extent deducted from net revenues in determining
Consolidated Net Income), without duplication, the sum of (i) consolidated
income tax expense for such period, (ii) consolidated depreciation and
amortization expense for such period, (iii) 

                                       6
<PAGE>   15
non-cash charges of such Person and its Consolidated Subsidiaries during such
period less the amount of all cash payments made during such period to the
extent such payments relate to non-cash charges that were added back in
determining Consolidated EBITDA for such period, (iv) Consolidated Interest
Expense for such period and (v) to the extent not excluded from the Consolidated
Net Income of such Person for such period, losses (determined on a consolidated
basis in accordance with GAAP) (1) which are either extraordinary (as determined
in accordance with GAAP) or are unusual or nonrecurring or (2) from Asset Sales
or other dispositions of assets not in the ordinary course of business, up to an
aggregate of $6.0 million for such period.

         "Consolidated Interest Coverage Ratio" of any Person on any date of
determination (the "Transaction Date") means the ratio, on a pro forma basis, of
(a) the aggregate amount of Consolidated EBITDA of such Person attributable to
continuing operations and businesses (exclusive of amounts, whether positive or
negative, attributable to operations and businesses permanently discontinued or
disposed of) for the Reference Period to (b) the aggregate Consolidated Interest
Expense of such Person (exclusive of amounts attributable to operations and
businesses permanently discontinued or disposed of, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense would no
longer be obligations contributing to such Person's Consolidated Interest
Expense subsequent to the Transaction Date) during the Reference Period;
provided, that for purposes of such calculation, (i) Acquisitions which occurred
during the Reference Period or subsequent to the Reference Period and on or
prior to the Transaction Date (including any Consolidated EBITDA associated with
such Acquisition) shall be assumed to have occurred on the first day of the
Reference Period, (ii) transactions giving rise to the need to calculate the
Consolidated Interest Coverage Ratio shall be assumed to have occurred on the
first day of the Reference Period, (iii) the incurrence or repayment of any
Indebtedness or issuance of any Disqualified Capital Stock during the Reference
Period or subsequent to the Reference Period and on or prior to the Transaction
Date (and the application of the proceeds therefrom to the extent used to
refinance or retire other Indebtedness), other than under a revolving credit or
similar facility to the extent that the proceeds were used to finance working
capital requirements in the ordinary course of business, shall be assumed to
have occurred on the first day of such Reference Period and (iv)

                                       7
<PAGE>   16
the Consolidated Interest Expense of such Person attributable to interest on any
Indebtedness or dividends on any Disqualified Capital Stock bearing a floating
interest (or dividend) rate shall be computed on a pro forma basis as if the
rate in effect on the Transaction Date had been the applicable rate for the
entire period, unless such Person or any of its Subsidiaries is a party to a
Hedging and Interest Swap Obligation (which shall remain in effect for the
12-month period immediately following the Transaction Date) that has the effect
of fixing the interest rate on the date of computation, in which case such rate
(whether higher or lower) shall be used.

         "Consolidated Interest Expense" of any Person means, for any period,
the aggregate amount (without duplication and determined in each case in
accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued, or
scheduled to be paid or accrued (including, in accordance with the following
sentence, interest attributable to Capitalized Lease Obligations) of such Person
and its Consolidated Subsidiaries during such period, including (i) original
issue discount and noncash interest payments or accruals on any Indebtedness,
(ii) the interest portion of all deferred payment obligations and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financing and currency and Hedging and
Interest Swap Obligations, in each case to the extent attributable to such
period and (b) the amount of dividends accrued or payable (other than in
additional shares of such Preferred Stock) by such Person or any of its
Consolidated Subsidiaries in respect of Preferred Stock (other than by
Subsidiaries of such Person to such Person or such Person's Consolidated
Subsidiaries). For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP, (y) interest expense
attributable to any Indebtedness represented by the guaranty by such Person or a
Subsidiary of such Person of an obligation of another Person shall be deemed to
be the interest expense attributable to the Indebtedness guaranteed, and (z)
dividends in respect of Preferred Stock shall be deemed to be an amount equal to
the actual dividends paid divided by one minus the applicable actual combined
Federal, state, local and foreign income tax rate of the Company and its
Consolidated Subsidiaries (expressed as a decimal).

                                       8
<PAGE>   17
         "Consolidated Net Income" means, with respect to any Person for any
period, the net income (or loss) of such Person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, (i) adjusted to exclude (only to the extent included in computing
such net income (or loss) and without duplication): (a) net gains (but not net
losses) from Asset Sales and other dispositions of assets not in the ordinary
course of business; (b) net gains (but not net losses) which are either
extraordinary (as determined in accordance with GAAP) or are either unusual or
nonrecurring, (c) the net income, if positive, of any other Person accounted for
by the equity method of accounting, except to the extent of the amount of any
dividends or distributions actually paid in cash to such Person or a
Consolidated Subsidiary of such Person during such period, but in any case not
in excess of such Person's pro rata share of such Person's net income for such
period, (d) the net income, if positive, of any Person acquired in a
pooling-of-interests transaction for any period prior to the date of such
acquisition, (e) the net income, if positive, of any of such Person's
Consolidated Subsidiaries in the event and solely to the extent that the
declaration or payment of dividends or similar distributions is not at the time
permitted by operation of the terms of its charter or bylaws or any other
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Consolidated Subsidiary, (f) all gains (but not
losses) from currency exchange transactions not in the ordinary course of
business consistent with past practice, (g) any non-cash expense determined in
accordance with GAAP in connection with a transaction between the Company and
the ESOP and (h) Refinancing Expenses; and (ii) adjusted to include the amount
of any dividends or distributions actually paid in cash to such Person or a
Consolidated Subsidiary of such Person by an Unrestricted Subsidiary in an
amount not to exceed such Person's pro rata share of such Unrestricted
Subsidiary's net income.

         "Consolidated Net Worth" of any Person at any date means the aggregate
consolidated stockholders' equity of such Person (plus amounts of equity
attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be
shown on the consolidated balance sheet of such Person prepared in accordance
with GAAP, adjusted to exclude (to the extent included in calculating such
equity), (a) the amount of any such stockholders' equity attributable to
Disqualified Capital Stock or treasury stock of such Person and its 

                                       9
<PAGE>   18
Consolidated Subsidiaries, (b) all upward revaluations and other write-ups in
the book value of any asset of such Person or a Consolidated Subsidiary of such
Person subsequent to the Issue Date and (c) all investments in Subsidiaries that
are not Consolidated Subsidiaries and in Persons that are not Subsidiaries.

         "Consolidated Subsidiary" means, for any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which are consolidated for financial statement reporting
purposes with the financial statements of such Person in accordance with GAAP.

         "Covenant Defeasance" shall have the meaning specified in Section 8.3.

         "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended on the Issue Date, by and among the Company, the Guarantors,
certain financial institutions, and Fleet Bank of Massachusetts, N.A., as agent,
providing for an aggregate $75.0 million revolving credit facility, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as such credit agreement and/or related
documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee,
representative lenders or holders, and, subject to the proviso to the next
succeeding sentence, irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Agreement" shall include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to any Credit Agreement and
all refundings, refinancings and replacements of any such Credit Agreement,
including any agreement (i) extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby, (ii) adding or deleting borrowers or
guarantors thereunder, so long as borrowers and issuers include one or more of
the Company and its Subsidiaries and their respective successors and assigns,
(iii) increasing the amount of Indebtedness incurred thereunder or available to
be borrowed thereunder, provided that on the date such Indebtedness is incurred
it would not be prohibited by paragraph (c) of Section 4.11 hereof or (iv)
otherwise altering the terms and conditions thereof in a manner not prohibited
by the terms hereof.

                                       10
<PAGE>   19
         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

         "Defaulted Interest" shall have the meaning specified in Section 2.12.

         "Definitive Securities" means Securities that are in the form of
Security attached hereto as Exhibit A that do not include the information called
for by footnotes 1 and 5 thereof.

         "Depository" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.3 as the
Depository with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.

         "Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any Person, Capital Stock of such Person that, by its terms or by the
terms of any security into which it is then convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such Person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of the Securities and (b) with respect to any
Subsidiary of such Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute.

         "ESOP" means the Ekco Group, Inc. Employee Stock Ownership Plan or any
successor employee stock ownership plan having terms similar to the foregoing,
as amended from time to time by a resolution of the Board of Directors of the
Company or a duly authorized committee thereof.

                                       11
<PAGE>   20
         "Event of Default" shall have the meaning specified in Section 6.1.

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

         "Exchange Offer" shall mean the offer by the Company and the Guarantors
to exchange Exchange Securities for the Initial Securities pursuant to the
Registration Rights Agreement.

         "Exchange Securities" means the 9 1/4% Senior Notes due 2006 to be
issued pursuant to this Indenture in connection with the Exchange Offer.

         "Excess Proceeds" shall have the meaning specified in Section 4.14(b).

         "Exempted Affiliate Transaction" means (a) transactions solely between
the Company and any of its wholly owned Subsidiaries or solely among wholly
owned Subsidiaries of the Company, (b) transactions permitted under Section 4.3
hereof, (c) customary employee compensation arrangements approved by a majority
of independent (as to such transactions) members of the Board of Directors of
the Company and (d) reasonable fees and compensation paid to, and indemnities
to, and directors and officers and ERISA-based fiduciary liability insurance
provided on behalf of, officers, directors, agents or employees of the Company
or any of its Subsidiaries or the ESOP or any trustee thereof, in each case in
the ordinary course of business and as determined in good faith by the Board of
Directors of the Company.

         "Foreign Subsidiary" means any Subsidiary of the Company that (a) is
not organized under the laws of the United States, any state thereof or the
District of Columbia, (b) conducts its principal operations outside the United
States and (c) has not, directly or indirectly, secured the payment of,
guaranteed, assumed or in any manner become liable with respect to any
Indebtedness of the Company or any Guarantor or any other Person organized under
the laws of the United States.

         "Foreign Subsidiary Borrowing Base" means, with respect to any Foreign
Subsidiary, as of any date, an amount equal to the sum of (i) 80% of all
eligible accounts receiv-

                                       12
<PAGE>   21
able owned by such Foreign Subsidiary or any of its Subsidiaries as of such date
that are not more than 90 days past due, plus (ii) 50% of the book value of all
inventory owned by such Foreign Subsidiary or any of its Subsidiaries as of such
date, all as calculated on a consolidated basis and in accordance with GAAP.

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

         "Global Security" means a Security that contains the paragraph referred
to in footnote 1 and the additional schedule referred to in footnote 5 to the
form of Security attached hereto as Exhibit A.

         "Guarantors" means (i) the Initial Guarantors identified in the
following sentence and (ii) any future Guarantors that become Guarantors
pursuant to the terms of this Indenture, but excluding any Person whose
Guarantee have been released pursuant to the terms of this Indenture and
excluding any Unrestricted Subsidiary. The Initial Guarantors consist of: B. Via
International Housewares, Inc., a Delaware corporation, Cleaning Specialty
Company, a Tennessee corporation, Ekco Distribution of Illinois, Inc., a
Delaware corporation, Ekco Housewares, Inc., a Delaware corporation, Ekco
Manufacturing of Ohio, Inc., a Delaware corporation, Frem Corporation, a
Massachusetts corporation, Kellogg Brush Manufacturing Co., a Massachusetts
corporation, Woodstream Corporation, a Pennsylvania corporation, and
Wright-Bernet, Inc., an Ohio corporation.

         "Guarantee" shall have the meaning provided in Section 11.1.

         "Hedging and Interest Swap Obligations" means, with respect to any
Person, the obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

                                       13
<PAGE>   22
         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" of any Person means, without duplication: (a) all
liabilities and obligations, contingent or otherwise, of any such Person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except (other than accounts payable or other obligations to trade creditors
which have remained unpaid for greater than 90 days past their original due
date, unless contested in good faith) those incurred in the ordinary course of
its business that would constitute ordinarily a trade payable to trade
creditors, (iv) evidenced by bankers' acceptances or similar instruments issued
or accepted by banks, (v) for the payment of money relating to a Capitalized
Lease Obligation, or (vi) evidenced by a letter of credit or a reimbursement
obligation of such Person with respect to any letter of credit; (b) all net
obligations of such Person under Hedging and Interest Swap Obligations; (c) all
liabilities and obligations of others of the kind described in the preceding
clauses (a) or (b) that such Person has guaranteed or that is otherwise its
legal liability or which are secured by any assets or property of such Person;
and (d) all immediately enforceable obligations to purchase, redeem or acquire
any Capital Stock of such Person (other than, in the case of the Company or any
of its Subsidiaries, obligations under the Restricted Stock Plans or the Stock
Option Plans).

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "Independent Committee" shall have the meaning set forth in Section
4.10.

         "Initial Purchasers" means Bear, Stearns & Co. Inc. and Smith Barney
Inc.

         "Initial Securities" means the 9 1/4% Senior Notes due 2006, as
supplemented from time to time in accordance with the terms hereof, issued on
the Issue Date.

                                       14
<PAGE>   23
         "Interest Payment Date" means the stated due date of an installment of
interest and Liquidated Damages, if any, on the Securities.

         "Investment" by any person in any other person means (without
duplication): (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of Capital Stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other Person or any agreement to make any such acquisition; (b) the making
by such Person of any deposit with, or advance, loan or other extension of
credit to, such other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other Person) or any commitment to make any such
advance, loan or extension (but excluding accounts receivable or deposits
arising in the ordinary course of business); (c) other than guarantees of
Indebtedness of the Company or any Guarantor to the extent permitted by Section
4.11 hereof, the entering into by such Person of any guarantee of, or other
credit support or contingent obligation with respect to, Indebtedness or other
liability of such other Person; (d) the making of any capital contribution by
such Person to such other Person; and (e) the designation by the Board of
Directors of the Company of any Person to be an Unrestricted Subsidiary. The
Company shall be deemed to make an Investment in an amount equal to the fair
market value of the net assets of any subsidiary (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such subsidiary,
in an amount equal to the Investments being made), at the time that such
subsidiary is designated an Unrestricted Subsidiary, and any assets or property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary shall
be deemed an Investment valued at its fair market value at the time of such
transfer.

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

         "Legal Defeasance" shall have the meaning specified in Section 8.2.

         "Lien" means any mortgage, lien, pledge, charge, security interest, or
other encumbrance of any kind, whether 

                                       15
<PAGE>   24
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement and any lease deemed to
constitute a security interest and any option or other agreement to give any
security interest).

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

         "Maturity Date" means, when used with respect to any Security, the date
specified on such Security as the fixed date on which the final installment of
principal of such Security is due and payable (in the absence of any
acceleration thereof pursuant to the provisions of this Indenture regarding
acceleration of Indebtedness or any redemption thereof pursuant to Article III
of this Indenture, or any Change of Control Offer or Asset Sale Offer).

         "Net Cash Proceeds" means the aggregate amount of Cash and Cash
Equivalents received by the Company in the case of a sale of Qualified Capital
Stock and by the Company and its Subsidiaries in respect of an Asset Sale plus,
in the case of an issuance of Qualified Capital Stock upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of the Company that were issued for cash on or
after the Issue Date, the amount of cash originally received by the Company upon
the issuance of such securities (including options, warrants, rights and
convertible or exchangeable debt) less, in each case, the sum of all payments,
fees, commissions and (in the case of Asset Sales, reasonable and customary)
expenses (including, without limitation, the fees and expenses of legal counsel
and investment banking fees and expenses) incurred in connection with such Asset
Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only,
less the amount (estimated reasonably and in good faith by the Company) of
income, franchise, sales and other applicable taxes required to be paid by the
Company or any of its respective Subsidiaries in connection with such Asset
Sale.

         "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness (i) as to which neither the Company nor any of its Subsidiaries (a)
provide credit support (including any undertaking, agreement or instrument which
would constitute Indebtedness), (b) is directly or 

                                       16
<PAGE>   25
indirectly liable or (c) constitutes the lender and (ii) with respect to which
no default would permit (upon notice, lapse of time or both) any holder of any
other Indebtedness of the Company or any Subsidiary to declare a default on such
other Indebtedness or cause the payment therefor to be accelerated or payable
prior to its stated maturity.

         "Notice of Default" shall have the meaning specified in Section 6.1(4).

         "Obligation" means any principal, premium, interest, penalties, fees,
reimbursements, damages, indemnification and other liabilities relating to
obligations of the Company or any Guarantor under the Securities, the Guarantees
or this Indenture, including any Liquidated Damages pursuant to the Registration
Rights Agreement.

         "Officer" means, with respect to the Company or a Guarantor, the Chief
Executive Officer, the President, any Executive or Senior Vice President, the
Chief Financial Officer, the Treasurer, the Controller, or the Secretary of the
Company or such Guarantor.

         "Officers' Certificate" means, with respect to the Company or a
Guarantor, a certificate signed by two Officers or by an Officer and an
Assistant Secretary of the Company or such Guarantor (as applicable) and
otherwise complying with the requirements of Sections 12.4 and 12.5.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
12.4 and 12.5.

         "outstanding," as used with reference to the Securities shall have the
meaning specified in Section 2.8.

         "Paying Agent" shall have the meaning specified in Section 2.3.

         "Permitted Lien" means any of the following:

         (a) Liens existing on the Issue Date;

         (b) Liens imposed by governmental authorities for taxes, assessments or
     other charges not yet subject to penalty or which are being contested in
     good faith and by appropriate proceedings, if adequate reserves with

                                       17
<PAGE>   26
     respect thereto are maintained on the books of the Company in accordance
     with GAAP;

         (c) statutory Liens of carriers, warehousemen, mechanics, materialmen,
     landlords, repairmen or other like Liens arising by operation of law in the
     ordinary course of business provided that (i) the underlying obligations
     are not overdue for a period of more than 30 days or (ii) such Liens are
     being contested in good faith and by appropriate proceedings and adequate
     reserves with respect thereto are maintained on the books of the Company in
     accordance with GAAP;

         (d) Liens securing the performance of bids, trade contracts (other than
     for borrowed money), leases, statutory obligations, surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business;

         (e) easements, rights-of-way, zoning, similar restrictions and other
     similar encumbrances or title defects which, singly or in the aggregate, do
     not in any case materially detract from the value of the property, subject
     thereto (as such property is used by the Company or any of its
     Subsidiaries) or interfere with the ordinary conduct of the business of the
     Company or any of its Subsidiaries;

         (f) Liens arising by operation of law in connection with judgments,
     only to the extent, for an amount and for a period not resulting in an
     Event of Default with respect thereto;

         (g) pledges or deposits made in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     types of social security legislation;

         (h) Liens on the property or assets of a Person existing at the time
     such Person becomes a Subsidiary or is merged with or into the Company or a
     Subsidiary, provided in each case that such Liens were in existence prior
     to the date of such acquisition, merger or consolidation, were not incurred
     in anticipation thereof and do not extend to any other assets;

                                       18
<PAGE>   27
         (i) Liens on property or assets existing at the time of the acquisition
     thereof by the Company or any of its Subsidiaries, provided that such Liens
     were in existence prior to the date of such acquisition and were not
     incurred in anticipation thereof;

         (j) Liens securing Refinancing Indebtedness incurred to refinance any
     Indebtedness that was previously so secured in a manner no more adverse to
     the Holders of the Securities than the terms of the Liens securing such
     refinanced Indebtedness;

         (k) Liens securing Indebtedness permitted to be incurred under clauses
     (c), (i), (j) and (l) of Section 4.11 hereof;

         (l) Liens securing Purchase Money Indebtedness or Capitalized Lease
     Obligations permitted to be incurred under clause (d) or (k) of Section
     4.11 hereof;

         (m) Liens in favor of the Company or any Guarantor; and

         (n) Liens securing the Securities or the Guarantees.

         "Person" or "person" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

         "principal" of any Indebtedness means the principal of such
Indebtedness plus, without duplication, any applicable premium, if any, on such
Indebtedness.

         "Pro Rata Portion" shall have the meaning set forth in Section 11.1(d).

         "property" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         "Purchase Money Indebtedness" means Indebtedness of the Company, the
Guarantors or the Foreign Subsidiaries to the extent that (i) such Indebtedness
is incurred in connection with the acquisition of specified assets and 

                                       19
<PAGE>   28
property (the "Subject Assets") for the business of the Company, the Guarantors
or the Foreign Subsidiaries, including Indebtedness which existed at the time of
the acquisition of such Subject Asset and was assumed in connection therewith,
and (ii) the Liens securing such Indebtedness are limited to the Subject Asset.

         "Qualified Capital Stock" means any Capital Stock of the Company that
is not Disqualified Capital Stock.

         "Qualified Exchange" means any legal defeasance, redemption,
retirement, repurchase or other acquisition of Capital Stock or Subordinated
Indebtedness of the Company issued on or after the Issue Date with the Net Cash
Proceeds received by the Company from the substantially concurrent (i.e., within
60 days) sale (other than to a Subsidiary of the Company or the ESOP) of
Qualified Capital Stock or any issuance of Qualified Capital Stock in exchange
for any Capital Stock or Subordinated Indebtedness issued on or after the Issue
Date.

         "Record Date" means a Record Date specified in the Securities whether
or not such Record Date is a Business Day.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article III of
this Indenture and Paragraph 5 in the form of Security.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the redemption price for such redemption pursuant to Paragraph 5
in the form of Security, which shall include, without duplication, in each case,
accrued and unpaid interest to the Redemption Date.

         "Reference Period" with regard to any Person means the four full fiscal
quarters (or such lesser period during which such Person has been in existence)
of such Person ended immediately preceding any date upon which any determination
is to be made pursuant to the terms of the Securities or this Indenture.

         "Refinancing Expenses" means any premiums paid in connection with any
repayment, repurchase, redemption or defeasance of the 12.70% Notes or the 7.0%
Note.

                                       20
<PAGE>   29
         "Refinancing Indebtedness" means Indebtedness or Disqualified Capital
Stock (a) issued in exchange for, or the proceeds from the issuance and sale of
which are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of (each of (a) and (b) above is a "Refinancing"), any Indebtedness or
Disqualified Capital Stock in a principal amount or, in the case of Disqualified
Capital Stock, liquidation preference, not to exceed (after deduction of
reasonable and customary fees and expenses incurred in connection with the
Refinancing) the lesser of (i) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness or
Disqualified Capital Stock so refinanced and (ii) if such Indebtedness being
refinanced was issued with an original issue discount, the accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
provided, that (A) such Refinancing Indebtedness of any Subsidiary of the
Company shall only be used to refinance outstanding Indebtedness or Disqualified
Capital Stock of such Subsidiary, (B) Refinancing Indebtedness shall (x) not
have an Average Life shorter than the Indebtedness or Disqualified Capital Stock
to be so refinanced at the time of such Refinancing and (y) in all respects, be
no less subordinated or junior, if applicable, to the rights of Holders of the
Securities than was the Indebtedness or Disqualified Capital Stock to be
refinanced and (C) such Refinancing Indebtedness shall have no installment of
principal (or redemption payment) scheduled to come due earlier than the
scheduled maturity of any installment of principal of the Indebtedness or
Disqualified Capital Stock to be so refinanced which was scheduled to come due
prior to the Stated Maturity.

         "Registrar" shall have the meaning specified in Section 2.3.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company, the Guarantors
and the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time.

         "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that 

                                       21
<PAGE>   30
in the good faith judgment of the Board of Directors of the Company are
materially related businesses.

         "Restricted Investment" means, in one or a series of related
transactions, any Investment, other than (i) Investments in Cash Equivalents,
(ii) Investments in the Company or a Wholly-Owned Guarantor, (iii) Investments
in any Person engaged in a Related Business if, as a consequence of such
Investment, (a) such Person becomes a Wholly-Owned Guarantor or (b) such Person
is merged, consolidated or amalgamated with or into, or conveys substantially
all of its assets to the Company or a Wholly-Owned Guarantor; (iv) loans or
advances made in the ordinary course of business to officers, directors,
employees or agents of the Company or any of its Subsidiaries not exceeding $2.0
million outstanding in the aggregate at any one time; (v) Investments existing
on the Issue Date or (vi) Investments made as a result of the receipt of
non-cash consideration from an Asset Sale made pursuant to Section 4.14 hereof.

         "Restricted Payment" means, with respect to any Person, (a) the
declaration or payment of any dividend or other distribution in respect of any
Capital Stock of such Person or any Subsidiary of such Person, (b) any payment
on account of the purchase, redemption or other acquisition or retirement for
value of Capital Stock of such Person or any Subsidiary of such Person, (c)
other than with the proceeds from the substantially concurrent (i.e., within 60
days) sale of, or in exchange for, Refinancing Indebtedness, any purchase,
redemption or other acquisition or retirement for value of, any payment in
respect of any amendment of the terms of or any defeasance of, any Subordinated
Indebtedness of such Person or any Affiliate or Subsidiary of such Person,
directly or indirectly, by such Person or any Subsidiary of such Person prior to
the scheduled maturity, any scheduled repayment of principal, or any scheduled
sinking fund payment, as the case may be, of such Subordinated Indebtedness and
(d) any Restricted Investment by such Person; provided, however, that the term
"Restricted Payment" does not include (i) any dividend, distribution or other
payment on or with respect to, or on account of the purchase, redemption or
other acquisition or retirement for value of, Capital Stock of an issuer to the
extent payable solely in shares of Qualified Capital Stock of such issuer or
(ii) any dividend, distribution or other payment to the Company or to any of its
Wholly-Owned Guarantors by the Company or any of its Subsidiaries.

                                       22
<PAGE>   31
         "Restricted Stock Plans" shall mean collectively, (i) the 1984 Ekco
Group, Inc. Restricted Stock Plan, (ii) the 1985 Ekco Group, Inc. Restricted
Stock Plan, (iii) the Company's 1984 Employee Stock Purchase Plan, (iv) the
Incentive Compensation Plan for Executive Employees of Ekco Group, Inc. and its
Subsidiaries and (v) comparable plans providing for the issuance of Capital
Stock of the Company to officers, directors and employees of the Company and its
Subsidiaries having terms similar to the foregoing, each as amended from time to
time by a resolution of the Board of Directors of the Company or a duly
authorized committee thereof.

         "Sale and Leaseback Transaction" means any arrangement relating to any
property owned on the date of the Indenture or acquired thereafter whereby the
Company, a Guarantor or one of their Subsidiaries transfers such property to a
Person and leases such property back from such Person.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means, collectively, the Initial Securities and, when and
if issued as provided in the Registration Rights Agreement, the Exchange
Securities.

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

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

         "Securityholder" or "Holder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Senior Indebtedness" of the Company or any Guarantor means any
Indebtedness of the Company or such Guarantor, whether outstanding on the Issue
Date or thereafter created, incurred, assumed or guaranteed by the Company or
such Guarantor, other than Indebtedness as to which the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness is subordinated or junior to the Securities. Notwith-

                                       23
<PAGE>   32
standing the foregoing, however, in no event shall Senior Indebtedness include
(a) Indebtedness to any Subsidiary of the Company or any officer, director or
employee of the Company or any Subsidiary of the Company or (b) Indebtedness
incurred in violation of the terms of this Indenture.

         "7.0% Note" shall mean the 7.0% Subordinated Convertible Note due
November 30, 2002 of the Company.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article I, Rule 1-02-w of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Issue Date.

         "Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

         "Stated Maturity," when used with respect to any Security, means April
1, 2006.

         "Stock Option Plans" shall mean collectively, (i) the Company's 1987
Stock Option Plan, (ii) the Ekco Group, Inc. 1988 Director's Stock Option Plan,
and (iii) comparable plans providing for the issuance of options to purchase
Capital Stock of the Company to officers, directors and/or employees of the
Company and its Subsidiaries having terms similar to the foregoing, each as
amended from time to time by a resolution of the Board of Directors of the
Company or a duly authorized committee thereof.

         "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is (i) subordinated in right of payment to the Securities or such
Guarantor's Guarantee, as applicable, in any respect or (ii) any Indebtedness
which is expressly subordinate to Senior Indebtedness and has a stated maturity
on or after the Stated Maturity.

         "Subsidiary" with respect to any Person, means (i) a corporation a
majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such Person,
by such Person and one or more Subsidiaries of such Person or by one or more
Subsidiaries of such Person, or (ii) any other Person (other than a corporation)
in which such Person, one or more Subsidiaries of such Person, or such Person

                                       24
<PAGE>   33
and one or more Subsidiaries of such Person, directly or indirectly, at the date
of determination thereof has at least majority ownership interest.
Notwithstanding the foregoing, an Unrestricted Subsidiary shall not constitute a
Subsidiary of the Company or of any of the Company's Subsidiaries.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture.

         "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.6 hereof.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

         "Trust Officer" means any officer within the corporate trust division
(or any successor group) of the Trustee or any other officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at that time shall be such officers, and also means, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such
trust matter is referred because of his knowledge of and familiarity with the
particular subject.

         "12.70% Notes" shall mean the 12.70% Senior Subordinated Notes due
December 15, 1998 of Ekco Housewares, Inc.

         "Unrestricted Subsidiary" means any subsidiary of the Company that does
not own any Capital Stock of, or own or hold any Lien on any property of, the
Company or any other Subsidiary of the Company and that, at the time of
determination, shall then be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company); provided, that (i) such subsidiary shall not
engage, to any substantial extent, in any line or lines of business activity
other than a Related Business, (ii) neither immediately prior thereto nor after
giving pro forma effect to such designation would there exist a Default or Event
of Default and (iii) immediately after giving pro forma effect thereto, the
Company could incur at least $1.00 of Indebtedness pursuant to the Consolidated
Interest Coverage Ratio in 

                                       25
<PAGE>   34
paragraph (a) of Section 4.11 hereof. The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (i) no
Default or Event of Default is existing or will occur as a consequence thereof
and (ii) immediately after giving effect to such designation, on a pro forma
basis, the Company could incur at least $1.00 of Indebtedness pursuant to the
Consolidated Interest Coverage Ratio in paragraph (a) of Section 4.11 hereof.
Each such designation shall be evidenced by filing with the Trustee a certified
copy of the resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

         "U.S. Government Obligations" means direct non-callable obligations of,
or noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         "Voting Stock" means Capital Stock of the Company having generally the
right to vote in the election of a majority of the directors of the Company or
having generally the right to vote with respect to the organizational matters of
the Company.

         "Wholly Owned" or "wholly owned" with respect to a Subsidiary of any
Person means (i) a Subsidiary of such Person of which all of the outstanding
Capital Stock or other ownership interests (other than directors' qualifying
shares) shall at the time be owned by such Person or by one or more Wholly-Owned
Subsidiaries of such Person or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, and (ii) Woodstream Corporation, a Pennsylvania
corporation, shall be deemed to be a Wholly-Owned Subsidiary of the Company for
so long as Woodstream Corporation meets the ownership test in clause (i), except
for the shares of preferred stock of Woodstream Corporation not owned by the
Company on the Issue Date.

         "Wholly-Owned Guarantor" means (i) a Subsidiary of the Company (other
than a Foreign Subsidiary) of which all of the outstanding Capital Stock or
other ownership interests (other than directors' qualifying shares) shall at the
time be owned by the Company or by one or more Wholly- Owned Guarantors of the
Company or by the Company and one or more Wholly-Owned Guarantors of the Company
and (ii) Woodstream 

                                       26
<PAGE>   35
Corporation, a Pennsylvania corporation, for so long as Woodstream Corporation
meets the ownership test in clause (i), except for the shares of preferred stock
of Woodstream Corporation not owned by the Company on the Issue Date.

         SECTION 2 Incorporation by Reference of TIA.

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

         "Commission" means the SEC.

         "indenture security" means any of the Securities.

         "indenture securityholder" means a Holder or a Securityholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Company, each Guarantor
and any other obligor on the Securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.

         SECTION 3 Rules of Construction.

         Unless the context otherwise requires:

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

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

              (3) "or" is not exclusive;

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

                                       27
<PAGE>   36
              (5) provisions apply to successive events and transactions;

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

              (7) references to Sections or Articles means reference to such
Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

              SECTION 1 Form and Dating.

              The Securities and the Trustee's certificate of authentication, in
respect thereof, shall be substantially in the form of Exhibit A hereto, which
Exhibit is part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall
approve the form of the Securities and any notation, legend or endorsement on
them. Any such notations, legends or endorsements not contained in the form of
Security attached as Exhibit A hereto shall be delivered in writing to the
Trustee. Each Security shall be dated the date of its authentication.

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

              SECTION 2 Execution and Authentication.

              Two Officers shall sign, or one Officer shall sign and one Officer
shall attest to, the Security for the Company by manual or facsimile signature.
The Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

              If an Officer whose signature is on a Security was an Officer at
the time of such execution but no longer holds that office at the time the
Trustee authenticates the Secu-

                                       28
<PAGE>   37
rity, the Security shall be valid nevertheless and the Company shall
nevertheless be bound by the terms of the Securities and this Indenture.

              A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security but
such signature shall be conclusive evidence that the Security has been
authenticated pursuant to the terms of this Indenture.

              The Trustee shall authenticate Initial Securities for original
issue in the aggregate principal amount of up to $125,000,000 and shall
authenticate Exchange Securities for original issue in the aggregate principal
amount of up to $125,000,000, in each case upon a written order of the Company
in the form of an Officers' Certificate; provided that such Exchange Securities
shall be issuable only upon the valid surrender for cancellation of Initial
Securities of a like aggregate principal amount in accordance with the
Registration Rights Agreement. The Officers' Certificate shall specify the
amount of Securities to be authenticated and the date on which the Securities
are to be authenticated. The aggregate principal amount of Securities
outstanding at any time may not exceed $125,000,000, except as provided in
Section 2.7. Upon the written order of the Company in the form of an Officers'
Certificate, the Trustee shall authenticate Securities in substitution of
Securities originally issued to reflect any name change of the Company.

              The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company, any Affiliate of the Company,
or any of their respective Subsidiaries.

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

                                       29
<PAGE>   38
              SECTION 3 Registrar and Paying Agent.

              The Company and the Guarantors shall maintain an office or agency
in the Borough of Manhattan, The City of New York, where Securities may be
presented or surrendered for payment ("Paying Agent"), where Securities may be
surrendered for registration of transfer or exchange ("Registrar") and where
notices and demands to or upon the Company and the Guarantors in respect of the
Securities and this Indenture may be served. The Company may act as Registrar or
Paying Agent, except that, for the purposes of Articles III, VIII, X and Section
4.14 and as otherwise specified in this Indenture, neither the Company nor any
Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-Registrars and one or more additional Paying Agents. The
term "Paying Agent" includes any additional Paying Agent. The Company hereby
initially appoints the Trustee as Registrar and Paying Agent, and the Trustee
hereby initially agrees so to act.

              The Company shall enter into an appropriate written agency
agreement with any Agent not a party to this Indenture, which agreement shall
implement the provisions of this Indenture that relate to such Agent, and shall
furnish a copy of each such agreement to the Trustee. The Company shall promptly
notify the Trustee in writing of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

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

              The Company initially appoints the Trustee to act as Securities
Custodian with respect to the Global Securities.

              SECTION 4 Paying Agent to Hold Assets in Trust.

              The Company shall require each Paying Agent other than the Trustee
to agree in writing that such Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, premium, if any, or interest or Liquidated Damages, if any, on,
the Securities (whether such assets 

                                       30
<PAGE>   39
have been distributed to it by the Company or any other obligor on the
Securities), and shall notify the Trustee in writing of any Default in making
any such payment. If either of the Company or a Subsidiary of the Company acts
as Paying Agent, it shall segregate such assets and hold them as a separate
trust fund for the benefit of the Holders or the Trustee. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default or any Event of Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent (if other than the Company) shall
have no further liability for such assets.

              SECTION 5 Securityholder Lists.

              The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee on or before the
third Business Day preceding 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 reasonably may require of the names and addresses of Holders and
shall otherwise comply with TIA Section 312(a).

              SECTION 6 Transfer and Exchange.

              (a) Transfer and Exchange of Definitive Securities. When
Definitive Securities are presented to the Registrar or a co-Registrar with a
request:

                  (x) to register the transfer of such Definitive Securities; or

                  (y) to exchange such Definitive Securities for an equal
     principal amount of Definitive Securities of other authorized
     denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that 

                                       31
<PAGE>   40
the Definitive Securities surrendered for transfer or exchange:

                  (i)  shall be duly endorsed or accompanied by a written
     instrument of transfer in form reasonably satisfactory to the Company and
     the Registrar or co-Registrar, duly executed by the Holder thereof or his
     attorney duly authorized in writing; and

                  (ii) in the case of Transfer Restricted Securities that are
     Definitive Securities, shall be accompanied by the following additional
     information and documents, as applicable:

                       (A) if such Transfer Restricted Securities are being
         delivered to the Registrar by a Holder for registration in the name of
         such Holder, without transfer, a certification from such Holder to that
         effect (in substantially the form set forth on the reverse of the
         Security); or

                       (B) if such Transfer Restricted Security is being
         transferred to a "qualified institutional buyer" (as defined in Rule
         144A under the Securities Act) in accordance with Rule 144A under the
         Securities Act or pursuant to an exemption from registration in
         accordance with Rule 144 under the Securities Act or pursuant to an
         effective registration statement under the Securities Act, or to an
         "institutional accredited investor" within the meaning of Rule 501
         (A)(1), (2), (3) or (7) under the Securities Act that is acquiring the
         security for its own account, or for the account of such an
         institutional accredited investor, in each case in a minimum principal
         amount of the Securities of $250,000, not with a view to or for offer
         or sale in connection with any distribution in violation of the
         Securities Act, a certification to that effect (in substantially the
         form set forth on the reverse of the Security); or

                       (C) if such Transfer Restricted Security is being
         transferred in reliance on another exemption from the registration
         requirements of the Securities Act, a certification to that ef-

                                       32
<PAGE>   41
         fect (in substantially the form set forth on the reverse of the
         Security) and an Opinion of Counsel reasonably acceptable to the
         Company and to the Registrar to the effect that such transfer is in
         compliance with the Securities Act.

              (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by appropriate instruments
of transfer, in form satisfactory to the Trustee, together with:

                  (i)  if such Definitive Security is a Transfer Restricted
     Security, a certification, substantially in the form set forth on the
     reverse of the Security, that such Definitive Security is being transferred
     to a "qualified institutional buyer" (as defined in Rule 144A under the
     Securities Act) in accordance with Rule 144A under the Securities Act; and

                  (ii) whether or not such Definitive Security is a Transfer
     Restricted Security, written instructions directing the Trustee to make, or
     to direct the Securities Custodian to make, an endorsement on the Global
     Security to reflect an increase in the aggregate principal amount of the
     Securities represented by the Global Security,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased accordingly. If no Global Securities are then outstanding, the
Company shall issue and the Trustee shall authenticate a new Global Security in
the appropriate principal amount.

              (c) Transfer and Exchange of Global Securities. The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.

                                       33
<PAGE>   42
              (d) Transfer of a Beneficial Interest in a Global Security for a
Definitive Security.

                  (i) Any Person having a beneficial interest in a Global
     Security may upon request exchange such beneficial interest for a
     Definitive Security. Upon receipt by the Trustee of written instructions or
     such other form of instructions as is customary for the Depository from the
     Depository or its nominee on behalf of any Person having a beneficial
     interest in a Global Security and upon receipt by the Trustee of a written
     order or such other form of instructions as is customary for the Depository
     or the Person designated by the Depository as having such a beneficial
     interest in a Transfer Restricted Security only, the following additional
     information and documents (all of which may be submitted by facsimile):

                      (A) if such beneficial interest is being transferred to
         the Person designated by the Depository as being the beneficial owner,
         a certification from such Person to that effect (in substantially the
         form set forth on the reverse of the Security); or

                      (B) if such beneficial interest is being transferred to a
         "qualified institutional buyer" (as defined in Rule 144A under the
         Securities Act) in accordance with Rule 144A under the Securities Act
         or pursuant to an exemption from registration in accordance with Rule
         144 under the Securities Act or pursuant to an effective registration
         statement under the Securities Act, or to an "institutional accredited
         investor" within the meaning of Rule 501 (A)(1), (2), (3) or (7) under
         the Securities Act that is acquiring the security for its own account,
         or for the account of such an institutional accredited investor, in
         each case in a minimum principal amount of the Securities of $250,000,
         not with a view to or for offer or sale in connection with any
         distribution in violation of the Securities Act, a certification to
         that effect from the transferor (in substantially the form set forth on
         the reverse of the Security); or

                      (C) if such beneficial interest is being transferred in
         reliance on another ex-

                                       34
<PAGE>   43
         emption from the registration requirements of the Securities Act, a
         certification to that effect from the transferee or transferor (in
         substantially the form set forth on the reverse of the Security) or an
         Opinion of Counsel from the transferee or transferor reasonably
         acceptable to the Company and to the Registrar to the effect that such
         transfer is in compliance with the Securities Act,

     then the Trustee or the Securities Custodian, at the direction of the
     Trustee, will cause, in accordance with the standing instructions and
     procedures existing between the Depository and the Securities Custodian,
     the aggregate principal amount of the Global Security to be reduced and,
     following such reduction, the Company will execute and, upon receipt of an
     authentication order in the form of an Officers' Certificate, the Trustee
     will authenticate and deliver to the transferee a Definitive Security.

                  (ii) Definitive Securities issued in exchange for a beneficial
     interest in a Global Security pursuant to this Section 2.6(d) shall be
     registered in such names and in such authorized denominations as the
     Depository, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Trustee. The Trustee shall
     deliver such Definitive Securities to the persons in whose names such
     Securities are so registered.

              (e) Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.6), a Global Security
may not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

              (f) Authentication of Definitive Securities in Absence of
Depository. If at any time:

                  (i)  the Depository for the Securities notifies the Company
     that the Depository is unwilling or unable to continue as Depository for
     the Global 

                                       35
<PAGE>   44
     Securities and a successor Depository for the Global Securities is not
     appointed by the Company within 90 days after delivery of such notice; or

                  (ii) the Company, in its sole discretion, notifies the Trustee
     in writing that it elects to cause the issuance of Definitive Securities
     under this Indenture,

then the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate requesting the authentication and delivery of Definitive Securities,
will authenticate and deliver Definitive Securities, in an aggregate principal
amount equal to the principal amount of the Global Securities, in exchange for
such Global Securities.

              (g) Legends.

                  (i) Except as permitted by the following paragraph (ii), each
     Security certificate evidencing the Global Securities and the Definitive
     Securities (and all Securities issued in exchange therefor or substitution
     thereof) shall bear a legend in substantially the following form:

              THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
              BE OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
              PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
              ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
              "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
              SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED
              IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) WHICH
              IS AN INSTITUTION (AN "INSTITUTIONAL ACCREDITED INVESTOR"), (2)
              AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS THREE YEARS
              AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS SECURITY
              AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
              ISSUER WAS THE OWNER OF THIS SECURITY (THE "RESALE RESTRICTION
              TERMINATION DATE") RESELL, PLEDGE OR OTHERWISE TRANSFER THIS
              SECURITY, EXCEPT (A) TO THE COMPANY, (B) TO A PERSON WHOM THE
              SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITU-

                                       36
<PAGE>   45
              TIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
              ANOTHER QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH THE
              RESALE PROVISIONS OF RULE 144A UNDER THE SECURITIES ACT, (C) TO AN
              INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
              FURNISHES TO THE TRUSTEE A WRITTEN CERTIFICATION CONTAINING
              CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
              RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
              LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) PURSUANT TO THE
              RESALE LIMITATIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
              (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION
              STATEMENT UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER
              AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
              SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
              REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO ANY
              REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE
              PROPERTY OF SUCH ACCOUNT BE AT ALL TIMES WITHIN ITS CONTROL AND TO
              COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND (3) AGREES
              THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
              TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
              IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
              INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
              TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
              OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
              CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
              FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
              REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING RESTRICTIONS ON
              RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION
              TERMINATION DATE.

                  (ii) Upon any sale or transfer of a Transfer Restricted
     Security (including any Transfer Restricted Security represented by a
     Global Security) pursuant to Rule 144 under the Act or an effective
     registration statement under the Act:

                                       37
<PAGE>   46
                       (A) in the case of any Transfer Restricted Security that
         is a Definitive Security, the Registrar shall permit the Holder thereof
         to exchange such Transfer Restricted Security for a Definitive Security
         that does not bear the legend set forth above and rescind any
         restriction on the transfer of such Transfer Restricted Security; and

                       (B) any such Transfer Restricted Security represented by
         a Global Security shall not be subject to the provisions set forth in
         (i) above (such sales or transfers being subject only to the provisions
         of Section 2.6(c) hereof); provided, however, that with respect to any
         request for an exchange of a Transfer Restricted Security that is
         represented by a Global Security for a Definitive Security that does
         not bear a legend, which request is made in reliance upon Rule 144, the
         Holder thereof shall certify in writing to the Registrar that such
         request is being made pursuant to Rule 144 (such certification to be
         substantially in the form set forth on the reverse of the Security).

              (h) Cancellation and/or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, redeemed, repurchased or cancelled, such Global
Security shall be returned to or retained and cancelled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Security
is exchanged for Definitive Securities, redeemed, repurchased or cancelled, the
principal amount of Securities represented by such Global Security shall be
reduced and an endorsement shall be made on such Global Security, by the Trustee
or the Securities Custodian, at the direction of the Trustee, to reflect such
reduction.

              (i) Obligations with respect to Transfers and Exchanges of
Definitive Securities.

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

                                       38
<PAGE>   47
                  (ii)  No service charge shall be made for any registration of
     transfer or exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental
     charge payable in connection therewith (other than any such transfer taxes,
     assessments, or similar governmental charge payable upon exchanges not
     involving any transfer pursuant to Section 2.2 (fourth paragraph), 2.10,
     3.7, 4.14(e), 9.5, or 10.1 (final paragraph)).

                  (iii) The Registrar or co-Registrar shall not be required to
     register the transfer of or exchange of (a) any Definitive Security
     selected for redemption in whole or in part pursuant to Article III, except
     the unredeemed portion of any Definitive Security being redeemed in part,
     (b) any Security for a period beginning 15 Business Days before the mailing
     of a notice of an offer to repurchase pursuant to Article X or Section 4.14
     hereof or redeem Securities pursuant to Article III hereof and ending at
     the close of business on the day of such mailing or (c) any Security which
     has been surrendered for repurchase at the option of the Holder pursuant to
     Article X or Section 4.14 hereof, except the portion, if any, of such
     Security not to be so repurchased.

                  (iv)  Prior to due presentment for registration or transfer of
     any Security, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name the Security is registered as the absolute owner of
     such Security, and none of the Trustee, Agent or the Company shall be
     affected by notice to the contrary.

         SECTION 7 Replacement Securities.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims and submits an affidavit or other evidence, satisfactory to
the Trustee, to the effect that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements are met. If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any 

                                       39
<PAGE>   48
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security.

         Every replacement Security is an additional obligation of the Company.

         SECTION 8 Outstanding Securities.

         Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee (including any Security represented by a
Global Security) except those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee hereunder and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security, except as provided in Section
2.9.

         If a Security is replaced pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.7.

         If on a Redemption Date or the Maturity Date the Paying Agent (other
than an Company or an Affiliate of the Company) holds Cash or U.S. Government
Obligations sufficient to pay all of the principal of, premium, if any, interest
and Liquidated Damages, if any, due on the Securities payable on that date and
payment of the Securities called for redemption is not otherwise prohibited
pursuant to this Indenture, then on and after that date such Securities shall
cease to be outstanding and interest on them shall cease to accrue.

         SECTION 9 Treasury Securities.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, Securities owned by the Company or Affiliates of the Company shall be
disregarded, except that, for the purposes of determining 

                                       40
<PAGE>   49
whether the Trustee shall be protected in relying on any such direction,
amendment, supplement, waiver or consent, only Securities that a Trust Officer
of the Trustee knows are so owned shall be disregarded.

         SECTION 10 Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare, the Guarantors shall endorse and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company reasonably and in
good faith considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare, the Guarantors shall endorse and the Trustee
shall authenticate definitive Securities in exchange for temporary Securities.
Until so exchanged, the temporary Securities shall in all respects be entitled
to the same benefits under this Indenture as permanent Securities authenticated
and delivered hereunder.

         SECTION 11 Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel and, at the written direction of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. Except
as set forth in Section 2.7, the Company may not issue new Securities to replace
Securities that have been paid or delivered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.11, except as expressly permitted in the
form of Securities and as permitted by this Indenture.

         SECTION 12 Defaulted Interest.

         Interest and Liquidated Damages, if any, on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
predecessor Securities) is registered at the close of busi-

                                       41
<PAGE>   50
ness on the Record Date for such interest or Liquidated Damages.

         Any interest or Liquidated Damages, if any, on any Security which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date plus, to the extent lawful, any interest payable on the defaulted
interest or Liquidated Damages (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant Record
Date, and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (1) or (2) below:

              (1) The Company may elect to make payment of any Defaulted
     Interest to the persons in whose names the Securities (or their respective
     predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     Security and the date of the proposed payment, and at the same time the
     Company shall deposit with the Trustee an amount of Cash 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 Cash when deposited to be
     held in trust for the benefit of the persons entitled to such Defaulted
     Interest as provided in this clause (1). Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company of such Special Record Date and, in the name and at the expense
     of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder at his address as it appears in
     the Security register not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the persons in whose names the

                                       42
<PAGE>   51
     Securities (or their respective predecessor Securities) are registered on
     such Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

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

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

                                   ARTICLE III

                                   REDEMPTION

         SECTION 1 Right of Redemption.

         Redemption of Securities, as permitted by any provision of this
Indenture, shall be made in accordance with such provision and this Article III.
The Company will not have the right to redeem any Securities prior to April 1,
2001. On or after April 1, 2001, the Company will have the right to redeem all
or any part of the Securities at the Redemption Prices specified in the form of
Security attached as Exhibit A set forth in Paragraph 5 thereof, in each case
(subject to the right of the Holders of record on a Record Date to receive
interest and Liquidated Damages, if any, due on an Interest Payment Date that is
on or prior to such Redemption Date), including accrued and unpaid interest and
Liquidated Damages, if any, thereon to the Redemption Date.

         SECTION 2 Notices to Trustee.

         If the Company elects to redeem Securities pursuant to Paragraph 5 of
the Securities, it shall notify the Trustee in writing of the Redemption Date
and the principal 

                                       43
<PAGE>   52
amount of Securities to be redeemed and whether it wants the Trustee to give
notice of redemption to the Holders.

         If the Company elects to reduce the principal amount of Securities to
be redeemed pursuant to Paragraph 5 of the Securities by crediting against any
such redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall so notify the Trustee of the amount of the reduction and
deliver such Securities with such notice.

         The Company shall give each notice to the Trustee provided for in this
Section 3.2 at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee). Any such notice may be cancelled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

         SECTION 3 Selection of Securities to Be Redeemed.

         If less than all of the Securities are to be redeemed pursuant to
Paragraph 5 thereof, the Trustee shall select the Securities to be redeemed by
lot or by such other method as the Trustee shall determine to be fair and
appropriate and in such manner as complies with any applicable Depository, legal
or stock exchange requirements.

         The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

         SECTION 4 Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to the Trustee and each Holder whose Securities are to be redeemed to

                                       44
<PAGE>   53
such Holder's last address as then shown on the registry books of the Registrar.
At the Company's written request made at least five days prior to the date on
which notice is to be given (or such shorter period as the Trustee shall
reasonably permit), the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. Each notice for redemption shall
identify the Securities to be redeemed and shall state:

              (1) the Redemption Date;

              (2) the Redemption Price, including the amount of accrued and
     unpaid interest and Liquidated Damages, if any, to be paid upon such
     redemption;

              (3) the name, address and telephone number of the Paying Agent;

              (4) that Securities called for redemption must be surrendered to
     the Paying Agent at the address specified in such notice to collect the
     Redemption Price;

              (5) that, unless (a) the Company defaults in its obligation to
     deposit Cash or U.S. Government Obligations which through the scheduled
     payment of principal, interest and Liquidated Damages, if any, in respect
     thereof in accordance with their terms will provide, not later than one day
     before the due date of any payment, Cash in an amount to fund the
     Redemption Price with the Paying Agent in accordance with Section 3.6
     hereof or (b) such redemption payment is otherwise prohibited, interest and
     Liquidated Damages, if any, on Securities called for redemption ceases to
     accrue on and after the Redemption Date and the only remaining right of the
     Holders of such Securities shall be to receive payment of the Redemption
     Price, including accrued and unpaid interest to the Redemption Date, upon
     surrender to the Paying Agent of the Securities called for redemption and
     to be redeemed;

              (6) if any Security is being redeemed in part, the portion of the
     principal amount equal to $1,000 or any integral multiple thereof, of such
     Security to be redeemed and that, after the Redemption Date, and upon
     surrender of such Security, a new Security or Securities in aggregate
     principal amount equal 

                                       45
<PAGE>   54
     to the unredeemed portion thereof will be issued;

              (7) if less than all the Securities are to be redeemed, the
     identification of the particular Securities (or portion thereof) to be
     redeemed, as well as the aggregate principal amount of such Securities to
     be redeemed and the aggregate principal amount of Securities to be
     outstanding after such partial redemption;

              (8) the CUSIP number of the Securities to be redeemed; and

              (9) that the notice is being sent pursuant to this Section 3.4 and
     pursuant to the optional redemption provisions of Paragraph 5 of the
     Securities.

         SECTION 5 Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption shall become due and payable on the Redemption
Date and at the Redemption Price, including accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price, including interest and Liquidated Damages, if any, accrued
and unpaid to the Redemption Date; provided that if the Redemption Date is after
a regular Record Date and on or prior to the Interest Payment Date to which such
Record Date relates, the accrued interest or Liquidated Damages shall be payable
to the Holder of the redeemed Securities registered on the relevant Record Date;
and provided, further, that if a Redemption Date is not a Business Day, payment
shall be made on the next succeeding Business Day and no interest shall accrue
for the period from such Redemption Date to such succeeding Business Day.

         SECTION 6 Deposit of Redemption Price.

         Prior to 10:00 A.M. on the Redemption Date, the Company shall deposit
with the Paying Agent (other than the Company or an Affiliate of the Company)
Cash or U.S. Government Obligations sufficient to pay the Redemption Price of,
including accrued and unpaid interest and Liquidated Damages, if any, on, all
Securities to be redeemed on such Redemption Date (other than Securities or
portions thereof called for redemption on that date that have been delivered 

                                       46
<PAGE>   55
by the Company to the Trustee for cancellation). The Paying Agent shall promptly
return to the Company any Cash or U.S. Government Obligations so deposited which
is not required for that purpose upon the written request of the Company.

         If the Company complies with the preceding paragraph and the other
provisions of this Article III and payment of the Securities called for
redemption is not prohibited under this Indenture, interest and Liquidated
Damages, if any, on the Securities to be redeemed will cease to accrue on the
applicable Redemption Date, whether or not such Securities are presented for
payment. Notwithstanding anything herein to the contrary, if any Security
surrendered for redemption in the manner provided in the Securities shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest and Liquidated Damages, if any,
shall continue to accrue and be paid from the Redemption Date until such payment
is made on the unpaid principal, and, to the extent lawful, on any interest or
Liquidated Damages, if any, not paid on such unpaid principal, in each case at
the rate and in the manner provided in Section 4.1 hereof and the Security.

         SECTION 7 Securities Redeemed in Part.

         Upon surrender of a Security that is to be redeemed in part, the
Company shall execute, the Guarantors shall endorse and the Trustee shall
authenticate and deliver to the Holder, without service charge to the Holder, a
new Security or Securities equal in principal amount to the unredeemed portion
of the Security surrendered.

                                   ARTICLE IV

                                    COVENANTS

         SECTION 1 Payment of Securities.

         The Company shall pay the principal of, premium, if any, interest and
Liquidated Damages, if any, on the Securities on the dates and in the manner
provided herein and in the Securities. An installment of principal of, premium,
if any, interest or Liquidated Damages, if any, on the Securities shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company, 

                                       47
<PAGE>   56
a Subsidiary of the Company or an Affiliate of the Company) holds for the
benefit of the Holders, on or before 10:00 A.M., New York City time on that
date, Cash deposited and designated for and sufficient to pay such installment.

         The Company shall pay interest on overdue principal and premium, if
any, and on overdue installments of interest and Liquidated Damages, if any, at
the rates specified in the Securities compounded semi-annually, to the extent
lawful.

         SECTION 2 Maintenance of Office or Agency.

         The Company and the Guarantors shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company and the Guarantors in respect of the Securities and this Indenture
may be served. The Company and the Guarantors shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company and the Guarantors shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.2.

         The Company and the Guarantors may also from time to time designate one
or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company and the Guarantors of their obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York,
for such purposes. The Company and the Guarantors shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. The Company and the Guarantors
hereby initially designate the Corporate Trust Office of the Trustee located at
14 Wall Street, New York, New York 10005.

         SECTION 3 Limitation on Restricted Payments.

                                       48
<PAGE>   57
         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly, make any Restricted Payment, if,
after giving effect thereto on a pro forma basis, (a) a Default or an Event of
Default shall have occurred and be continuing, (b) the Company is not permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio in Section 4.11(a) or (c) the aggregate amount of all
Restricted Payments made by the Company and its Subsidiaries, including after
giving effect to such proposed Restricted Payment, from and after the Issue
Date, would exceed the sum of (i) $4.0 million, plus (ii) 50% of the aggregate
Consolidated Net Income of the Company for the period (taken as one accounting
period), commencing on the first day of the first full fiscal quarter commencing
after the Issue Date, to and including the last day of the fiscal quarter ended
immediately prior to the date of each such calculation (or, in the event
Consolidated Net Income for such period is a deficit, then minus 100% of such
deficit), plus (iii) 100% of the aggregate Net Cash Proceeds received by the
Company from the issue or sale after the Issue Date of its Qualified Capital
Stock or its debt securities that have been converted into Qualified Capital
Stock (other than (i) to a Subsidiary of the Company and (y) to the extent
applied in connection with a Qualified Exchange, but including the Net Cash
Proceeds received by the Company upon the exercise, exchange or conversion of
securities into Qualified Capital Stock), plus (iv) an amount equal to the
portion (proportionate to the Company's or a Subsidiary's equity interest in
such Unrestricted Subsidiary) of the fair market value of the net assets of an
Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a
Subsidiary; provided, however, that such amount shall not exceed, in the case of
any Unrestricted Subsidiary, the amount of any Restricted Payments previously
made by the Company or any Subsidiary to such Unrestricted Subsidiary which were
permitted to be made pursuant to this Section, plus (v) the Net Cash Proceeds
received by the Company or any Guarantor from its investment in, and the sale,
disposition or other liquidation of, any Restricted Investment.

         The foregoing clauses (b) and (c) of the immediately preceding
paragraph, however, will not prohibit (v) a Qualified Exchange, (w) the payment
of any dividend on Qualified Capital Stock within 60 days after the date of its
declaration if such dividend could have been made on the date of such
declaration in compliance with the foregoing 

                                       49
<PAGE>   58
provisions, (x) any redemption or repurchase or payment on account of Capital
Stock of the Company required to be made under (i) the Restricted Stock Plans or
(ii) the Stock Option Plans, in an amount equal to the sum of the exercise
prices paid to the Company by the holder of such Capital Stock upon the exercise
of such stock options, (y) (i) any redemption or repurchase by the Company of
its Capital Stock, (ii) any contribution or dividend paid by the Company to the
ESOP or (iii) any loan made by the Company to the ESOP, in each case only to the
extent made in connection with the distribution of retirement, termination or
diversification withdrawal benefits to ESOP participants or beneficiaries
pursuant to the terms of the ESOP and the provisions of ERISA and the Code and
(z) any contribution or dividend paid by the ESOP, in each case only to the
extent used by the ESOP (i) to pay administrative expenses of the ESOP in an
amount not to exceed $200,000 per year or (ii) to repay Indebtedness of the ESOP
owed to the Company or its Subsidiaries. The full amount of any Restricted
Payment made pursuant to the foregoing clauses (w), (x), (y) and (z) of the
immediately preceding sentence, however, will be deducted in the calculation of
the aggregate amount of Restricted Payments available to be made which is
referred to in clause (c) of the immediately preceding paragraph.

         Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.3 were computed, which calculations may
be based upon the Company's latest available internal financial statements;
provided, however, that a failure to so deliver such Officers' Certificate shall
not constitute a Default if the Company provides the Officers' Certificate
within 30 days of the date of making such Restricted Payment and conclusively
demonstrates therein that the Restricted Payment was permitted to be made on the
date made. The Trustee may rely on such Officers' Certificate without further
inquiry.

         SECTION 4 Corporate Existence.

         Subject to Article V, the Company and the Guarantors shall do or cause
to be done all things necessary to preserve and keep in full force and effect
their respective corporate existence and the corporate existence of each of
their Subsidiaries in accordance with the respective orga-

                                       50
<PAGE>   59
nizational documents of each of them (as the same may be amended from time to
time) and the rights (charter and statutory) and corporate franchises of the
Company, the Guarantors and each of their respective Subsidiaries; provided,
however, that neither the Company nor any Guarantor shall be required to
preserve, with respect to themselves, any right or franchise, and with respect
to any of their respective Subsidiaries, any such existence, right or franchise,
if (a) the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
such entity and (b) the loss thereof is not disadvantageous in any material
respect to the Holders.

         SECTION 5 Payment of Taxes and Other Claims.

         Except with respect to immaterial items, the Company and the Guarantors
shall, and shall cause each of their Subsidiaries to, pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (i) all
taxes, assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon the Company,
any Guarantor or any of their Subsidiaries or any of their respective properties
and assets and (ii) all lawful claims, whether for labor, materials, supplies,
services or anything else, which have become due and payable and which by law
have or may become a Lien upon the property and assets of the Company, any
Guarantor or any of their Subsidiaries; provided, however, that neither the
Company nor any Guarantor shall be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which disputed amounts adequate reserves with respect
thereto are maintained on the books of the Company in accordance with GAAP.

         SECTION 6 Maintenance of Properties and Insurance.

         The Company and the Guarantors shall cause all material properties used
or useful to the conduct of their business and the business of each of their
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment 

                                       51
<PAGE>   60
may be necessary, so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this Section
4.6 shall prevent the Company or any Guarantor from discontinuing any operation
or maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is (a), in the judgment of the Board of Directors of
the Company or Guarantor, as applicable, desirable in the conduct of the
business of such entity and (b) not disadvantageous in any material respect to
the Holders.

         The Company and the Guarantors shall provide, or cause to be provided,
for themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Company is adequate and appropriate for the conduct of
the business of the Company, the Guarantors and such Subsidiaries.

         SECTION 7 Compliance Certificate; Notice of Default.

              (a) The Company shall deliver to the Trustee within 120 days after
the end of its fiscal year (commencing with the Company's 1996 fiscal year) an
Officers' Certificate complying with Section 314(a)(4) of the TIA and stating
that a review of its activities and the activities of its Subsidiaries 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 further
stating, as to each such Officer signing such certificate, whether or not the
signer knows of any failure by the Company, any Guarantor or any Subsidiary of
the Company to comply with any conditions or covenants in this Indenture and, if
such signer does know of such a failure to comply, the certificate shall
describe such failure with particularity. The Officers' Certificate shall also
notify the Trustee should the relevant fiscal year end on any date other than
the current fiscal year end date.

              (b) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, promptly upon becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto. The Trustee shall not be deemed 

                                       52
<PAGE>   61
to have knowledge of any Default, any Event of Default or any such fact unless
one of its Trust Officers receives written notice thereof from the Company or
any of the Holders.

         SECTION 8 Reports and Other Information.

              (a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
deliver to the Trustee and to each Holder and to prospective purchasers of
Securities identified to the Company by the Holders of Transfer Restricted
Securities within 10 days after it is or would have been required to file them
with the SEC, annual and quarterly financial statements substantially equivalent
to financial statements that would have been included in reports filed with the
SEC, if the Company were subject to the requirements of Section 13 or 15(d) of
the Exchange Act, including, with respect to annual information only, a report
thereon by the Company's certified independent public accountants as such would
be required in such reports to the SEC, and, in each case, together with
management's discussion and analysis of financial condition and results of
operations which would be so required. Whether or not required by the rules and
regulations of the SEC, the Company shall file a copy of all such information
and reports with the SEC for public availability (unless the SEC will not accept
such a filing).

              (b) During any period in which the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the
Holders of Transfer Restricted Securities and prospective purchasers of Transfer
Restricted Securities, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act until such time
as either the Company has concluded an offer to exchange the Exchange Securities
for the Initial Securities or a registration statement relating to resales of
the Securities has become effective under the Securities Act. The Company shall
also furnish such information during the pendency of any suspension of
effectiveness of such resale registration statement.

         SECTION 9 Limitation on Status as Investment Company.

              Neither the Company nor any of its Subsidiaries shall be required
to register as an "investment company" (as that term is defined in the
Investment Company Act of 1940, 

                                       53
<PAGE>   62
as amended), or otherwise become subject to regulation as an investment company
under the Investment Company Act.

         SECTION 10 Limitation on Transactions with Affiliates.

         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, enter into any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction") or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions),
unless such Affiliate Transaction is made in good faith, the terms of such
Affiliate Transaction are fair and reasonable to the Company, such Guarantor or
such Subsidiary, as the case may be, and are on terms at least as favorable as
the terms which could be obtained by the Company, such Guarantor or such
Subsidiary, as the case may be, in a comparable transaction made on an
arm's-length basis with Persons who are not Affiliates.

         Without limiting the foregoing, any Affiliate Transaction or series of
related Affiliate Transactions (other than Exempted Affiliate Transactions) (i)
involving consideration to either party in excess of $3.0 million, must be
evidenced by a resolution of a committee of non-employee directors of the
Company who are disinterested with respect to such transaction (an "Independent
Committee"), set forth in an Officers' Certificate addressed and delivered to
the Trustee, certifying that (a) the terms of such Affiliate Transaction are
fair and reasonable to the Company, such Guarantor or such Subsidiary, as the
case may be, and no less favorable to the Company, such Guarantor or such
Subsidiary, as the case may be, than could have been obtained in an arm's-length
transaction with a non-Affiliate and (b) such Affiliate Transaction has been
approved by a majority of the members of an Independent Committee, and (ii)
involving consideration to either party in excess of $10.0 million must be
evidenced by a resolution of an Independent Committee in accordance with the
foregoing clause (i) and, prior to the consummation thereof, a written favorable
opinion as to the fairness of such transaction to the Company, such Guarantor or
such Subsidiary, as the case may be, from a financial point of view from an
independent investment banking firm of national reputation having assets in
excess of $1.0 billion.

         SECTION 11 Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock.

                                       54
<PAGE>   63
         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur,
become directly or indirectly liable with respect to (including as a result of
an Acquisition), or otherwise become responsible for, contingently or otherwise
(individually and collectively, to "incur" or, as appropriate, an "incurrence"),
any Indebtedness or any Disqualified Capital Stock from and after the Issue Date
(including Acquired Indebtedness). Notwithstanding the foregoing:

              (a) if (i) no Default or Event of Default shall have occurred and
     be continuing at the time of, or would occur after giving effect on a pro
     forma basis to, such incurrence of Indebtedness or Disqualified Capital
     Stock and the application of the proceeds therefrom and (ii) on the date of
     such incurrence (the "Incurrence Date"), the Consolidated Interest Coverage
     Ratio of the Company for the Reference Period immediately preceding the
     Incurrence Date, after giving effect on a pro forma basis to such
     incurrence of such Indebtedness or Disqualified Capital Stock and, to the
     extent set forth in the definition of Consolidated Interest Coverage Ratio,
     the use of proceeds therefrom, would be at least 2.5 to 1.0, the Company
     and the Guarantors may Incur such Indebtedness or Disqualified Capital
     Stock;

              (b) the Company and the Guarantors may incur Indebtedness
     evidenced by the Securities and the Guarantees pursuant to the Indenture up
     to the amounts specified therein as of the Issue Date;

              (c) The Company and the Guarantors may incur Indebtedness pursuant
     to the Credit Agreement up to an aggregate amount outstanding (including
     any Indebtedness issued to refinance, refund or replace such Indebtedness
     in whole or in part) at any time not to exceed the greater of (A) $75.0
     million, minus the amount of any such Indebtedness retired with the Net
     Cash Proceeds from any Asset Sale or assumed by a transferee in an Asset
     Sale; provided that this reduction shall not apply to a reduction of any
     Indebtedness under a revolving credit or similar facility to the extent
     that such Net Cash Proceeds are used to finance working capital
     requirements in the ordinary course of business or (B) the Borrowing Base;

              (d) The Company and the Guarantors may incur Indebtedness (in
     addition to Indebtedness permitted by 

                                       55
<PAGE>   64
     any other clause of this paragraph) in an aggregate amount outstanding at
     any time (including any Indebtedness issued to refinance, replace or refund
     such Indebtedness in whole or in part) of up to $25.0 million, less the
     aggregate amount of any Indebtedness incurred by the Foreign Subsidiaries
     pursuant to clause (k) of this Section 4.11 and outstanding at such time;

              (e) The Company and the Guarantors, as applicable, may incur
     Refinancing Indebtedness with respect to any Indebtedness or Disqualified
     Capital Stock, as applicable, described in clauses (a), (b) and (g) of this
     Section 4.11;

              (f) The Company may incur Indebtedness to any Wholly-Owned
     Guarantor, and any Guarantor may incur Indebtedness to any other
     Wholly-Owned Guarantor or to the Company; provided, that such obligations
     shall be unsecured and subordinated in all respects to the Company's or
     such Guarantor's obligations pursuant to the Securities or the Guarantees,
     respectively; and, provided, further, that if any Wholly-Owned Guarantor
     ceases to be a Wholly-Owned Guarantor of the Company or if the Company or
     any Wholly-Owned Guarantor transfers such Indebtedness to any Person (other
     than to the Company or another Wholly-Owned Guarantor), such events, in
     each case, shall constitute the incurrence of such Indebtedness by the
     Company or such Wholly- Owned Guarantor, as the case may be, at the time of
     such event;

              (g) The Company and the Guarantors may incur Indebtedness existing
     on the Issue Date;

              (h) The Company and its Guarantors may incur Indebtedness solely
     in respect of bankers acceptances, letters of credit, surety bonds and
     performance bonds (in each case to the extent that such incurrence does not
     result in the incurrence of any obligation for the payment of borrowed
     money of others) issued in the ordinary course of business consistent with
     past practice; provided, however, that the aggregate principal amount
     outstanding of such Indebtedness (including any Indebtedness issued to
     refinance, refund or replace such Indebtedness) shall at no time exceed
     $5.0 million outstanding at any time;

              (i) The Company and the Guarantors may incur Indebtedness
     represented by Hedging and Interest Swap Obligations entered into in the
     ordinary course of 

                                       56
<PAGE>   65
     business related to Indebtedness of the Company and the Guarantors
     otherwise permitted to be incurred pursuant to this Indenture not exceeding
     the underlying obligations;

              (j) The Foreign Subsidiaries may incur Non- Recourse Indebtedness
     in an aggregate amount outstanding at any time (including any Non-Recourse
     Indebtedness issued to refinance, replace or refund such Non-Recourse
     Indebtedness in whole or in part) of up to $20.0 million, less the
     aggregate amount of any indebtedness incurred by the Foreign Subsidiaries
     pursuant to clause (k) of this Section 4.11 and outstanding at such time;

              (k) The Foreign Subsidiaries may incur Indebtedness in an
     aggregate amount outstanding at any time (including any Indebtedness issued
     to refinance, replace or refund such Indebtedness in whole or in part) of
     up to $5.0 million; and

              (l) Any Foreign Subsidiary may incur Indebtedness up to an
     aggregate amount outstanding (including any Indebtedness issued to
     refinance, replace or refund such Indebtedness in whole or in part) at any
     time not to exceed the Foreign Subsidiary Borrowing Base of such Foreign
     Subsidiary.

         Indebtedness of any Person which is outstanding at the time such Person
becomes a Subsidiary of the Company or is merged with or into or consolidated
with the Company or a Subsidiary of the Company shall be deemed to have been
incurred at the time such Person becomes such a Subsidiary of the Company or is
merged with or into or consolidated with the Company or a Subsidiary of the
Company, as applicable.

         SECTION 12 Limitations on Dividends and Other Payment Restrictions
Affecting Subsidiaries.

         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly, create, assume or suffer to exist
any consensual restriction on the ability of any Subsidiary of the Company to
pay dividends or make other distributions to or on behalf of, or otherwise to
transfer assets or property to, or make or pay loans or advances to or on behalf
of, the Company or any Subsidiary of the Company, except (a) restrictions
imposed by the Securities or this Indenture, (b) restrictions imposed by
applicable law, (c) existing restrictions under specified Indebtedness
outstanding on the Issue Date 

                                       57
<PAGE>   66
or under any Acquired Indebtedness not incurred in violation of this Indenture
or any agreement relating to any property, asset, or business acquired by the
Company or any of its Subsidiaries, which restrictions, in each case, existed at
the time of acquisition, were not put in place in connection with or in
anticipation of such acquisition and are not applicable to any Person, other
than to the Person acquired, or to any property, asset or business, other than
the property, assets and business so acquired, (d) any such restriction or
requirement imposed by Indebtedness incurred under paragraph (c) of Section 4.11
hereof, provided such restriction or requirement is no more restrictive than
that imposed by the Credit Agreement in effect as of the Issue Date, (e)
restrictions with respect solely to a Subsidiary of the Company imposed pursuant
to a binding agreement which has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of such Subsidiary,
provided such restrictions apply solely to the Capital Stock or assets of such
Subsidiary which are being sold, (f) in connection with and pursuant to
permitted Refinancings, replacements of restrictions imposed pursuant to clause
(c) of this paragraph that are not more restrictive than those being replaced
and do not apply to any other Person or assets than those that would have been
covered by the restrictions in the Indebtedness so refinanced, (g) customary
provisions restricting subletting or assignment of any lease entered into in the
ordinary course of business, consistent with industry practice and (h) any Lien
permitted by Section 4.13 hereof.

         SECTION 13 Limitation on Liens.

         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly, create, incur, assume or suffer
to exist any Lien (other than Permitted Liens) on any of their respective assets
or property, whether now owned or hereinafter acquired, or on any income or
profits therefrom or assign or convey any right to receive income therefrom
securing (i) any Indebtedness of the Company unless the Securities are equally
and ratably secured or (ii) any Indebtedness of a Guarantor unless the
Guarantees are equally and ratably secured; provided, however, that if such
Indebtedness is by its terms expressly subordinate to the Securities or the
Guarantees, the Lien securing such Indebtedness shall be subordinate and junior
to the Lien securing the Securities or the Guarantees, with the same relative
priority as such Subordinated Indebtedness shall have with respect to the
Securities or the Guarantees, as the case may be.

                                       58
<PAGE>   67
         SECTION 14 Limitation on Asset Sales.

              (a) The Company and the Guarantors shall not, and shall not permit
any of their Subsidiaries to, directly or indirectly, consummate an Asset Sale
to any Person other than the Company or a Wholly-Owned Guarantor unless (i) the
Company (or the Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale which is at least equal to the fair market value (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive and evidenced by a Board Resolution set forth
in an Officers' Certificate delivered to the Trustee) of the assets sold or
otherwise subject to disposition and (ii) at least 80% of the consideration
therefor received by the Company or such Subsidiary is in the form of Cash or
Cash Equivalents; provided that the amount of (x) any liabilities (as shown on
the Company's or such Subsidiary's most recent balance sheet or in the notes
thereto) of the Company or any Subsidiary (other than liabilities that are by
their terms subordinated to the Securities) that are assumed by the transferee
of any such assets, and (y) any notes or other obligations received by the
Company or any such Subsidiary from such transferee that are immediately
converted by the Company or such Subsidiary into Cash or Cash Equivalents (to
the extent of the Cash or Cash Equivalents received) will be deemed to be Cash
for purposes of this provision.

              (b) Within 270 days after the date of any Asset Sale, the Company
may apply the Net Cash Proceeds from such Asset Sale to either (i) permanently
reduce outstanding Indebtedness, other than Subordinated Indebtedness, of the
Company or the Subsidiary whose assets were sold in such Asset Sale, provided
that any such reduction of Indebtedness of such Subsidiary shall not exceed the
amount of Net Cash Proceeds received from the sale of assets of such Subsidiary
or (ii) acquire property or assets to be used in any Related Business; provided
that when any proceeds not in the form of Cash or Cash Equivalents become Net
Cash Proceeds, the requirements contained in this paragraph shall apply thereto.
Pending the final application of any such Net Cash Proceeds, the Company may
temporarily invest such Net Cash Proceeds in Cash Equivalents or reduce
outstanding Indebtedness under the Credit Agreement. Any Net Cash Proceeds from
an Asset Sale that are not applied or invested as provided in the second
sentence of this paragraph will be deemed to constitute "Excess Proceeds."

              (c) When the aggregate amount of Excess Proceeds exceeds $5.0
million, the Company shall, within 30 

                                       59
<PAGE>   68
days of the occurrence of such event, make an offer to all Holders of Securities
(an "Asset Sale Offer") to purchase the maximum principal amount of Securities
that may be purchased out of the Excess Proceeds, at an offer price in cash (the
"Asset Sale Offer Price") in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the
date fixed for the closing of such Asset Sale Offer (which shall be 20 Business
Days (or such later date as may be required by applicable law, rule or
regulation) following the commencement of such Asset Sale Offer (the "Asset Sale
Offer Period")), in accordance with the procedures set forth herein.

              (d) Within such 30-day period referred to in (c) above, the
Company shall mail a notice to each Holder stating: (1) that the Asset Sale
Offer is being made pursuant to this Section 4.14 and that the Company will
purchase the maximum principal amount of Securities that may be purchased out of
the Excess Proceeds; (2) the Asset Sale Offer Price and the purchase date, which
shall be no sooner than 30 nor later than 60 days from the date such notice is
mailed (the "Asset Sale Payment Date"); (3) that any Security, or portion
thereof, not tendered or accepted for payment will continue to accrue interest
and Liquidated Damages, if any; (4) that, unless the Company defaults in
depositing Cash with the Paying Agent in accordance with (e) below or such
payment is otherwise prohibited, any Security, or portion thereof, accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest and
Liquidated Damages, if any, after the Asset Sale Payment Date; (5) that Holders
electing to have any Securities purchased pursuant to such Asset Sale Offer will
be required to surrender the Securities, and complete the section entitled
"Option of Holder to Elect Purchase" on the reverse of the Securities or
transfer beneficial ownership of such Securities by book-entry transfer, to the
Company, the Depository (if appointed by the Company), or the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Asset Sale Payment Date; (6) that Holders will be
entitled to withdraw their elections, in whole or in part, if the Company, the
Depository or the Paying Agent, as the case may be, receives, not later than the
close of business on the third Business Day preceding the Asset Sale Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Securities the Holder is withdrawing,
and a statement that such Holder is withdrawing his election to have such
principal amount of Securities purchased; (7) that Holders whose Securities are
being purchased only in part will be issued new Securities equal in 

                                       60
<PAGE>   69
principal amount to the unpurchased portion of the Securities surrendered (or
transferred by book-entry transfer), provided that the principal amount of such
unpurchased portion must be equal to $1,000 or an integral multiple thereof; and
(8) a brief description of the circumstances and relevant facts regarding such
Asset Sale. Any such Asset Sale Offer shall comply with all applicable
provisions of Federal and state laws, including those regulating tender offers,
if applicable, and any provisions of this Indenture which conflict with such
laws (A) shall be deemed to be superseded by the provisions of such laws and (B)
shall not be deemed to have been breached by virtue thereof.

              (e) On or before an Asset Sale Payment Date, the Company shall, to
the extent lawful, (1) accept for purchase all Securities or portions thereof in
minimum denominations of $1,000 or integral multiples thereof properly tendered
pursuant to the Asset Sale Offer (subject to (f) below), (2) deposit with the
Paying Agent an amount equal to the Asset Sale Offer Price in respect of all
Securities or portions thereof so tendered (subject to (f) below) and (3)
deliver or cause to be delivered to the Trustee the Securities so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Securities or portions thereof being purchased by the Company. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly mail to each
Holder of Securities so accepted payment in an amount equal to the Asset Sale
Offer Price for such Securities or portions thereof, and the Trustee shall
promptly authenticate and mail or deliver (or cause to be transferred by book
entry) to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered; provided, that each such new
Security shall be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Asset Sale Offer
on or as soon as practicable after the Asset Sale Payment Date.

              (f) To the extent that the aggregate amount of Securities tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use the excess of such Excess Proceeds for general corporate purposes. If
the aggregate principal amount of Securities tendered by Holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Securities or
portions thereof in minimum denominations of $1,000 to be purchased on a pro
rata basis. Upon completion of such Asset Sale Offer, the amount of Excess
Proceeds shall be reset to zero.

                                       61
<PAGE>   70
              (g) Notwithstanding the foregoing, $2.0 million of Net Cash
Proceeds received from Asset Sales in any fiscal year shall not constitute
Excess Proceeds and thus shall not be subject to the restrictions contained in
this Section 4.14.

              (h) The Company and the Guarantors will not, and will not permit
any of their Subsidiaries to, directly or indirectly, make any Asset Sale of any
of the Capital Stock of any Subsidiary of the Company except pursuant to an
Asset Sale of all of the Capital Stock of such Subsidiary.

         SECTION 15 Waiver of Stay, Extension or Usury Laws.

         Each of the Company and the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company or any Guarantor from paying all or any portion of the principal of,
premium, if any, interest or Liquidated Damages, if any, on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) each of the Company and the Guarantors 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.

         SECTION 16 Limitation on Sale and Leaseback Transactions.

         The Company and the Guarantors shall not, and shall not permit any of
their Subsidiaries to, enter into any Sale and Leaseback Transaction unless
either (a) at the time such transaction is entered into, the Company or such
Guarantor, as the case may be, would be able to incur Indebtedness in an amount
equal to the Attributable Indebtedness, and Liens, if any, with respect to such
Sale and Leaseback Transaction pursuant to Sections 4.11 and 4.13 hereof or (b)
the Company or such Guarantor receives proceeds from such Sale and Leaseback
Transaction at least equal to the fair market value thereof (as determined in
good faith by the Company's Board of Directors, whose determination in good
faith, evidenced by a resolution of such Board, shall be conclusive) and such
proceeds are applied in 

                                       62
<PAGE>   71
the same manner and to the same extent as the Net Cash Proceeds and Excess
Proceeds from an Asset Sale pursuant to Section 4.14 hereof.

         SECTION 17 Limitation on Lines of Business.

         Neither the Company nor any of its Subsidiaries shall directly or
indirectly engage to any substantial extent in any line or lines of business
activity other than that which, in the reasonable good faith judgment of the
Board of Directors of the Company, is a Related Business.

         SECTION 18 Future Guarantors.

         All present and future Subsidiaries of the Company (other than any
Foreign Subsidiary) jointly and severally shall guarantee irrevocably and
unconditionally all principal, premium, interest and Liquidated Damages on the
Securities on a senior basis, all in accordance with Article XI hereof.

                                       63
<PAGE>   72
                                    ARTICLE V

                              SUCCESSOR CORPORATION

         SECTION 1 Limitation on Merger, Sale or Consolidation.

              (a) The Company shall not, directly or indirectly, consolidate
with or merge with or into another Person or sell, lease, convey or transfer all
or substantially all of its assets (computed on a consolidated basis), whether
in a single transaction or a series of related transactions, to another Person
or group of affiliated Persons, unless (i) either (a) the Company is the
continuing entity or (b) the resulting, surviving or transferee entity is a
corporation organized under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by supplemental indenture all of
the obligations of the Company in connection with the Securities and this
Indenture; (ii) no Default or Event of Default shall exist or shall occur
immediately before or after giving effect on a pro forma basis to such
transaction; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Consolidated Net Worth of the consolidated resulting, surviving
or transferee entity is at least equal to the Consolidated Net Worth of the
Company immediately prior to such transaction; and (iv) immediately after giving
effect to such transaction on a pro forma basis, the consolidated resulting,
surviving or transferee entity would immediately thereafter be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio set forth in Section 4.11(a) hereof.

              (b) For purposes of clause (a), the sale, lease, conveyance,
assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

         SECTION 2 Successor Corporation Substituted.

         Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1
hereof, the successor corporation formed by such consolidation or into which the
Company 

                                       64
<PAGE>   73
is merged or to which such transfer is made, shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named herein as the Company, and when a successor corporation duly assumes all
of the obligations of the Company pursuant hereto and pursuant to the
Securities, the Company shall be released from such obligations (except with
respect to any obligations that arise from, or are related to, such
transaction).

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 1 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 caused voluntarily or involuntarily or effected, without limitation, by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

              (1) failure to pay any installment of interest or Liquidated
     Damages, if any, upon the Securities as and when the same becomes due and
     payable, and the continuance of such default for a period of 30 days;

              (2) failure to pay all or any part of the principal of, or
     premium, if any, on the Securities when and as the same becomes due and
     payable at maturity, upon redemption, by acceleration or otherwise,
     including, without limitation, payment of the Change of Control Purchase
     Price in accordance with Article X or the Asset Sale Offer Price in
     accordance with Section 4.14;

              (3) failure by the Company to comply with the provisions of
     Article V;

              (4) failure by the Company to comply with the provisions of
     Sections 4.3, 4.11, 4.14 (other than a failure to repurchase Securities
     when required) and 10.1 (other than a failure to repurchase Securities when
     required), and the continuance of such failure for a period of 10 days
     after there has been given, by registered or certified mail, to the Company
     by the Trust-

                                       65
<PAGE>   74
     ee, or to the Company and the Trustee by Holders of at least 25% in
     aggregate principal amount of the outstanding Securities, a written notice
     specifying such default or breach, requiring it to be remedied and stating
     that such notice is a "Notice of Default" hereunder;

              (5) failure by the Company or any Guarantor to observe or perform
     any covenant or agreement contained in the Securities or this Indenture
     (other than a default in the performance of any covenant or agreement which
     is specifically dealt with elsewhere in this Section 6.1), and continuance
     of such failure for a period of 30 days after there has been given, by
     registered or certified mail, to the Company by the Trustee, or to the
     Company and the Trustee by Holders of at least 25% in aggregate principal
     amount of the outstanding Securities, a written notice specifying such
     default or breach, requiring it to be remedied and stating that such notice
     is a "Notice of Default" hereunder;

              (6) a default under Indebtedness of the Company or any of its
     Subsidiaries with an aggregate principal amount in excess of $5.0 million
     (a) resulting from the failure to pay principal of, premium, if any, or
     interest on such Indebtedness prior to the expiration of the grace period
     provided in such Indebtedness or (b) as a result of which the maturity of
     such Indebtedness has been accelerated prior to its stated maturity;

              (7) the failure by the Company or any of its Subsidiaries to pay
     final judgments aggregating in excess of $5.0 million if (A) any creditor
     has commenced an enforcement proceeding with respect to such final
     judgements or (B) such final judgments remain undischarged for a period
     (during which execution shall not be effectively stayed) of 45 days after
     their entry;

              (8) a decree, judgment or order by a court of competent
     jurisdiction shall have been entered adjudicating the Company or any of its
     Significant Subsidiaries as bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization of the Company or any of its
     Significant Subsidiaries under any bankruptcy or similar law, and such
     decree or order shall have continued undischarged and unstayed for a period
     of 60 days; or a decree or order of a court of 

                                       66
<PAGE>   75
     competent jurisdiction over the appointment of a Custodian of the Company
     or any of its Significant Subsidiaries, or of the property of any such
     Person, or for the winding up or liquidation of the affairs of any such
     Person, shall have been entered, and such decree, judgment or order shall
     have remained in force undischarged and unstayed for a period of 60 days;
     or

              (9) the Company or any of its Significant Subsidiaries shall
     institute proceedings to be adjudicated a voluntary bankrupt, or shall
     consent to the filing of a bankruptcy proceeding against it, or shall file
     a petition or answer or consent seeking reorganization under any bankruptcy
     or similar law or similar statute, or shall consent to the filing of any
     such petition, or shall consent to the appointment of a Custodian of it or
     any of its assets or property, or shall make a general assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due, or shall, within the meaning of any
     Bankruptcy Law, become insolvent, fail generally to pay its debts as they
     become due, or take any corporate action in furtherance of or to
     facilitate, conditionally or otherwise, any of the foregoing.

         Notwithstanding the 10-day period and notice requirement contained in
Section 6.1(4) above, (i) with respect to a default under Article X the 10-day
period referred to in Section 6.1(4) shall be deemed to have begun as of the
date the Change of Control notice is required to be sent in the event that the
Company has not complied with the provisions of Section 10.1, and the Trustee or
Holders of at least 25% in principal amount of the outstanding Securities
thereafter give the Notice of Default referred to in Section 6.1(4) to the
Company and, if applicable, the Trustee; provided, however, that if the breach
or default is a result of a default in the payment when due of the Change of
Control Purchase Price, such default shall be deemed, for purposes of this
Section 6.1, to arise no later than on such due date; and (ii) with respect to a
default under Section 4.14, the 10-day period referred to in Section 6.1(4)
shall be deemed to have begun as of the date the notice of an Asset Sale Offer
is required to be sent in the event that the Company has not complied with the
provisions of Section 4.14 requiring the giving of such notice, and the Trustee
or Holders of at least 25% in principal amount of the outstanding Securities
thereafter give the Notice of Default referred to in Section 6.1(4) to the
Company and, if applicable, the Trustee; provided, however, that if the breach
or 

                                       67
<PAGE>   76
default is a result of a default in the payment when due of the Asset Sale Offer
Price, such default shall be deemed, for purposes of this Section 6.1, to arise
no later than on such due date.

         If a Default occurs and is continuing, the Trustee must, within 90 days
after the occurrence of such default, give to the Holders notice of such
default.

         SECTION 2 Acceleration of Maturity Date; Rescission and Annulment.

         If an Event of Default occurs and is continuing (other than an Event of
Default specified in Section 6.1(8) or (9) relating to the Company or any of its
Significant Subsidiaries), then, and in every such case, unless the principal of
all of the Securities shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
then outstanding Securities, by notice in writing to the Company (and to the
Trustee if given by Holders) (an "Acceleration Notice"), may declare all
principal (and premium, if any) and accrued interest and Liquidated Damages, if
any, of the Securities (or the Change of Control Payment if the Event of Default
includes failure to pay the Change of Control Payment), determined as set forth
below, to be due and payable immediately. In the event a declaration of
acceleration (or a Default which, after the giving of notice, the lapse of time
or both) resulting from an Event of Default described in Section 6.1(6) or (7)
above has occurred and is continuing, such declaration of acceleration or such
Default, as the case may be, shall be automatically annulled if such default is
cured or waived or the holders of the Indebtedness which is the subject of such
default have rescinded their declaration of acceleration in respect of such
Indebtedness within 30 days thereof (in the case of an Event of Default under
Section 6.1(6) above) or 45 days thereof (in the case of an Event of Default
under Section 6.1(7) above) and the Trustee has received written notice of such
cure, waiver or rescission and no other Event of Default described in Section
6.1(6) or (7) as applicable, has occurred that has not been cured or waived, or
as to which the declaration has not been rescinded, within such specified number
of days of the declaration of such acceleration in respect of such Indebtedness.
If an Event of Default specified in Section 6.1(8) or (9) relating to the
Company or any Significant Subsidiary occurs, all principal (and premium, if
any) and accrued interest thereon will be immediately due and payable on all
outstanding Securities without any declaration or other act on the part of
Trustee or the Holders.

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<PAGE>   77
         At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of a
majority in aggregate principal amount of then outstanding Securities, by
written notice to the Company and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

              (1) the Company has paid or deposited with the Trustee Cash
     sufficient to pay

                  (A) all overdue interest and Liquidated Damages, if any, on
         all Securities,

                  (B) the principal of, and premium, if any, payable with
         respect to any Securities which would become due other than by reason
         of such declaration of acceleration, and interest thereon at the rate
         borne by the Securities,

                  (C) to the extent that payment of such interest is lawful,
         interest upon overdue interest and Liquidated Damages, if any, at the
         rates set forth in the Securities,

                  (D) all sums paid or advanced by the Trustee hereunder and the
         compensation, expenses, disbursements and advances of the Trustee and
         its agents and counsel and any other amounts due the Trustee under
         Section 7.7, and

              (2) all Events of Default, other than the non-payment of the
     principal of, premium, if any, and interest and Liquidated Damages, if any,
     on Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 6.12,
     including, if applicable, any Event of Default relating to the covenants
     contained in Section 10.1.

         Notwithstanding the previous sentence of this Section 6.2, no waiver
shall be effective against any Holder for any Event of Default or event which
with notice or lapse of time or both would be an Event of Default with respect
to any covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Security affected thereby, unless all
such affected Holders agree, in writing, to waive such Event of Default or other

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event. No such waiver shall cure or waive any subsequent default or impair any
right consequent thereon.

         SECTION 3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if an Event of Default in payment of
principal, premium, interest or Liquidated Damages specified in clause (1) or
(2) of Section 6.1 occurs and is continuing, the Company shall, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal, premium, if
any, interest and Liquidated Damages, if any, and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue principal,
premium, if any, interest or Liquidated Damages, if any, at the rates set forth
in the Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including compensation
to, and expenses, disbursements and advances of the Trustee and its agents and
counsel and all other amounts due to the Trustee under Section 7.7.

         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 in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

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

         SECTION 4 Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such 

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other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal,
premium, if any, interest or Liquidated Damages, if any) shall be entitled and
empowered, by intervention in such proceeding or otherwise to take any and all
actions under the TIA, including:

              (1) to file and prove a claim for the whole amount of principal,
     premium, if any, interest or Liquidated Damages, if any, owing and unpaid
     in respect of the Securities and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee and its agent and counsel and all
     other amounts due the Trustee under Section 7.7) and of the Holders allowed
     in such judicial proceeding, and

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

and any Custodian is hereby authorized by each Holder to make such payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

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

         SECTION 5 Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be 

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<PAGE>   80
brought in its own name as trustee of an express trust in favor of the Holders,
and any recovery of judgment shall, after provision for the payment of
compensation to, and expenses, disbursements and advances of the Trustee and its
agents and counsel and all other amounts due the Trustee under Section 7.7, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

         SECTION 6 Priorities.

         Any money collected by the Trustee pursuant to this Article VI 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, interest or Liquidated Damages, if any, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

         FIRST: To the Trustee in payment of all amounts due pursuant to Section
7.7;

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

         THIRD: To the Company, the Guarantors or such other Person as may be
lawfully entitled thereto, the remainder, if any.

         The Trustee may, but shall not be obligated to, fix a record date and
payment date for any payment to the Holders under this Section 6.6.

         SECTION 7 Limitation on Suits.

         No Holder or Holders of any Security or Securities shall have any right
to order or direct the Trustee to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

                                       72
<PAGE>   81
              (A) such Holder or Holders have previously given written notice to
     the Trustee of a continuing Event of Default;

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

              (C) such Holder or Holders have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities to be
     incurred or reasonably probable to be incurred in compliance with such
     request;

              (D) the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such proceeding;
     and

              (E) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in aggregate principal amount of the outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of
this Indenture or the Securities 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 the
Securities, except in the manner herein provided and for the equal and ratable
benefit of all the Holders.

         SECTION 8 Unconditional Right of Holders to Receive Principal, Premium,
Interest and Liquidated Damages.

         Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium, if any, interest and
Liquidated Damages, if any, on such Security on the dates such payments are
required to be made, as set forth in such Security (in the case of redemption,
the Redemption Price on the applicable Redemption Date, in the case of the
Change of Control Purchase Price, on the applicable Change of Control Payment
Date, and in the case of the Asset Sale Offer Price, on the Asset Sale Payment
Date) and to institute suit for the en-

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forcement of any such payment after such respective dates, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 9 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.7, 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 10 Delay or Omission Not Waiver.

         No delay or omission by the Trustee or by any Holder of any Security to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default. Every right and remedy given by this Article VI 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 11 Control by Holders.

         The Holder or Holders of a majority in aggregate principal amount of
then outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee, provided, that:

              (1) such direction shall not be in conflict with any applicable
     law (including the TIA) or with this Indenture,

              (2) the Trustee shall not determine that the action so directed
     would be unjustly prejudicial to the Holders not taking part in such
     direction or may subject the Trustee to personal liability, and

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<PAGE>   83
              (3) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.

         The record date for purposes of determining the identity of the Holders
of the Securities entitled to vote or consent to any action pursuant to this
Section 6.11 shall be determined as provided for in TIA Section 3.16(c).

         SECTION 12 Waiver of Past Default.

         Subject to Section 6.8, prior to the declaration of acceleration of the
maturity of the Securities, the Holder or Holders of not less than a majority in
aggregate principal amount of the outstanding Securities may, on behalf of all
Holders, waive any past default hereunder and its consequences, except a
default:

                  (A) in the payment of the principal of, premium, if any, or
     interest or Liquidated Damages, if any, on any Security as specified in
     clauses (1) and (2) of Section 6.1 which has not yet been cured; or

                  (B) in respect of a covenant or provision hereof which, under
     Article IX, cannot be modified or amended without the consent of the Holder
     of each outstanding Security affected.

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

         SECTION 13 Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that 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 to be taken by it as
Trustee, any court may in its discretion require the filing by any party to 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 to such suit, having due regard to the merits and good faith
of the claims or defenses made by such party; but the provisions of this Section
6.13 shall not apply to any suit instituted by 

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<PAGE>   84
the Company, 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% of the
aggregate principal amount of the outstanding Securities, or to any suit
instituted by any Holder for enforcement of the payment of principal of,
premium, if any, interest or Liquidated Damages, if any, on any Security on or
after the respective Maturity Date set forth in such Security (including, in the
case of redemption, on or after the Redemption Date).

         SECTION 14 Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Guarantors, the Trustee and
the Holders shall 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.

                                   ARTICLE VII

                                     TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

         SECTION 1 Duties of Trustee.

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

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

              (1) The Trustee need perform only those duties as are specifically
     set forth in this Indenture and no others, and no covenants or obligations
     shall be 

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<PAGE>   85
     implied in or read into this Indenture which are adverse to 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. However,
     in the case of any such certificates or opinions which by any provision
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture.

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

              (1) This paragraph does not limit the effect of paragraph (b) of
     this Section 7.1,

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

              (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.11.

              (d) 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 to take or omit to take any action
under this Indenture or at the request, order or direction of the Holders or in
the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

              (e) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
7.1.

              (f) The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company.
Assets held in trust 

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by the Trustee need not be segregated from other assets except to the extent
required by law.

         SECTION 2 Rights of Trustee.

         Subject to Section 7.1:

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

              (b) Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate or an Opinion of
Counsel, which shall conform to Sections 12.4 and 12.5. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such certificate or advice of counsel.

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

              (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture, nor for any action
permitted to be taken or omitted hereunder by any Agent.

              (e) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond, debenture
or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit.

              (f) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

              (g) Unless otherwise specifically provided for in this Indenture,
any demand, request, direction or notice from the Company or any Guarantor shall
be sufficient 

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if signed by an Officer of the Company or such Guarantor, as applicable.

              (h) The Trustee shall have no duty to inquire as to the
performance of the Company's or any Guarantor's covenants in Article IV hereof.
In addition, the Trustee shall not be deemed to have knowledge of any Default or
Event of Default except (i) any Event of Default occurring pursuant to Sections
5.1, 6.1(1), 6.1(2) or (ii) any Default or Event of Default of which the Trustee
shall have received written notification or obtained actual knowledge.

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

         SECTION 3 Individual Rights of Trustee.

         The Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Guarantor, any of their Subsidiaries, or their respective Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. Notwithstanding the foregoing, the Trustee must comply with
Sections 7.10 and 7.11 at all times.

         SECTION 4 Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities and it shall not be accountable for the
Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities, other than the Trustee's
certificate of authentication (if executed by the Trustee), or the use or
application of any funds received by a Paying Agent other than the Trustee.

         SECTION 5 Notice of Default.

         If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail at the Company's expense to each
Securityholder notice of the uncured Default or Event of Default within 90 days
after such Default or Event of Default occurs. Except 

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in the case of a Default or an Event of Default in payment of, principal of or
premium, if any, interest or Liquidated Damages, if any, on any Security
(including the payment of the Change of Control Purchase Price on the Change of
Control Payment Date, the payment of the Redemption Price on the Redemption Date
and the payment of the Asset Sale Offer Price on the Asset Sale Payment Date),
the Trustee may withhold the notice if and so long as a Trust Officer in good
faith determines that withholding the notice is in the interest of the
Securityholders.

         SECTION 6 Reports by Trustee to Holders.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee shall also comply with TIA Sections 313(b) and
313(c).

         The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system.

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Trustee and filed with the SEC and each stock exchange,
if any, on which the Securities are listed.

         SECTION 7 Compensation and Indemnity.

         The Company and the Guarantors jointly and severally agree to pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law concerning the
compensation of a trustee of an express trust. The Company and the Guarantors
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it in accordance with this Indenture.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents, accountants, experts and counsel.

         The Company and the Guarantors jointly and severally agree to indemnify
the Trustee (in its capacity as Trustee) and each of its officers, directors,
attorneys-in-fact and agents for, and hold it harmless against, any claim,
demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel), loss or
liability incurred by 

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<PAGE>   89
it without negligence or bad faith on the part of the Trustee, arising out of or
in connection with the administration of this trust and its rights or duties
hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. The Company and the Guarantors shall defend the claim and the Trustee
shall provide reasonable cooperation at the Company's and the Guarantors'
expense in the defense. The Trustee may have separate counsel and the Company
and the Guarantors shall pay the reasonable fees and expenses of such counsel;
provided, that the Company and the Guarantors will not be required to pay such
fees and expenses if they assume the Trustee's defense and there is no conflict
of interest between the Company and the Guarantors and the Trustee in connection
with such defense. The Company and the Guarantors need not pay for any
settlement made without their written consent. The Company and the Guarantors
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

         To secure the Company's and the Guarantors' payment obligations in this
Section 7.7, the Trustee shall have a claim prior to the Securities on all
assets held or collected by the Trustee in its capacity as Trustee, except
assets held in trust to pay principal of, premium, if any, interest or
Liquidated Damages, if any, on the Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Company's and the Guarantors' obligations under this Section 7.7
and any lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company's and the Guarantors' obligations pursuant
to Article VIII of this Indenture and any rejection or termination of this
Indenture under any Bankruptcy Law.

         SECTION 8 Replacement of Trustee.

         The Trustee may resign by so notifying the Company in writing, to
become effective upon the appointment of a successor trustee. The Holder or
Holders of a majority in aggregate principal amount of the outstanding
Securities may 

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remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor trustee with the Company's consent. The Company may
remove the Trustee if:

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

              (b) the Trustee is adjudged bankrupt or insolvent;

              (c) a receiver, Custodian or other public officer takes charge of
     the Trustee or its property; or

              (d) the Trustee becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
7.7 have been paid, the retiring Trustee shall transfer all property held by it
as trustee to the successor Trustee, subject to the lien provided in Section
7.7, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

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

         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company and the Guarantors' 

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obligations under Section 7.7 shall continue for the benefit of the retiring
Trustee.

         SECTION 9 Successor Trustee by Merger, Etc.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

         SECTION 10 Eligibility; Disqualification.

         The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus of
at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

         SECTION 11 Preferential Collection of Claims Against Company.

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

                                  ARTICLE VIII

      LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE

         SECTION 1 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at its option and at any time, elect to have Section
8.2 or Section 8.3 applied to all outstanding Securities upon compliance with
the conditions set forth below in this Article VIII.

         SECTION 2 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.2, the Company and the Guarantors shall be deemed to have been
discharged from their respective obligations with respect to all outstanding

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<PAGE>   92
Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 and the other
Sections of this Indenture referred to in (a) and (b) below, and the Company and
the Guarantors shall be deemed to have satisfied all of their other respective
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in
Section 8.4, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Liquidated Damages, if any, on
such Securities when such payments are due, (b) the Company's obligations with
respect to such Securities under Sections 2.4, 2.6, 2.7, 2.10 and 4.2, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
obligations of the Company and the Guarantors in connection therewith and (d)
this Article VIII. Upon Legal Defeasance as provided herein, the Guarantee of
each Guarantor shall be fully released and discharged and the Trustee shall
promptly execute and deliver to the Company any documents reasonably requested
by the Company to evidence or effect the foregoing. Subject to compliance with
this Article VIII, the Company may exercise its option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3 with respect
to the Securities.

         SECTION 3 Covenant Defeasance.

         Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, the Company and the Guarantors shall be released from their
respective obligations under the covenants contained in Sections 4.3, 4.5, 4.6,
4.7, 4.8(a), 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 and Article V with
respect to the outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the
Securities shall thereafter be deemed not "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

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<PAGE>   93
respect to the outstanding Securities, neither the Company nor any Guarantor
need comply with and shall have any liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document (and Sections 6.1(3), (4) and (5) shall not apply to any such
covenant), but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby. In addition, upon the Company's
exercise under Section 8.1 of the option applicable to this Section 8.3,
Sections 6.1(6) and 6.1(7) shall not constitute Events of Default.

         SECTION 4 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.2 or Section 8.3 to the outstanding Securities:

              (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this Article VIII
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (i) Cash in an amount, or
(ii) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, Cash in an
amount, or (iii) a combination thereof, in such amounts, as in each case will be
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, interest and Liquidated Damages, if any, on the outstanding Securities on
the stated maturity or on the applicable Redemption Date, as the case may be, of
such principal or installment of principal, premium, interest or Liquidated
Damages; provided that the Trustee shall have been irrevocably instructed to
apply such Cash and the proceeds of such U.S. Government Obligations to said
payments with respect to the Securities and the Holders of Securities must have
a 

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<PAGE>   94
valid, perfected, first priority security interest in such trust.

              (b) In the case of an election under Section 8.2, the Company
shall have delivered to the Trustee an Opinion of Counsel confirming that (i)
the Company has received from, or there has been published by, the Internal
Revenue Service, a ruling or (ii) since the date 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 outstanding
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such Legal Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

              (c) In the case of an election under Section 8.3, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the outstanding Securities will not recognize income, gain or loss
for Federal income tax purposes as a result of such Covenant Defeasance and will
be subject to Federal income tax in the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred;

              (d) No Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as
Section 6.1(8) or 6.1(9) is concerned, at any time in the period ending on the
91st day after the date of such deposit (it being understood that this condition
is a condition subsequent which shall not be deemed satisfied until the
expiration of such period, but in the case of Covenant Defeasance, the covenants
which are defeased under Section 8.3 will cease to be in effect unless an Event
of Default under Section 6.1(8) or 6.1(9) occurs during such period);

              (e) Such Legal 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, the Guarantors
or any of their Subsidiaries is a party or by which any of them is bound;

              (f) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Company pursuant to its
election under Section 

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<PAGE>   95
8.2 or 8.3 was not made by the Company with the intent of preferring the Holders
over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others;
and

              (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in, in the case of the Officers' Certificate, (a) through
(f) and, in the case of the Opinion of Counsel, clauses (a) (with respect to the
validity and perfection of the security interest), (b) (if applicable), (c) and
(e) of this Section 8.4 have been complied with.

         SECTION 5 Deposited Cash and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

         Subject to Section 8.6, all Cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant
to Section 8.4 in respect of the outstanding Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         SECTION 6 Repayment to the Company.

              (a) Anything in this Article VIII to the contrary notwithstanding,
the Trustee or the Paying Agent, as applicable, shall deliver or pay to the
Company from time to time, upon the request of the Company, any Cash or U.S.
Government Obligations held by it as provided in Section 8.4 hereof which in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.4(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

              (b) Any Cash and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust 

                                       87
<PAGE>   96
for the payment of the principal of, premium, if any, interest or Liquidated
Damages, if any, on any Security and remaining unclaimed for two years after
such principal, premium, interest or Liquidated Damages have become due and
payable shall be paid to the Company on its request; and the Holder of such
Security shall thereafter look only to the Company and the Guarantors for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

         SECTION 7 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any Cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3, 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 and the Guarantors under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is
permitted to apply such money in accordance with Section 8.2 and 8.3, as the
case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, interest or Liquidated Damages, if any, on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the Cash or U.S. Government Obligations held by the Trustee or
Paying Agent.

         SECTION 8 Satisfaction and Discharge.

         In addition to the Company's rights under Section 8.1, the Company may
terminate all of its obligations and the obligations of the Guarantors under
this Indenture when:

              (1) all Securities theretofore authenticated and delivered (other
     than Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 2.7) have been delivered to
     the Trustee for cancellation;

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<PAGE>   97
              (2) the Company or the Guarantors have paid or caused to be paid
     all other sums payable hereunder and under the Securities by the Company
     and the Guarantors; and

              (3) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent specified herein relating to the satisfaction and discharge of
     this Indenture have been complied with.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 1 Supplemental Indentures Without Consent of Holders.

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

              (1) to cure any ambiguity, defect or inconsistency, or to make any
     other provisions with respect to matters or questions arising under this
     Indenture which shall not be inconsistent with the provisions of this
     Indenture, provided such action pursuant to this clause (1) shall not
     adversely affect the interests of any Holder in any respect;

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

              (3) to add to the covenants of the Company or the Guarantors for
     the benefit of the Holders, or to surrender any right or power herein
     conferred upon the Company or the Guarantors or to make any other change
     that does not adversely affect the legal rights of any Holder under the
     Indenture, provided, that the Company or the Guarantors have delivered to
     the Trustee an Opinion of Counsel stating that such change does not
     adversely affect the rights of any Holder;

              (4) to provide collateral for the Securities or additional
     Guarantors of the Securities;

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<PAGE>   98
              (5)  to evidence the succession of another Person to the Company,
     and the assumption by any such successor of the obligations of the Company
     herein and in the Securities in accordance with Article V;

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

              (7)  to provide for the issuance and authorization of the Exchange
     Securities; 

              (8)  to release any Guarantor that ceases to be a Subsidiary of 
     the Company pursuant to Section 11.4 from its Guarantee;

              (9)  in any other case where a supplemental indenture is required
     or permitted to be entered into pursuant to the provisions of Article XI
     without the consent of any Holder; or

              (10) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities.

         SECTION 2 Amendments, Supplemental Indentures and Waivers with Consent
of Holders.

         Subject to Section 6.8, with the consent of the Holders of not less
than a majority in aggregate principal amount of then outstanding Securities
(including consents obtained in connection with a tender offer or exchange offer
for Securities), by written act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by a Board Resolution), the Guarantors
(when authorized by a Board Resolution) and the Trustee may amend or supplement
this Indenture or the Securities or enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or the
Securities or of modifying in any manner the rights of the Holders under this
Indenture or the Securities. Subject to Section 6.8, the Holder or Holders of
not less than a majority in aggregate principal amount of then outstanding
Securities may waive compliance by the Company or any Guarantor with any
provision of this Indenture or the Securities. Notwithstanding any of the above,
however, no such amendment, supplemental indenture or waiver shall, without the
consent of the Holder of each outstanding Security affected thereby:


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<PAGE>   99
                           (1)  reduce the percentage of principal amount of the
         outstanding Securities whose Holders must consent to an amendment,
         supplement or waiver of any provision of this Indenture or the
         Securities;

                           (2)  reduce the rate or extend the time for payment
         of interest on any Security;

                           (3)  reduce the principal amount of any Security, or
         reduce the Change of Control Purchase Price, the Asset Sale Offer Price
         or the Redemption Price;

                           (4)  change the Stated Maturity or the Change of 
         Control Purchase Date or the Asset Sale Offer Period of any Security;

                           (5)  alter the redemption provisions of Article III 
         or the provisions of Section 4.14 or Article XI in a manner adverse to
         any Holder;

                           (6)  make any changes in the provisions concerning 
         waivers of Defaults or Events of Default by Holders of the Securities
         or the rights of Holders to recover the principal of, premium, if any,
         interest or Liquidated Damages, if any, on, or redemption payment with
         respect to, any Security, including without limitation any changes in
         Section 6.8, 6.12 or this third sentence of this Section 9.2;

                           (7)  reduce the principal of, premium, if any, 
         interest or Liquidated Damages, if any, on any Security payable as
         provided for in this Indenture and the Securities (or change the place
         of payment where, or the coin, currency or manner in which, any
         Security or any principal, premium, interest or Liquidated Damages is
         payable); or

                           (8)  make any change to this Indenture that would 
         adversely affect the contractual ranking of the Securities.

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the 

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amendment, supplement or waiver. Any failure of the Company to mail such notice,
or any defect therein, shall not in any way impair or affect the validity of any
such supplemental indenture or waiver.

                  After an amendment, supplement or waiver under this Section
9.2 or Section 9.4 becomes effective, it shall bind each Holder.

                  The Company and the Guarantors shall not, and shall not permit
any of their Subsidiaries to, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
of any outstanding Securities for or as an inducement to any consent, waiver or
amendment of any terms or provisions of the outstanding Securities unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Securities which so consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.

                  SECTION 3 Compliance with TIA.

                  Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

                  SECTION 4 Revocation and Effect of Consents.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of his Security by written notice to
the Company or the Person designated by the Company as the Person to whom
consents should be sent if such revocation is received by the Company or such
Person before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and have not theretofore revoked such consent) to the amendment,
supplement or waiver.

                  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
amendment, supplement or waiver, which record date shall be the date so fixed by
the Company 


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notwithstanding the provisions of the TIA. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date, and only those Persons (or their
duly designated proxies), shall be entitled 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 for more than 90 days after
such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (8) of Section 9.2, in which case, the amendment, supplement
or waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal of, premium, if any, interest and Liquidated Damages, if any, on a
Security, on or after the respective dates set for such amounts to become due
and payable expressed in such Security, or to bring suit for the enforcement of
any such payment on or after such respective dates.

                  SECTION 5 Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee or require the Holder to put an appropriate notation on the
Security. The Trustee may place an appropriate notation on the Security briefly
describing the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company, in exchange for the Security,
shall issue and the Trustee shall authenticate a new Security that reflects the
changed terms. Any failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment, supplement or waiver.

                  SECTION 6 Trustee to Sign Amendments, Etc.

                  The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of 

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<PAGE>   102
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article IX is authorized or permitted by this
Indenture.


                                    ARTICLE X

                           RIGHT TO REQUIRE REPURCHASE

                  SECTION 1 Repurchase of Securities at Option of the Holder
Upon a Change of Control.

                           (a) In the event that a Change of Control occurs,
each Holder shall have the right, at such Holder's option, pursuant to an
irrevocable and unconditional offer by the Company (the "Change of Control
Offer") subject to the terms and conditions of this Indenture, to require the
Company to repurchase all or any part of such Holder's Securities (provided,
that the principal amount of such Securities at maturity must be $1,000 or an
integral multiple thereof) on a date selected by the Company that is no later
than 45 Business Days after the occurrence of such Change of Control (the
"Change of Control Purchase Date"), at a cash price (the "Change of Control
Purchase Price") equal to 101% of the principal amount thereof, plus (subject to
the right of Holders of record on a Record Date to receive interest and
Liquidated Damages, if any, due on an Interest Payment Date that is on or prior
to such repurchase date and subject to clause (b)(4) below) accrued and unpaid
interest and Liquidated Damages, if any, to and including the Change of Control
Purchase Date.

                           (b) In the event of a Change of Control, the Company
shall be required to commence an offer to purchase Securities (a "Change of
Control Offer") as follows:

                           (1) the Change of Control Offer shall commence within
         15 Business Days following the occurrence of the Change of Control;

                           (2) the Change of Control Offer shall remain open for
         20 Business Days, except to the extent that a longer period is required
         by applicable law, rule or regulation (the "Change of Control Offer
         Period");

                           (3) upon the expiration of a Change of Control Offer,
         the Company shall purchase all of the properly tendered Securities at
         the Change of Control Purchase Price;



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                           (4) if the Change of Control Purchase Date is on or
         after a Record Date and on or before the related interest payment date,
         any accrued interest and Liquidated Damages, if any, will be paid to
         the Person in whose name a Security is registered at the close of
         business on such Record Date, and no additional interest will be
         payable to Securityholders who tender Securities pursuant to the Change
         of Control Offer;

                           (5) the Company shall provide the Trustee and the
         Paying Agent with notice of the Change of Control Offer at least three
         Business Days before the commencement of any Change of Control Offer;
         and

                           (6) on or before the commencement of any Change of
         Control Offer, the Company or the Registrar (upon the request and at
         the expense of the Company) shall send, by first-class mail, a notice
         to each of the Securityholders, which (to the extent consistent with
         this Indenture) shall govern the terms of the Change of Control Offer
         and shall state:

                               (i)    that the Change of Control Offer is being
                  made pursuant to such notice and this Section 10.1 and that
                  all Securities, or portions thereof, tendered will be accepted
                  for payment;

                               (ii)   the Change of Control Purchase Price
                  (including the amount of accrued and unpaid interest, subject
                  to clause (b)(4) above), the Change of Control Purchase Date
                  and the Change of Control Put Date (as defined below);

                               (iii)  that any Security, or portion thereof, 
                  not tendered or accepted for payment will continue to accrue
                  interest and Liquidated Damages, if any;

                               (iv)   that, unless the Company defaults in
                  depositing Cash with the Paying Agent in accordance with the
                  last paragraph of this Article X or such payment is prevented,
                  any Security, or portion thereof, accepted for payment
                  pursuant to the Change of Control Offer shall cease to accrue
                  interest and Liquidated Damages, if any, after the Change of
                  Control Purchase Date;

                               (v)    that Holders electing to have a Security, 
                  or portion thereof, purchased pursuant to a Change of Control
                  Offer will be required to 

                                       95
<PAGE>   104
                  surrender the Security, with the section entitled "Option of
                  Holder to Elect Purchase" on the reverse of the Security
                  completed, to the Paying Agent (which may not for purposes of
                  this Section 10.1, notwithstanding anything in this Indenture
                  to the contrary, be the Company or any Affiliate of the
                  Company) at the address specified in the notice prior to the
                  close of business on the earlier of (a) the third Business Day
                  prior to the Change of Control Purchase Date and (b) the third
                  Business Day following the expiration of the Change of Control
                  Offer (such earlier date being the "Change of Control Put
                  Date");

                               (vi)   that Holders will be entitled to withdraw 
                  their election, in whole or in part, if the Paying Agent
                  (which may not for purposes of this Section 10.1,
                  notwithstanding anything in this Indenture to the contrary, be
                  the Company or any Affiliate of the Company) receives, up to
                  the close of business on the Change of Control Put Date, a
                  telegram, telex, facsimile transmission or letter setting
                  forth the name of the Holder, the principal amount of the
                  Securities the Holder is withdrawing and a statement that such
                  Holder is withdrawing his election to have such principal
                  amount of Securities purchased; and

                               (vii)  a brief description of the events 
                  resulting in such Change of Control.

                  Any such Change of Control Offer shall comply with all
applicable provisions of Federal and state laws, including those regulating
tender offers, if applicable, and any provisions of this Indenture which
conflict with such laws (A) shall be deemed to be superseded by the provisions
of such laws and (B) shall not be deemed to have been breached by virtue
thereof.

                  On or before the Change of Control Purchase Date, the Company
shall (i) accept for payment Securities or portions thereof properly tendered
pursuant to the Change of Control Offer and (ii) deposit with the Paying Agent
Cash sufficient to pay the Change of Control Purchase Price (together with
accrued and unpaid interest and Liquidated Damages, if any, subject to clause
(b)(4) above) for all Securities or portions thereof so tendered. Promptly
following the Change of Control Purchase Date the Company shall deliver to the
Registrar Securities so accepted, together with an Officers' Certificate listing
the Securities or por-


                                       96
<PAGE>   105
tions thereof being purchased by the Company. The Paying Agent shall on the
Change of Control Purchase Date or promptly thereafter mail to Holders of
Securities so accepted payment in an amount equal to the Change of Control
Purchase Price (together with accrued and unpaid interest and Liquidated
Damages, if any, subject to clause (b)(4) above), for such Securities (subject
to clause (b)(4) above), and the Trustee or its authenticating agent shall
promptly authenticate and the Registrar shall mail or deliver (or cause to be
transferred by book entry) to such Holders a new Security equal in principal
amount to any unpurchased portion of the Security surrendered; provided,
however, that each such new Security will be in a principal amount of $1,000 or
an integral multiple thereof. Any Securities 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 on or as soon as
practicable after the Change of Control Purchase Date.



                                   ARTICLE XI

                                    GUARANTEE

                  SECTION 1 Guarantee.

                           (a) In consideration of good and valuable 
consideration, the receipt and sufficiency of which is hereby acknowledged, to
the fullest extent permitted by applicable law, each of the Guarantors hereby
irrevocably and unconditionally guarantees (the "Guarantee"), jointly and
severally, on a senior basis, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company under this Indenture or the
Securities, that: (w) the principal of, premium, if any, interest and Liquidated
Damages, if any, on the Securities will be paid in full when due, whether on the
Maturity Date or on the applicable Interest Payment Date, by acceleration, call
for redemption, upon a Change of Control, an Asset Sale Offer or otherwise; (x)
all other obligations of the Company to the Holders or the Trustee under this
Indenture or the Securities will be promptly paid in full or performed, all in
accordance with the terms of this Indenture and the Securities; and (y) in case
of any extension of time of payment or renewal of any Securities or any of such
other obligations, they will be paid in full when due or performed in accordance
with the terms of the extension or renewal,

                                       97
<PAGE>   106
whether at maturity, by acceleration, call for redemption, upon a Change of
Control, upon an Asset Sale Offer or otherwise. Failing payment when due of any
amount so guaranteed for whatever reason, each Guarantor shall be jointly and
severally obligated, to pay the same before failure so to pay becomes an Event
of Default. If the Company or a Guarantor defaults in the payment of the
principal of, premium, if any, interest or Liquidated Damages, if any, on, the
Securities when and as the same shall become due, whether upon maturity,
acceleration, call for redemption, upon a Change of Control Offer, Asset Sale
Offer or otherwise, without the necessity of action by the Trustee or any
Holder, each Guarantor shall be required, jointly and severally, to promptly
make such payment in full.

                           (b) Each Guarantor hereby agrees, to the fullest
extent permitted by applicable law, that its obligations with regard to this
Guarantee shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any delay in obtaining or realizing upon or failure to obtain
or realize upon collateral, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstances that might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company or right to require the
prior disposition of the assets of the Company to meet its obligations, protest,
notice and all demands whatsoever and covenants that this Guarantee will not be
discharged (except to the extent released pursuant to Section 11.4) except by
complete performance of the obligations contained in the Securities and this
Indenture.

                           (c) If any Holder or the Trustee is required by any
court or otherwise to return to either the Company or any Guarantor, or any
Custodian or similar official acting in relation to either the Company or such
Guarantor, any amount paid by either the Company or such Guarantor to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect (except to the extent released
pursuant to Section 11.4). Each Guarantor agrees that it will not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between such
Guarantor, on the


                                       98
<PAGE>   107
one hand, and the Holders and the Trustee, on the other hand, (i) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Section
6.2 for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration as to the Company of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.2, those obligations
(whether or not due and payable) will forthwith become due and payable by each
of the Guarantors for the purpose of this Guarantee.

                           (d) Each Guarantor, and by its acceptance of a
Security issued hereunder, each Holder, hereby confirms that it is the intention
of all such parties that the guarantee by such Guarantor set forth in Section
11.1(a) not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee set forth in Section 11.1(a)
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to the following paragraph of this Section 11.1(d), result in the
obligations of such Guarantor under such Guarantee not constituting such a
fraudulent transfer or conveyance.

                  Each Guarantor that makes any payment or distribution under
Section 11.1(a) shall be entitled to a contribution from each other Guarantor
equal to its Pro Rata Portion of such payment or distribution. For purposes of
the foregoing, the "Pro Rata Portion" of any Guarantor means the percentage of
the net assets of all Guarantors held by such Guarantor, determined in
accordance with GAAP.

                           (e) It is the intention of each Guarantor and the
Company that the obligations of each Guarantor hereunder shall be in, but not in
excess of, the maximum amount permitted by applicable law. Accordingly, if the
obligations in respect of the Guarantee would be annulled, avoided or
subordinated to the creditors of any Guarantor by a court of competent
jurisdiction in a proceeding actually pending before such court as a result of a
determination both that such Guarantee was made by such Guarantor without


                                       99
<PAGE>   108
fair consideration and, immediately after giving effect thereto, such Guarantor
was insolvent or unable to pay its debts as they mature or left with an
unreasonably small capital, then the obligations of such Guarantor under such
Guarantee shall be reduced by such court if and to the extent such reduction
would result in the avoidance of such annulment, avoidance or subordination;
provided, however, that any reduction pursuant to this paragraph shall be made
in the smallest amount as is strictly necessary to reach such result. For
purposes of this paragraph, "fair consideration," "insolvency," "unable to pay
its debts as they mature," "unreasonably small capital" and the effective times
of reductions, if any, required by this paragraph shall be determined in
accordance with applicable law.

                  SECTION 2 Execution and Delivery of Guarantee.

                  Each Guarantor shall, by virtue of such Guarantor's execution
and delivery of this Indenture or such Guarantor's execution and delivery of a
supplemental indenture pursuant to Section 11.3 hereof, be deemed to have signed
on each Security issued hereunder the notation of guarantee set forth on the
form of the Securities attached hereto as Exhibit A to the same extent as if the
signature of such Guarantor appeared on such Security.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in Section 11.1 on behalf of each Guarantor. The notation of a
Guarantee set forth on any Security shall be null and void and of no further
effect with respect to the Guarantee of any Guarantor which, pursuant to Section
11.4, is released from such Guarantee.

                  SECTION 3 Future Guarantors.

                  The Company and the Guarantors covenant and agree that they
shall cause each Person that is or becomes a Subsidiary of the Company or any
Guarantor (other than any Foreign Subsidiary) to execute and deliver to the
Trustee a supplemental indenture in order to become a Guarantor hereunder.

                  SECTION 4 Release of a Guarantor.

                  In the event of a sale or other disposition, by way of merger,
consolidation, foreclosure or otherwise, of all or substantially all of the
assets of any Guarantor or of all of the Capital Stock of such Guarantor, then
such 


                                      100
<PAGE>   109
Guarantor (in the event of a sale or other disposition of all of the Capital
Stock of such Guarantor) or the corporation acquiring the property (but not such
Guarantor) (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) shall, without further action on the part
of the Trustee, the Company, a Guarantor or any other Person, be unconditionally
released and relieved of any obligations under the applicable Guarantee;
provided that the Net Cash Proceeds from such sale or other disposition shall be
applied in accordance with Section 4.14 hereof and the Trustee shall have
received the Officers' Certificate referred to therein; and provided further,
that the guarantee of such Guarantor with respect to the Credit Agreement and
any renewals, extensions, replacements, refinancings, amendments and
modifications thereof, if any, has been or is simultaneously released. In the
event that the Board of Directors of the Company designates any of the
Guarantors an Unrestricted Subsidiary, such Guarantor shall, subject to the
limitations set forth in the definition of "Unrestricted Subsidiary" herein, and
without further action on the part of the Trustee, the Company, such Guarantor
or any other Person, be unconditionally released and relieved of any obligations
under the Guarantee of such Guarantor. The Trustee shall deliver an appropriate
instrument evidencing such release upon receipt of a request by the Company or
the Guarantor accompanied by an Officers' Certificate certifying as to the
compliance with this Section 11.4. Any Guarantor not so released shall remain
liable for the full amount of principal of, premium, if any, interest and
Liquidated Damages, if any, on the Securities as provided in this Article XI.

                  SECTION 5 Certain Bankruptcy Events.

                  Each Guarantor hereby covenants and agrees, to the fullest
extent that it may do so under applicable law, that in the event of the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company, such Guarantor shall not file (or join in any filing of), or otherwise
seek to participate in the filing of, any motion or request seeking to stay or
to prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether the
Bankruptcy Law or otherwise.

                  SECTION 6 Ranking of Guarantee.

                  The obligations of each Guarantor under its Guarantee pursuant
to this Article XI shall rank pari passu with the Senior Indebtedness of such
Guarantor on the same basis 


                                      101
<PAGE>   110
as the Securities rank pari passu with Senior Indebtedness of the Company.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 1 TIA Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of the TIA, the imposed duties,
upon qualification of this Indenture under the TIA, shall control.

                  SECTION 2 Notices.

                  Any notices or other communications to the Company or any 
Guarantor or the Trustee required or permitted hereunder shall be in writing,
and shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

                  if to the Company or any Guarantor:

                  Ekco Group, Inc.
                  98 Spit Brook Road
                  Nashua, New Hampshire 03062
                  Attention:  Chief Financial Officer
                  Telecopy:  (603) 888-1427

                  (with a copy to the General Counsel)

                  if to the Trustee:

                  Fleet National Bank of Connecticut
                  777 Main Street
                  Hartford, Connecticut 06115
                  Attention: Michael Hopkins
                  Telecopy:  (860) 986-7920

                  Any party by notice to each other party may designate
additional or different addresses as shall be furnished in writing by such
party. Any notice or communication to any party shall be deemed to have been
given or made as of the date so delivered, if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
Business Days after mailing if sent by registered or certified mail, postage
prepaid (except that a 


                                      102
<PAGE>   111
notice of change of address shall not be deemed to have been given until
actually received by the addressee).

                  Any notice or communication mailed to a Securityholder shall
be mailed to him or her by first class mail or other equivalent means at his or
her address as it appears on the registration books of the Registrar and shall
be sufficiently given to him or her if so mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 3 Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and any other Person
shall have the protection of TIA Section 312(c).

                  SECTION 4 Certificate and Opinion as to Conditions Precedent.

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

                           (1) an Officers' Certificate (in form and substance
         reasonably satisfactory to the Trustee) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been met; and

                           (2) an Opinion of Counsel (in form and substance
         reasonably satisfactory to the Trustee) stating that, in the opinion of
         such counsel, all such conditions precedent have been met;

provided, however, that in the case of any such request or application as to
which the furnishing of particular documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished under this Section.


                                      103
<PAGE>   112
                  SECTION 5 Statements Required in Certificate or Opinion.

                  Each Officers' Certificate or Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture shall
include:

                           (1) a statement that the Person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;

                           (2) a brief statement as to the nature and scope of
         the examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

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

                           (4) a statement as to whether or not, in the opinion
         of each such Person, such condition or covenant has been met; provided,
         however, that with respect to matters of fact an Opinion of Counsel may
         rely on an Officers' Certificate or certificates of public officials.

                  SECTION 6 Rules by Trustee, Paying Agent, Registrar.

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

                  SECTION 7 Non-Business Days.

                  If a payment date is not a Business Day, any payment required
to be paid to Holders may be made on the next succeeding day that is a Business
Day, and no interest shall accrue for the intervening period.

                  SECTION 8 Governing Law.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. EACH OF THE COMPANY
AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURIS-


                                      104
<PAGE>   113
DICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY AND THE GUARANTORS IN ANY OTHER JURISDICTION.

                  SECTION 9 No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Guarantor or any of their
respective Subsidiaries. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

                  SECTION 10 No Recourse Against Others.

                  No direct or indirect partner, incorporator, stockholder,
director, officer or employee, as such, past, present or future, of the Company
or any Guarantor, or any successor entity, shall have any personal liability in
respect of the obligations of the Company or the Guarantors under the Securities
or this Indenture by reason of his, her or its status as such partner,
incorporator, stockholder, director, officer or employee. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

                  SECTION 11 Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.




                                      105
<PAGE>   114
                  SECTION 12 Duplicate Originals.

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

                  SECTION 13 Severability.

                  In case any one or more of the provisions in this Indenture or
in the Securities shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

                  SECTION 14 Table of Contents, Headings, Etc.

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

                  SECTION 15 Qualification of Indenture.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all costs and expenses (including attorneys' fees for the Company
and the Trustee) incurred in connection therewith, including, but not limited
to, costs and expenses of qualification of the Indenture and the Securities and
printing this Indenture and the Securities. The Trustee shall be entitled to
receive from the Company any such Officers' Certificates, Opinions of Counsel or
other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                  SECTION 16 Registration Rights.

                  Holders of the Securities shall be entitled to the
registration rights with respect to such Securities pursuant to, and subject to
the terms of, the Registration Rights Agreement.




                                      106
<PAGE>   115
                                   SIGNATURES

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

                                              EKCO GROUP, INC.,

[Seal]

                                              By: /S/ JOHN T. HARAN
                                                  ---------------------------
                                                  Name:  John T. Haran
                                                  Title: Vice President &
                                                          Treasurer

Attest:  /S/ JEFFREY A. WEINSTEIN
        -------------------------
         Secretary

                                              FLEET NATIONAL BANK
                                                OF CONNECTICUT,
                                                as Trustee

                                              By: /S/ MICHAEL M. HOPKINS
                                                  ---------------------------
                                                  Name:  Michael M. Hopkins
                                                  Title:  Vice President
<PAGE>   116
GUARANTORS:

<TABLE>
<S>                                       <C>    
B. VIA INTERNATIONAL                      CLEANING SPECIALTY COMPANY
  HOUSEWARES, INC.


By:  /S/ JOHN T. HARAN                    By: /S/ JOHN T. HARAN
     -------------------------                -------------------------
     Name: John T. Haran                  Name: John T. Haran
     Title: Vice President                Title: Vice President
            & Treasurer                          & Treasurer


EKCO DISTRIBUTION                         EKCO HOUSEWARES, INC.
  OF ILLINOIS, INC.

By:  /S/ JOHN T. HARAN                    By: /S/ JOHN T. HARAN
     -------------------------                -------------------------
     Name: John T. Haran                  Name: John T. Haran
     Title: Vice President                Title: Vice President
            & Treasurer                          & Treasurer


EKCO MANUFACTURING OF                     FREM CORPORATION
  OF OHIO, INC.


By:  /S/ JOHN T. HARAN                    By: /S/ JOHN T. HARAN
     -------------------------                -------------------------
     Name: John T. Haran                  Name: John T. Haran
     Title: Vice President                Title: Vice President
            & Treasurer                          & Treasurer


KELLOGG BRUSH MANUFACTURING               WOODSTREAM CORPORATION
  CO.


By:  /S/ JOHN T. HARAN                    By: /S/ JOHN T. HARAN
     -------------------------                -------------------------
     Name: John T. Haran                  Name: John T. Haran
     Title: Vice President                Title: Vice President
            & Treasurer                          & Treasurer


WRIGHT-BERNET, INC.


By:  /S/ JOHN T. HARAN
     -------------------------            
     Name:  John T. Haran
     Title: Vice President &
            Treasurer
</TABLE>
<PAGE>   117
                                                                       Exhibit A

                               [FORM OF SECURITY]

                                EKCO GROUP, INC.

                           9 1/4% SENIOR NOTE DUE 2006

                                                               CUSIP No. _______
No.                                                                  $ _________


                  Ekco Group, Inc., a Delaware corporation (hereinafter called
the "Company", which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of _____ Dollars, on April
1, 2006.

                  Interest Payment Dates: April 1 and October 1, commencing
October 1, 1996.

                  Record Dates: March 15 and September 15.

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

                  IN WITNESS WHEREOF, the Company has caused this Security to be
duly executed under its corporate seal.

Dated:  ___________ ___, 199_.

                                             EKCO GROUP, INC.,

[Seal]

                                             By:  ______________________________
                                             Name:
                                             Title:

Attest:  ____________________
         Name:
         Title:  Secretary
<PAGE>   118
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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


                                        FLEET NATIONAL BANK OF CONNECTICUT,
                                        as Trustee

                                        By: ___________________________________
                                            Authorized Signatory



Dated:  ___________ ___, ____.







                                                                A-2









































































<PAGE>   119
                                EKCO GROUP, INC.

                           9 1/4% Senior Note due 2006

                  Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.(1)

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
                  MAY NOT BE OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT
                  OF, ANY PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
                  IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
                  144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED
                  INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
                  THE SECURITIES ACT) WHICH IS AN INSTITUTION (AN "INSTITUTIONAL
                  ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT PRIOR TO
                  THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE DATE OF
                  ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH
                  THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
                  THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE")
                  RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A)
                  TO THE COMPANY, (B) TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS
                  OWN ACCOUNT 

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

          (1)     This paragraph should only be added if the Security is issued
                  in global form.


                                      A-3
<PAGE>   120
                  OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN
                  COMPLIANCE WITH THE RESALE PROVISIONS OF RULE 144A UNDER THE
                  SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR
                  THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
                  WRITTEN CERTIFICATION CONTAINING CERTAIN REPRESENTATIONS AND
                  AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
                  SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
                  TRUSTEE), (D) PURSUANT TO THE RESALE LIMITATIONS PROVIDED BY
                  RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT
                  TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                  ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN
                  OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT IN
                  EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
                  DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH ACCOUNT BE
                  AT ALL TIMES WITHIN ITS CONTROL AND TO COMPLIANCE WITH
                  APPLICABLE STATE SECURITIES LAWS AND (3) AGREES THAT IT WILL
                  DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
                  NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE
                  PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR,
                  THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
                  TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
                  OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
                  CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING
                  RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE
                  RESTRICTION TERMINATION DATE.(2)






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

          (2)     This paragraph should be included only for the Initial
                  Securities.

                                      A-4
<PAGE>   121
                               (Back of Security)



1.       Interest.

                  Ekco Group, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors of the Company under the
Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Security at the rate of 9 1/4% per annum [and Liquidated Damages,
if any, payable pursuant to Section 5 of the Registration Rights Agreement
referred to below].(3) To the extent it is lawful, the Company promises to pay
interest on overdue installments of interest [and Liquidated Damages, if any]
(without regard to applicable grace periods) at the rate of 9 1/4% per annum [,
plus the rate of Liquidated Damages accruing on the Securities pursuant to the
Registration Rights Agreement,] compounded semi-annually.

                  The Company will pay interest semi-annually on April 1 and
October 1 of each year (each, an "Interest Payment Date"), commencing October 1,
1996. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
March 25, 1996. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Notwithstanding any other provision of the
Indenture or this Security: (i) accrued and unpaid interest [and Liquidated
Damages], if any, on the Initial Securities being exchanged in the Exchange
Offer shall be due and payable on the next Interest Payment Date for the
Exchange Securities following the Exchange Offer, (ii) interest on the Exchange
Securities to be issued in the Exchange Offer shall accrue from the date the
Exchange Offer is consummated and (iii) the Exchange Securities shall have no
provisions for Liquidated Damages.

2.       Method of Payment.

                  The Company shall pay interest [and Liquidated Damages, if
any] on the Securities (except defaulted interest [and Liquidated Damages, if
any,]) to the Persons who are the registered Holders at the close of business on
the Record Date immediately preceding the Interest Payment Date. Holders must
surrender Securities to a Paying Agent to collect principal payments. Except as
provided below, the Company shall pay principal, premium, if any, interest [and

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

(3)      References to Liquidated Damages shall appear only in the Initial
         Securities.

                                      A-5
<PAGE>   122
Liquidated Damages], if any, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts ("U.S. Legal Tender"). The Securities will be payable as to
principal, premium, if any, interest, [and Liquidated Damages, if any,] and the
Securities may be presented for registration of transfer or exchange, at the
office or agency of the Company maintained for such purpose within or without
the Borough of Manhattan, the City and State of New York or, at the option of
the Company, such payments may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of, premium, if any, interest [and Liquidated Damages], if any, on all
Global Securities and all other Securities the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Until
otherwise designated by the Company, the Company's office or agency will be the
corporate trust office of the Trustee.

3.       Paying Agent and Registrar.

                  Initially, Fleet National Bank of Connecticut (the "Trustee"),
will act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co- Registrar without notice to the Holders. The Company or any of
its Subsidiaries may, subject to certain exceptions, act as Paying Agent,
Registrar or co-Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of March 25, 1996 (the "Indenture"), among the Company, the Guarantors named
therein and the Trustee. Capitalized terms herein have the meanings set forth in
the Indenture unless otherwise defined herein. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA, as in effect on the date of the Indenture. The Securities
are subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of them. The Securities are general
unsecured obligations of the Company limited in aggregate principal amount to
$125,000,000. The Securities are guaranteed on a senior basis by all of the
Company's present and future Subsidiaries (other than Foreign Subsidiaries).




                                      A-6
<PAGE>   123
5.       Redemption.

                  The Securities may be redeemed in whole or from time to time
in part at any time on and after April 1, 2001, at the option of the Company, at
the Redemption Price (expressed as a percentage of principal amount) set forth
below with respect to the indicated Redemption Date, in each case, plus any
accrued but unpaid interest [and Liquidated Damages], if any, to the Redemption
Date. The Securities may not be so redeemed prior to April 1, 2001.

<TABLE>
<CAPTION>
                    If redeemed during 
                    the 12-month period
                    beginning                     Redemption Price
                    -------------------           ----------------
                    
<S>                                               <C>      
                    2001 .....................       104.6250%
                    2002 .....................       103.0834%
                    2003 .....................       101.5417%
                    2004 and thereafter ......       100.0000%
</TABLE>

                  Any such redemption will comply with Article III of the
Indenture.

6.       Notice of Redemption.

                  Notice of redemption will be sent by first class mail, at
least 30 days and not more than 60 days prior to the Redemption Date to the
Holder of each Security to be redeemed at such Holder's last address as then
shown upon the registry books of the Registrar. Securities may be redeemed in
part in integral multiples of $1,000 only.

                  Except as set forth in the Indenture, from and after any
Redemption Date, if monies for the redemption of the Securities called for
redemption shall have been deposited with the Paying Agent on such Redemption
Date and payment of the Securities called for redemption is not prohibited under
the Indenture, the Securities called for redemption will cease to bear interest
or Liquidated Damages and the only right of the Holders of such Securities will
be to receive payment of the Redemption Price, plus any accrued and unpaid
interest [and Liquidated Damages], if any, to the Redemption Date.

7.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples thereof. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. No
service


                                      A-7
<PAGE>   124
charge will be made for any registration of transfer or exchange of the
Securities, but the Company may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Securities selected for redemption.

8.       Persons Deemed Owners.

                  The registered Holder of a Security may be treated as the
owner of it for all purposes.

9.       Unclaimed Money.

                  If money for the payment of principal, premium, if any,
interest [and Liquidated Damages], if any, remains unclaimed for two years, the
Trustee and the Paying Agent(s) will pay the money back to the Company at its
written request. After that, all liability of the Trustee and such Paying
Agent(s) with respect to such money shall cease.

10.      Discharge Prior to Redemption or Maturity.

                  Except as set forth in the Indenture, if the Company
irrevocably deposits with the Trustee, in trust, for the benefit of the Holders,
Cash, U.S. Government Obligations or a combination thereof, in such amounts as
will be sufficient in the opinion of a nationally recognized firm of independent
public accountants selected by the Trustee, to pay the principal of, premium, if
any, interest [and Liquidated Damages], if any, on the Securities to redemption
or maturity and complies with the other provisions of the Indenture relating
thereto, the Company and the Guarantors will be discharged from certain
provisions of the Indenture and the Securities (including the restrictive
covenants described below, but excluding their obligation to pay the principal
of, premium, if any, interest [and Liquidated Damages], if any, on the
Securities). Upon satisfaction of certain additional conditions set forth in the
Indenture, the Company may elect to have its and the Guarantors' obligations
discharged with respect to outstanding Securities.

11.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance 


                                      A-8
<PAGE>   125
with any provision may be waived with the consent of the Holders of a majority
in aggregate principal amount of the Securities then outstanding. Without notice
to or consent of any Holder, the parties thereto may under certain circumstances
amend or supplement the Indenture or the Securities to, among other things, cure
any ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security.

12.      Restrictive Covenants.

                  The Indenture imposes certain limitations on the ability of
the Company, the Guarantors and their respective Subsidiaries to, among other
things, incur additional Indebtedness and Disqualified Capital Stock, pay
dividends or make certain other Restricted Payments, enter into certain
transactions with Affiliates, incur Liens, engage in Sale and Leaseback
Transactions, sell assets, merge or consolidate with any other Person or
transfer (by lease, assignment or otherwise) substantially all of the properties
and assets of the Company. The limitations are subject to a number of important
qualifications and exceptions. The Company must periodically report to the
Trustee on compliance with such limitations.

13.      Ranking.

                  Payment of principal of, premium, if any, interest [and
Liquidated Damages], if any, on the Securities will rank pari passu in right of
payment with all existing and future Senior Indebtedness of the Company and
senior in right of payment to all existing and future Subordinated Indebtedness
of the Company.

14.      Repurchase at Option of Holder.

                  (a) If there is a Change of Control, the Company shall be
required to offer to purchase on the Change of Control Payment Date all
outstanding Securities at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest [and Liquidated Damages], if any, to
the Change of Control Payment Date. Holders of Securities will receive a Change
of Control Offer from the Company prior to any related Change of Control Payment
Date and may elect to have such Securities purchased by completing the form
entitled "Option of Holder to Elect Purchase" appearing below.

                  (b) The Indenture imposes certain limitations on the ability
of the Company, the Guarantors or any of their 


                                      A-9
<PAGE>   126
respective Subsidiaries to sell assets. In the event the proceeds from a
permitted Asset Sale exceed certain amounts, as specified in the Indenture, the
Company will be required either to reinvest the proceeds of such Asset Sale in
its business or to make an offer to purchase a certain amount of each Holder's
Securities at 100% of the principal amount thereof, plus accrued and unpaid
interest [and Liquidated Damages], if any, to the Asset Sale Payment Date.

15.      Notation of Guarantee.

                  As set forth more fully in the Indenture, the Persons,
constituting Guarantors from time to time, in accordance with the provisions of
the Indenture, fully and unconditionally, and jointly and severally, guarantee,
in accordance with Section 11.1 of the Indenture, to the Holder and to the
Trustee and its successors and assigns, that (i) the principal of, premium, if
any, interest [and Liquidated Damages], if any, on the Security will be paid,
whether at the Maturity Date or the appropriate Interest Payment Dates, as
applicable, by acceleration, call for redemption or otherwise, and all other
obligations of the Company to the Holders or the Trustee under the Indenture of
this Security will be promptly paid in full or performed, all in accordance with
the terms of the Indenture and this Security, and (ii) in the case of any
extension of payment or renewal of this Security or any of such other
obligations, they will be paid in full when due or performed in accordance with
the terms of such extension or renewal, whether at the Maturity Date, as so
extended, by acceleration or otherwise. Such Guarantees shall cease to apply,
and shall be null and void, with respect to any Guarantor who, pursuant to
Article XI of the Indenture, is released from its Guarantees, or whose
Guarantees otherwise cease to be applicable pursuant to the terms of the
Indenture.

16.      Successors.

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

17.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing (other than an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
securities shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of 


                                      A-10
<PAGE>   127
Securities then outstanding may declare all the Securities to be due and payable
immediately in the manner and with the effect provided in the Indenture. Holders
of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of any continuing Default
or Event of Default (except a Default in payment of principal, premium, if any,
[or] interest [or Liquidated Damages], if any), if it determines in good faith
that withholding notice is in their interest.

18.      Trustee or Agent Dealings with Company.

                  Subject to certain limitations, the Trustee and each Agent
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates as if it were not the
Trustee or such Agent.

19.      No Recourse Against Others.

                  No direct or indirect partner, incorporator, stockholder,
director, officer or employee, as such, past, present or future, of the Company
or any Guarantor, or any successor entity, shall have any personal liability in
respect of the obligations of the Company or the Guarantors under the Securities
or the Indenture by reason of his, her or its status as such partner,
incorporator, stockholder, director, officer or employee. Each Holder of a
Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.

20.      Authentication.

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

21.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), 


                                      A-11
<PAGE>   128
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

[23.     Additional Rights of Holders of Transfer Restricted Securities.

                  In addition to the rights provided to Holders of Securities
under the Indenture, Holders of Transfer Restricted Securities shall have all
the rights set forth in the Registration Rights Agreement.](4)




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

(4)      This paragraph should only be added to the Initial Securities.


                                      A-12
<PAGE>   129
                              [FORM OF] ASSIGNMENT

                  I or we assign this Security to


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

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

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

                  Please insert Social Security or other identifying number of 
assignee


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

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


Dated:             Signed:
        ----------          ------------------------------
                            (Sign exactly as name appears on
                            the other side of this Security)




                                      A-13
<PAGE>   130
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.14 or Article X of the Indenture, check the
appropriate box: / / Section 4.14   / /Article X
                 ---                ---

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.14 or Article X of the Indenture,
as the case may be, state the amount you want to be purchased (in an amount
which must be $1,000 or an integral multiple thereof): $
                                                        --------



Date:                   Signature:
       ----------------            ---------------------------------------------
                                   (Sign exactly as name appears
                                   on the other side of this
                                   Security)




                                      A-14
<PAGE>   131
                SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(5)

                  The following exchanges of a part of this Global Security for
Definitive Securities have been made:

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







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

(5)      This schedule should only be added if the Security is issued in global
         form.

                                      A-15
<PAGE>   132
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF
SECURITIES(6)

Re:      9 1/4% SENIOR NOTES DUE 2006 OF EKCO GROUP, INC.

         This Certificate relates to $____________ principal amount of
Securities held in (check applicable space) _____ book-entry or ______
definitive form by __________________ (the "Transferor").

The Transferor (check applicable box):

         / /      has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Security held by the
Depository a Security or Securities in definitive, registered form of authorized
denominations and an aggregate principal amount equal to its beneficial interest
in such Global Security (or the portion thereof indicated above); or

         / /      has requested the Trustee by written order to exchange or 
register the transfer of a Security or Securities.

                  In connection with such request and in respect of each such
Security, the Transferor does hereby certify that Transferor is familiar with
the Indenture relating to the above-captioned Securities and as provided in
Section 2.6 of such Indenture, the transfer of this Security does not require
registration under the Securities Act (as defined below) because:

         / /      Such Security is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.6(a)(ii)(A) or Section
2.6(d)(i)(A) of the Indenture).

         / /      Such Security is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction of
Section 2.6(a)(ii)(B), Section 2.6(b)(i) or Section 2.6(d)(i)(B) of the
Indenture).

         / /      Such Security is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act

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

(6)      The following should be included only for Initial Securities.


                                      A-16
<PAGE>   133
(in satisfaction of Section 2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the
Indenture).

         / / Such Security is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Securities Act,
other than as provided in the immediately preceding paragraph. An Opinion of
Counsel to the effect that such transfer does not require registration under the
Securities Act accompanies this Certificate (in satisfaction of Section
2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture).


                                     -------------------------------------------
                                     [INSERT NAME OF TRANSFEROR]


                                     By:
                                        ----------------------------------------


Date:
     ------------------------




                                      A-17