<PAGE>   1
                                                                EXHIBIT 99.1

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

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

                   AMERICAN ARCHITECTURAL PRODUCTS CORPORATION

                                   as Issuer,

                             EAGLE & TAYLOR COMPANY,
                                  FORTE, INC.,
                          WESTERN INSULATED GLASS, CO.,
                             THERMETIC GLASS, INC.,
                          BBPI ACQUISITION CORPORATION,
                        DCI/DCW ACQUISITION CORPORATION,
                   AMERICAN GLASSMITH ACQUISITION CORPORATION,
                     MODERN WINDOW ACQUISITION CORPORATION,

                            as Subsidiary Guarantors

                                       and

                     UNITED STATES TRUST COMPANY OF NEW YORK

                                   as Trustee

                                  $125,000,000

                     11 3/4% SENIOR NOTES DUE 2007, SERIES A
                     11 3/4% SENIOR NOTES DUE 2007, SERIES B

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



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

                                    INDENTURE

                          Dated as of December 10, 1997

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

================================================================================
<PAGE>   2
                             CROSS-REFERENCE TABLE*

Trust Indenture
  Act Section                                                Indenture Section

310(a)(1)...........................................                   7.10
    (a)(2)..........................................                   7.10
    (a)(3)..........................................                   N.A.
    (a)(4)..........................................                   N.A.
    (a)(5)..........................................                   7.10
    (b).............................................                   7.10
    (c).............................................                   N.A.
311(a)..............................................                   7.11
    (b).............................................                   7.11
    (c).............................................                   N.A.
312(a)..............................................                   2.05
    (b).............................................                  11.03
    (c).............................................                  11.03
313(a)..............................................                   7.06
    (a)(4)..........................................            4.04; 11.05
    (b)(2)..........................................                   7.06
    (c).............................................                   7.06
    (d).............................................                   7.06
314(a)..............................................                   4.03
    (b).............................................                   N.A.
    (c)(3)..........................................                   N.A.
    (d).............................................                   N.A.
    (e).............................................                  11.05
    (f).............................................                   N.A.


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

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


                                       (i)
<PAGE>   3
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----



ARTICLE 1      DEFINITIONS AND INCORPORATION BY
               REFERENCE....................................................  1
SECTION 1.01.  DEFINITIONS..................................................  1
SECTION 1.02.  OTHER DEFINITIONS............................................ 21
SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE
               ACT.......................................................... 22
SECTION 1.04.  RULES OF CONSTRUCTION........................................ 22

ARTICLE 2      THE NOTES.................................................... 23
SECTION 2.01.  FORM AND DATING.............................................. 23
SECTION 2.02.  EXECUTION AND AUTHENTICATION................................. 24
SECTION 2.03.  REGISTRAR AND PAYING AGENT................................... 24
SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.......................... 25
SECTION 2.05.  NOTEHOLDER LISTS............................................. 25
SECTION 2.06.  TRANSFER AND EXCHANGE........................................ 26
SECTION 2.07.  REPLACEMENT NOTES............................................ 26
SECTION 2.08.  OUTSTANDING NOTES............................................ 27
SECTION 2.09.  TREASURY NOTES............................................... 27
SECTION 2.10.  TEMPORARY NOTES.............................................. 27
SECTION 2.11.  CANCELLATION................................................. 28
SECTION 2.12.  DEFAULTED INTEREST........................................... 28
SECTION 2.13.  CUSIP NUMBER................................................. 28
SECTION 2.14.  DEPOSIT OF MONEYS............................................ 29
SECTION 2.15.  RESTRICTIVE LEGENDS.......................................... 29
SECTION 2.16.  BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE........................ 31
SECTION 2.17.  SPECIAL TRANSFER PROVISIONS.................................. 32
SECTION 2.18.  PERSONS DEEMED OWNERS........................................ 34
SECTION 2.19.  RECORD DATE.................................................. 35

ARTICLE 3      REDEMPTION................................................... 35
SECTION 3.01.  NOTICES TO TRUSTEE........................................... 35
SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED............................ 35
SECTION 3.03.  NOTICE OF REDEMPTION......................................... 36
SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION............................... 37
SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.................................. 37
SECTION 3.06.  NOTES REDEEMED IN PART....................................... 38
SECTION 3.07.  OPTIONAL REDEMPTION.......................................... 38



                                      (ii)
<PAGE>   4
SECTION 3.08.  MANDATORY REDEMPTION......................................... 39
SECTION 3.09.  OFFER TO PURCHASE BY APPLICATION OF EXCESS
               PROCEEDS..................................................... 39

ARTICLE 4      COVENANTS.................................................... 41
SECTION 4.01.  PAYMENT OF NOTES............................................. 41
SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.............................. 41
SECTION 4.03.  SEC REPORTS.................................................. 42
SECTION 4.04.  COMPLIANCE CERTIFICATES...................................... 43
SECTION 4.05.  TAXES........................................................ 44
SECTION 4.06.  STAY, EXTENSION AND USURY LAWS............................... 44
SECTION 4.07.  LIMITATION ON RESTRICTED PAYMENTS............................ 45
SECTION 4.08.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
                 RESTRICTED SUBSIDIARIES.................................... 47
SECTION 4.09.  LIMITATION ON INDEBTEDNESS................................... 49
SECTION 4.10.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK........... 52
SECTION 4.11.  LIMITATION ON AFFILIATE TRANSACTIONS......................... 54
SECTION 4.12.  LIMITATION ON LIENS.......................................... 55
SECTION 4.13.  CORPORATE EXISTENCE.......................................... 55
SECTION 4.14.  CHANGE OF CONTROL............................................ 55
SECTION 4.15.  LIMITATION ON ISSUANCES OF CAPITAL STOCK OF
                 RESTRICTED SUBSIDIARIES.................................... 57
SECTION 4.16.  LIMITATION ON REPAYMENT UPON A CHANGE OF
                 CONTROL.................................................... 57
SECTION 4.17.  LIMITATION ON SALE/LEASEBACK
                 TRANSACTIONS............................................... 57
SECTION 4.18.  LIMITATION ON DESIGNATIONS OF UNRESTRICTED
                 SUBSIDIARIES............................................... 58
SECTION 4.19.  FURTHER INSTRUMENTS AND ACTS................................. 59

ARTICLE 5      SUCCESSORS................................................... 59
SECTION 5.01.  LIMITATIONS ON MERGER, CONSOLIDATION OR SALE OF
               ASSETS....................................................... 59
SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED............................ 60

ARTICLE 6      DEFAULTS AND REMEDIES........................................ 61
SECTION 6.01.  EVENTS OF DEFAULT............................................ 61
SECTION 6.02.  ACCELERATION................................................. 63
SECTION 6.03.  OTHER REMEDIES............................................... 63
SECTION 6.04.  WAIVER OF PAST DEFAULTS...................................... 64
SECTION 6.05.  CONTROL BY MAJORITY.......................................... 64
SECTION 6.06.  LIMITATION ON SUITS.......................................... 64
SECTION 6.07.  RIGHTS OF NOTEHOLDERS TO RECEIVE PAYMENT..................... 65
SECTION 6.08.  COLLECTION SUIT BY TRUSTEE................................... 65


                                      (iii)
<PAGE>   5
SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM............................. 65
SECTION 6.10.  PRIORITIES................................................... 66
SECTION 6.11.  UNDERTAKING FOR COSTS........................................ 67

ARTICLE 7      TRUSTEE...................................................... 67
SECTION 7.01.  DUTIES OF TRUSTEE............................................ 67
SECTION 7.02.  RIGHTS OF TRUSTEE............................................ 69
SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE................................. 70
SECTION 7.04.  TRUSTEE'S DISCLAIMER......................................... 70
SECTION 7.05.  NOTICE OF DEFAULTS........................................... 70
SECTION 7.06.  REPORTS BY TRUSTEE TO NOTEHOLDERS............................ 70
SECTION 7.07.  COMPENSATION AND INDEMNITY................................... 71
SECTION 7.08.  REPLACEMENT OF TRUSTEE....................................... 72
SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC............................. 73
SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION................................ 73
SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
                 COMPANY.................................................... 74

ARTICLE 8      DISCHARGE OF INDENTURE....................................... 74
SECTION 8.01.  DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.................. 74
SECTION 8.02.  CONDITIONS TO DEFEASANCE..................................... 75
SECTION 8.03.  APPLICATION OF TRUST MONEY................................... 77
SECTION 8.04.  REPAYMENT TO THE COMPANY..................................... 77
SECTION 8.05.  INDEMNITY FOR GOVERNMENT OBLIGATIONS......................... 77
SECTION 8.06.  REINSTATEMENT................................................ 77

ARTICLE 9      AMENDMENTS................................................... 78
SECTION 9.01.  WITHOUT CONSENT OF NOTEHOLDERS............................... 78
SECTION 9.02.  WITH CONSENT OF NOTEHOLDERS.................................. 79
SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.......................... 81
SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS............................ 81
SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES............................. 82
SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.............................. 82

ARTICLE 10     SUBSIDIARY GUARANTEE OF NOTES................................ 82
SECTION 10.01. SUBSIDIARY GUARANTEE......................................... 82
SECTION 10.02. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE............... 84
SECTION 10.03. SUBSIDIARY GUARANTEE UNCONDITIONAL, ETC...................... 84
SECTION 10.04. LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY............... 85
SECTION 10.05. CONTRIBUTION................................................. 86
SECTION 10.06. RELEASE...................................................... 86
SECTION 10.07. ADDITIONAL SUBSIDIARY GUARANTORS............................. 87
SECTION 10.08. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON
                 CERTAIN TERMS.............................................. 87


                                      (iv)
<PAGE>   6
SECTION 10.09.  SUCCESSORS AND ASSIGNS...................................... 88
SECTION 10.10.  WAIVER OF STAY, EXTENSION OR USURY LAWS..................... 88

ARTICLE 11      MISCELLANEOUS............................................... 88
SECTION 11.01.  TRUST INDENTURE ACT CONTROLS................................ 88
SECTION 11.02.  NOTICES..................................................... 89
SECTION 11.03.  COMMUNICATION BY NOTEHOLDERS WITH OTHER
                  NOTEHOLDERS............................................... 90
SECTION 11.04.  CERTIFICATE AND OPINION AS TO CONDITIONS
                  PRECEDENT................................................. 90
SECTION 11.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION............... 90
SECTION 11.06.  RULES BY TRUSTEE AND AGENTS................................. 91
SECTION 11.07.  LEGAL HOLIDAYS.............................................. 91
SECTION 11.08.  NO RECOURSE AGAINST OTHERS.................................. 91
SECTION 11.09.  DUPLICATE ORIGINALS......................................... 92
SECTION 11.10.  GOVERNING LAW............................................... 92
SECTION 11.11.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS............... 92
SECTION 11.12.  SUCCESSORS.................................................. 92
SECTION 11.13.  SEVERABILITY................................................ 92
SECTION 11.14.  COUNTERPART ORIGINALS....................................... 92
SECTION 11.15.  TABLE OF CONTENTS, HEADINGS, ETC............................ 93


EXHIBIT A       -     FORM OF INITIAL NOTE
EXHIBIT B       -     FORM OF EXCHANGE NOTE
EXHIBIT C       -     FORM OF CERTIFICATE TO BE DELIVERED IN
                        CONNECTION WITH TRANSFERS TO NON-QIB
                        ACCREDITED INVESTORS
EXHIBIT D       -     FORM OF CERTIFICATE TO BE DELIVERED IN
                        CONNECTION WITH TRANSFERS PURSUANT TO
                        REGULATION S


                                       (v)
<PAGE>   7
                  INDENTURE, dated as of December 10, 1997, among American
Architectural Products Corporation, a Delaware corporation (the "Company"), each
of Eagle & Taylor Company, Forte, Inc., Western Insulated Glass, Co., Thermetic
Glass, Inc., BBPI Acquisition Corporation, DCI/DCW Acquisition Corporation,
American Glassmith Acquisition Corporation and Modern Window Acquisition
Corporation, as Subsidiary Guarantors (as defined) of the Company's obligations
hereunder, and United States Trust Company of New York, a banking corporation
organized and existing under the laws of the State of New York, in its capacity
as trustee (the "Trustee").

                  The Company has duly authorized the creation of an issue of 
11 3/4% Senior Notes due 2007, Series A (the "Initial Notes") and 11 3/4% Senior
Notes due 2007, Series B (the "Exchange Notes") and, to provide therefor, the
Company and the Subsidiary Guarantors have duly authorized the execution and
delivery of this Indenture. All things necessary to make the Notes (as defined),
when duly issued and executed by the Company, and authenticated and delivered
hereunder, the valid obligations of the Company and the Subsidiary Guarantors
have, and to make this Indenture a valid and binding agreement of the Company
and the Subsidiary Guarantors, have been done.

                  The Company, the Subsidiary Guarantors and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the Notes:


                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.  DEFINITIONS.

                  "Additional Assets" means (i) any property or assets (other
than Indebtedness and Capital Stock) in a Permitted Business; (ii) the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or a Restricted Subsidiary of
the Company; (iii) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary of the Company; or (iv) Permitted
Investments of the type and in the amounts described in clause (viii) of the
definition thereof; provided, however, that, in the case of clauses (ii) and
(iii), such Restricted Subsidiary is primarily engaged in a Permitted Business.
<PAGE>   8
                  "Adjusted Net Assets" of a Subsidiary Guarantor at any date
shall mean the lesser of the amount by which (x) the fair value of the property
of such Subsidiary Guarantor exceeds the total amount of liabilities, including,
without limitation, the probable liability of such Subsidiary Guarantor with
respect to its contingent liabilities (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Subsidiary Guarantee, of such Subsidiary Guarantor at such
date and (y) the present fair salable value of the assets of such Subsidiary
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Subsidiary Guarantor on its debts (after giving
effect to all other fixed and contingent liabilities Incurred or assumed on such
date and after giving effect to any collection from any Subsidiary by such
Subsidiary Guarantor in respect of the obligations of such Subsidiary under the
Subsidiary Guarantee), excluding debt in respect of the Subsidiary Guarantee, as
they become absolute and matured.

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

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

                  "Asset Disposition" means any sale, lease, transfer, issuance
or other disposition (or series of related sales, leases, transfers, issuances
or dispositions that are part of a common plan) of shares of Capital Stock of
(or any other equity interests in) a Restricted Subsidiary (other than
directors' qualifying shares) or of any other property or other assets (each
referred to for the purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries (including any disposition by
means of a merger, consolidation or similar transaction) other than (i) a
disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) a disposition of
inventory in the ordinary course of business, (iii) a disposition of obsolete or
worn out equipment or equipment that is no longer useful in the conduct of the
business of the Company and its Restricted Subsidiaries and that is disposed of
in each case in the ordinary course of business, (iv) dispositions of property
for net proceeds which, when taken collectively with the net proceeds of any
other such dispositions under this clause (iv) that were consummated since the
beginning of the calendar year in which such disposition is consummated, do not
exceed $1 million, and (v) transactions permitted under Section 5.01.
Notwithstanding anything to the contrary contained above, a Restricted Payment
made in compliance with Section 4.07 shall not constitute an Asset Disposition
except for purposes of determinations of the Consolidated Coverage Ratio.


                                       -2-
<PAGE>   9
                  "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Notes, compounded annually) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the product of the numbers of years (rounded upwards to
the nearest month) from the date of determination to the dates of each
successive scheduled principal payment of such Indebtedness or redemption or
similar payment with respect to Preferred Stock multiplied by the amount of such
payment by (ii) the sum of all such payments.

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

                  "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 duly authorized, with respect to any particular matter, to exercise
the power of the Board of Directors of such Person.

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

                  "Business Day" means a day that is not a Legal Holiday.

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

                  "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date such lease may be terminated without penalty.


                                       -3-
<PAGE>   10
                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully Guaranteed or insured by the United
States government or any agency or instrumentality thereof, (iii) certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers' acceptances with maturities
not exceeding one year and overnight bank deposits, in each case with any
commercial bank having capital and surplus in excess of $500 million, (iv)
repurchase obligations for underlying securities of the types described in
clauses (ii) and (iii) entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper rated A-1
or the equivalent thereof by Moody's or S&P and in each case maturing within one
year after the date of acquisition, (vi) investment funds investing 95% of their
assets in securities of the types described in clauses (i)-(v) above, (vii)
readily marketable direct obligations issued by any state of the United States
of America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moody's or S&P and (viii) Indebtedness
or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or
"A2" or higher from Moody's.

                  "Change of Control" means (i) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company and its Subsidiaries; or (ii)
a majority of the Board of Directors of the Company or of any direct or indirect
holding company thereof shall consist of Persons who are not Continuing
Directors of the Company; or (iii) the acquisition by any Person or Group (other
than the Management Group) of the power, directly or indirectly, to vote or
direct the voting of securities having more than 35% of the ordinary voting
power for the election of directors of the Company or of any direct or indirect
holding company thereof; provided that no Change of Control shall be deemed to
occur pursuant to this clause (iii) so long as the Management Group owns an
amount of securities representing the power, directly or indirectly, to vote or
direct the voting of securities having more than 50.0% of the ordinary voting
power for the election of directors of the Company or of any direct or indirect
holding company thereof.

                  "Commission" means the U.S. Securities and Exchange Commission
or its successor.

                  "Common Stock" means the common stock of the Company, par
value $.001 per share.

                  "Company" means American Architectural Products Corporation, a
Delaware corporation, until a successor replaces it in accordance with Article 5
hereof and thereafter means the successor.


                                       -4-
<PAGE>   11
                  "Consolidated Cash Flow" for any period means the Consolidated
Net Income for such period, plus the following to the extent deducted in
calculating such Consolidated Net Income: (i) income tax expense, (ii)
Consolidated Interest Expense, (iii) depreciation expense, (iv) amortization
expense, and (v) all other non-cash items reducing Consolidated Net Income
(excluding any non-cash item to the extent it represents an accrual of or
reserve for cash disbursements for any subsequent period prior to the stated
maturity of the Notes) and less, (x) the aggregate amount of contingent and
"earnout" payments in respect of any Permitted Business acquired by the Company
or any Restricted Subsidiary that are paid in cash during such period and (y) to
the extent added in calculating Consolidated Net Income, non-cash items
(excluding such non-cash items to the extent they represent an accrual for cash
receipts reasonably expected to be received prior to the Stated Maturity of the
Notes), in each case for such period. Notwithstanding the foregoing, the income
tax expense, depreciation expense and amortization expense of a Subsidiary of
the Company shall be included in Consolidated Cash Flow only to the extent (and
in the same proportion) that the net income of such Subsidiary was included in
calculating Consolidated Net Income.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated Cash Flow for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination and as to which financial statements are available to
(ii) Consolidated Interest Expense for such four fiscal quarters; provided,
however, that (A) if the Company or any of its Restricted Subsidiaries has
Incurred any Indebtedness since the beginning of such period and through the
date of determination of the Consolidated Coverage Ratio that remains
outstanding or if the transaction giving rise to the need to calculate
Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to (1) such Indebtedness
as if such Indebtedness had been Incurred on the first day of such period
(provided that if such Indebtedness is Incurred under a revolving credit
facility (or similar arrangement or under any predecessor revolving credit or
similar arrangement) only that portion of such Indebtedness that constitutes the
one year projected average balance of such Indebtedness (as determined in good
faith by the Board of Directors of the Company) shall be deemed outstanding for
purposes of this calculation), and (2) the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of such
period, (B) if since the beginning of such period any Indebtedness of the
Company or any of its Restricted Subsidiaries has been repaid, repurchased,
defeased or otherwise discharged (other than Indebtedness under a revolving
credit or similar arrangement unless such revolving credit Indebtedness has been
permanently repaid and the underlying commitment terminated and has not been
replaced), Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Indebtedness had been repaid,
repurchased, defeased or otherwise discharged on the first day of such period,
(C) if since


                                       -5-
<PAGE>   12
the beginning of such period the Company or any of its Restricted Subsidiaries
shall have made any Asset Disposition or if the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio is an Asset Disposition,
Consolidated Cash Flow for such period shall be reduced by an amount equal to
the Consolidated Cash Flow (if positive) attributable to the assets which are
the subject of such Asset Disposition for such period or increased by an amount
equal to the Consolidated Cash Flow (if negative) attributable thereto for such
period, and Consolidated Interest Expense for such period shall be (i) reduced
by an amount equal to the Consolidated Interest Expense attributable to any
Indebtedness of the Company or any of its Restricted Subsidiaries repaid,
repurchased, defeased or otherwise discharged with respect to the Company and
its continuing Restricted Subsidiaries in connection with such Asset Disposition
for such period (or, if the Capital Stock of any Restricted Subsidiary of the
Company is sold, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale) and (ii) increased by interest income attributable
to the assets which are the subject of such Asset Disposition for such period,
(D) if since the beginning of such period the Company or any of its Restricted
Subsidiaries (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary of the Company (or any Person which becomes a Restricted
Subsidiary of the Company as a result thereof) or an acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder which constitutes all or substantially all of an operating unit of a
business, Consolidated Cash Flow and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the
incurrence of any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period and (E) if since the beginning of such period any
Person that subsequently became a Restricted Subsidiary of the Company or was
merged with or into the Company or any Restricted Subsidiary of the Company
since the beginning of such period shall have made any Asset Disposition,
Investment or acquisition of assets that would have required an adjustment
pursuant to clause (C) or (D) above if made by the Company or a Restricted
Subsidiary of the Company during such period, Consolidated Cash Flow and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or acquisition
occurred on the first day of such period. For purposes of this definition,
whenever pro forma effect is to be given to an acquisition of assets, the amount
of income or earnings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred in connection therewith, the
pro forma calculations shall be determined in good faith by a responsible
financial or accounting officer of the Company. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months).


                                       -6-
<PAGE>   13
                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its Restricted Subsidiaries determined
in accordance with GAAP, plus, to the extent not included in such interest
expense (i) interest expense attributable to Capitalized Lease Obligations, (ii)
amortization of debt discount, (iii) capitalized interest, (iv) non-cash
interest expense, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi)
interest actually paid by the Company or any such Restricted Subsidiary under
any Guarantee of Indebtedness or other obligation of any other Person, (vii) net
payments (whether positive or negative) pursuant to Interest Rate Agreements,
(viii) the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than the Company) in connection with
Indebtedness Incurred by such plan or trust and (ix) cash and Disqualified Stock
dividends in respect of all Preferred Stock of Subsidiaries and Disqualified
Stock of the Company held by Persons other than the Company or a Wholly-Owned
Subsidiary and less (a) to the extent included in such interest expense, the
amortization of capitalized debt issuance costs and (b) interest income.
Notwithstanding the foregoing, the Consolidated Interest Expense with respect to
any Restricted Subsidiary of the Company that was not a Wholly-Owned Subsidiary
shall be included only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company and its consolidated Subsidiaries
determined in accordance with GAAP; provided, however, that there shall not be
included in such Consolidated Net Income: (i) any net income (loss) of any
Person acquired by the Company or any of its Restricted Subsidiaries in a
pooling of interests transaction for any period prior to the date of such
acquisition, (ii) any net income of any Restricted Subsidiary of the Company if
such Restricted Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to the Company (other than restrictions in
effect on the Issue Date with respect to a Restricted Subsidiary of the Company
and other than restrictions that are created or exist in compliance with Section
4.08), (iii) any gain or loss realized upon the sale or other disposition of any
assets of the Company or its consolidated Restricted Subsidiaries (including
pursuant to any Sale/Leaseback Transaction) which are not sold or otherwise
disposed of in the ordinary course of business and any gain or loss realized
upon the sale or other disposition of any Capital Stock of any Person, (iv) any
extraordinary gain or loss, (v) the cumulative effect of a change in accounting
principles, (vi) the net income of any Person, other than a Restricted
Subsidiary, except to the extent of the lesser of (A) cash dividends or
distributions actually paid to the Company or any of its Restricted Subsidiaries
by such Person and (B) the net income of such Person (but in no event less than
zero), and the net loss of such Person (other than an Unrestricted Subsidiary)
shall be included only to the extent of the aggregate Investment of the Company
or any of its Restricted


                                       -7-
<PAGE>   14
Subsidiaries in such Person and (vii) any non-cash expenses attributable to
grants or exercises of employee stock options. Notwithstanding the foregoing,
for the purpose of Section 4.07 only, there shall be excluded from Consolidated
Net Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary
to the extent such dividends, repayments or transfers increase the amount of
Restricted Payments permitted under such covenant pursuant to clause (a) (3) (D)
thereof.

                  "Consolidated Net Worth" means, the total of the amounts shown
on the balance sheet of the Company and its consolidated Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of
the end of the most recent fiscal quarter of the Company ending prior to the
taking of any action for the purpose of which the determination is being made
and for which financial statements are available (but in no event ending more
than 135 days prior to the taking of such action), as (i) the par or stated
value of all outstanding Capital Stock of the Company plus (ii) paid in capital
or capital surplus relating to such Capital Stock plus (iii) any retained
earnings or earned surplus less (A) any accumulated deficit and (B) any amounts
attributable to Disqualified Stock.

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

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 11.02 or such other address as to
which the Trustee may give notice to the Company.

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

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

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

                  "Disqualified Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event (other than an event
which would constitute a Change of Control), (i) matures (excluding any maturity
as the result of an optional redemption by the


                                       -8-
<PAGE>   15
issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the Stated Maturity of the Notes, or (ii) is
convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (a) debt securities or (b) any Capital Stock referred to in (i)
above, in each case at any time prior to the Stated Maturity of the Notes.

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

                  "Equity Offering" means an offering for cash by the Company of
Common Stock, or options, warrants or rights with respect to Common Stock.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto, and the rules and
regulations of the Commission promulgated thereunder.

                  "Exchange Notes" has the meaning set forth in the preamble to
this Indenture.

                  "Exchange Offer" means the registration by the Company under
the Securities Act pursuant to a registration statement of the offer by the
Company to each Noteholder of the Initial Notes to exchange all the Initial
Notes held by such Noteholder for the Exchange Notes in an aggregate principal
amount equal to the aggregate principal amount of the Initial Notes held by such
Noteholder, all in accordance with the terms and conditions of the Notes
Registration Rights Agreement.

                  "Existing Indebtedness" means Indebtedness of the Company or
its Restricted Subsidiaries in existence on the Issue Date, plus interest
accrued thereon, after application of the net proceeds of the sale of the Notes
as described in the Offering Memorandum.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
the Company acting reasonably and in good faith and shall be evidenced by a
Board Resolution of the Board of Directors of the Company delivered to the
Trustee.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of this Indenture,
including those set forth in the 


                                       -9-
<PAGE>   16
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession.
All ratios and computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP.

                  "Group" shall mean any "group" for purposes of Section 13(d)
of the Exchange Act.

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

                  "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter incurred) which is expressly
subordinate or junior in right of payment to the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee pursuant to a written agreement.

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

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication), (i) the principal of and premium (if
any) in respect of indebtedness of such Person for borrowed money, (ii) the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto) (other
than obligations with respect to letters of credit securing obligations (other
than obligations described in clauses (i), (ii) and (v)) entered into in the
ordinary course of business of such Person to the extent that such letters of
credit are not drawn upon or, if and to the extent 

                                      -10-
<PAGE>   17
drawn upon, such drawing is reimbursed no later than the third business day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit), (iv) all obligations of such Person to pay the
deferred and unpaid purchase price of property or services (except (x) trade
payables and accrued expenses Incurred in the ordinary course of business and
(y) contingent or "earnout" payment obligations in respect of any Permitted
Business acquired by the Company or any Restricted Subsidiary), which purchase
price is due more than six months after the date of placing such property in
service or taking delivery and title thereto or the completion of such services,
(v) all Capitalized Lease Obligations and all Attributable Indebtedness of such
Person, (vi) all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person, (vii)
all Indebtedness of other Persons to the extent Guaranteed by such Person,
(viii) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Restricted Subsidiary of the Company, any Preferred Stock of such
Restricted Subsidiary to the extent such obligation arises on or before the
Stated Maturity of the Notes (but excluding, in each case, accrued dividends)
with the amount of Indebtedness represented by such Disqualified Stock or
Preferred Stock, as the case may be, being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price;
provided that, for purposes hereof the "maximum fixed repurchase price" of any
Disqualified Stock or Preferred Stock, as the case may be, which does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock or Preferred Stock, as the case may be, as if such
Disqualified Stock or Preferred Stock, as the case may be, were purchased on any
date on which Indebtedness shall be required to be determined pursuant to the
Indenture, and if such price is based on the fair market value of such
Disqualified Stock or Preferred Stock, as the case may be, such fair market
value shall be determined in good faith by the Board of Directors of the Company
and (ix) to the extent not otherwise included in this definition, obligations
under Currency Agreements and Interest Rate Agreements. Unless specifically set
forth above, the amount of Indebtedness of any Person at any date shall be the
outstanding principal amount of all unconditional obligations as described
above, as such amount would be reflected on a balance sheet prepared in
accordance with GAAP, and the maximum liability of such Person, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations described above at such date.

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

                  "Initial Notes" has the meaning set forth in the preamble to
this Indenture.

                  "Initial Purchasers" means NatWest Capital Markets Limited and
McDonald & Company Securities, Inc.


                                      -11-
<PAGE>   18
                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes, which shall be June 1 and December 1 of
each year, commencing June 1, 1998.

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

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts payable on the balance sheet of such
Person) or other extension of credit (including by way of Guarantee or similar
arrangement, but excluding any debt or extension of credit represented by a bank
deposit other than a time deposit) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of Section 4.07, (i) "Investment" shall include the portion
(proportionate to the Company's equity interest in a Restricted Subsidiary to be
designated as an Unrestricted Subsidiary) of the fair market value of the net
assets of such Restricted Subsidiary of the Company at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to
(x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time that such Subsidiary is so redesignated a Restricted
Subsidiary; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors and
evidenced by a resolution of such Board of Directors certified in an Officers'
Certificate to the Trustee.

                  "Issue Date" means the date on which the Notes and the
Subordinated PIK Debentures are originally issued.

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


                                      -12-
<PAGE>   19
                  "Management Group" means George S. Hofmeister, Frank J. Amedia
and AAP Holdings, Inc. and each member of the immediate family of any of the
foregoing natural persons and any trust or similar device created for the
benefit of any one or more of the foregoing and each Person which acquires a
direct or indirect beneficial ownership interest in shares of Capital Stock of
the Company as an executor or administrator for or by way of inheritance or
bequest from one or more of the foregoing natural persons following the death of
such Person.

                  "Maturity Date" means December 1, 2007.

                  "Moody's" means Moody's Investors Service, Inc., or its
successor.

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

                  "Net Cash Proceeds," with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale.


                                      -13-
<PAGE>   20
                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor, general partner or otherwise) and (ii) no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S of the Securities Act.

                  "Noteholder" or "Holder" means a registered holder of one or
more Notes.

                  "Note Register" means the register of names and addresses of
the Holders of the Notes maintained by the Registrar.

                  "Notes" means the Initial Notes and the Exchange Notes treated
as a single class of securities, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.

                  "Notes Registration Rights Agreement" means the Notes
Registration Rights Agreement dated as of December 10, 1997 among the Company
and the Initial Purchasers for the benefit of themselves and the Noteholders, as
the same may be amended or modified from time to time in accordance with the
terms thereof.

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

                  "Offering Memorandum" means the Offering Memorandum dated
December 5, 1997, pursuant to which the Initial Notes were offered, and any
supplements thereto.

                  "Officer" means the Chairman of the Board, the Vice-Chairman
of the Board, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice-President, the Treasurer or the Secretary of the Company.

                  "Officers' Certificate" shall mean a certificate signed by two
Officers of the Company, at least one of whom shall be the principal executive,
financial or accounting officer of the Company.


                                      -14-
<PAGE>   21
                  "Offshore Physical Notes" has the meaning provided in Section
2.01.

                  "Opinion of Counsel" means a written opinion, in form and
substance acceptable to the Trustee, from legal counsel who is acceptable to the
Trustee. Such legal counsel may be an employee of or counsel to the Company or
the Trustee.

                  "Permitted Business" means any business which is the same as
or related, ancillary or complementary to any of the businesses of the Company
and its Restricted Subsidiaries on the date hereof, as reasonably determined by
the Company's Board of Directors.

                  "Permitted Investment" means an Investment by the Company or
any of its Restricted Subsidiaries in (i) a Wholly-Owned Subsidiary of the
Company; provided, however, that the primary business of such Wholly-Owned
Subsidiary is a Permitted Business; (ii) another Person if as a result of such
Investment such other Person becomes a Wholly-Owned Subsidiary of the Company or
is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Wholly-Owned Subsidiary of the
Company; provided, however, that in each case such Person's primary business is
a Permitted Business; (iii) Temporary Cash Investments; (iv) receivables owing
to the Company or any of its Restricted Subsidiaries, created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms; (v) payroll, travel and similar advances to cover matters
that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of
business; (vi) loans and advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary in an aggregate amount outstanding at any one time not to exceed
$250,000 to any one employee or $1.0 million in the aggregate; (vii) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any of its Restricted
Subsidiaries or in satisfaction of judgments or claims; (viii) a Person engaged
in a Permitted Business or a loan or advance by the Company the proceeds of
which are used solely to make an investment in a Person engaged in a Permitted
Business or a Guarantee by the Company of Indebtedness of any Person in which
such Investment has been made; provided, however, that no Permitted Investments
may be made pursuant to this clause (viii) to the extent the amount thereof
would, when taken together with all other Permitted Investments made pursuant to
this clause (viii), exceed $5.0 million in the aggregate (plus, to the extent
not previously reinvested, any return of capital realized on Permitted
Investments made pursuant to this clause (viii), or any release or other
cancellation of any Guarantee constituting such Permitted Investment); (ix)
Persons to the extent such Investment is received by the Company or any
Restricted Subsidiary as consideration for asset dispositions effected in
compliance with the covenant described under Section 4.10; (x) prepayments and
other credits to suppliers made in the ordinary course of business consistent
with the past practices of the Company and its


                                      -15-
<PAGE>   22
Restricted Subsidiaries; and (xi) Investments in connection with pledges,
deposits, payments or performance bonds made or given in the ordinary course of
business in connection with or to secure statutory, regulatory or similar
obligations, including obligations under health, safety or environmental
obligations.

                  "Permitted Liens" means: (i) Liens granted by the Company and
the Subsidiary Guarantors which secure Indebtedness to the extent the
Indebtedness is incurred pursuant to clause (i) of paragraph (b) under Section
4.09; (ii) Liens in favor of the Company; (iii) Liens on property of a Person
existing at the time such Person is acquired by or merged into or consolidated
with the Company or any Restricted Subsidiary thereof; provided that such Liens
were in existence prior to the contemplation of such acquisition and do not
extend to any assets of the Company or its Restricted Subsidiaries other than
those acquired in connection with such merger or consolidation; (iv) Liens to
secure the performance of obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (v) Liens existing on the Issue Date; (vi) Liens in respect of
extensions, renewals, refundings or refinancings of any Indebtedness secured by
the Liens referred to in clauses (i), (ii), (iii) and (v) above and (viii)
below; provided that the Liens in connection with such renewal, extensions,
renewals, refundings or refinancing shall be limited to all or part of the
specific property which was subject to the original Lien; (vii) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other
appropriate provisions as shall be required in conformity with GAAP shall have
been made therefor; (viii) any Lien securing purchase money obligations incurred
in compliance with paragraph (b)(ii) of Section 4.09, provided that such Liens
do not extend to any property (other than the property so purchased) owned by
the Company or its Restricted Subsidiaries and is not incurred more than 30 days
after the incurrence of such Indebtedness secured by such Lien; (ix) Liens to
secure Capitalized Lease Obligations (except in respect of Sale/Leaseback
Transactions) on real or personal property of the Company to the extent
consummated in compliance with paragraph (b)(ii) of Section 4.09, provided that
such Liens do not extend to or cover any property of the Company of any of its
Subsidiaries other than the property subject to such Capitalized Lease
Obligation; and (x) Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary thereof with respect to obligations that do
not exceed $1 million at any one time outstanding and that (A) are not incurred
in connection with the borrowing of money or the obtaining of advances or credit
(other than trade credit in the ordinary course of business) and (B) do not in
the aggregate materially detract from the value of the property or materially
impair the use thereof in the operation of the business by the Company or such
Restricted Subsidiary.


                                      -16-
<PAGE>   23
                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision hereof or any other entity.

                  "Physical Notes" has the meaning provided in Section 2.01.

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

                  "Private Placement Legend" has the meaning provided in Section
2.15.

                  "Public Market" exists at any time with respect to the Common
Stock if (a) the Common Stock is then registered with the Commission pursuant to
Section 12(b) or 12(g) of the Exchange Act and traded either on a national
securities exchange or in the National Association of Securities Dealers
Automated Quotation System and (b) at least 15% of the total issued and
outstanding Common Stock has been distributed prior to such time by means of an
effective registration statement under the Securities Act.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "Record Date" means the record dates specified in the Notes,
whether or not a Legal Holiday.

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, replaces, renews, repays or extends (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances," and "refinanced"
shall have a correlative meaning) any Indebtedness existing on the date hereof
or Incurred in compliance with this Indenture (including Indebtedness of the
Company that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided, however, that (i) the Refinancing
Indebtedness has a Stated Maturity no earlier than the earlier of (A) the first
anniversary of the Stated Maturity of the Notes and (B) the Stated Maturity of
the Indebtedness being refinanced, (ii) the Refinancing Indebtedness has an
Average Life at the time such Refinancing Indebtedness is Incurred that is equal
to or greater than the lesser of (A) the Average Life of the Notes and (B) the
Average Life of the Indebtedness being refinanced and, (iii) the Refinancing
Indebtedness is in an aggregate principal amount (or if issued with original
issue discount, an aggregate issue price) that is equal to (or 101% of, in the
case of a refinancing of the Notes in


                                      -17-
<PAGE>   24
connection with a Change of Control) or less than the sum of the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced (plus the
amount of any premium required to be paid in connection therewith and reasonable
fees and expenses therewith) provided, further, that Refinancing Indebtedness
shall not include Indebtedness of a Subsidiary which refinances Indebtedness of
the Company.

                  "Registrar" means the Trustee, or any successor thereto
appointed as registrar pursuant to the Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated December 10, 1997 between the Company, the Subsidiary Guarantors
and the Initial Purchasers.

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

                  "Responsible Officer," when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

                  "Restricted Payment" has the meaning provided in Section
4.07(a).

                  "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act.

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

                  "S&P" and "Standard and Poor's" means Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies Inc., or any successor
organization thereto.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Subsidiary
leases it from such Person.


                                      -18-
<PAGE>   25
                  "Secured Indebtedness" means any Indebtedness of a Subsidiary
Guarantor secured by a Lien.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto, and the rules and regulations of
the Commission promulgated thereunder.

                  "Senior Indebtedness" in the case of the Notes means
Indebtedness that is not by its terms expressly subordinate or junior in right
of payment to any other Indebtedness of the Company or the Subsidiary Guarantee
of a Restricted Subsidiary.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the Commission.

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

                  "Subordinated Obligations" means Indebtedness that is
expressly subordinate or junior in right of payment to any other Indebtedness of
the Company or the Subsidiary Guarantee of a Restricted Subsidiary.

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

                  "Subsidiary Guarantee" means each of the guarantees of the
respective Subsidiary Guarantors pursuant to Article 10 hereof, and shall
include each guarantee substantially in the form contained in Exhibits A and B
hereto, as such guarantee may be amended, modified or supplemented from time to
time.

                  "Subsidiary Guarantor" means each Subsidiary of the Company in
existence on the Issue Date and each Subsidiary (other than Unrestricted
Subsidiaries) created or acquired by the Company after the Issue Date that
executes a Subsidiary Guarantee.


                                      -19-
<PAGE>   26
                  "Temporary Cash Investments" means any of the following: (i)
any Investment in direct obligations of the United States of America or any
agency thereof or obligations Guaranteed by the United States of America or any
agency thereof, (ii) Investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital surplus and
undivided profits aggregating in excess of $250 million (or the foreign currency
equivalent thereof) and whose long-term debt, or whose parent holding company's
long-term debt, is rated "A" (or such similar equivalent rating) or higher by at
least one nationally recognized statistical rating organization (as defined in
Rule 436 under the Securities Act), (iii) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in clause
(i) above entered into with a bank meeting the qualifications described in
clause (ii) above, (iv) Investments in commercial paper, maturing not more than
180 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P,
(v) Investments in securities with maturities of six months or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States of America, or by any political subdivision or
taxing authority thereof, and rated at least "A" by S&P or "A" by Moody's and
(vi) Investments in mutual funds whose investment guidelines restrict such
funds' investments to those satisfying the provisions of clauses (i) through (v)
above.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) and the rules and regulations thereunder as in effect on
the date on which this Indenture is qualified under the TIA, except as provided
in Section 9.03 hereof; provided, however, that, in the event the Trust
Indenture Act of 1939 is amended after such date, "TIA" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

                  "Trustee" means United States Trust Company of New York, a
banking corporation organized and existing under the laws of the State of New
York, until a successor replaces it in accordance with Article 7 and thereafter
means the successor serving hereunder.

                  "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company


                                      -20-
<PAGE>   27
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any
property of, the Company or any Restricted Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided, however, that each
Subsidiary to be so designated and each of its Subsidiaries has not at the time
of such designation, and does not thereafter create, Incur, issue, assume,
Guarantee or otherwise becomes liable with respect to any Indebtedness other
than Non-Recourse Indebtedness and either (A) the Subsidiary to be so designated
has total consolidated assets of $10,000 or less or (B) if such Subsidiary has
consolidated assets greater than $10,000, then such designation would be
permitted under Section 4.07. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary subject to the limitations
contained in Section 4.18.

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

                  "U.S. Physical Notes" has the meaning provided in Section
2.01.

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

SECTION 1.02.  OTHER DEFINITIONS.

                                                                      Defined in
         Term                                                            Section

         "actual knowledge".................................................7.02
         "Affiliate Transaction"............................................4.11
         "Agent Members"....................................................2.16
         "Asset Disposition Offer"..........................................3.09
         "Bankruptcy Law"...................................................6.01
         "Change of Control Payment"........................................4.14
         "Change of Control Payment Date"...................................4.14
         "covenant defeasance option".......................................8.01
         "Custodian"........................................................6.01
         "Declaration"......................................................6.02
         "Default Amount"...................................................6.02
         "Designation"......................................................4.18


                                      -21-
<PAGE>   28
         "Designation Amount"...............................................4.18
         "Event of Default".................................................6.01
         "Funding Subsidiary Guarantor"....................................10.05
         "Global Note"......................................................2.01
         "Guaranteed Obligations"..........................................10.01
         "judgment default provision".......................................6.01
         "legal defeasance option"..........................................8.01
         "Legal Holiday"...................................................10.07
         "Net Available Cash"...............................................4.10
         "Notice of Default"................................................6.01
         "Offer Amount".....................................................3.09
         "Offer Period".....................................................3.09
         "Paying Agent".....................................................2.03
         "Purchase Date"....................................................3.09
         "Registrar"........................................................2.03
         "Revocation".......................................................4.18
         "Successor Company"................................................5.01
         "Taxes"............................................................4.05

SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
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:

                  "obligor" on the Notes means the Company, the Subsidiary
Guarantors and any successor obligor upon the Notes.

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

SECTION 1.04.  RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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


                                      -22-
<PAGE>   29
             (iii)  "or" is not exclusive;

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

               (v)  provisions apply to successive events and transactions.


                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01.  FORM AND DATING.

                  The Initial Notes, the notation thereon relating to the
Subsidiary Guarantees and the Trustee's certificate of authentication thereon
shall be substantially in the form of Exhibit A hereto. The Exchange Notes, the
notation thereon relating to the Subsidiary Guarantees and the Trustee's
certificate of authentication thereon shall be substantially in the form of
Exhibit B hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or Depository rule or usage. The Company, the
Subsidiary Guarantors and the Trustee shall approve the form of the Notes and
any notation, legend or endorsement on them. Each Note shall be dated the date
of its authentication.

                  The terms and provisions contained in the forms of the Notes
and the Subsidiary Guarantees, annexed hereto as Exhibits A and B, shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

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

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A (the "Offshore
Physical Notes"). Notes offered and sold in reliance on any other exemption from
registration under the Securities Act other


                                      -23-
<PAGE>   30
than as described in the preceding paragraph shall be issued, and Notes offered
and sold in reliance on Rule 144A may be issued, in the form of permanent
certificated Notes in registered form, in substantially the form set forth in
Exhibit A (the "U.S. Physical Notes"). The Offshore Physical Notes and the U.S.
Physical Notes are sometimes collectively herein referred to as the "Physical
Notes".

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

                  (a) Two Officers of the Company (each of whom shall, in each
case, have been duly authorized by all requisite corporate actions) shall sign
the Notes for the Company by manual or facsimile signature. If an Officer whose
signature is on a Note no longer holds that office at the time the Note is
authenticated, the Note shall nevertheless be valid. Each Subsidiary Guarantor
shall execute a Subsidiary Guarantee in the manner set forth in Section 10.02.

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

                  (c) The Trustee shall authenticate (i) Initial Notes for
original issue in the aggregate principal amount not to exceed $125,000,000, and
(ii) Exchange Notes from time to time for issue only in exchange for a like
principal amount of Initial Notes, in each case upon receipt of a written order
of the Company signed by two Officers.

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

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

                  (a) The Company shall maintain an office or agency (which
shall be located in the Borough of Manhattan in the City of New York, State of
New York) where (i) Notes may be presented for registration of transfer or for
exchange ("Registrar"), (ii) Notes may be presented for payment ("Paying Agent")
and (iii) notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder. The


                                      -24-
<PAGE>   31
Company shall notify the Trustee and the Trustee shall notify the Noteholders of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any Subsidiary Guarantor may act as
Paying Agent, Registrar or co-registrar. The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture, which
shall incorporate the provisions of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.07 hereof.

                  (b) The Company initially appoints the Trustee as Registrar,
Paying Agent and agent for service of notices and demands in connection with the
Notes.

SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05.  NOTEHOLDER 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 Noteholders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company, the Subsidiary Guarantors or any
other obligor on the Notes shall furnish to the Trustee at least seven Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Noteholders, including the
aggregate


                                      -25-
<PAGE>   32
principal amount of the Notes held by each thereof, and the Company, the
Subsidiary Guarantors or any other obligor on the Notes shall otherwise comply
with TIA Section 312(a).

SECTION 2.06.  TRANSFER AND EXCHANGE.

                  (a) Where Notes are presented to the Registrar or a
co-registrar with a request to register the transfer thereof or exchange them
for an equal principal amount of Notes of other denominations, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met; provided, that any Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar and the
Trustee duly executed by the Noteholder thereof or his attorney duly authorized
in writing. To permit registrations of transfer and exchanges, the Company shall
issue and the Trustee shall authenticate Notes at the Registrar's request.

                  (b) Neither the Registrar nor the Company shall be required
(i) to issue, to register the transfer of or to exchange Notes during a period
beginning at the opening of business on a Business Day 15 days before the day of
any selection of Notes for redemption under Section 3.02 hereof and ending at
the close of business on the day of selection, (ii) to register the transfer of
or exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part or (iii) to register the
transfer or exchange of a Note between the Record Date and the next succeeding
Interest Payment Date.

                  (c) No service charge by the Company shall be made for any
registration of a transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment by the Noteholder of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than such transfer tax or similar governmental
charge payable upon exchanges pursuant to Section 2.10, 3.06 or 9.05 hereof).

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

SECTION 2.07.  REPLACEMENT NOTES.

                  (a) If any mutilated Note is surrendered to the Trustee, or
the Company and the Trustee receive evidence to the satisfaction of each thereof
of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt by it of the


                                      -26-
<PAGE>   33
written order of the Company signed by two Officers of the Company, shall
authenticate a replacement Note if the Trustee's requirements for replacements
of Notes are met. If required by the Trustee or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Subsidiary Guarantors, the Trustee,
any Agent or any authenticating agent from any loss which any of them may suffer
if a Note is replaced. The Company and the Trustee may charge a Noteholder for
reasonable out-of-pocket expenses in replacing a Note.

                  (b) Every replacement Note is an obligation of the Company and
each of the Subsidiary Guarantors.

SECTION 2.08.  OUTSTANDING NOTES.

                  (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by the Company or by the
Trustee, those delivered to the Trustee for cancellation and those described in
this Section as not outstanding.

                  (b) If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

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

                  (d) Subject to Section 2.09 hereof, a Note does not cease to
be outstanding because the Company or an Affiliate of the Company or a
Subsidiary Guarantor holds the Note.

SECTION 2.09.  TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Subsidiary Guarantors, or any of their respective Affiliates
shall be considered as though not outstanding, except that for purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Responsible Officer of the
Trustee has actual knowledge are so owned shall be so disregarded.

SECTION 2.10.  TEMPORARY NOTES.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon written order of
the Company signed


                                      -27-
<PAGE>   34
by two Officers of the Company. Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company, the
Subsidiary Guarantors and the Trustee consider appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee, upon
receipt of the written order of the Company signed by two Officers of the
Company, shall authenticate definitive Notes in exchange for temporary Notes.
Until such exchange, temporary Notes shall be entitled to the same rights,
benefits and privileges under this Indenture as definitive Notes.

SECTION 2.11.  CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee (or its Agent) shall cancel all Notes, if not already cancelled,
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention
requirement of the Exchange Act), and deliver certification of their destruction
to the Company, unless by a written order, signed by two Officers of the
Company, the Company shall direct that cancelled Notes be returned to it. The
Company may not issue new Notes to replace Notes that it has redeemed or paid or
that have been delivered to the Trustee for cancellation. If the Company
acquires any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless or until the
same are surrendered to the Trustee (or its Agent) for cancellation pursuant to
this Section.

SECTION 2.12.  DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Noteholders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five Business Days prior to
the payment date, in each case at the rate provided in the Notes and in Section
4.01 hereof. The Company shall, with the consent of the Trustee, fix or cause to
be fixed each such special record date and payment date. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee, in the name of and at the expense of the Company) shall
mail to Noteholders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.13.  CUSIP NUMBER.

                  The Company in issuing the Notes may use a "CUSIP" number, and
if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a 


                                      -28-
<PAGE>   35
convenience to Noteholders; provided that no representation shall be deemed to
be made by the Trustee as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.14.  DEPOSIT OF MONEYS.

                  Prior to 10:00 a.m. New York City time on each Interest
Payment Date and Maturity Date, the Company shall deposit with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,
due on such Interest Payment Date or Maturity Date, as the case may be.

SECTION 2.15.  RESTRICTIVE LEGENDS.

                  Each Global Note and Physical Note that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") unless otherwise agreed by the Company and the Noteholder thereof:

         THIS NOTE OR ITS PREDECESSORS HAS NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR PLEDGED OR OTHERWISE
         TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, UNITED STATES PERSONS 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 INSTITUTIONAL "ACCREDITED INVESTOR"
         (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER
         THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT
         IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR
         BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
         (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE
         144(k) UNDER THE SECURITIES ACT AS IN EFFECT WITH RESPECT TO SUCH
         TRANSFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AMERICAN
         ARCHITECTURAL PRODUCTS CORPORATION OR ANY SUBSIDIARY THEREOF, (B)
         INSIDE THE UNITED STATES TO A 


                                      -29-
<PAGE>   36
         QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
         ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
         TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE
         FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND IF SUCH
         TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE
         TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL
         ACCEPTABLE TO AMERICAN ARCHITECTURAL PRODUCTS CORPORATION THAT SUCH
         TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE
         UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
         UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
         REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
         AVAILABLE), (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
         THE SECURITIES ACT OR (G) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION
         OF COUNSEL ACCEPTABLE TO AMERICAN ARCHITECTURAL PRODUCTS CORPORATION)
         AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS AND
         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS
         USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
         "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION
         S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
         REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
         IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                  Each Global Note shall also bear the following legend on the
face thereof:

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
         THE DEPOSITORY OR 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 


                                      -30-
<PAGE>   37
         DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. TRANSFERS OF THIS
         GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
         NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
         NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
         TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
         INDENTURE.

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
         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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
         ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO 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.

SECTION 2.16.  BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE.

                  (a) The Global Note initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Section 2.15.

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

                  (b) Transfers of the Global Note shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interest of 


                                      -31-
<PAGE>   38
beneficial owners in the Global Note may be transferred or exchanged for
Physical Notes in accordance with the rules and procedures of the Depository and
the provisions of Section 2.17. In addition, Physical Notes shall be transferred
to all beneficial owners in exchange for their beneficial interests in the
Global Note if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the Global Note and a successor depository
is not appointed by the Company within 90 days of such notice or (ii) an Event
of Default has occurred and is continuing and the Registrar has received a
written request from the Depository or the Trustee to issue Physical Notes.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in the Global Note to beneficial owners pursuant to
paragraph (b) above, the Registrar shall (if one or more Physical Notes are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of the beneficial interest in the Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and amount.

                  (d) In connection with the transfer of the entire Global Note
to beneficial owners pursuant to paragraph (b), the Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depository in exchange for its beneficial interest in
the Global Note, an equal aggregate principal amount of Physical Notes of
authorized denominations.

                  (e) Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in the Global Note pursuant to paragraph
(b) or (c) above shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.17, bear the legend regarding transfer restrictions applicable
to the Physical Notes set forth in Section 2.15.

                  (f) The Holder of the Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Noteholder is
entitled to take under this Indenture or the Notes.

SECTION 2.17.  SPECIAL TRANSFER PROVISIONS.

                  (a) Transfers to Non-QIB Institutional Accredited Investors
and Non- U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted
Security to any Institutional Accredited Investor which is not a QIB or to any
Non-U.S. Person:


                                      -32-
<PAGE>   39
                  (i) the Registrar shall register the transfer of any Note
         constituting a Restricted Security, whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after
         December 10, 1999 or (y) (1) in the case of a transfer to an
         Institutional Accredited Investor which is not a QIB (excluding
         Non-U.S.Persons), the proposed transferee has delivered to the
         Registrar a certificate substantially in the form of Exhibit C hereto
         or (2) in the case of a transfer to a Non-U.S. Person, the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit D hereto; and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Depository's and the
         Registrar's procedures, whereupon (a) the Registrar shall reflect on
         its books and records the date and a decrease in the principal amount
         of the Global Note in an amount equal to the principal amount of the
         beneficial interest in the Global Note to be transferred, and (b) the
         Company shall execute and the Trustee shall authenticate and deliver
         one or more Physical Notes of like tenor and amount.

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

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


                                      -33-
<PAGE>   40
                  (ii) if the proposed transferee is an Agent Member and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the Global Note, upon receipt by
         the Registrar of instructions given in accordance with the Depository's
         and the Registrar's procedures, the Registrar shall reflect on its
         books and records the date and an increase in the principal amount of
         the Global Note in an amount equal to the principal amount of the
         Physical Notes to be transferred, and the Trustee shall cancel the
         Physical Notes so transferred.

                  (c) Private Placement Legend. Upon the registration of the
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the registration of the transfer, exchange or replacement of Notes
bearing the Private Placement Legend, the Registrar shall deliver only Notes
that bear the Private Placement Legend unless (i) the circumstance contemplated
by paragraph (a)(i)(x) of this Section 2.17 exists or (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act.

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

                  The Registrar shall retain for at least two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable written notice to the
Registrar.

SECTION 2.18.  PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12, the Company, the Trustee, any Paying
Agent, any Registrar and any co-registrar and any Agent of any of the foregoing
may deem and treat the Person in whose name any Note shall be registered upon
the register of Notes kept by the Registrar as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
the ownership or other writing thereon made by anyone other than the Company,
any Registrar or any co-registrar) for the purpose of receiving payments of
principal of or interest on such Note and for all other purposes; and none of
the Company, the Trustee, any Paying Agent, any Registrar or any co-registrar or
any Agent of the foregoing shall be affected by any notice to the contrary.


                                      -34-
<PAGE>   41
SECTION 2.19.  RECORD DATE.

                  The record date for purposes of determining the identity of
Noteholders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be the later of (i) 30 days
prior to the first solicitation of such consent or (ii) the date of the most
recent list of Holders furnished to the Trustee, if applicable, pursuant to
Section 2.05 hereto.


                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01.  NOTICES TO TRUSTEE.

                  (a) If the Company elects to redeem Notes pursuant to the
optional redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 60 days (unless a shorter period is acceptable to the Trustee)
a redemption date, an Officers' Certificate setting forth (i) the Section of
this Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption
price and accrued and unpaid interest and (v) whether it requests the Trustee to
give notice of such redemption.

                  (b) If the Company is required to make an offer to purchase
Notes pursuant to the provisions of Sections 4.10 or 4.14 hereof, it shall
furnish to the Trustee at least 30 days (or such lesser period as the Trustee
may agree) but not more than 60 days before mailing any offer to purchase
pursuant to such Sections, an Officers' Certificate setting forth (i) the
Section of this Indenture pursuant to which the offer to purchase shall occur,
(ii) the proposed purchase date, (iii) the maximum principal amount of Notes to
be purchased, (iv) the purchase price and accrued and unpaid interest, (v)
whether it requests the Trustee to mail any offer to purchase and (vi) further
setting forth a statement to the effect that (a) the Company or one of its
Subsidiaries has effected an Asset Disposition and the conditions set forth in
Section 4.10 have been satisfied or (b) a Change of Control has occurred and the
conditions set forth in Section 4.14 have been satisfied, as applicable.

SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.

                  (a) If less than all of the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed among the Noteholders on a pro
rata basis, by lot or in accordance with any other method the Trustee considers
fair and appropriate (and in such manner as complies with applicable legal and
stock exchange requirements, if any); provided, however, that if a partial
redemption is made with the proceeds of an Equity 


                                      -35-
<PAGE>   42
Offering, selection of the Notes or portion thereof for redemption shall be made
by the Trustee only on a pro rata basis to the extent practicable, unless such
method is otherwise prohibited. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 45 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.

                  (b) The Trustee shall promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes may be
redeemed in part in multiples of $1,000 principal amount only. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

                  (c) Notice of redemption will be sent, by first class mail,
postage prepaid, at least 30 days prior to the date fixed for redemption to each
Holder whose Notes are to be redeemed at the last address for such Holder then
shown on the registry books.

SECTION 3.03.  NOTICE OF REDEMPTION.

                  (a) Subject to the provisions of Section 3.09 hereof, at least
30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed a notice of redemption by first class mail, postage
prepaid to each Holder whose Notes are to be redeemed at the last address for
such Holder then shown on the registry books.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (i)   the redemption date;

                 (ii)   the redemption price;

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

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

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


                                      -36-
<PAGE>   43
                 (vi) that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

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

               (viii) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

                  (b) At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense;
provided, however, that the Company shall have delivered to the Trustee at least
45 days (unless a shorter period is acceptable to the Trustee) prior to the
proposed redemption date an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become due and payable on the
redemption date at the redemption price plus accrued and unpaid interest, if
any.

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

                  (a) Prior to 10:00 a.m., New York City time, on the redemption
date, the Company shall deposit with the Paying Agent (other than the Company or
any of its Subsidiaries) money sufficient to pay the redemption price of and
accrued interest on all Notes to be redeemed on that date. The Paying Agent
shall promptly return to the Company any money deposited with the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.

                  (b) If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest ceases to accrue
on the Notes or the portions of Notes called for redemption whether or not such
Notes are presented for payment, and the only remaining right of the Holders of
such Notes shall be to receive payment of the redemption price upon surrender to
Paying Agent if the Notes are redeemed. If a Note is redeemed on or after a
Record Date but on or prior to the related Interest Payment Date, then any
accrued and unpaid interest shall be paid to the Person in 


                                      -37-
<PAGE>   44
whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

SECTION 3.06.  NOTES REDEEMED IN PART.

                  If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after any redemption date, interest
will cease to accrue on the Notes or part thereof called for redemption as long
as the Company has deposited with the Paying Agent funds in satisfaction of the
redemption price pursuant to this Indenture.

SECTION 3.07.  OPTIONAL REDEMPTION.

                  (a) Except as provided in Section 3.07(b), the Company may
redeem all or any portion of the Notes at any time on or after December 1, 2002,
at a redemption price equal to a percentage of the principal amount thereof, as
set forth in the immediately succeeding sentence, plus accrued and unpaid
interest to the redemption date. The redemption price as a percentage of the
principal amount shall be as follows, if the Notes are redeemed during the 12
month period commencing on December 1 of the years set forth below, plus in each
case, accrued and unpaid interest to the date of redemption (subject to the
right of holders of record on the relevant record date to receive interest on
the relevant Interest Payment Date):

<TABLE>
<CAPTION>
                  Period                             Redemption Price
                  ------                             ----------------
                 <S>                                   <C>
                  2002                                   105.000%
                  2003                                   103.333%
                  2004                                   101.667%
                  2005 and thereafter                    100.000%
</TABLE>
                  (b) At any time, or from time to time, prior to December 1,
2000, the Company may, at its option, redeem up to 35% of the aggregate
principal amount of the Notes with the net cash proceeds of one or more Equity
Offerings by the Company so long as there is a Public Market at the time of such
redemption (which fact shall be certified to the Trustee in an Officer's
Certificate delivered to the Trustee pursuant to Section 3.01(a)) at a
redemption price equal to 110% of the principal amount thereof, plus accrued and


                                      -38-
<PAGE>   45
unpaid interest thereon, if any, to the date of redemption; provided, however,
that after any such redemption the aggregate principal amount of the Notes
outstanding must equal at least $82 million. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall make such
redemption not more than 90 days after the consummation of any such Equity
Offering.

SECTION 3.08.  MANDATORY REDEMPTION.

                  Except as set forth in Sections 4.10 and 4.14, the Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Notes.

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

                  (a) In the event that, pursuant to Section 4.10 hereof, the
Company shall commence an offer to all Noteholders to purchase Notes (an "Asset
Disposition Offer"), it shall follow the procedures specified below:

                   (i) The Asset Disposition Offer shall remain open for a
         period of 30 Business Days following its commencement and no longer,
         except to the extent that a longer period is required by applicable law
         (the "Offer Period"). No later than five Business Days after the
         termination of the Offer Period (the "Purchase Date"), the Company
         shall purchase the principal amount of Notes required to be purchased
         pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
         the Offer Amount has been tendered, all Notes tendered in response to
         the Asset Disposition Offer.

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

                   (iii) Upon the commencement of any Asset Disposition Offer,
         the Company shall send or cause to be sent in accordance with Section
         3.03, a notice to each Noteholder. The notice shall contain all
         instructions and materials necessary to enable such Holders to tender
         Notes pursuant to the Asset Disposition Offer. The notice, which shall
         govern the terms of the Asset Disposition Offer, shall state:

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


                                      -39-
<PAGE>   46
                           (2) the Offer Amount, the purchase price and the
                   Purchase Date;

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

                           (4) that any Note accepted for payment pursuant to
                   the Asset Disposition Offer shall cease to accrue interest
                   after the Purchase Date;

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

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

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

                           (8) that Holders whose Notes were purchased only in
                   part shall be issued new Notes equal in principal amount to
                   the unpurchased portion of the Notes surrendered.

                  (iv) On or before the Purchase Date, the Company shall, to the
         extent lawful, accept for payment, on a pro rata basis to the extent
         necessary, the Offer Amount of Notes or portions thereof tendered
         pursuant to the Asset Disposition Offer or, if less than the Offer
         Amount has been tendered, all Notes or portions thereof tendered, and
         deliver to the Trustee an Officers' Certificate stating that such Notes
         or portions thereof were accepted for payment by the Company in
         accordance with the terms of this Section 3.09. The Paying Agent shall
         promptly (but in any case not later than five Business Days after the
         Purchase Date) mail or deliver to each tendering Holder an amount equal
         to the purchase price of the Note tendered by such Holder and accepted
         by the Company for purchase, and the Company shall 


                                      -40-
<PAGE>   47
         promptly issue a new Note, and at the written request of the Company
         the Trustee shall authenticate and mail or deliver such new Note, to
         such Holder equal in principal amount to any unpurchased portion of the
         Note surrendered. Any Note not so accepted shall be promptly mailed or
         delivered by the Company to the Holder thereof. The Company shall
         publicly announce the results of the Asset Disposition Offer on the
         Purchase Date.


                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.  PAYMENT OF NOTES.

                  (a) The Company shall pay the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes
and in this Indenture. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary Guarantor, holds as of 10:00 a.m. New York City time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. Such Paying Agent shall return to the Company, no later than
five Business Days following the date of payment, any money (including accrued
interest paid by the Company) that exceeds such amount of principal, premium, if
any, and interest paid on the Notes.

                  (b) The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 2% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful, and it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.


SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.

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


                                      -41-
<PAGE>   48
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

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

SECTION 4.03.  SEC REPORTS.

                  (a) Upon consummation of the Exchange Offer and the issuance
of the Exchange Notes, the Company and each Subsidiary Guarantor (at its own
expense) shall file with the Commission and shall furnish to the Trustee and
each Noteholder within 15 days after it files them with the Commission copies of
the quarterly and annual reports and of the information, documents, and other
reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) to be filed pursuant to Section 13 or
15(d) of the Exchange Act (without regard to whether the Company is subject to
the requirements of such Section 13 or 15(d) of the Exchange Act); provided,
that prior to the consummation of the Exchange Offer and the issuance of the
Exchange Notes, the Company (at its own expense), will mail to the Trustee and
the Noteholders in accordance with paragraph (b) of this Section 4.03
substantially the same information that would have been required by the
foregoing documents within 15 days of when any such document would otherwise
have been required to be filed with the Commission. Upon qualification of this
Indenture under the TIA, the Company and each Subsidiary Guarantor shall also
comply with the provisions of TIA Section 314(a).

                  (b) At the Company's expense, the Company and each Subsidiary
Guarantor, as applicable, shall cause an annual report if furnished by it to
stockholders generally and each quarterly or other financial report if furnished
by it to stockholders generally to be filed with the Trustee and mailed to the
Noteholders at their addresses appearing in the register of Notes maintained by
the Registrar at the time of such mailing or furnishing to stockholders.


                                      -42-
<PAGE>   49
                  (c) The Company and each Subsidiary Guarantor shall provide to
any Holders of Initial Notes any information reasonably requested by such
Noteholder concerning the Company and each Subsidiary Guarantor (including
financial statements) necessary in order to permit such Noteholder to sell or
transfer Notes in compliance with Rule 144A under the Securities Act.

                  (d) If the Company instructs the Trustee to distribute any of
the documents described in Section 4.03(a) to the Noteholders, the Company shall
provide the Trustee with a sufficient number of copies of all such documents.

SECTION 4.04.  COMPLIANCE CERTIFICATES.

                  (a) The Company and each Subsidiary Guarantor shall deliver to
the Trustee, within 90 days after the end of each fiscal year, an Officers'
Certificate signed by its principal executive officer, principal financial
officer or principal accounting officer stating that a review of the activities
of the Company and its Subsidiaries or such Subsidiary Guarantor, as the case
may be, during the preceding fiscal year has been made under the supervision of
the signing Officers with a view to determining whether each has kept, observed,
performed and fulfilled its Obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge each has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred during such
period, describing all such Defaults or Events of Default of which he or she may
have knowledge and what action each is taking or proposes to take with respect
thereto).

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03 above shall be
accompanied by a written statement of (x) the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of Article 4, 5 or 6 of this Indenture
insofar as they relate to accounting matters or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation and (y) if
any Restricted Subsidiary's or Subsidiary Guarantor's financial statements are
not prepared on a consolidated basis with the Company's, such Restricted
Subsidiary's or Guarantor's independent public accountants (who shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
which would lead them to 


                                      -43-
<PAGE>   50
believe that any of the Restricted Subsidiaries or Subsidiary Guarantors is in
Default under this Indenture or, if any such Default has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

                  (c) The Company and each of the Subsidiary Guarantors shall,
so long as any of the Notes are outstanding, deliver to the Trustee, forthwith
upon any Officer becoming aware of (i) any Default or Event of Default or (ii)
any event of default under any other mortgage, indenture or instrument to which
the Company is a party, an Officers' Certificate specifying such Default, Event
of Default or event of default and what action the Company or such Subsidiary
Guarantor, as the case may be, is taking or proposes to take with respect
thereto.

                  (d) The Company and each of the Subsidiary Guarantors shall
also comply with TIA Section 314(a)(4).

SECTION 4.05.  TAXES.

                  The Company and each of the Subsidiary Guarantors will, and
will cause its Restricted Subsidiaries to, pay and discharge when due all taxes,
levies, imposts, duties or other governmental charges ("Taxes") imposed on its
income or profits or on any of its properties, except such Taxes which are being
contested in good faith in appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP.

SECTION 4.06.  STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.  LIMITATION ON RESTRICTED PAYMENTS.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries, directly or indirectly, to (i) declare or pay any
dividend or make any 


                                      -44-
<PAGE>   51
distribution on or in respect of its Capital Stock (including any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) except (A) dividends or distributions payable in its
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such Capital Stock and (B) dividends or distributions payable
to the Company or a Restricted Subsidiary of the Company which holds any equity
interest in the paying Restricted Subsidiary (and if the Restricted Subsidiary
paying the dividend or making the distribution is not a Wholly-Owned Subsidiary,
to its other holders of Capital Stock on a pro rata basis), (ii) purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company
held by Persons other than a Wholly-Owned Subsidiary of the Company or any
Capital Stock of a Restricted Subsidiary of the Company held by any Affiliate of
the Company, other than a Wholly-Owned Subsidiary (in either case, other than in
exchange for its Capital Stock (other than Disqualified Stock)), (iii) purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations or (iv) make any Investment (other than a Permitted
Investment) in any Person (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Investment
as described in preceding clauses (i) through (iv) being referred to as a
"Restricted Payment"), if at the time the Company or such Restricted Subsidiary
makes such Restricted Payment:

                  (1) a Default or Event of Default shall have occurred and be
         continuing (or would result therefrom); or

                  (2) the Company is not able to Incur an additional $1.00 of
         Indebtedness pursuant to paragraph (a) under Section 4.09; or

                  (3) the aggregate amount of such Restricted Payment and all
         other Restricted Payments declared or made subsequent to the Issue Date
         would exceed the sum of (A) 50% of the Consolidated Net Income accrued
         during the period (treated as one accounting period) from the first day
         of the fiscal quarter beginning on or after the Issue Date to the end
         of the most recent fiscal quarter ending prior to the date of such
         Restricted Payment as to which financial results are available (but in
         no event ending more than 135 days prior to the date of such Restricted
         Payment) (or, in case such Consolidated Net Income shall be a deficit,
         minus 100% of such deficit); (B) the aggregate net proceeds received by
         the Company from the issue or sale of its Capital Stock (other than
         Disqualified Stock) or other capital contributions subsequent to the
         Issue Date (other than net proceeds received from an issuance or sale
         of such Capital Stock to (x) a Subsidiary of the Company, (y) an
         employee stock ownership plan or similar trust of (z) management
         employees of the Company or any Subsidiary of the Company (other than
         sales of Capital Stock (other than Disqualified Stock) to management
         employees of the Company pursuant to bona fide employee stock option
         plans of the Company); provided, however, that 


                                      -45-
<PAGE>   52
         the value of any non-cash net proceeds shall be as determined by the
         Board of Directors in good faith, except that in the event the value of
         any non-cash, net proceeds shall be $2.0 million or more, the value
         shall be as determined in writing by an independent investment banking
         firm of nationally recognized standing; (C) the amount by which
         Indebtedness of the Company is reduced on the Company's balance sheet
         upon the conversion or exchange (other than by a Restricted Subsidiary
         of the Company) subsequent to the Issue Date of any Indebtedness of the
         Company convertible or exchangeable for Capital Stock of the Company
         (less the amount of any cash, or other property, distributed by the
         Company upon such conversion or exchange); and (D) the amount equal to
         the net reduction in Investments (other than Permitted Investments)
         made after the Issue Date by the Company or any of its Restricted
         Subsidiaries in any Person resulting from (i) repurchases or
         redemptions of such Investments by such Person, proceeds realized upon
         the sale of such Investment to an unaffiliated purchaser, repayments of
         loans or advances or other transfers of assets by such Person to the
         Company or any Restricted Subsidiary of the Company or (ii) the
         redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries
         (valued in each case as provided in the definition of "Investment") not
         to exceed, in the case of any Unrestricted Subsidiary, the amount of
         Investments previously included in the calculation of the amount of
         Restricted Payments; provided, however, that no amount shall be
         included under this clause (D) to the extent it is already included in
         Consolidated Net Income.

                  (b) The provisions of paragraph (a) shall not prohibit: (i)
any purchase or redemption of Capital Stock or Subordinated Obligations of the
Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary, an employee stock
ownership plan or similar trust or management employees of the Company or any
Subsidiary of the Company); provided, however, that (A) such purchase or
redemption shall be excluded in the calculation of the amount of Restricted
Payments and (B) the Net Cash Proceeds from such sale shall be excluded from
clause (3) (B) of paragraph (a); (ii) any purchase or redemption of Subordinated
Obligations of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of the Company in
compliance with Section 4.09; provided, further, that such purchase or
redemption shall be excluded in the calculation of the amount of Restricted
Payments; (iii) any purchase or redemption of Subordinated Obligations as a
result of a Change of Control (provided that Section 4.14 is complied with) and
(iv) any purchase or redemption of Subordinated Obligations from Net Available
Cash to the extent permitted under Section 4.10; provided, further, that such
purchase or redemption shall be excluded in the calculation of the amount of
Restricted Payments; and (v) dividends paid within 60 days after the date of
declaration if at such date of declaration such dividend would have complied
with this provision; provided, however, 


                                      -46-
<PAGE>   53
that such dividend shall be included in the calculation of the amount of
Restricted Payments; provided, however, that in the case of clauses (i), (ii),
(iii) and (iv) no Default or Event of Default shall have occurred or be
continuing at the time of such payment or as a result thereof.

                  (c) For purposes of determining compliance with the covenant
set forth in this Section 4.07, Restricted Payments may be made with cash or
non-cash assets, provided that any Restricted Payment made other than in cash
shall be valued at the fair market value (determined, subject to the additional
requirements of the immediately succeeding proviso, in good faith by the Board
of Directors) of the assets so utilized in making such Restricted Payment,
provided, further, that (i) in the case of any Restricted Payment made with
Capital Stock or Indebtedness, such Restricted Payment shall be deemed to be
made in an amount equal to the greater of the fair market value thereof and the
liquidation preference (if any) or principal amount of the Capital Stock or
Indebtedness, as the case may be, so utilized, and (ii) in the case of any
Restricted Payment in an aggregate amount in excess of $2.0 million, a written
opinion as to the fairness of the valuation thereof (as determined by the
Company) for purposes of determining compliance with Section 4.07 shall be
issued by an independent investment banking firm of national standing.

                  (d) Not later than the date of making any Restricted Payment,
the Company shall deliver to the Trustee an Officer's Certificate stating that
such Restricted Payment complies with this Indenture and setting forth in
reasonable detail the basis upon which the required calculations were computed,
which calculations may be based upon the Company's latest available quarterly
financial statements, and a copy of any required investment banker's opinion.

SECTION 4.08.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED 
SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any such Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make
any loans or advances to the Company or (iii) transfer any of its property or
assets to the Company, except: (a) any encumbrance or restriction pursuant to an
agreement in effect at or entered into on the Issue Date; (b) any encumbrance or
restriction with respect to such a Restricted Subsidiary pursuant to an
agreement relating to any Indebtedness issued by such Restricted Subsidiary on
or prior to the date on which such Restricted Subsidiary was acquired by the
Company and outstanding on such date (other than Indebtedness Incurred in
anticipation of, or to provide all or any portion of the funds or credit support
utilized to consummate, the transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted 


                                      -47-
<PAGE>   54
Subsidiary of the Company or was acquired by the Company); (c) any encumbrance
or restriction with respect to such a Restricted Subsidiary pursuant to an
agreement evidencing Indebtedness Incurred without violation of this Indenture
or effecting a refinancing of Indebtedness issued pursuant to an agreement
referred to in clauses (a) or (b) or this clause (c) or contained in any
amendment to an agreement referred to in clauses (a) or (b) or this clause (c);
provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any of such agreement, refinancing agreement
or amendment, taken as a whole, are no less favorable to the Holders of the
Notes in any material respect, as determined in good faith by the Board of
Directors of the Company, than encumbrances and restrictions with respect to
such Restricted Subsidiary contained in agreements in effect at, or entered into
on, the Issue Date; (d) in the case of clause (iii) of this Section 4.08, any
encumbrance or restriction (A) that restricts in a customary manner the
subletting, assignment or transfer of any property or asset that is a lease,
license, conveyance or contract or similar property or asset, (B) by virtue of
any transfer of, agreement to transfer, option, or right with respect to, or
Lien on, any property or assets of the Company or any Restricted Subsidiary not
otherwise prohibited by this Indenture, (C) that is included in a licensing
agreement to the extent such restrictions limit the transfer of the property
subject to such licensing agreement or (D) arising or agreed to in the ordinary
course of business and that does not, individually or in the aggregate, detract
from the value of property or assets of the Company or any of its Subsidiaries
in any manner material to the Company or any such Restricted Subsidiary; (e) in
the case of clause (iii) of this Section 4.08, restrictions contained in
security agreements, mortgages or similar documents securing Indebtedness of a
Restricted Subsidiary to the extent such restrictions restrict the transfer of
the property subject to such security agreements; (f) in the case of clause
(iii) of this Section 4.08, any instrument governing or evidencing Indebtedness
of a Person acquired by the Company or any Restricted Subsidiary of the Company
at the time of such acquisition, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person so acquired; provided, however, that such Indebtedness is not
Incurred in connection with or in contemplation of such acquisition; (g) any
restriction with respect to such a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
of the Capital Stock or assets of such Restricted Subsidiary pending the closing
of such sale or disposition; and (h) encumbrances or restrictions arising or
existing by reason of applicable law.

SECTION 4.09.  LIMITATION ON INDEBTEDNESS.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness; provided, however, that: (i)
the Company and its Restricted Subsidiaries may Incur Indebtedness which is
expressly subordinate and junior in right of payment to the Notes, if no Default
or Event of Default shall have occurred and be continuing at the time of such
Incurrence or would occur as a consequence of such 


                                      -48-
<PAGE>   55
Incurrence and the Consolidated Coverage Ratio would be equal to at least 2.00
to 1.00; and (ii) the Company and its Restricted Subsidiaries may Incur Senior
Indebtedness if no Default or Event of Default shall have occurred and be
continuing at the time of such Incurrence or would occur as a consequence of
such Incurrence and the Consolidated Coverage Ratio would be at least equal to
(x) 2.25 to 1.00 if such Indebtedness is Incurred prior to December 1, 1999, and
(y) 2.00 to 1.00 if such Indebtedness is Incurred thereafter.

                  (b) Notwithstanding the foregoing paragraph (a), the Company
and its Restricted Subsidiaries may Incur the following Indebtedness:

                  (i) Secured Indebtedness (including, without limitation, any
         renewal, extension, refunding, restructuring, replacement or
         refinancing thereof referred to in the definition thereof); provided,
         however, that the aggregate principal amount of all Secured
         Indebtedness Incurred pursuant to this clause (i) does not exceed $25.0
         million at any time outstanding, less the aggregate principal amount
         thereof repaid with the net proceeds of Asset Dispositions;

                  (ii) Indebtedness represented by Capitalized Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case Incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property or
         equipment used in a Permitted Business or Incurred to refinance any
         such purchase price or cost of construction or improvement, in each
         case Incurred no later than 365 days after the date of such acquisition
         or the date of completion of such construction or improvement;
         provided, however, that the principal amount of any Indebtedness
         Incurred pursuant to this clause (ii), shall not exceed $5 million at
         any time outstanding;

                  (iii) Indebtedness of the Company owing to and held by any
         Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary
         owing to and held by the Company or any Wholly-Owned Subsidiary;
         provided, however, that any subsequent issuance or transfer of any
         Capital Stock or any other event which results in any such Wholly-Owned
         Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent
         transfer of any such Indebtedness (except to the Company or any
         Wholly-Owned Subsidiary) shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the issuer thereof;

                  (iv) Indebtedness represented by (a) the Notes, (b) the
         Subsidiary Guarantees, (c) Existing Indebtedness and (d) any
         Refinancing Indebtedness Incurred in respect of any Indebtedness
         described in this clause (iv) or Incurred pursuant to paragraph (a)
         above;


                                      -49-
<PAGE>   56
                  (v) (A) Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on the date on which such Restricted Subsidiary was
         acquired by the Company (other than Indebtedness Incurred in
         anticipation of, or to provide all or any portion of the funds or
         credit support utilized to consummate the transaction or series of
         related transactions pursuant to which such Restricted Subsidiary
         became a Subsidiary or was otherwise acquired by the Company);
         provided, however, that at the time such Restricted Subsidiary is
         acquired by the Company, the Company would have been able to Incur $
         1.00 of additional Indebtedness pursuant to paragraph (a) above after
         giving effect to the Incurrence of such Indebtedness pursuant to this
         clause (v) and (B) Refinancing Indebtedness Incurred by a Restricted
         Subsidiary in respect of Indebtedness Incurred by such Restricted
         Subsidiary pursuant to this clause (v);

                  (vi) Indebtedness (A) in respect of performance bonds,
         bankers' acceptances and surety or appeal bonds provided by the Company
         or any of its Restricted Subsidiaries to their customers in the
         ordinary course of their business, (B) in respect of performance bonds
         or similar obligations of the Company or any of its Restricted
         Subsidiaries for or in connection with pledges, deposits or payments
         made or given in the ordinary course of business in connection with or
         to secure statutory, regulatory or similar obligations, including
         obligations under health, safety or environmental obligations and (C)
         arising from Guarantees to suppliers, lessors, licensees, contractors,
         franchises or customers of obligations (other than Indebtedness)
         Incurred in the ordinary course of business;

                  (vii) Indebtedness under Currency Agreements and Interest Rate
         Agreements; provided, however, that in the case of Currency Agreements
         and Interest Rate Agreements, such Currency Agreements and Interest
         Rate Agreements are entered into for bona fide hedging purposes of the
         Company or its Restricted Subsidiaries (as determined in good faith by
         the Board of Directors of the Company) and correspond in terms of
         notional amount, duration, currencies and interest rates, as
         applicable, to Indebtedness of the Company or its Restricted
         Subsidiaries Incurred without violation of the Indenture or to business
         transactions of the Company or its Restricted Subsidiaries on customary
         terms entered into in the ordinary course of business;

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


                                      -50-
<PAGE>   57
         assets or Restricted Subsidiary of the Company for the purpose of
         financing such acquisition) in a principal amount not to exceed the
         gross proceeds actually received by the Company or any of its
         Restricted Subsidiaries in connection with such disposition; provided,
         however, that the principal amount of any Indebtedness Incurred
         pursuant to this clause (viii), when taken together with all
         Indebtedness Incurred pursuant to this clause (viii) and then
         outstanding, shall not exceed $2 million;

                  (ix) Indebtedness consisting of (A) Guarantees by the Company
         (so long as the Company could have Incurred such Indebtedness directly
         without violation of this Indenture) and (B) Guarantees by a Restricted
         Subsidiary of Senior Indebtedness Incurred by the Company without
         violation of this Indenture (so long as such Restricted Subsidiary
         could have Incurred such Indebtedness directly without violation of
         this Indenture);

                  (x) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument issued by
         the Company or its Restricted Subsidiaries drawn against insufficient
         funds in the ordinary course of business in an amount not to exceed
         $250,000 at any time; provided that such Indebtedness is extinguished
         within two Business Days of its incurrence; and

                  (xi) Indebtedness (other than Indebtedness described in
         clauses (i) -(x)) in a principal amount which, when taken together with
         the principal amount of all other Indebtedness Incurred pursuant to
         this clause (xi) and then outstanding, will not exceed $10.0 million
         (it being understood that any Indebtedness Incurred under this clause
         (xi) shall cease to be deemed Incurred or outstanding for purposes of
         this clause (xi) (but shall be deemed to be Incurred for purposes of
         paragraph (a)) from and after the first date on which the Company or
         its Restricted Subsidiaries could have Incurred such Indebtedness under
         the foregoing paragraph (a) without reliance upon this clause (xi)).

                  (c) Neither the Company nor any Restricted Subsidiary shall
Incur any Indebtedness under paragraph (b) above if the proceeds thereof are
used, directly or indirectly, to refinance any Subordinated Obligations of the
Company unless such Indebtedness shall be subordinated to the Notes to at least
the same extent as such Subordinated Obligations. No Restricted Subsidiary shall
Incur any Indebtedness under paragraph (b) above if the proceeds thereof are
used, directly or indirectly, to refinance any Guarantor Subordinated Obligation
of such Subsidiary Guarantor unless such Indebtedness shall be subordinated to
the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee to
at least the same extent as such Guarantor Subordinated Obligation.


                                      -51-
<PAGE>   58
                  (d) The Company will not permit any Unrestricted Subsidiary to
Incur any Indebtedness other than Non-Recourse Debt.

SECTION 4.10.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any Asset Disposition unless (i) the Company or
such Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value, as determined in good faith
by the Company's Board of Directors (including as to the value of all non-cash
consideration), of the shares and assets subject to such Asset Disposition, (ii)
at least 80% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents and (iii) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) (A)
first, to the extent the Company or any Restricted Subsidiary elects (or is
required by the terms of any Secured indebtedness), (x) to prepay, repay or
purchase Secured Indebtedness or (y) to the investment in or acquisition of
Additional Assets within 270 days from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash; (B) second, within 270
days from the receipt of such Net Available Cash, to the extent of the balance
of such Net Available Cash after application in accordance with clause (A), to
make an offer to purchase Notes at 101% of their principal amount plus accrued
and unpaid interest, if any, thereon; (C) third, within 90 days after the later
of the application of Net Available Cash in accordance with clauses (A) and (B)
and the date that is one year from the receipt of such Net Available Cash, to
the extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B), to prepay, repay or repurchase Indebtedness
(other than Preferred Stock) of the Company or of a Wholly-Owned Subsidiary (in
each case other than Indebtedness owed to the Company); and (D) fourth, to the
extent of the balance of such Net Available Cash after application in accordance
with clauses (A), (B) and (C), to (w) the investment in or acquisition of
Additional Assets, (x) the making of Temporary Cash Investments, (y) the
prepayment, repayment or purchase of Indebtedness of the Company (other than
Indebtedness owing to any Subsidiary of the Company) or Indebtedness of any
Subsidiary (other than Indebtedness owed to the Company or any of its
Subsidiaries) or (z) any other purpose otherwise permitted under the Indenture,
in each case within the later of 45 days after the application of Net Available
Cash in accordance with clauses (A), (B) and (C) or the date that is one year
from the receipt of such Net Available Cash; provided, however, that, in
connection with any prepayment, repayment or purchase of Indebtedness pursuant
to clause (A), (B), (C) or (D) above, the Company or such Restricted Subsidiary
shall retire such Indebtedness and shall cause the related loan commitment (if
any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the
Company and its Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance herewith except to the extent that the aggregate
Net 


                                      -52-
<PAGE>   59
Available Cash from all Asset Dispositions which are not applied in accordance
with this covenant at any time exceed $5 million. The Company shall not be
required to make an offer for Notes pursuant to this covenant if the Net
Available Cash available therefor (after application of the proceeds as provided
in clause (A)) is less than $5 million for any particular Asset Disposition
(which lesser amounts shall be carried forward for purposes of determining
whether an offer is required with respect to the Net Available Cash from any
subsequent Asset Disposition).

                  For the purposes of this covenant, the following will be
deemed to be cash: (x) the assumption by the transferee of Senior Indebtedness
of the Company or Senior Indebtedness of any Restricted Subsidiary and the
release of the Company or such Restricted Subsidiary from all liability on such
Senior Indebtedness in connection with such Asset Disposition (in which case the
Company shall, without further action, be deemed to have applied such assumed
Indebtedness in accordance with clause (A) of the preceding paragraph) and (y)
securities received by the Company or any Restricted Subsidiary of the Company
from the transferee that are promptly (and in any event within 60 days)
converted by the Company or such Restricted Subsidiary into cash.

                  (b) In the event of an Asset Disposition that requires the
purchase of Notes pursuant to clause (a)(iii)(B), the Company will be required
to purchase Notes tendered pursuant to an offer by the Company for the Notes at
a purchase price of 101% of their principal amount plus accrued and unpaid
interest, if any, to the purchase date in accordance with the procedures
(including prorating in the event of oversubscription) set forth in this
Indenture. If the aggregate purchase price of the Notes tendered pursuant to the
offer is less than the Net Available Cash allotted to the purchase of the Notes,
the Company will apply the remaining Net Available Cash in accordance with
clauses (a) (iii) (C) or (D) above.

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

SECTION 4.11.  LIMITATION ON AFFILIATE TRANSACTIONS.

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


                                      -53-
<PAGE>   60
a Wholly-Owned Subsidiary (an "Affiliate Transaction"), unless: (i) the terms of
such Affiliate Transaction are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could be obtained at
the time of such transaction in arm's length dealings with a Person who is not
such an Affiliate; (ii) in the event such Affiliate Transaction involves an
aggregate amount in excess of $1 million, the terms of such transaction have
been approved by a majority of the members of the Board of Directors of the
Company and by a majority of the disinterested members of such Board, if any
(and such majority or majorities, as the case may be, determines that such
Affiliate Transaction satisfies the criteria in (i) above); and (iii) in the
event such Affiliate Transaction involves an aggregate amount in excess of $2
million, the Company has received a written opinion from an independent
investment banking firm of nationally recognized standing that such Affiliate
Transaction is fair to the Company or such Restricted Subsidiary, as the case
may be, from a financial point of view.

                  (b) The foregoing paragraph (a) shall not apply to (i) any
Restricted Payment permitted to be made pursuant to Section 4.07, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, or any
stock options and stock ownership plans for the benefit of employees, officers
and directors, consultants and advisors approved by the Board of Directors of
the Company, (iii) loans or advances to employees in the ordinary course of
business of the Company or any of its Restricted Subsidiaries in aggregate
amount outstanding not to exceed $250,000 to any employee or $500,000 in the
aggregate at any time, (iv) any transaction between Wholly-Owned Subsidiaries,
(v) indemnification agreements with, and the payment of fees and indemnities to,
directors, officers and employees of the Company and its Restricted
Subsidiaries, in each case in the ordinary course of business, (vi) transactions
pursuant to agreements in existence on the Issue Date which are (x) described in
the Offering Memorandum or (y) otherwise, in the aggregate, immaterial to the
Company and its Restricted Subsidiaries taken as a whole, (vii) any employment,
non-competition or confidentiality agreements entered into by the Company or any
of its Restricted Subsidiaries with its employees in the ordinary course of
business, or (viii) the issuance of Capital Stock of the Company (other than
Disqualified Stock).

SECTION 4.12.  LIMITATION ON LIENS.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Liens, except for Permitted Liens.

SECTION 4.13.  CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, and 


                                      -54-
<PAGE>   61
the corporate, partnership or other existence of each Subsidiary, in accordance
with the respective organizational documents (as the same may be amended from
time to time) of each Subsidiary and the rights (charter and statutory),
licenses and franchises of the Company and its Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Subsidiary,
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Noteholders.

SECTION 4.14.  CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control each Noteholder
will have the right to require the Company to repurchase all or any part of such
Noteholder's Notes at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Payment") (subject to the right of Noteholders of record
on a relevant Record Date to receive interest due on the relevant Interest
Payment Date).

                  (b) Within 20 days following any Change of Control, unless the
Company has mailed a redemption notice with respect to all the outstanding Notes
in connection with such Change of Control, the Company shall mail a notice to
each Noteholder with a copy to the Trustee or, at the Company's option, by the
Trustee (at the Company's expense) stating:

                  (i) that a Change of Control has occurred and that such
         Noteholder has the right to require the Company to purchase such
         Noteholder's Notes at a purchase price in cash equal to 101% of the
         principal amount thereof plus accrued and unpaid interest, if any, to
         the date of purchase (subject to the right of Noteholders of record on
         a Record Date to receive interest on the relevant Interest Payment
         Date);

                  (ii) the repurchase date (which shall be no earlier than 50
         days nor later than 60 days from the date such notice is mailed) (the
         "Change of Control Payment Date"); and

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

                  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.14. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the Indenture, 


                                      -55-
<PAGE>   62
the Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.

                  (c) Noteholders electing to have a Note repurchased will be
required to surrender the Note, with the form entitled "Option of Noteholder to
Elect Purchase" on the reverse of the Note completed, to the Company at the
address specified in the notice at least 10 Business Days prior to the
repurchase date. Noteholders will be entitled to withdraw their election if the
Trustee or the Company receives, not later than three Business Days prior to the
repurchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Noteholder, the principal amount of the Note which was
delivered for repurchase by the Noteholder and a statement that such Noteholder
is withdrawing his election to have such Note purchased.

                  (d) On the Change of Control Payment Date, the Company will,
to the extent lawful, (i) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Trustee an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Trustee will promptly mail to each Noteholder so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each
Noteholder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. Unless the Company
defaults in the payment for any Notes properly tendered pursuant to the Change
of Control Offer, any Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date.

SECTION 4.15.  LIMITATION ON ISSUANCES OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES.

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


                                      -56-
<PAGE>   63
SECTION 4.16.  LIMITATION ON REPAYMENT UPON A CHANGE OF CONTROL.

                  The Company will not make an offer to repurchase any
Subordinated Obligations if it is required to do so pursuant to a Change of
Control until at least 60 days after the occurrence of such Change of Control
and shall not purchase any Subordinated Obligations for 30 days following the
time the Company is required to make purchases of the Notes under this Indenture
following such Change of Control.

SECTION 4.17.  LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into, Guarantee or otherwise become
liable with respect to any Sale/Leaseback Transaction with respect to any
property or assets unless (i) the Company or such Restricted Subsidiary, as the
case may be, would be entitled pursuant to this Indenture to Incur Indebtedness
secured by a Permitted Lien on such property or assets in an amount equal to the
Attributable Indebtedness with respect to such Sale/Leaseback Transaction, (ii)
the Net Cash Proceeds from such Sale/Leaseback Transaction are at least equal to
the fair market value of the property or assets subject to such Sale/Leaseback
Transaction (such fair market value determined, in the event such property or
assets have a fair market value in excess of $1.0 million, no more than 30 days
prior to the effective date of such Sale/ Leaseback Transaction, by the Board of
Directors of the Company as evidenced by a resolution of such Board of
Directors) and (iii) the net cash proceeds of such Sale/Leaseback Transaction
are applied in accordance with the provisions described under Section 4.10.

SECTION 4.18.  LIMITATION ON DESIGNATIONS OF UNRESTRICTED SUBSIDIARIES.

                  (a) The Company may designate any Subsidiary of the Company
(other than a Subsidiary of the Company which owns Capital Stock of a Restricted
Subsidiary) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of or, after giving effect to such Designation;
         and

                  (ii) the Company would be permitted under this Indenture to
         make an Investment at the time of Designation (assuming the
         effectiveness of such Designation) in an amount (the "Designation
         Amount") equal to the sum of (i) the fair market value of the Capital
         Stock of such Subsidiary owned by the Company and the Restricted
         Subsidiaries on such date and (ii) the aggregate amount of other
         Investments of the Company and the Restricted Subsidiaries in such
         Subsidiary on such date; and


                                      -57-
<PAGE>   64
                  (iii) the Company would be permitted to Incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 4.09 at the time of Designation (assuming the effectiveness of
         such Designation).

                  (b) In the event of any such Designation, the Company shall be
deemed to have made an Investment constituting a Restricted Payment pursuant to
the covenant described under Section 4.07 for all purposes of this Indenture in
the Designation Amount. The Company shall not, and shall not permit any
Restricted Subsidiary to, at any time (x) provide direct or indirect credit
support for or a Guarantee of any Indebtedness of any Unrestricted Subsidiary
(including of any undertaking, agreement or instrument evidencing such
Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary), except, in the case of clause (x) or (y), to the extent permitted
under Section 4.07.

                  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of and after giving effect to such Revocation;
         and

                  (ii) all Liens and Indebtedness of such Unrestricted
         Subsidiary outstanding immediately following such Revocation would, if
         incurred at such time, have been permitted to be incurred for all
         purposes of this Indenture.

                  All Designations and Revocations must be evidenced by Board
Resolutions of the Company delivered to the Trustee certifying compliance with
the foregoing provisions.

SECTION 4.19.  FURTHER INSTRUMENTS AND ACTS.

                  The Trustee shall not be bound to ascertain or inquire as to
the performance or observance of any covenants, conditions or agreements on the
part of the Company, except as otherwise set forth herein, but the Trustee may
require of the Company full information and advice as to the performance of the
covenants, conditions and agreements contained herein, and upon request of the
Trustee, the Company will execute and deliver 


                                      -58-
<PAGE>   65
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purposes of this Indenture.

SECTION 4.20.  COMPANY TO CAUSE CERTAIN SUBSIDIARIES TO BECOME GUARANTORS.

                  The Company shall not (i) permit any of its Restricted
Subsidiaries to incur, guarantee or secure through the granting of Liens any
Indebtedness or (ii) pledge any intercompany notes representing obligations of
any of its Restricted Subsidiaries to secure the payment of any Indebtedness, in
either case unless such Restricted Subsidiary is a Wholly Owned Subsidiary which
is a Subsidiary Guarantor or at such time becomes a Subsidiary Guarantor by
executing a supplemental indenture in which such Restricted Subsidiary agrees to
be bound by the terms of this Indenture as a Subsidiary Guarantor and executes a
Subsidiary Guarantee.


                                    ARTICLE 5

                                   SUCCESSORS

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

                  The Company shall not consolidate with or merge with or into,
or convey, transfer or lease all or substantially all of its assets to, any
Person, unless:

                  (i) the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation, partnership, trust or
         limited liability company organized and existing under the laws of the
         United States of America, any State thereof or the District of Columbia
         and the Successor Company (if not the Company) shall expressly assume,
         by supplemental indenture, executed and delivered to the Trustee, in
         form satisfactory to the Trustee, all the obligations of the Company
         under the Notes and this Indenture;

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

                  (iii) immediately after giving effect to such transaction, the
         Successor Company (A) would have a Consolidated Net Worth equal to or
         greater than the 


                                      -59-
<PAGE>   66
         Consolidated Net Worth of the Company immediately prior to such
         transaction and (B) would be able to Incur at least an additional $1.00
         of Indebtedness pursuant to paragraph (a) of Section 4.09;

                  (iv) there has been delivered to the Trustee an Opinion of
         Counsel to the effect that Holders of the Notes will not recognize
         income, gain or loss for U.S. Federal income tax purposes as a result
         of such consolidation, merger, conveyance, transfer or lease and will
         be subject to U.S. Federal income tax on the same amount and in the
         same manner and at the same times as would have been the case if such
         consolidation, merger, conveyance, transfer or lease had not occurred;
         and

                  (v) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture (if
         any) comply with this Indenture.

SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.

                  The Successor Company will succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture,
but, in the case of a lease of all or substantially all its assets, the Company
will not be released from the obligation to pay the principal of and interest on
the Notes.

                  Notwithstanding clauses (ii) and (iii) of Section 5.01, any
Restricted Subsidiary of the Company may consolidate with, merge into or
transfer all or part of its properties and assets to the Company.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.  EVENTS OF DEFAULT.

                  (a)  An "Event of Default" occurs if:

                  (i)  there is a default in any payment of interest on any Note
         when due, continued for 30 days;

                  (ii) there is a default in the payment of principal of any
         Note when due at its Stated Maturity, upon optional redemption, upon
         required repurchase, upon declaration or otherwise;


                                      -60-
<PAGE>   67
                  (iii)  there is a failure by the Company to comply with its
         obligations under Section 5.01 hereof;

                  (iv)   there is failure by the Company to comply for 30 days
         after notice with any of its obligations under Sections 4.01, 4.03,
         4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 or 4.18
         hereof (in each case, other than a failure to purchase Notes which
         shall constitute an Event of Default under clause (ii) above);

                  (v)    there is a failure by the Company or any Subsidiary
         Guarantor to comply for 60 days after notice with its other agreements
         contained in this Indenture;

                  (vi)   Indebtedness of the Company or any Restricted 
         Subsidiary is not paid within any applicable grace period after final
         maturity or is accelerated by the holders thereof because of a default
         and the total amount of such Indebtedness unpaid or accelerated exceeds
         $2.0 million and such default shall not have been cured or such
         acceleration rescinded after a 10-day period;

                  (vii)  any judgment or decree for the payment of money in
         excess of $2.0 million (to the extent not covered by insurance) is
         rendered against the Company or a Significant Subsidiary and such
         judgment or decree shall remain undischarged or unstayed for a period
         of 60 days after such judgment becomes final and non-appealable;

                  (viii) any Subsidiary Guarantee by a Significant Subsidiary
         ceases to be in full force and effect (except as contemplated by the
         terms of this Indenture) or any Subsidiary Guarantor that is a
         Significant Subsidiary denies or disaffirms its obligations under this
         Indenture or its Subsidiary Guarantee and such Default continues for 10
         days;

                  (ix)   the Company or any of its Significant Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                         (A) commences a voluntary case,

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

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

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


                                      -61-
<PAGE>   68
                         (E) consents to or acquiesces in the institution of a
                  bankruptcy or an insolvency proceeding against it, or

                         (F) takes any corporate action to authorize or effect
                  any of the foregoing; or

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

                         (A) is for relief against the Company or any of its
                  Significant Subsidiaries in an involuntary case,

                         (B) appoints a Custodian of the Company or any of its
                  Significant Subsidiaries or for all or substantially all of
                  the property of the Company or any of its Significant
                  Subsidiaries, or

                         (C) orders the liquidation of the Company or any of its
                  Significant Subsidiaries,

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

                  (b) The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  (c) A Default under clause (iv) or (v) of Section 6.01(a)
hereof is not an Event of Default until the Trustee notifies the Company or such
Subsidiary Guarantor, as the case may be, or the Holders of 25% in principal
amount of the outstanding Notes notifies the Company or such Subsidiary
Guarantor, as the case may be, and the Trustee of the Default and the Company or
such Subsidiary Guarantor, as the case may be, does not cure such Default within
the time specified in such clause (iv) or (v) after receipt of the notice. The
written notice must specify the Default, demand that it be remedied and state
that the notice is a "Notice of Default."

SECTION 6.02.  ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in clause (ix) or (x) of Section 6.01(a) with respect to the Company
or any Subsidiary Guarantor) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of not less than 25% in aggregate principal amount
of the then outstanding Notes by notice to the Company and the Trustee, may
declare (a "Declaration") the unpaid principal of, and any accrued and unpaid
interest on, all the Notes to be due and payable (the "Default Amount"). Upon
any 


                                      -62-
<PAGE>   69
such Declaration the Default Amount shall be due and payable immediately. If an
Event of Default specified in clause (ix) or (x) of Section 6.01(a) occurs with
respect to the Company or any of the Subsidiary Guarantors, the Default Amount
shall ipso facto become and be immediately due and payable without any
Declaration or other act on the part of the Trustee or any Noteholder. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee and to the Company may rescind any
Declaration if the rescission would not conflict with any judgment or decree and
if all Events of Default then continuing (other than any Events of Default with
respect to the nonpayment of principal of or interest on any Note which has
become due solely as a result of such Declaration) have been cured and the
Trustee has been paid all amounts due to it under Section 7.07, and may waive
any Default other than a Default with respect to a covenant or provision that
cannot be modified or amended without the consent of each Noteholder pursuant to
Section 9.02 hereof.

SECTION 6.03.  OTHER REMEDIES.

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

                  (b) The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.  WAIVER OF PAST DEFAULTS.

                  Noteholders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of
all the Noteholders, waive an existing Default or Event of Default and its
consequences, except a continuing Default or Event of Default in the payment of
the principal, premium, if any, or interest on any Note (other than principal,
premium (if any) or interest which has become due solely as a result of a
Declaration) or a Default or Event of Default that cannot be modified or amended
without the consent of the Holder of each outstanding Note 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 any right consequent thereon.


                                      -63-
<PAGE>   70
SECTION 6.05.  CONTROL BY MAJORITY.

                  Noteholders of a majority in principal amount of the Notes
then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other Noteholders or that may involve the
Trustee in personal liability. The Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action under this Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

SECTION 6.06.  LIMITATION ON SUITS.

                  (a) Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, a Noteholder may pursue a
remedy with respect to this Indenture or the Notes only if:

                  (i) the Noteholder has previously given to the Trustee written
         notice of a continuing Event of Default;

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

                  (iii) such Noteholder or Noteholders offer, and, if requested,
         provide, to the Trustee indemnity satisfactory to the Trustee against
         any loss, liability or expense;

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

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

                  (b) A Noteholder may not use this Indenture to prejudice the
rights of another Noteholder or to obtain a preference or priority over another
Noteholder.


                                      -64-
<PAGE>   71
SECTION 6.07.  RIGHTS OF NOTEHOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Noteholder to receive payment of principal, premium, if any,
interest on the Note, on or after the respective due dates expressed in the
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Noteholder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a)(i) or (ii)
or an acceleration pursuant to Section 6.02 occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company or any Subsidiary Guarantor or any other
obligor on the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid on the Notes and interest on overdue
principal, premium, if any, and, to the extent lawful, interest on overdue
installments of interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including any advances made by the Trustee
and the reasonable compensation, expenses and disbursements of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07) and the Noteholders
allowed in any judicial proceedings relative to the Company or any Subsidiary
Guarantor (or any other obligor on the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Noteholder 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 Noteholders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties which
the Noteholders may be entitled to receive in such proceeding whether in
liquidation or under 


                                      -65-
<PAGE>   72
any plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Noteholder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

SECTION 6.10.  PRIORITIES.

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

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

                  (ii) Second: if the Noteholders are forced to proceed against
         the Company directly without the Trustee, to the Noteholders for their
         collection costs;

                  (iii) Third: to the Noteholders for amounts due and unpaid on
         the Notes for principal, premium, if any, and interest, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Notes for principal, premium, if any, and
         interest, respectively; and

                  (iv) Fourth: to the Company or, to the extent the Trustee
         collects any amount pursuant to Article 10 hereof from any Subsidiary
         Guarantor, to such Subsidiary Guarantor, or to such party as a court of
         competent jurisdiction shall direct.

                  (b) The Trustee may fix a record date and payment date for any
payment to Noteholders. At least 15 calendar days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and the amount to be paid.

SECTION 6.11.  UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This 


                                      -66-
<PAGE>   73
Section does not apply to a suit by the Trustee, a suit by a Noteholder pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.


                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.  DUTIES OF TRUSTEE.

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture, but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall examine the same to determine whether
         or not they conform to the requirements of this Indenture.

                  (c) Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liabilities for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

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


                                      -67-
<PAGE>   74
                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section 7.01.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

                  (g) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of Section 7.01 and to the provisions of the TIA.

SECTION 7.02.  RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely upon 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 unless the Trustee has reason to believe such fact or matter is not
true.

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

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


                                      -68-
<PAGE>   75
                  (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.

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

                  (f) The permissive rights of the Trustee to do certain things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or wilful default with
respect to such permissive rights.

                  (g) Except for (i) an Event of Default under 6.01(a)(i)
(except with respect to Additional Interest) or (ii) hereof, or (ii) any other
event of which the Trustee has "actual knowledge," which event, with the giving
of notice or the passage of time or both, would constitute an Event of Default,
the Trustee shall not be deemed to have notice of any Default or Event of
Default unless specifically notified in writing of such event by the Company or
the Noteholders of not less than 25% in aggregate principal amount of Notes
outstanding; as used herein, the term "actual knowledge" means the actual fact
or statement of knowing, without any duty to make any investigation with regard
thereto.

SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company, any
Subsidiary Guarantor or any Affiliate of the Company or any Subsidiary Guarantor
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11
hereof.

SECTION 7.04.  TRUSTEE'S DISCLAIMER.

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


                                      -69-
<PAGE>   76
SECTION 7.05.  NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if a Responsible Offerer of the Trustee has knowledge thereof, the Trustee shall
mail to each Noteholder in the manner and to the extent provided in TIA 313(a) a
notice of the Default or Event of Default within 60 days after it occurs. Except
in the case of a Default or Event of Default in any payment of principal,
premium (if any) or interest on any Note, the Trustee may withhold the notice if
and so long as its Board of Directors, a committee of its Board of Directors or
a committee of its officers in good faith determines that withholding the notice
is in the interest of the Noteholders.

SECTION 7.06.  REPORTS BY TRUSTEE TO NOTEHOLDERS.

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

                  (b) A copy of each report at the time of its mailing to the
Noteholders shall be filed with the Commission and each stock exchange, if any,
on which the Notes are listed, in accordance with and to the extent required by
TIA Section 313(d). The Company shall promptly notify the Trustee if and when
the Notes are listed on any stock exchange.

SECTION 7.07.  COMPENSATION AND INDEMNITY.

                  (a) The Company and the each of the Subsidiary Guarantors,
jointly and severally, shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder,
including extraordinary services such as default administration. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company and each of the Subsidiary Guarantors, jointly and
severally, shall reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  (b) The Company and each of the Subsidiary Guarantors, jointly
and severally, shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim 


                                      -70-
<PAGE>   77
(whether asserted by the Company, any Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except as set forth below in subparagraph (d). The Trustee shall
notify the Company and each of the Subsidiary Guarantors promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company
or any Subsidiary Guarantor shall not relieve the Company or any of the
Subsidiary Guarantors of their Obligations hereunder. The Trustee may have
separate counsel and the Company and each of the Subsidiary Guarantors, jointly
and severally, shall pay the reasonable fees and expenses of such counsel.
Neither the Company nor any Subsidiary Guarantor need pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

                  (c) The obligations of the Company and each of the Subsidiary
Guarantors under this Section 7.07 shall survive the resignation or removal of
the Trustee and the satisfaction and discharge or termination of this Indenture.

                  (d) Notwithstanding subparagraphs (a) or (b) above, neither
the Company nor any Subsidiary Guarantor need reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through its own
negligence, bad faith or willful misconduct.

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

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

SECTION 7.08.  REPLACEMENT OF TRUSTEE.

                  (a) A resignation or removal of the Trustee and appointment of
a successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                  (b) The Trustee may resign at any time and be discharged from
the trust hereby created by so notifying the Company. The Noteholders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company. The Company may remove the
Trustee if:


                                      -71-
<PAGE>   78
                  (i) the Trustee fails to comply with Section 7.10 hereof;

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

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

                  (iv) the Trustee becomes incapable of acting.

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

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

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

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

SECTION 7.09.  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, 


                                      -72-
<PAGE>   79
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 7.10.  ELIGIBILITY; DISQUALIFICATION.

                  (a) There shall at all times be a Trustee hereunder which
shall be a corporation organized and doing business under the laws of the United
States of America or any State or Territory thereof or the District of Columbia
authorized under such laws to exercise corporate trustee power, shall be subject
to supervision or examination by Federal, State, Territorial, or District of
Columbia authority and shall have (or be a part of a holding company with) a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

                  (b) This Indenture shall always have a Trustee who satisfies
the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall comply
with TIA Section 310(b). The provisions of TIA Section 310 shall also apply to
the Company and each of the Subsidiary Guarantors, as obligor of the Notes.

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE 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
therein. The provisions of TIA Section 311 shall apply to the Company and each
of the Subsidiary Guarantors as obligor on the Notes.


                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION 8.01.  DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.

                  (a) When (i) the Company delivers to the Trustee all
outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof)
canceled or for cancellation or (ii) all outstanding Notes have become due and
payable and the Company irrevocably deposits with the Trustee funds sufficient
to pay at maturity all outstanding Notes, including interest thereon (other than
Notes replaced pursuant to Section 2.07 hereof), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Sections 8.01(e) and 8.06 hereof, cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and
expense of the Company.


                                      -73-
<PAGE>   80
                  (b) Subject to Sections 8.01(e), 8.02 and 8.06 hereof, the
Company at any time may terminate (i) all its obligations under the Notes and
this Indenture ("legal defeasance option") or (ii) all obligations under
Sections 3.09, 4.04(a), (b) and (c), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.15, 4.16, 4.17, 4.18 and 5.01(iii) and (v) ("covenant defeasance option"). The
Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

                  (c) If the Company exercises its legal defeasance option,
payment of the Notes may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, payment of the Notes may
not be accelerated because of an Event of Default specified in Section
6.01(a)(iv), 6.01(a)(vi), 6.01(a)(vii), 6.01(a)(viii) or 6.01(a)(ix) (but only
with respect to Significant Subsidiaries) or 6.01(a)(x) hereof (but only with
respect to Significant Subsidiaries), or because of the failure of the Company
or the Subsidiary Guarantors to comply with Sections 5.01(iii) or 5.01(v).

                  (d) Upon satisfaction of the conditions set forth herein and
Section 8.02 and upon request of the Company, the Trustee shall acknowledge in
writing the discharge of those obligations that the Company terminates.

                  (e) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.01(d), 8.04,
8.05 and 8.06 hereof and the obligations of each Subsidiary Guarantor under
Article 10 in respect thereof shall survive until the Notes have been paid in
full. Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05 and
8.08 hereof and the obligations of each Subsidiary Guarantor under Article 10 in
respect thereof shall survive.

SECTION 8.02.  CONDITIONS TO DEFEASANCE.

                  (a) The Company may exercise its legal defeasance option or
its covenant defeasance option only if:

                   (i) the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations in amounts (including
         interest, but without consideration of any reinvestment of such
         interest) and maturities sufficient, but in the case of the legal
         defeasance option only, not more than such amounts (as certified by a
         nationally recognized firm of independent public accountants), to pay
         and discharge at their Stated Maturity (or such earlier redemption date
         as the Company shall have specified to the Trustee) the principal of,
         premium, if any, interest on all outstanding Notes to maturity or
         redemption, as the case may be, and to pay all of the sums payable by
         it hereunder; provided, that the Trustee shall have been irrevocably
         instructed to apply such money or the proceeds of such U.S. 


                                      -74-
<PAGE>   81
         Government Obligations to the payment of said principal, premium, if
         any, and interest with respect to the Notes;

                  (ii) in the case of the legal defeasance option only, 123 days
         pass after the deposit is made and during the 123 day period no Default
         or Event of Default specified in Section 6.01(ix) or (x) hereof with
         respect to the Company or any Subsidiary Guarantor occurs which is
         continuing at the end of the period;

                  (iii) no Default or Event of Default has occurred and is
         continuing on the date of such deposit and after giving effect thereto;

                  (iv) the deposit does not constitute a default under any other
         agreement binding on the Company;

                  (v) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940, as amended;

                  (vi) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Noteholders will not recognize
         income, gain or loss for U.S. Federal income tax purposes as a result
         of such defeasance and will be subject to U.S. Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such defeasance had not occurred;

                  (vii) in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Noteholders will not recognize income, gain or loss
         for Federal income tax purposes as a result of such covenant defeasance
         and will be subject to Federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         covenant defeasance had not occurred; and

                (viii) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Notes as contemplated
         by this Article 8 have been complied with.


                                      -75-
<PAGE>   82
                  (b) In order to have money available on a payment date to pay
principal, premium, if any, or interest on the Notes, the U.S. Government
Obligations deposited pursuant to preceding clause (a) shall be payable as to
principal or interest at least one Business Day before such payment date in such
amounts as shall provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's option.

                  (c) Before or after a deposit, the Company may make
arrangements satisfactory to the Trustee for the redemption of Notes at a future
date in accordance with Article 3 hereof.

SECTION 8.03.  APPLICATION OF TRUST MONEY.

              The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article 8. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal,
premium, if any, and interest on the Notes.

SECTION 8.04.  REPAYMENT TO THE COMPANY.

                  (a) The Trustee and the Paying Agent shall promptly pay to the
Company upon written request any excess money or securities held by them at any
time; provided, however, that the Trustee shall not pay any such excess to the
Company unless the amount remaining on deposit with the Trustee, after giving
effect to such transfer are sufficient to pay principal, premium, if any, and
interest on the outstanding Notes, which amount shall be certified to the
Trustee by independent public accountants.

                  (b) The Trustee and the Paying Agent shall pay to the Company
upon written request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after the date
upon which such payment shall have become due; provided, however, that the
Company shall have either caused notice of such payment to be mailed to each
Noteholder entitled thereto no less than 30 days prior to such repayment or
within such period shall have published such notice in a financial newspaper of
widespread circulation published in the City of New York. After payment to the
Company, Noteholders entitled to the money must look to the Company and the
Subsidiary Guarantors for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

SECTION 8.05.  INDEMNITY FOR GOVERNMENT OBLIGATIONS.

                  The Company and the Subsidiary Guarantors, jointly and
severally, shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed 


                                      -76-
<PAGE>   83
against deposited U.S. Government Obligations or the principal and interest
received on such U.S. Government Obligations.

SECTION 8.06.  REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with this Article 8 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and each of the Subsidiary Guarantor's Obligations
under this Indenture and the Notes and the Subsidiary Guarantees shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply
all such money or U.S. Government Obligations in accordance with this Article 8;
provided, however, that if the Company or any Subsidiary Guarantor has made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its Obligations, the Company or any of the Subsidiary
Guarantors, as the case may be, shall be subrogated to the rights of the
Noteholders to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


                                    ARTICLE 9

                                   AMENDMENTS

SECTION 9.01.  WITHOUT CONSENT OF NOTEHOLDERS.

                  (a) Notwithstanding Section 9.02 of this Indenture, the
Company, the Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Noteholder:

                    (i) to cure any ambiguity, omission, defect or
         inconsistency; provided, that such amendment or supplement does not, as
         evidenced by an Opinion of Counsel delivered to the Trustee, adversely
         affect the rights of any Noteholder in any respect;

                   (ii) to comply with Article 5 hereof;

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


                                      -77-
<PAGE>   84
                  (iv) to add further Guarantees with respect to the Notes or to
         secure the Notes with additional collateral;

                   (v) to add to the covenants of the Company for the benefit of
         the Noteholders or to surrender any right or power conferred upon the
         Company or the Guarantors;

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

                 (vii) to make any change that would provide additional rights
         or benefits to the Holders of the Notes or that does not, as evidenced
         by an Opinion of Counsel delivered to the Trustee, adversely affect the
         rights of any Noteholder in any respect; or

                (viii) to evidence or provide for a replacement Trustee under
         Section 7.08 hereof;

provided, that the Company has delivered to the Trustee an Opinion of Counsel
stating that any such amendment or supplement complies with the provisions of
this Section 9.01.

                  (b) Upon the request of the Company and the Subsidiary
Guarantors accompanied by Board Resolutions of their respective Boards of
Directors authorizing the execution of any such supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 7.02, Section 9.06
and Section 11.04 hereof, the Trustee shall join with the Company and the
Subsidiary Guarantors in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into such supplemental indenture which affects
its own rights, duties or immunities under this Indenture or otherwise.

                  (c) After an amendment or supplement under this Section 9.01
becomes effective, the Company shall mail to all Noteholders a notice briefly
describing such amendment or supplement. The failure to give such notice to all
Noteholders, or any defect therein, shall not impair or affect the validity of
an amendment or supplement under this Section.


                                      -78-
<PAGE>   85
SECTION 9.02.  WITH CONSENT OF NOTEHOLDERS.

                  (a) Except as provided below in this Section 9.02, the Company
and the Trustee may amend or supplement this Indenture or the Notes with the
written consent of the Noteholders of not less than a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for the Notes)
and subject to Section 6.04 and 6.07 any existing Default or Event of Default
and its consequences (other than a Default or Event of Default in the payment of
principal premium, if any, or interest, if any, on the Notes except a payment
default resulting from an acceleration of the Notes that has been rescinded) or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for the Notes). However, without the consent
of each Noteholder affected, an amendment, supplement or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

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

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

                 (iii) reduce the principal of or extend the Stated Maturity of
         any Note or alter the redemption provisions (including without
         limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect
         thereto;

                  (iv) reduce the premium payable upon the redemption or
         repurchase of any Note or change the time at which any Note may be
         redeemed in accordance with Section 3.07;

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

                  (vi) make any change in Section 6.04 or 6.07 hereof or in this
         Section 9.02(a);

                 (vii) waive a Default or Event of Default in the payment of
         principal of premium, if any, or interest, if any, on, or redemption
         payment with respect to, any or Note (except a rescission of
         acceleration of the Notes by the Holders of at least a majority in
         aggregate principal amount of the Notes and a waiver of the payment
         default that resulted from such acceleration);


                                      -79-
<PAGE>   86
               (viii) impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Notes on or after the due
         dates therefor or to institute suit for the enforcement of any payment
         on or with respect to such Holder's Notes;

                 (ix) make any change in the amendment provisions which require
         each Holder's consent or in the waiver provisions; or

                  (x) release any Subsidiary Guarantor from its Subsidiary
         Guaranty, except as provided herein.

                  (b) Upon the request of the Company and the Subsidiary
Guarantors accompanied by Board Resolutions of their respective Boards of
Directors authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Noteholders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02, Section 9.06 and Section 11.04 hereof, the
Trustee shall join with the Company and the Subsidiary Guarantors in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

                  (d) After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall mail to all Noteholders a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the Notes
shall comply with the TIA as then in effect.

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

                  (a) Until an amendment, supplement or waiver becomes
effective, a consent to it by a Noteholder is a continuing consent by the
Noteholder and every subsequent Noteholder or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any 


                                      -80-
<PAGE>   87
such Noteholder or subsequent Noteholder may revoke the consent as to its Note
if the Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective when approved by the requisite Holders and executed by the
Trustee (or, if otherwise provided in such waiver, amendment or supplement, in
accordance with its terms) and thereafter binds every Noteholder, unless it
makes a change described in any of clauses (i) through (x) of Section 9.02, in
which case, the amendment, supplement or waiver shall bind only each Holder of a
Note who has consented to it and every subsequent Holder of a Note or portion of
a Note that evidences the same indebtedness as the consenting Holder's Note.

                  (b) The Company may fix a record date for determining which
Noteholders must consent to such amendment, supplement or waiver. If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Noteholders furnished to the Trustee prior to such solicitation pursuant
to Section 2.05 hereof, or (ii) such other date as the Company shall designate.
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 (or their duly designated proxies), and only those Persons, shall be
entitled to consent to such amendment or waiver or revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No consent shall be valid or effective for more than 90 days after such
record date except to the extent that the requisite number of consents to the
amendment, supplement or waiver have been obtained within such 90-day period or
as set forth in the preceding paragraph of this Section 9.04.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES.

                  (a) Notes authenticated and delivered after the execution of
any supplemental indenture may bear a notation in form approved by the Trustee
as to any matter provided for in such amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue
and the Trustee shall authenticate new Notes that reflect the amendment,
supplement or waiver.

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

SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment, waiver or supplemental
indenture authorized pursuant to this Article 9 if the amendment, waiver or
supplemental indenture does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing or refusing to sign such amendment, waiver or supplemental
indenture, the Trustee shall be entitled to receive and, 


                                      -81-
<PAGE>   88
subject to Section 7.01, shall be fully protected in relying upon, in addition
to the documents required by Section 7.02 and Section 11.04, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such
amendment, waiver or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.


                                   ARTICLE 10

                          SUBSIDIARY GUARANTEE OF NOTES

SECTION 10.01.  SUBSIDIARY GUARANTEE

                  (a) Each Subsidiary Guarantor hereby jointly and severally
irrevocably and unconditionally guarantees, as a primary obligor and not a
surety, to each Noteholder of a Note now or hereafter authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the Obligations of the Company hereunder or thereunder, (i) the due and punctual
payment of the principal, premium, if any, interest (including post-petition
interest in any proceeding under any Bankruptcy Law whether or not an allowed
claim in such proceeding) on overdue principal, premium, if any, and interest,
if lawful on such Note, and (ii) all other monetary Obligations payable by the
Company under this Indenture (including under Section 7.07 hereof) and the Notes
(all of the foregoing being hereinafter collectively called the "Guaranteed
Obligations"), when and as the same shall become due and payable, whether by
acceleration thereof, call for redemption or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code), in accordance with the terms of any such Note
and of this Indenture, subject, however, in the case of (i) and (ii) above, to
the limitations set forth in Section 10.04 hereof. Each Subsidiary Guarantor
hereby agrees that its Obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any failure to
enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto, the
recovery of any judgment against the Company, any action to enforce the same, by
the Noteholders or the Trustee, the recovery of any judgment against the
Company, any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
Each Subsidiary Guarantor hereby waives diligence, presentment, filing of claims
with a court in the event of a merger or bankruptcy of the Company, any right to
require a proceeding first against the Company, the benefit of discussion,
protest or notice with respect to any such Note or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee
shall not be discharged as to any such Note except by payment in full of the
principal thereof, premium, if any, and all accrued interest thereon.


                                      -82-
<PAGE>   89
                  (b) Each Subsidiary Guarantor further agrees that this
Subsidiary Guarantee herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any Noteholder or the Trustee to any Note held
for payment of the Guaranteed Obligations.

                  (c) Each Subsidiary Guarantor agrees that it shall not be
entitled to, and hereby irrevocably waives, any right of subrogation in relation
to the Noteholders or the Trustee in respect of any Guaranteed Obligations. Each
Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor,
on the one hand, and the Noteholders and the Trustee, on the other hand, (x) the
maturity of the Guaranteed Obligations may be accelerated as provided in Article
6 for the purposes of such Subsidiary Guarantor's Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations, and (y) in the event of
any Declaration of acceleration of such Guaranteed Obligations as provided in
Article 6 hereof, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Subsidiary Guarantor for the
purpose of this Article 10.

                  (d) Each Subsidiary Guarantor also agrees to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Noteholder in enforcing any rights under this Article 10.

                  (e) The Subsidiary Guarantee set forth in this Article 10
shall not be valid or become obligatory for any purpose with respect to a Note
until the certificate of authentication on such Note shall have been signed by
or on behalf of the Trustee.

SECTION 10.02.  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

                  (a) To evidence each Subsidiary Guarantor's Subsidiary
Guarantee set forth in this Article 10, each Subsidiary Guarantor hereby agrees
that a notation of such Subsidiary Guarantee shall be placed on each Note
authenticated and delivered by the Trustee.

                  (b) This Indenture shall be executed on behalf of each
Subsidiary Guarantor, and an Officer of each Subsidiary Guarantor shall sign the
notation of the Subsidiary Guarantee on the Notes by manual or facsimile
signature. If an Officer whose signature is on this Indenture or the notation of
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless. Each Subsidiary Guarantor
hereby agrees that the Subsidiary Guarantee set forth in Section 10.01 hereof
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of the Subsidiary Guarantee.


                                      -83-
<PAGE>   90
                  (c) The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of each Subsidiary
Guarantor.

SECTION 10.03.  SUBSIDIARY GUARANTEE UNCONDITIONAL, ETC.

                  Upon failure of payment when due of any Guaranteed Obligation
for whatever reason, each Subsidiary Guarantor will be obligated to pay the same
immediately. Each Subsidiary Guarantor hereby agrees that its obligations
hereunder shall be continuing, absolute and unconditional, irrespective of: the
recovery of any judgment against the Company or any Subsidiary Guarantor; any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Company under this Indenture or any Note, by operation of law
or otherwise; any modification or amendment of or supplement to this Indenture
or any Note; any change in the corporate existence, structure or ownership of
the Company, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting the Company or its assets or any resulting release or
discharge of any obligation of the Company contained in this Indenture or any
Note; the existence of any claim, set-off or other rights which any Subsidiary
Guarantor may have at any time against the Company, the Trustee, any Noteholder
or any other Person, whether in connection herewith or any unrelated
transactions; provided, that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim; any invalidity or
unenforceability relating to or against the Company for any reason of this
Indenture or any Note, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal, premium, if
any, or interest on any Note or any other Guaranteed Obligation; or any other
act or omission to act or delay of any kind by the Company, the Trustee, any
Noteholder or any other Person or any other circumstance whatsoever which might,
but for the provisions of this paragraph, constitute a legal or equitable
discharge of the Subsidiary Guarantors' obligations hereunder. Each Subsidiary
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demand whatsoever and covenants that this Subsidiary Guarantee will not be
discharged except by the complete performance of the obligations contained in
the Notes, this Indenture and in this Article 10. Each Subsidiary Guarantor's
obligations hereunder shall remain in full force and effect until the Indenture
shall have terminated and the principal of and interest on the Notes and all
other Guaranteed Obligations shall have been paid in full. If at any time any
payment of the principal of or interest on any Note or any other payment in
respect of any Guaranteed Obligation is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, each Subsidiary Guarantor's obligations hereunder with respect to
such payment shall be reinstated as though such payment had been due but not
made at such time, and this Article 10, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Subsidiary 


                                      -84-
<PAGE>   91
Guarantor irrevocably waives any and all rights to which it may be entitled, by
operation of law or otherwise, upon making any payment hereunder to be
subrogated to the rights of the payee against the Company with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by the Company
in respect thereof.

SECTION 10.04.  LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY.

                  Each Subsidiary Guarantor and by its acceptance hereof each
Noteholder hereby confirms that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, Federal and state fraudulent conveyance laws or other legal principles. To
effectuate the foregoing intention, the Noteholders and each Subsidiary
Guarantor hereby irrevocably agree that the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Subsidiary Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary
Guarantee or pursuant to Section 10.05 hereof, result in the obligations of such
Subsidiary Guarantor under the Subsidiary Guarantee not constituting such
fraudulent transfer or conveyance under federal or state law.

SECTION 10.05.  CONTRIBUTION.

                  In order to provide for just and equitable contribution among
the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Subsidiary Guarantor") under the Subsidiary Guarantee, such Funding
Subsidiary Guarantor shall be entitled to a contribution from all other
Subsidiary Guarantors in a pro rata amount based on the Adjusted Net Assets of
each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all
payments, damages and expenses incurred by that Funding Subsidiary Guarantor in
discharging the Company's obligations with respect to the Notes or any other
Subsidiary Guarantor's obligations with respect to the Subsidiary Guarantee.

SECTION 10.06.  RELEASE.

                  Upon the sale or disposition of all of the Equity Interests of
a Subsidiary Guarantor to a Person which is not the Company or a Subsidiary of
the Company, which is otherwise in compliance with this Indenture, such
Subsidiary Guarantor shall be deemed released from all its obligations under the
Indenture without any further action required on the part of the Trustee or any
Noteholder; provided, however, that any such termination shall occur if and only
to the extent that all Obligations of each Subsidiary Guarantor under 


                                      -85-
<PAGE>   92
all of its guarantees of, and under all of its pledges of assets or other
security interests which secure, Indebtedness of the Company and the other
Subsidiary Guarantors shall also terminate upon such release, sale or transfer;
provided further, that without limiting the foregoing, any proceeds received by
the Company or any Subsidiary of the Company from such transaction shall be
applied as provided in Section 4.10 and Section 3.09. The Trustee shall execute
an appropriate instrument prepared by the Company evidencing such release upon
receipt of a request by the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section 10.06. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal,
premium, if any, and interest on the Notes as provided in this Article 10.

SECTION 10.07.  ADDITIONAL SUBSIDIARY GUARANTORS.

                  Any Person that was not a Subsidiary Guarantor on the date of
this Indenture may become a Subsidiary Guarantor by executing and delivering to
the Trustee (a) a supplemental indenture in form and substance satisfactory to
the Trustee, which subjects such Person to the provisions (including, without
limitation, the representations and warranties in this Article 10 and Article
11) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to
the effect that such supplemental indenture has been duly authorized and
executed by such Person and constitutes the legal, valid, binding and
enforceable obligation of such Person (subject to such customary exceptions
concerning creditors' rights and equitable principles as may be acceptable to
the Trustee in its discretion). The Subsidiary Guarantee of each Person
described in this Section 10.07 shall apply to all Notes theretofore executed
and delivered, notwithstanding any failure of such Notes to contain a notation
of such Subsidiary Guarantee thereon.

SECTION 10.08.  SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN
TERMS.

                  (a) Nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
the Company or another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of
the Company or shall prevent any sale or conveyance of the property of a
Subsidiary Guarantor as an entirety or substantially as an entirety to the
Company or another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of the
Company. Upon any such consolidation, merger, sale or conveyance, the Subsidiary
Guarantee given by such Subsidiary Guarantor shall no longer have any force or
effect.

                  (b) Nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
a Person or Persons other than the Company or another Subsidiary Guarantor
(whether or not affiliated with the Subsidiary Guarantor), or successive
consolidations or mergers in which a 


                                      -86-
<PAGE>   93
Subsidiary Guarantor or its successor or successors shall be a party or parties,
or shall prevent any sale or conveyance of the property of a Subsidiary
Guarantor as an entirety or substantially as an entirety, to a Person other than
the Company or another Subsidiary Guarantor (whether or not affiliated with the
Subsidiary Guarantor); provided, however, that, subject to Sections 10.06 and
10.08(a), (x) (i) immediately after such transaction, and giving effect thereto,
no Default or Event of Default shall have occurred as a result of such
transaction and be continuing, or (ii) such transaction does not violate any
covenants set forth in this Indenture, and (y) (i) the respective transaction is
treated as an Asset Disposition for purposes of Section 4.10 and Section 3.09
hereof or (ii) if the surviving Person is not the Subsidiary Guarantor, each
Subsidiary Guarantor hereby covenants and agrees that, upon any such
consolidation, merger, sale or conveyance, the Subsidiary Guarantee set forth in
this Article 10, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by such
Subsidiary Guarantor, shall be expressly assumed (in the event that the
Subsidiary Guarantor is not the surviving Person in the merger), by supplemental
indenture satisfactory in form to the Trustee of the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Subsidiary Guarantor, and such successor Person shall succeed
to, and be substituted for, the Subsidiary Guarantor with the same effect as if
it had been named herein as a Subsidiary Guarantor.

SECTION 10.09.  SUCCESSORS AND ASSIGNS.

                  This Article 10 shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Noteholders and, in the event of
any transfer or assignment of rights by any Noteholder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

SECTION 10.10.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  Each Subsidiary Guarantor 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 that would prohibit or forgive each
such Subsidiary Guarantor from performing its Subsidiary Guarantee 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 such Subsidiary Guarantor 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.


                                      -87-
<PAGE>   94
                                   ARTICLE 11

                                  MISCELLANEOUS

SECTION 11.01.  TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Until such time as
this Indenture becomes qualified under the TIA, the Company, the Subsidiary
Guarantors and the Trustee shall be deemed subject to and governed by the TIA as
if the Indenture were so qualified on the date hereof.

SECTION 11.02.  NOTICES.

                  (a) Any notice or communication by the Company, any Subsidiary
Guarantor or the Trustee to the other is duly given if in writing and delivered
in person or mailed by first class mail (registered or certified, return receipt
requested), confirmed facsimile transmission or overnight air courier
guaranteeing next day delivery, to the other's address:

                  If to the Company or any of the Subsidiary Guarantors:

                  American Architectural Products Corporation
                  755 Boardman - Canfield Road
                  South Bridge Executive Center
                  Building G West
                  Boardman, Ohio 44512
                  Attention: Chief Financial Officer
                  Facsimile No.: (330) 965-9915

                  If to the Trustee:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, NY  10036
                  Attention:  Corporate Trust Administration
                  Facsimile No.:  (212) 852-1625

                  (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.


                                      -88-
<PAGE>   95
                  (c) All notices and communications (other than those sent to
Noteholders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if by facsimile
transmission; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

                  (d) Any notice or communication to a Noteholder shall be
mailed by first class mail, postage prepaid, to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders.

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

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

SECTION 11.03.  COMMUNICATION BY NOTEHOLDERS WITH OTHER NOTEHOLDERS.

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

SECTION 11.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company and/or any of
the Subsidiary Guarantors to the Trustee to take any action under this
Indenture, the Company and/or any of the Subsidiary Guarantors, as the case may
be, shall furnish to the Trustee:

                   (i) an Officer's Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 11.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied
         (except with regard to an authentication order pursuant to Section
         2.02(c) hereof, which shall require a certificate of two Officers); and


                                      -89-
<PAGE>   96
                  (ii) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

SECTION 11.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e), shall comply with the definition of the term "Officers'
Certificate" and shall include:

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

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

                 (iii) a statement that, in the opinion of 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 satisfied; and

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

SECTION 11.06.  RULES BY TRUSTEE AND AGENTS.

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

SECTION 11.07.  LEGAL HOLIDAYS.

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


                                      -90-
<PAGE>   97
SECTION 11.08.  NO RECOURSE AGAINST OTHERS.

                  No past, present or future director, officer, employee, agent,
manager, stockholder or partner of the Company or its predecessors shall have
any liability for any Obligations of the Company under the Notes or this
Indenture or for any claim based on, in respect of, or by reason of such
Obligations or their creation. Each Noteholder by accepting a Note waives and
releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes.

SECTION 11.09.  DUPLICATE ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.

SECTION 11.10.  GOVERNING LAW.

                  This Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.

SECTION 11.11.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.12.  SUCCESSORS.

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

SECTION 11.13.  SEVERABILITY.

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


                                      -91-
<PAGE>   98
SECTION 11.14.  COUNTERPART ORIGINALS.

                  This Indenture may be executed in any number of counterparts,
each of which so executed shall be an original, but all of them together
represent the same agreement.

SECTION 11.15. TABLE OF CONTENTS, HEADINGS, ETC.

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


                                      -92-
<PAGE>   99
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.


                                        SIGNATURES

                                        AMERICAN ARCHITECTURAL
                                          PRODUCTS CORPORATION


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                           Name:  Frank J. Amedia
                                           Title: President
                                     

                                        EAGLE & TAYLOR COMPANY


                                        By /s/ Joseph Dominijanni
                                           -------------------------------
                                           Name:  Joseph Dominijanni
                                           Title: Vice President - Finance
                                    

                                        FORTE, INC.


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                           Name:  Frank J. Amedia
                                           Title: President
                                   

                                        WESTERN INSULATED GLASS, CO.


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                           Name:  Frank J. Amedia
                                           Title: Chief Executive Officer
                                       

                                      -93-
<PAGE>   100
                                        THERMETIC GLASS, INC.


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                        Name:  Frank J. Amedia
                                        Title: Chief Executive Officer


                                        BBPI ACQUISITION CORPORATION


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                        Name:  Frank J. Amedia
                                        Title: President
 

                                        DCI/DCW ACQUISITION
                                          CORPORATION


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                        Name:  Frank J. Amedia
                                        Title: President


                                        AMERICAN GLASSMITH
                                          ACQUISITION CORPORATION


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                        Name:  Frank J. Amedia
                                        Title: President


                                        MODERN WINDOW ACQUISITION
                                          CORPORATION


                                        By /s/ Frank J. Amedia
                                           -------------------------------
                                        Name:  Frank J. Amedia
                                        Title: President


                                      -94-
<PAGE>   101
                                        UNITED STATES TRUST COMPANY
                                          OF NEW YORK
                                        as Trustee


                                        By /s/ Patricia Stermer
                                           --------------------------------
                                           Name:  Patricia Stermer
                                           Title: Assistant Vice President


                                      -95-
<PAGE>   102
                                                                       EXHIBIT A


                              FORM OF INITIAL NOTE


         THIS NOTE OR ITS PREDECESSORS HAS NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR PLEDGED OR OTHERWISE
         TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, UNITED STATES PERSONS OR A BENEFICIAL INTEREST HEREIN
         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 INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
         501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT)
         (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
         PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
         PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT
         IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER
         THE SECURITIES ACT AS IN EFFECT WITH RESPECT TO SUCH TRANSFER, RESELL
         OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AMERICAN ARCHITECTURAL
         PRODUCTS CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
         STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
         UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
         INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
         FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
         OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
         TRUSTEE), AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
         AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN
         OPINION OF COUNSEL ACCEPTABLE TO AMERICAN ARCHITECTURAL PRODUCTS
         CORPORATION THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
         ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
         EXEMPTION FROM
<PAGE>   103
                                                                       EXHIBIT A
                                                                          Page 2


         REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
         AVAILABLE), (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
         THE SECURITIES ACT OR (G) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION
         OF COUNSEL ACCEPTABLE TO AMERICAN ARCHITECTURAL PRODUCTS CORPORATION)
         AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATES NOTES LAWS AND
         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND AS USED
         HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
         PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
         UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING
         THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
         VIOLATION OF THE FOREGOING RESTRICTIONS;

         [Include the following legends only on Global Notes]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
         THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE
         OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
         OF SUCH SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE
         LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE &
         CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
         OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
         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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
<PAGE>   104
                                                                       EXHIBIT A
                                                                          Page 3


         (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO 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.
<PAGE>   105
                                                                       EXHIBIT A
                                                                          Page 4


                                                             CUSIP No: A23855AA7

                                 (Front of Note)

No. 1                                                               $___________

                   AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
                     11.75% Senior Notes due 2007, Series A


AMERICAN ARCHITECTURAL PRODUCTS CORPORATION, a Delaware corporation promises to
pay to ____________________, or its registered assigns, the principal sum of
$__________________ on December 1, 2007.

Interest Payment Dates:  June 1 and December 1, commencing June 1, 1998.

Record Dates:  May 15 and November 15 (whether or not a Business Day).

Additional provisions of this Note are set forth on the other side of this Note.

                                                     Dated:

                                                     AMERICAN ARCHITECTURAL
                                                         PRODUCTS CORPORATION


                                                     By: _______________________

                                                     By: _______________________
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

UNITED STATES TRUST COMPANY OF NEW YORK


By:_________________________________
     Authorized Signatory

<PAGE>   106
                                                                       EXHIBIT A
                                                                          Page 5


                                (Reverse of Note)

                      11.75% SENIOR NOTE DUE 2007, Series A

                  Capitalized terms used herein have the meanings assigned to
them in the Indenture (as defined below) unless otherwise indicated.

                  1. Interest. American Architectural Products Corporation, a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at the rate and in the manner specified below. The Company
shall pay, in cash, interest on the principal amount of this Note at the rate
per annum of 11.75%. The Company will pay interest semiannually in arrears on
June 1 and December 1 of each year (each an "Interest Payment Date"), commencing
June 1, 1998, or if any such day is not a Business Day on the next succeeding
Business Day. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest shall accrue from the most recent
Interest Payment Date to which interest has been paid or, if no interest has
been paid, from the date of the original issuance of the Notes. To the extent
lawful, the Company shall pay interest on overdue principal at the rate of 2%
per annum in excess of the then applicable interest rate on the Notes; it shall
pay interest on overdue installments of interest (without regard to any
applicable grace periods) at the same rate to the extent lawful. The rate of
interest payable on this Note shall be subject to the assessment of additional
interest (the "Additional Interest") as follows:

                  (i) if the Exchange Offer Registration Statement (as defined
below) or Shelf Registration Statement (as defined below) is not filed within 60
days following the Issue Date or, in the case of the Shelf Registration
Statement, 60 days following a Shelf Request, (as defined in the Registration
Rights Agreement) Additional Interest shall accrue on the Notes over and above
the stated interest at a rate of 0.50% per annum for the first 30 days
commencing on the 61st day after the Issue Date or the Shelf Request,
respectively, such Additional Interest rate increasing by an additional 0.50%
per annum at the beginning of each subsequent 30-day period;

                  (ii) if the Exchange Offer Registration Statement or Shelf
Registration Statement is not declared effective within, in the case of the
Exchange Offer Registration Statement, 150 days following the Issue Date or, in
the case of the Shelf Registration Statement, 150 days following a Shelf
Request, Additional Interest shall accrue on the Notes over and above the stated
interest at a rate of 0.50% per annum for the first 30 days commencing on the
151st day after the Issue Date or the Shelf Request, respectively, such
Additional Interest rate increasing by an additional 0.50% per annum at the
beginning of each subsequent 30-day period; or
<PAGE>   107
                                                                       EXHIBIT A
                                                                          Page 6


                  (iii) if (A) the Company and the Subsidiary Guarantors have
not exchanged all Notes validly tendered in accordance with the terms of the
Exchange Offer on or prior to 180 days after the Issue Date or (B) the Exchange
Offer Registration Statement ceases to be effective at any time prior to the
time that the Exchange Offer is consummated or (C) if applicable, the Shelf
Registration Statement has been declared effective and such Shelf Registration
Statement ceases to be effective at any time prior to the second anniversary of
the Issue Date (unless all the Notes have been sold thereunder), then Additional
Interest shall accrue on the Notes over and above the stated interest at a rate
of 0.50% per annum for the first 30 days commencing on (x) the 181st day after
the Issue Date with respect to the Notes validly tendered and not exchanged by
the Company, in the case of (A) above, or (y) the day the Exchange Offer
Registration Statement ceases to be effective or usable for its intended purpose
in the case of (B) above, or (z) the day such Shelf Registration Statement
ceases to be effective in the case of (C) above, such Additional Interest rate
increasing by an additional 0.50% per annum at the beginning of each subsequent
30-day period; provided, however, that the Additional Interest rate on the Notes
under clauses (i), (ii) and (iii) above may not exceed in the aggregate 2.0% per
annum; and provided further, that (1) upon the filing of the Exchange Offer
Registration Statement or Notes Shelf Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement or Shelf Registration Statement (in the case of (ii) above), or (3)
upon the exchange of Exchange Notes for all Notes tendered (in the case of
clause (iii)(A) above), or upon the effectiveness of the Exchange Offer
Registration Statement which had ceased to remain effective (in the case of
clause (iii)(B) above), or upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of clause (iii)(C)
above), Additional Interest on the Notes as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue.

                  "Exchange Offer" shall mean the exchange offer by the Company
of Initial Notes for Exchange Notes pursuant to Section 2(a) of the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration
statement, in each case including the Offering Memorandum or prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Record Date" shall have the meaning provided on the front of
this Note.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of the Registration Rights Agreement which covers all of the
Initial Notes on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the Commission, and all amendments and
supplements to such registration statement, including post-effective
<PAGE>   108
                                                                       EXHIBIT A
                                                                          Page 7


amendments, in each case including the Offering Memorandum contained therein,
all exhibits thereto and all material incorporated by reference therein.

                  2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the Record Date immediately preceding the
Interest Payment Date, even if such Notes are cancelled after such Record Date
and on or before such Interest Payment Date. Noteholders must surrender Notes to
a Paying Agent to collect principal payments. The Company shall pay principal,
premium, if any, and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts ("U.S. Legal
Tender"). However, the Company may pay principal, premium, if any, and interest
by its check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Noteholder at the Noteholder's
registered address.

                  3. Paying Agent and Registrar. Initially, the Trustee will act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder. The Company or
any Guarantor of the Company may act in any such capacity, except that none of
the Company, its Subsidiaries or their Affiliates shall act (i) as Paying Agent
in connection with any redemption, offer to purchase, discharge or defeasance,
as otherwise specified in the Indenture, and (ii) as Paying Agent or Registrar
if a Default or Event of Default has occurred and is continuing.

                  4. Indenture. The Company issued the Notes under an Indenture,
dated as of December 10, 1997 (the "Indenture"), between the Company and United
States Trust Company of New York, as Trustee (the "Trustee"). The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA as in effect on the date the Indenture is qualified,
except as otherwise provided in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the TIA for a statement
of such terms. The terms of the Indenture shall govern any inconsistencies
between the Indenture and the Notes. The Notes are senior Obligations of the
Company limited to $125,000,000 in aggregate principal amount.

                  5.(a) Optional Redemption. Except as indicated in the next
succeeding paragraph, the Notes are not redeemable at the Company's option prior
to December 1, 2002. Thereafter, the Notes will be redeemable, at the option of
the Company, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below, plus accrued
interest to the redemption date:

         PERIOD                                                 REDEMPTION PRICE

         2002..........................................................105.000%
<PAGE>   109
                                                                       EXHIBIT A
                                                                          Page 8


         2003......................................................... 103.333%
         2004......................................................... 101.667%
         2005 and thereafter.........................................  100.000%

                  (b) Optional Redemption Upon Equity Offerings. At any time, or
from time to time, on or prior to December 1, 2000, the Company may, at its
option, use the Net Cash Proceeds of one or more Equity Offerings by the Company
so long as there is a Public Market at the time of such redemption (which fact
shall be certified to the Trustee in an Officer's Certificate delivered to the
Trustee pursuant to Section 3.01(a)), at a redemption price equal to 110% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided, however, that after any such redemption, the
aggregate principal amount of the Notes outstanding must equal at least $82
million. In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Company shall make such redemption not more than 90 days
after the consummation of any such Equity Offering.

                  6. Mandatory Redemption. The Notes are not subject to
mandatory redemption or sinking fund payments.

                  7. Repurchase at Option of Noteholder. (a) If there is a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part of such Holder's Notes at a repurchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date). Within 20 days following any Change of Control, the
Company will mail a notice to each Noteholder stating (i) that a Change of
Control has occurred and that such Noteholder has the right to require the
Company to repurchase all or any part of such Noteholder's Notes at a repurchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date); (ii) the circumstances and relevant facts
regarding such Change of Control (including information with respect to pro
forma historical income, cash flow and capitalization after giving effect to
such Change of Control); (iii) the repurchase date (which will be no earlier
then 50 days nor later than 60 days from the date such notice is mailed); and
(iv) the procedures, determined by the Company consistent with the Indenture,
that a Noteholder must follow in order to have its Notes repurchased.
Noteholders that are subject to an offer to repurchase may elect to have such
Notes repurchased by completing the form entitled "Option of Noteholder to Elect
Purchase" appearing below.

                  (b) If the Company or a Subsidiary consummates any Asset
Disposition, and when the aggregate amount of Net Available Cash from such an
Asset Disposition exceeds
<PAGE>   110
                                                                       EXHIBIT A
                                                                          Page 9


$5 million, the Company shall be required to offer to purchase the maximum
principal amount of Notes, that is in an integral multiple of $1,000, that may
be purchased out of the Net Available Cash at 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date fixed for the
closing of such offer in accordance with the procedures set forth in the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Net Available Cash, the Notes to be redeemed shall
be selected on a pro rata basis. Noteholders that are the subject of an offer to
purchase will receive an Asset Disposition Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Noteholder to Elect Purchase" appearing below.

                  8. Notice of Redemption. Notice of redemption shall be mailed
at least 30 (unless a shorter period is acceptable to the Trustee) but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. Notes may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Noteholder are to
be redeemed. On and after the redemption date, interest ceases to accrue on
Notes or portions of them called for redemption.

                  9. Registration Rights. Pursuant to the Registration Rights
Agreement, and subject to certain terms and conditions stated therein, the
Company will be obligated to consummate an Exchange Offer pursuant to which the
Holders of the Initial Notes shall have the right to exchange this Note for
Exchange Notes, which have been registered under the Securities Act, in like
principal amount and having terms identical in all material respect to the
Initial Note.

                  10. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Noteholder 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 exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, it need not exchange or
register the transfer of any Notes during a period beginning at the opening of
business on a Business Day 15 days before the day of any selection of Notes to
be redeemed and ending at the close of business on the day of selection or
during the period between a Record Date and the corresponding Interest Payment
Date.

                  11. Persons Deemed Owners. Prior to due presentment to the
Trustee for registration of the transfer of this Note, the Trustee, any Agent
and the Company may deem and treat the Person in whose name this Note is
registered as its absolute owner for the purpose of receiving payment of
principal of, premium, if any, and interest on this Note and for all other
purposes whatsoever, whether or not this Note is overdue, and neither the
<PAGE>   111
                                                                       EXHIBIT A
                                                                         Page 10


Trustee, any Agent nor the Company shall be affected by notice to the contrary.
The registered Noteholder shall be treated as its owner for all purposes.

                  12. Amendments and Waivers. Subject to certain exceptions
provided in the Indenture, the Indenture or the Notes may be amended with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes, and any existing Default or Event of Default (except a payment default)
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes. Without the consent of any Noteholder the
Indenture or the Notes may be amended to, among other things, cure any
ambiguity, defect or inconsistency, to comply with the requirements of the
Commission in order to effect or maintain qualification of the Indenture under
the TIA or to make any change that does not adversely affect the rights of any
Noteholder.

                  13. Defaults and Remedies. If an Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare the unpaid principal of, and any accrued
and unpaid interest on, all the Notes to be due and payable immediately;
provided, that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or any Subsidiary
Guarantor, all outstanding Notes shall become due and payable immediately
without further action or notice. Noteholders may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Noteholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.

                  14. Trustee Dealings with the Company. The Trustee under the
Indenture, in its individual or any other capacity may make loans to, accept
deposits from, and perform services for the Company, the Subsidiary Guarantors
or any Affiliate of the Company or the Subsidiary Guarantors, and may otherwise
deal with the Company, the Subsidiary Guarantors and their respective Affiliates
as if it were not Trustee.

                  15. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
its Capital Stock or certain Indebtedness, enter into transactions with
Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications
<PAGE>   112
                                                                       EXHIBIT A
                                                                         Page 11


and exceptions provided for in the Indenture. The Company must annually report
to the Trustee on compliance with such limitations.

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

                  17. Subsidiary Guarantee. Each Subsidiary Guarantor has
jointly and severally irrevocably and unconditionally guaranteed the payment of
principal, premium, if any, and interest (including interest on overdue
principal and overdue interest, if lawful) on the Notes; provided, however, each
Subsidiary Guarantor that makes a payment or distribution under a Subsidiary
Guarantee shall be entitled to a contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor.

                  18. Defeasance. Subject to certain conditions provided for in
the Indenture, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal,
premium (if any) and interest on the Notes to redemption or maturity, as the
case may be.

                  19. Governing Law. The Laws of the State of New York shall
govern this Note and the Indenture, without regard to principles of conflict of
laws.

                  20. Abbreviations. Customary abbreviations may be used in the
name of a Noteholder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

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

                  The Company will furnish to any Noteholder upon written
request and without charge a copy of the Indenture. Request may be made to:

                              American Architectural Products Corporation
                              755 Boardman - Canfield Road
<PAGE>   113
                                                                       EXHIBIT A
                                                                         Page 12


                                    South Bridge Executive Center
                                    Building G West
                                    Boardman, Ohio 44512
                                    Attn: Chief Financial Officer
<PAGE>   114
                                                                       EXHIBIT A
                                                                         Page 13



                          FORM OF NOTATION ON SECURITY
                        RELATING TO SUBSIDIARY GUARANTEE

                              SUBSIDIARY GUARANTEE

                  The Subsidiary Guarantors (as defined in the Indenture (the
"Indenture") referred to in the Note upon which this notation is endorsed and
each hereinafter referred to as a "Subsidiary Guarantor," which term includes
any successor person under the Indenture) (i) have jointly and severally
irrevocably and unconditionally guaranteed as a primary obligor and not a
surety, (such guarantee by each Subsidiary Guarantor being referred to herein as
the "Subsidiary Guarantee") (a) the due and punctual payment of the principal,
premium, if any, and interest on the Notes, whether at Stated Maturity or
interest payment date, by acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on the overdue principal of and
interest, if any, on the Notes, to the extent lawful, (c) the due and punctual
performance of all other monetary Obligations of the Company under the Indenture
and the Notes to the Noteholders or the Trustee, all in accordance with the
terms set forth in Article 10 of the Indenture and (d) in case of any extension
of time of payment or renewal of any Notes or any such Obligations, the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity by acceleration or
otherwise and (ii) have agreed to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Noteholders in
enforcing any rights under this Subsidiary Guarantee.

                  The Obligations of each Subsidiary Guarantor to the Holders of
Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture
are expressly set forth in Article 10 of the Indenture and reference is hereby
made to such Indenture for the precise terms of this Subsidiary Guarantee.

                  No stockholder, officer, director or incorporator, as such,
past, present or future of any Subsidiary Guarantor shall have any liability
under this Subsidiary Guarantee by reason of his or its status as such
stockholder, officer, director or incorporator.

                  This is a continuing Subsidiary Guarantee and, except as
otherwise expressly provided for in Section 10.06 of the Indenture, shall remain
in full force and effect and shall be binding upon the Subsidiary Guarantor and
its successors and assigns until full and final payment of all of the Company's
Obligations under the Notes and the Indenture and shall inure to the benefit of
the successors and assigns of the Trustee and the Noteholders and, in the event
of any transfer or assignment of rights by any Noteholder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions hereof. This is a Subsidiary Guarantee of payment and not of
collectability.
<PAGE>   115
                                                                       EXHIBIT A
                                                                         Page 14



                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

                  THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.

                  Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.

                                             Guarantors:

                                             EAGLE & TAYLOR COMPANY


                                             By_________________________________
                                               Name:
                                               Title:


                                             FORTE, INC.


                                             By_________________________________
                                               Name:
                                               Title:


                                             WESTERN INSULATED GLASS, CO.


                                             By_________________________________
                                               Name:
                                               Title:


<PAGE>   116
                                                                       EXHIBIT A
                                                                         Page 15


                                             THERMETIC GLASS, INC.


                                             By_________________________________
                                               Name:
                                               Title:


                                             BBPI ACQUISITION CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             DCI/DCW ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             AMERICAN GLASSMITH ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             MODERN WINDOW ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:

<PAGE>   117
                                                                       EXHIBIT A
                                                                         Page 16



                                 ASSIGNMENT FORM


         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

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



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


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



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



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



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

and irrevocably appoint
                        --------------------------------------------------------



<PAGE>   118
                                                                       EXHIBIT A
                                                                         Page 17


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




Date:______________

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




<PAGE>   119
                                                                       EXHIBIT A
                                                                         Page 18


                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act") covering resales of this Note
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) December 10, 1999, the undersigned confirms that it has
not utilized any general solicitation or general advertising in connection with
the transfer and that this Note is being transferred:

                                    Check One

<TABLE>
<S>                        <C>
         (1)      ___      to the Company or a subsidiary thereof; or

         (2)      ___      pursuant to and in compliance with Rule 144A under the
                           Securities Act; or

         (3)      ___      to an institutional "accredited investor" (as defined in Rule
                           501(a)(1), (2), (3) or (7) under the Securities Act) that has
                           furnished to the Trustee a signed letter containing certain
                           representations and agreements (the form of which letter can be
                           obtained from the Trustee); or

         (4)      ___      outside the United States to a "foreign person" in compliance with
                           Rule 904 of Regulation S under the Securities Act; or

         (5)      ___      pursuant to the exemption from registration provided by Rule 144
                           under the Securities Act; or

         (6)      ___      pursuant to an effective registration statement under the Securities
                           Act; or

         (7)      ___      pursuant to another available exemption from the registration
                           requirements of the Securities Act.
</TABLE>

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any Person other than the
registered Noteholder thereof; provided that if box (3), (4), (5) or (7) is
checked, the Company or the Trustee may require, prior to registering any such
transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or the Company has reasonably requested 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.
If
<PAGE>   120
                                                                       EXHIBIT A
                                                                         Page 19


none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the
Noteholder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.


Dated:__________________________   Signed:_________________________________
                                           (Sign exactly as name appears on
                                            the other side of this Note)



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


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


Dated:_______________________      _____________________________________
                                   NOTICE:  To be executed by an
                                               executive officer

<PAGE>   121
                                                                       EXHIBIT A
                                                                         Page 20



                     OPTION OF NOTEHOLDER TO ELECT PURCHASE


                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.10 or Section 4.14 of the
Indenture check the appropriate box:

                  [ ] Section 4.10          [ ] Section 4.14

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:


$______________________


Date:__________________


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



<PAGE>   122
                                                                       EXHIBIT B

                              FORM OF EXCHANGE NOTE

         [Include the following legend only on Global Notes]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
         THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE
         OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
         OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
         AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
         YORK CORPORATION ("DTC"), TO THE ISSUER 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 IS REQUESTED
         BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
         TO CEDE & CO. OR TO 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.

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




<PAGE>   123
                                                                       EXHIBIT B
                                                                          Page 2


                                                             CUSIP No: A23855AA7

                                 (Front of Note)

No. 1                                                               $___________

                   AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
                     11.75% Senior Note dues 2007, Series B

AMERICAN ARCHITECTURAL PRODUCTS CORPORATION, a Delaware
corporation, promises to pay to ____________________________, or its registered
assigns, the principal sum of $_______________ on December 1, 2007.

Interest Payment Dates:  June 1 and December 1, commencing June 1, 1998.

Record Dates: May 15 and November 15 (whether or not a Business Day).

Additional provisions of this Note are set forth on the other side of this Note.

                                             Dated:

                                             AMERICAN ARCHITECTURAL PRODUCTS
                                               CORPORATION

                                             By: ________________________
                                                  Name:
                                                  Title:


                                             By: ________________________
                                                  Name:
                                                  Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

United States Trust Company of New York,
as Trustee

By:_____________________________
     Authorized Signatory

Date:___________________________



<PAGE>   124
                                                                       EXHIBIT B
                                                                          Page 3


                                (Reverse of Note)

                                 11.75% SENIOR NOTES DUE 2007, SERIES B


                  Capitalized terms used herein have the meanings assigned to
them in the Indenture (as defined below) unless otherwise indicated.

                  1. Interest. American Architectural Products Corporation, a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at the rate and in the manner specified below. The Company
shall pay, in cash, interest on the principal amount of this Note at the rate
per annum of 11.75%. The Company will pay interest semiannually in arrears on
June 1 and December 1 of each year (each an "Interest Payment Date"), commencing
June 1, 1998, or if any such day is not a Business Day on the next succeeding
Business Day. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest shall accrue from the most recent
Interest Payment Date to which interest has been paid or, if no interest has
been paid, from the date of the original issuance of the Notes. To the extent
lawful, the Company shall pay interest on overdue principal at the rate of 2%
per annum in excess of the then applicable interest rate on the Notes; it shall
pay interest on overdue installments of interest (without regard to any
applicable grace periods) at the same rate to the extent lawful.

                  2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Noteholders
at the close of business on the Record Date immediately preceding the Interest
Payment Date, even if such Notes are cancelled after such Record Date and on or
before such Interest Payment Date. Noteholders must surrender Notes to a Paying
Agent to collect principal payments. The Company shall pay principal premium, if
any, and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts ("U.S. Legal Tender").
However, the Company may pay principal and interest by its check payable in such
U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Noteholder at the Noteholder's registered address.

                  3. Paying Agent and Registrar. Initially, the Trustee will act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder. The Company,
or any Subsidiary Guarantor of the Company may act in any such capacity, except
that none of the Company, its Subsidiaries or their Affiliates shall act (i) as
Paying Agent in connection with any redemption, offer to purchase, discharge or
defeasance, as otherwise specified



<PAGE>   125
                                                                       EXHIBIT B
                                                                          Page 4


in the Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of
Default has occurred and is continuing.

                  4. Indenture. The Company issued the Notes under an Indenture,
dated as of December 10, 1997 (the "Indenture"), between the Company and United
States Trust Company of New York, as trustee (the "Trustee"). The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA as in effect on the date the Indenture is qualified,
except as otherwise provided in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the TIA for a statement
of such terms. The terms of the Indenture shall govern any inconsistencies
between the Indenture and the Notes. The Notes are senior Obligations of the
Company limited to $125,000,000 in aggregate principal amount.

                  5. (a) Optional Redemption. Except as indicated in the next
succeeding paragraph, the Notes are not redeemable at the Company's option prior
to December 1, 2002. Thereafter, the Notes will be redeemable, at the option of
the Company, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below, plus accrued
interest to the redemption date:

<TABLE>
<CAPTION>
         PERIOD                                                 REDEMPTION PRICE

<S>                                                             <C>
         2002......................................................... 105.000%
         2003......................................................... 103.333%
         2004......................................................... 101.667%
         2005 and thereafter.........................................  100.000%
</TABLE>

                  (b) Optional Redemption Upon Equity Offerings. At any time, or
from time to time, on or prior to December 1, 2000, the Company may, at its
option, use the Net Cash Proceeds of one or more Equity Offerings by the Company
so long as there is a Public Market at the time of such redemption, at a
redemption price equal to 110% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of redemption; provided, however,
that after any such redemption, the aggregate principal amount of the Notes
outstanding must equal at least $82 million. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall make such
redemption not more than 90 days after the consummation of any such Equity
Offering.

                  6. Mandatory Redemption. The Notes are not subject to
mandatory redemption or sinking fund payments.




<PAGE>   126
                                                                       EXHIBIT B
                                                                          Page 5


                  7. Repurchase at Option of Noteholder. (a) If there is a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part of such Holder's Notes at a repurchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date). Within 30 days following any Change of Control, the
Company will mail a notice to each Noteholder stating (i) that a Change of
Control has occurred and that such Noteholder has the right to require the
Company to repurchase all or any part of such Noteholder's Notes at a repurchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date); (ii) the circumstances and relevant facts
regarding such Change of Control (including information with respect to pro
forma historical income, cash flow and capitalization after giving effect to
such Change of Control; (iii) the repurchase date (which will be no earlier than
50 days nor later than 60 days from the date such notice is mailed); and (iv)
the procedures, determined by the Company consistent with the Indenture, that a
Noteholder must follow in order to have its Notes repurchased. Noteholders that
are subject to an offer to repurchase may elect to have such Notes repurchased
by completing the form entitled "Option of Noteholder to Elect Purchase"
appearing below.


                  (b) If the Company or a Subsidiary consummates any Asset
Disposition, and when the aggregate amount of Net Available Cash from such an
Asset Disposition exceeds $5 million, the Company shall be required to offer to
purchase the maximum principal amount of Notes, that is in an integral multiple
of $1,000, that may be purchased out of the Net Available Cash, at an offer
price in cash in an amount equal to 101% of the outstanding principal amount
thereof, plus accrued and unpaid interest, if any, to the date fixed for the
closing of such offer in accordance with the procedures set forth in the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Net Available Cash, the Notes to be redeemed shall
be selected on a pro rata basis. Noteholders that are the subject of an offer to
purchase will receive an Asset Disposition Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Noteholder to Elect Purchase" appearing below.

                  8. Notice of Redemption. Notice of redemption shall be mailed
at least 30 days (unless a shorter period is acceptable to the Trustee) but not
more than 60 days before the redemption date to each Holder whose Notes are to
be redeemed at its registered address. Notes may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Noteholder are to
be redeemed. On and after



<PAGE>   127
                                                                       EXHIBIT B
                                                                          Page 6


the redemption date, interest ceases to accrue on Notes or portions of them
called for redemption.

                  9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Noteholder 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 exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, it need not exchange or
register the transfer of any Notes during a period beginning on the opening of
business on a Business Day 15 days before the day of any selection of Notes to
be redeemed and ending on the close of business on the day of selection or
during the period between a Record Date and the corresponding Interest Payment
Date.

                  10. Persons Deemed Owners. Prior to due presentment to the
Trustee for registration of the transfer of this Note, the Trustee, any Agent
and the Company may deem and treat the Person in whose name this Note is
registered as its absolute owner for the purpose of receiving payment of
principal of, premium, if any, and interest on this Note and for all other
purposes whatsoever, whether or not this Note is overdue, and neither the
Trustee, any Agent nor the Company shall be affected by notice to the contrary.
The registered Noteholder shall be treated as its owner for all purposes.

                  11. Amendments and Waivers. Subject to certain exceptions
provided in the Indenture, the Indenture or the Notes may be amended with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes, and any existing default or Event of Default (except a payment default)
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes. Without the consent of any Noteholder the
Indenture or the Notes may be amended to, among other things, cure any
ambiguity, defect or inconsistency, to comply with the requirements of the
Commission in order to effect or maintain qualification of the Indenture under
the TIA Noteholders or to make any change that does not adversely affect the
rights of any Noteholder.

                  12. Defaults and Remedies. If an Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare the unpaid principal of, and any accrued
and unpaid interest on, all the Notes to be due and payable immediately;
provided, that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or any Subsidiary
Guarantor, all outstanding Notes shall become



<PAGE>   128
                                                                       EXHIBIT B
                                                                          Page 7


due and payable immediately without further action or notice. Noteholders may
not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Noteholders notice
of any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

                  13. Trustee Dealings with the Company. The Trustee under the
Indenture, in its individual or any other capacity may make loans to, accept
deposits from, and perform services for the Company, the Subsidiary Guarantor or
any Affiliate of the Company or the Subsidiary Guarantor, and may otherwise deal
with the Company, the Subsidiary Guarantor and their respective Affiliates as if
it were not Trustee.

                  14. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
its Capital Stock or certain Indebtedness, enter into transactions with
Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications and exceptions provided for in the Indenture. The
Company must annually report to the Trustee on compliance with such limitations.

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

                  16. Subsidiary Guarantee. Each Subsidiary Guarantor has
jointly and severally irrevocably and unconditionally guaranteed the payment of
principal, premium, if any, and interest (including interest on overdue
principal and overdue interest, if lawful) on the Notes; provided, however, each
Subsidiary Guarantor that makes a payment or distribution under a Subsidiary
Guarantee shall be entitled to a contribution from each other Subsidiary
Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor.

                  17. Defeasance. Subject to certain conditions provided for in
the Indenture, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S.



<PAGE>   129
                                                                       EXHIBIT B
                                                                          Page 8


Government Obligations for the payment of principal, premium (if any) and
interest on the Notes to redemption or maturity, as the case may be.

                  18. Governing Law. The Laws of the State of New York shall
govern this Note and the Indenture, without regard to principles of conflict of
laws.

                  19. Abbreviations. Customary abbreviations may be used in the
name of a Noteholder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

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

                  The Company will furnish to any Noteholder upon written
request and without charge a copy of the Indenture. Request may be made to:

                           American Architectural Products Corporation
                           755 Boardman - Canfield Road
                           South Bridge Executive Center
                           Building G West
                           Boardman, Ohio 44512
                           Attn:  Chief Financial Officer



<PAGE>   130
                                                                       EXHIBIT B
                                                                          Page 9



                          FORM OF NOTATION ON SECURITY
                        RELATING TO SUBSIDIARY GUARANTEE

                              SUBSIDIARY GUARANTEE

                  The Subsidiary Guarantors (as defined in the Indenture (the
"Indenture") referred to in the Note upon which this notation is endorsed and
each hereinafter referred to as a "Subsidiary Guarantor," which term includes
any successor person under the Indenture) (i) have jointly and severally
irrevocably and unconditionally guaranteed as a primary obligor and not a
surety, (such guarantee by each Subsidiary Guarantor being referred to herein as
the "Subsidiary Guarantee") (a) the due and punctual payment of the principal,
premium, if any, and interest on the Notes, whether at Stated Maturity or
interest payment date, by acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on the overdue principal of and
interest, if any, on the Notes, to the extent lawful, (c) the due and punctual
performance of all other monetary Obligations of the Company under the Indenture
and the Notes to the Noteholders or the Trustee, all in accordance with the
terms set forth in Article 10 of the Indenture and (d) in case of any extension
of time of payment or renewal of any Notes or any such Obligations, the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity by acceleration or
otherwise and (ii) have agreed to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Noteholders in
enforcing any rights under this Subsidiary Guarantee.

                  The Obligations of each Subsidiary Guarantor to the Holders of
Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture
are expressly set forth in Article 10 of the Indenture and reference is hereby
made to such Indenture for the precise terms of this Subsidiary Guarantee.

                  No stockholder, officer, director or incorporator, as such,
past, present or future of any Subsidiary Guarantor shall have any liability
under this Subsidiary Guarantee by reason of his or its status as such
stockholder, officer, director or incorporator.

                  This is a continuing Subsidiary Guarantee and, except as
otherwise expressly provided for in Section 10.06 of the Indenture, shall remain
in full force and effect and shall be binding upon the Subsidiary Guarantor and
its successors and assigns until full and final payment of all of the Company's
Obligations under the Notes and the Indenture and shall inure to the benefit of
the successors and assigns of the Trustee and the Noteholders and, in the event
of any transfer or assignment of rights by any



<PAGE>   131
                                                                       EXHIBIT B
                                                                         Page 10


Noteholder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Subsidiary
Guarantee of payment and not of collectability.

                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

                  THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.

                  Capitalized terms used herein have the same meanings given in
the Indenture unless otherwise indicated.

                                             Guarantors:

                                             EAGLE & TAYLOR COMPANY


                                             By_________________________________
                                               Name:
                                               Title:


                                             FORTE, INC.


                                             By_________________________________
                                               Name:
                                               Title:


                                             WESTERN INSULATED GLASS, CO.


                                             By_________________________________
                                               Name:
                                               Title:



<PAGE>   132
                                                                       EXHIBIT B
                                                                         Page 11

                                             THERMETIC GLASS, INC.


                                             By_________________________________
                                               Name:
                                               Title:


                                             BBPI ACQUISITION CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             DCI/DCW ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             AMERICAN GLASSMITH ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:


                                             MODERN WINDOW ACQUISITION
                                               CORPORATION


                                             By_________________________________
                                               Name:
                                               Title:
<PAGE>   133
                                 ASSIGNMENT FORM


         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

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



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


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



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



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



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

and irrevocably appoint
                        --------------------------------------------------------
<PAGE>   134
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.




Date:______________

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

                                      -13-
<PAGE>   135
                     OPTION OF NOTEHOLDER TO ELECT PURCHASE


                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.10 or Section 4.14 of the
Indenture check the appropriate box:

                  [ ] Section 4.10          [ ] Section 4.14

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:


$______________________


Date:__________________


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

                                      -14-
<PAGE>   136
                                                                       EXHIBIT C



                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors



United States Trust Company of New York
114 West 47th Street
New York, New York  10036
Attention:  Corporate Trust Administration


         Re:      American Architectural Products Corporation
                  11 3/4% Senior Notes due 2007

Ladies and Gentlemen:

                  In connection with our proposed purchase of 11 3/4% Senior
Notes due 2007 (the "Notes") of American Architectural Products Corporation (the
"Company"), we confirm that:

                  1. We have received a copy of the Offering Memorandum (the
"Offering Memorandum"), dated December 5, 1997 relating to the Notes and such
other information as we deem necessary in order to make our investment decision.
We acknowledge that we have read and agreed to the matters stated on pages (ii)
and (iii) of the Offering Memorandum and in the section entitled "Transfer
Restrictions" of the Offering Memorandum including the restrictions on
duplication and circulation of the Offering Memorandum.

                  2. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Notes (as described in the Offering Memorandum) and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act").

                  3. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any



<PAGE>   137
                                                                       EXHIBIT C
                                                                          Page 2



accounts for which we are acting as hereinafter stated, that if we should sell
or otherwise transfer any Notes prior to the date which is two years after the
original issuance of the Notes, we will do so only (i) to the Company or any of
its subsidiaries, (ii) inside the United States in accordance with Rule 144A
under the Securities Act to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act), (iii) inside the United States to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee (as defined in the Indenture relating to the Notes), a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Notes, (iv) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(vi) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Notes from
us a notice advising such purchaser that resales of the Notes are restricted as
stated herein.

                  4. We are not acquiring the Notes for or on behalf of, and
will not transfer the Notes to, any pension or welfare plan (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974), except as
permitted in the section entitled "Transfer Restrictions" of the Offering
Memorandum.

                  5. We understand that, on any proposed resale of any Notes, we
will be required to furnish to the Trustee and the Company such certification,
legal opinions and other information as the Trustee and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

                  6. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.

                  7. We are acquiring the Notes purchased by us for our account
or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.




<PAGE>   138
                                                                       EXHIBIT C
                                                                          Page 3



                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                             Very truly yours,



                                             By:________________________________
                                                Name:




<PAGE>   139
                                                                       EXHIBIT D



                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S



                                                           _______________, ____


United States Trust Company of New York
114 West 47th Street
New York, New York  10036
Attention:  Corporate Trust Administration


         Re:      American Architectural Products Corporation
                  (the "Company") 11 3/4% Senior
                  Notes due 2007 (the "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $_____________
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                  (1) the offer of the Notes was not made to a Person in the
         United States;

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated off-shore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903(b) or Rule
         904(b) of Regulation S, as applicable;




<PAGE>   140
                                                                       EXHIBIT D
                                                                          Page 2



                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act; and

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Notes.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                                     Very truly yours,

                                                     [Name of Transferor]


                                                     By:________________________
                                                          Authorized Signature