<PAGE>

                                                                  Exhibit 4.1

                                                                  EXECUTION COPY

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

                               GOSS HOLDINGS, INC.

                                  $112,500,000

                   12 1/4% SENIOR SUBORDINATED NOTES DUE 2005

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

                                    INDENTURE

                          DATED AS OF NOVEMBER 19, 1999

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

                                  HSBC BANK USA

                                     TRUSTEE

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

                              CROSS REFERENCE TABLE

TRUST INDENTURE
ACT SECTION

<TABLE>
<CAPTION>
                                                       INDENTURE SECTION
<S>                                                                 <C>
310 (a)(1)......................................................    8.10
    (a)(2)......................................................    8.10
    (a)(3)......................................................    N/A
    (a)(4)......................................................    N/A
    (a)(5)......................................................    8.10
    (b).........................................................    8.10
    (c).........................................................    N/A
311 (a).........................................................    8.11
    (b).........................................................    8.11
    (c).........................................................    N/A
312 (a).........................................................    2.05
    (b).........................................................    12.03
    (c).........................................................    12.03
313 (a).........................................................    11.02
    (b)(i)......................................................    11.02
    (b)(2)......................................................    8.06
    (c).........................................................    8.06; 11.02
    (d).........................................................    8.06
314 (a).........................................................    8.03; 11.02
    (b).........................................................    11.03
    (c)(1)......................................................    12.04
    (c)(2)......................................................    12.04
    (c)(3)......................................................    N/A
    (d).........................................................    11.02; 11.03
    (e).........................................................    12.05
    (f).........................................................    N/A
315 (a).........................................................    8.01
    (b).........................................................    8.05; 12.02
    (c).........................................................    8.01
    (d).........................................................    8.01
    (e).........................................................    7.11
316 (a)(1)(A)...................................................    7.05
    (a)(1)(B)...................................................    7.04
    (a)(2)......................................................    N/A
    (b).........................................................    7.07
317 (a)(1)......................................................    7.08
    (a)(2)......................................................    7.09
    (b).........................................................    2.04
318 (a).........................................................    12.01
    (b).........................................................    N/A
    (c) ........................................................    12.01
</TABLE>

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

                                       i
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page

<S>                                                                           <C>
RECITALS OF THE COMPANY........................................................1

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

   Section 1.01  Definitions...................................................1
   Section 1.02  Other Definitions............................................15
   Section 1.03  Incorporation by Reference of Trust Indenture Act............16
   Section 1.04  Rules of Construction........................................16

                                   ARTICLE II

                                    THE NOTES

   Section 2.01  Form and Dating..............................................16
   Section 2.02  Execution and Authentication.................................17
   Section 2.03  Registrar and Paying Agent...................................17
   Section 2.04  Paying Agent to Hold Money In Trust..........................18
   Section 2.05  Lists of Holders.............................................18
   Section 2.06  Transfer and Exchange........................................18
   Section 2.07  Replacement Notes............................................19
   Section 2.08  Outstanding Notes............................................19
   Section 2.09  Temporary Notes..............................................19
   Section 2.10  Cancellation.................................................20
   Section 2.11  Defaulted Interest...........................................20
   Section 2.12  CUSIP Number.................................................20

                                   ARTICLE III

                                   REDEMPTION

   Section 3.01  Notices to Trustee...........................................20
   Section 3.02  Selection of Notes to be Redeemed............................21
   Section 3.03  Notice of Redemption.........................................21
   Section 3.04  Effect of Notice of Redemption...............................22
   Section 3.05  Deposit of Redemption Price..................................22
   Section 3.06  Notes Redeemed in Part.......................................22

                                       ii
<PAGE>

                                   ARTICLE IV

                CHANGE OF CONTROL AND ENTERPRISE VALUATION EVENT

   Section 4.01  Change of Control and Enterperise Valuation Event............22

                                    ARTICLE V

                                    COVENANTS

   Section 5.01  Payment of Principal, Premium and Interest...................25
   Section 5.02  Maintenance of Office or Agency..............................25
   Section 5.03  SEC Reports..................................................25
   Section 5.04  Limitation On Debt...........................................26
   Section 5.05  Limitation on Debt and Preferred Stock of Subsidiaries
                 of Goss......................................................27
   Section 5.06  Limitation On Restricted Payments............................28
   Section 5.07  Limitation On Restrictions On Distributions from
                  Subsidiaries................................................31
   Section 5.08  Limitation On Sales of Assets and Subsidiary Stock...........32
   Section 5.09  Limitation On Affiliate Transactions.........................33
   Section 5.10  Compliance Certificates......................................34
   Section 5.11  Further Instruments and Acts.................................35

                                   ARTICLE VI

                                   SUCCESSORS

   Section 6.01  When the Company May Merge or Transfer Assets................35
   Section 6.02  Successor Company Substituted................................36

                                   ARTICLE VII

                              DEFAULTS AND REMEDIES

   Section 7.01  Events of Default............................................36
   Section 7.02  Acceleration.................................................37
   Section 7.03  Other Remedies...............................................38
   Section 7.04  Waiver of Past Defaults......................................38
   Section 7.05  Control by Majority..........................................38
   Section 7.06  Limitation On Suits..........................................39
   Section 7.07  Unconditional Right of Holders to Receive Payment............39
   Section 7.08  Collection Suit by Trustee...................................39
   Section 7.09  Trustee May File Proofs of Claim.............................39
   Section 7.10  Priorities...................................................40
   Section 7.11  Undertaking for Costs........................................40
   Section 7.12  Waiver of Stay, Extension and Usury Laws.....................40

                                      iii
<PAGE>

                                  ARTICLE VIII

                                     TRUSTEE

   Section 8.01  Duties of Trustee............................................41
   Section 8.02  Rights of Trustee............................................42
   Section 8.03  Individual Rights of Trustee.................................43
   Section 8.04  Trustee's Disclaimer.........................................43
   Section 8.05  Notice of Default............................................43
   Section 8.06  Reports by Trustee to Holders................................43
   Section 8.07  Compensation and Indemnity...................................44
   Section 8.08  Replacement of Trustee.......................................44
   Section 8.09  Successor Trustee by Merger, Etc.............................45
   Section 8.10  Eligibility: Disqualification................................46
   Section 8.11  Preferential Collection of Claims Against the Company........46
   Section 8.12  May Hold Securities..........................................46

                                   ARTICLE IX

                       DISCHARGE OF INDENTURE; DEFEASANCE

   Section 9.01  Discharge of Liability on Notes; Defeasance..................46
   Section 9.02  Conditions to Defeasance.....................................47
   Section 9.03  Application of Trust Money...................................49
   Section 9.04  Repayment to the Company.....................................49
   Section 9.05  Indemnity for Government Obligations.........................49
   Section 9.06  Reinstatement................................................49

                                    ARTICLE X

                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 10.01 Without Consent of Holders...................................49
   Section 10.02 With Consent of Holders......................................50
   Section 10.03 Compliance with Trust Indenture Act..........................52
   Section 10.04 Revocation and Effect of Consents and Waivers................52
   Section 10.05 Notation On or Exchange of Notes.............................52
   Section 10.06 Trustee to Sign Amendments, Etc..............................52
   Section 10.07 Payment for Consents.........................................52

                                   ARTICLE XI

                             SUBORDINATION OF NOTES

                                       iv
<PAGE>

   Section 11.01 Agreement to Subordinate.....................................53
   Section 11.02 Payment Over of Proceeds Upon Dissolution; Etc...............53
   Section 11.03 No Payment When Senior Debt in Default.......................54
   Section 11.04 Acceleration of Payment of Notes.............................55
   Section 11.05 Payment Permitted If No Default..............................55
   Section 11.06 Subrogation to Rights of Holders of Senior Debt..............55
   Section 11.07 Provisions Solely to Define Relative Rights..................56
   Section 11.08 Trustee to Effectuate Subordination..........................56
   Section 11.09 No Waiver of Subordination Provisions........................56
   Section 11.10 Notice to Trustee............................................57
   Section 11.11 Reliance on Judicial Order or Certificate of Liquidating Age.57
   Section 11.12 Trustee Not Fiduciary for Holders of Senior Debt.............58
   Section 11.13 Rights of Trustee as holder of Senior Debt; Preservation of
                 Trustee's Rights.............................................58
   Section 11.14 Article XI Applicable to Paying Agents.......................58
   Section 11.15 Trust Moneys Not Subordinated................................58
   Section 11.16 Reliance by holders of Senior Debt on Subordination
                 Provisions...................................................58
   Section 11.17 Distribution or Notice to Representative.....................59
   Section 11.18 Article XI Not To Prevent Events of Default or Limit Right
                 To Accelerate................................................59

                                   ARTICLE XII

                                  MISCELLANEOUS

   Section 12.01 Trust Indenture Act Controls.................................59
   Section 12.02 Notices......................................................59
   Section 12.03 Communication by Holders with Other Holders..................60
   Section 12.04 Certificate and Opinion as to Conditions Precedent...........60
   Section 12.05 Statements Required in Certificate or Opinion................60
   Section 12.06 Rules by Trustee and Agents..................................61
   Section 12.07 No Personal Liability of Directors, Officers, Employees,
                 Incorporators and Stockholders...............................61
   Section 12.08 Governing Law................................................61
   Section 12.09 No Adverse Interpretation of Other Agreements................61
   Section 12.10 Successors...................................................61
   Section 12.11 Severabilily.................................................62
   Section 12.12 Counterpart Originals........................................62
   Section 12.13 Table of Contents, Headings, Etc.............................62
</TABLE>

EXHIBIT A  --  Form of Note; Form of Trustee's Certificate of Authentication

                                       v
<PAGE>

     INDENTURE, dated as of November 19, 1999, between Goss Holdings, Inc. ("the
Company"), a corporation duly organized and existing under the laws of the State
of Delaware, and HSBC Bank USA, a New York banking corporation, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the original issuance of up to $112,500,000 aggregate
principal amount of the Company's 12 1/4% Senior Subordinated Notes Due 2005
(together with the additional such Notes issued in lieu of the payment of cash
interest as provided herein, the "Notes") issuable as provided in this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company has done
all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

                          DEFINITIONS AND INCORPORATION

                                  BY REFERENCE

Section 1.01 Definitions.

     "Additional Assets" means (i) any property or assets (other than Debt and
Capital Stock) used or useful in a Related Business; (ii) the Capital Stock of a
Person that becomes a Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Subsidiary or (iii) Capital Stock constituting a
minority interest in any Person that at such time is a Subsidiary; provided,
however, that any such Subsidiary described in clause (ii) or (iii) above is
primarily engaged in a Related Business.

     "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 Persons means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the provisions described in Sections 5.06, 5.08 and 5.09 only,
"Affiliate" shall also mean any beneficial owner of Capital Stock representing
10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Capital Stock
(whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof.
Notwithstanding the foregoing, none of the Banks shall be deemed to be an
Affiliate of the Company and its Subsidiaries solely

<PAGE>

as a result of the security interests held by the Banks in the Capital Stock of
the Company's Subsidiaries pursuant to the Credit Agreement.

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

     "Asset Disposition" means any sale, transfer or other disposition (or
series of related sales, transfers or dispositions) by the Company or any
Subsidiary, including any disposition by means of a merger, consolidation or
similar transaction (each referred to for the purposes of this definition as a
"disposition"), of (i) any shares of Capital Stock of a Subsidiary (other than
directors' qualifying shares or shares required by applicable law to be held by
a Person other than the Company or a Subsidiary), (ii) all or substantially all
the assets of any division or line of business of the Company or any Subsidiary
or (iii) any other assets of the Company or any Subsidiary outside of the
ordinary course of business of the Company or such Subsidiary (other than, in
the case of (i), (ii) and (iii) above, (v) any disposition, or related series of
dispositions, of assets with an aggregate fair market value of $1 million or
less for each such disposition or related series of dispositions, (w)
dispositions permitted under Article VI, (x) a disposition by a Subsidiary to
the Company or a Subsidiary to a Wholly Owned Subsidiary, (y) sales of Customer
Notes to third parties and (z) for purposes of the covenant described in Section
5.08 only, a disposition that constitutes a Restricted Payment permitted by the
covenant described under Section 5.06.

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

     "Banks" means the lenders under the Credit Facility.

     "Bankruptcy Law" means the U.S. Bankruptcy Code, 11 U.S.C. ss. 101, et.
seq., or any similar federal or state law for the relief of debtors.

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

     "Business Day" means each day which is not a Legal Holiday.

     "Capital Lease Obligations" of any Person means an obligation that is
required to be classified and accounted for as a capital lease on the face of
the balance sheet of such Person prepared in accordance with GAAP, and the
amount of Debt 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 upon which such lease may be terminated
by the lessee without payment of a penalty.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in such Person


                                       2
<PAGE>

(however designated) or the equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible or exchangeable into such
equity.

     "Cash Equivalents" means (i) obligations issued or unconditionally
guaranteed by the United States of America or any agency thereof, or obligations
issued by any agency or instrumentality thereof and backed by the full faith and
credit of the United States of America, (ii) commercial paper rated the highest
grade by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group and
maturing not more than one year from the date of creation thereof, (iii) time
deposits with, and certificates of deposit and banker's acceptances issued by,
any bank having capital surplus and undivided profits aggregating at least $500
million and maturing not more than one year from the date of creation thereof,
(iv) repurchase agreements that are secured by a perfected security interest in
an obligation described in clause (i) and are with any bank described in clause
(iii), (v) shares of any money market mutual fund that (a) has at least 95% of
its assets invested continuously in the types of investments referred to in
clauses (i) and (ii) above, (b) has net assets of not less than $500 million,
and (c) has the highest rating obtainable from either Standard & Poor's Ratings
Group or Moody's Investors Service, Inc. and (vi) 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 Investors Service, Inc. or Standard & Poor's Ratings Group.

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

     "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters ending at least 45 days prior to the date of
such determination to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided, however, that (1) if the Company or any Subsidiary has
Incurred any Debt since the beginning of such period that remains outstanding
(other than revolving credit Debt Incurred under the Credit Facility with
respect to which the related commitment remains outstanding) or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio
is an Incurrence of Debt, or both, EBITDA and Consolidated Interest Expense for
such period shall be calculated after giving effect on a pro forma basis to such
Debt as if such Debt had been Incurred on the first day of such period and the
discharge of any other Debt repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Debt as if such discharge had occurred
on the first day of such period, (2) if since the beginning of such period any
Debt of the Company or any Subsidiary has been repaid, repurchased, defeased or
otherwise discharged or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio will include any such repayment, repurchase,
defeasement or discharge not otherwise covered in clause (1) above, or both (in
either case other than revolving credit Debt Incurred pursuant to the Credit
Facility or any similar arrangement unless such revolving credit Debt has been
permanently repaid and has not been replaced), Consolidated Interest Expense for
such period shall be calculated, after giving effect thereto on a pro forma
basis, as if such Debt had been repaid, repurchased, defeased or otherwise
discharged on the first day of such period, (3) if since the beginning of such
period the Company or any Subsidiary shall have made any Asset Disposition, the
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period, or increased by an amount equal to the EBITDA
(if negative), directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest


                                       3
<PAGE>

Expense directly attributable to any Debt of the Company or any Subsidiary
repaid, repurchased, defeased or otherwise discharged with respect to the
Company and its continuing Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the
Debt of such Subsidiary to the extent the Company and its continuing
Subsidiaries are no longer liable for such Debt after such sale), (4) if since
the beginning of such period the Company or any Subsidiary (by merger or
otherwise) shall have made an Investment in any Subsidiary (or any Person which
becomes a Subsidiary) or an acquisition of assets, including any acquisition of
assets occurring in connection with a transaction requiring a calculation to be
made hereunder, which constitutes all or substantially all of an operating unit
of a business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the Incurrence of
any Debt) as if such Investment or acquisition occurred on the first day of such
period and (5) if since the beginning of such period any Person (that
subsequently became a Subsidiary or was merged with or into the Company or any
Subsidiary since the beginning of such period) shall have made any Asset
Disposition, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (3) or (4) above if made by the Company or a
Subsidiary during such period, EBITDA 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 Debt
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 Debt bears a floating rate of interest and is being given pro forma
effect, the interest of such Debt 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 Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months).

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Subsidiaries, plus, to the extent
not included in such total interest expense, and to the extent incurred by the
Company or its Subsidiaries, (i) interest expense attributable to Capital Lease
Obligations, (ii) amortization of debt discount, (iii) capitalized interest,
(iv) non-cash interest expenses, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs associated with Interest Rate Agreements (including
amortization of fees), (vii) Preferred Stock dividends in respect of all
Preferred Stock (except dividends payable solely in shares of Capital Stock of
the Company (other than Disqualified Stock of the Company)) held by Persons
other than the Company or a Wholly Owned Subsidiary, (viii) interest incurred in
connection with Investments in discontinued operations, (ix) interest accruing
on any Debt of any other Person to the extent such Debt is Guaranteed by the
Company or any Subsidiary and (x) 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 Debt Incurred by such plan or trust; provided,
however, that there shall not be included in such Consolidated Interest Expense
any amount of Interest Expense of any Subsidiary if the net income of such
Subsidiary is excluded in the calculation of Consolidated Net Income (but only
in the same proportion as such net income is excluded) because the declaration
or payment of dividends or similar distributions by such Subsidiary of


                                       4
<PAGE>

such net income is not at the time permitted by the operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to such Subsidiary.

     "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income: (i) any net income of any
Person if such Person is not a Subsidiary, except that (A) subject to the
exclusion contained in clause (iv) below, the Company's equity in the net income
of any such Person for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash actually distributed by such Person
during such period to the Company or a Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to a
Subsidiary, to the limitations contained in clause (iii) below) and (B) the
Company's equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income to the extent of any cash
actually contributed by the Company or a Subsidiary to such Person during such
Period; (ii) any net income (or loss) of any Person acquired by the Company or a
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition; (iii) any net income of any Subsidiary if such
Subsidiary is subject to restrictions, directly or indirectly, on the payment of
dividends or the making of distributions by such Subsidiary, directly or
indirectly, to the Company, except that (A) subject to the exclusion contained
in clause (iv) below, the Company's equity in the net income of any such
Subsidiary for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash actually distributed by such Subsidiary during
such period to the Company or another Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to
another Subsidiary, to the limitation contained in this clause) and (B) the
Company's equity in a net loss of any such Subsidiary for such period shall be
included in determining such Consolidated Net Income to the extent of any cash
actually contributed by the Company or a Subsidiary to such Person during such
Period; (iv) any gain or loss net of tax realized upon the sale or other
disposition of any assets of the Company or its consolidated Subsidiaries
(including pursuant to any sale-and-leaseback arrangement) which is not sold or
otherwise disposed of in the ordinary course of business and any gain or loss
net of tax realized upon the sale or other disposition of any Capital Stock of
any Person; (v) extraordinary gains or losses net of tax; and (vi) the
cumulative effect of a change in accounting principles, net of tax.
Notwithstanding the foregoing, for the purposes of Section 5.06 only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from a 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 Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending at least 45 days prior to the taking of any
action for the purpose of which the determination is being made, as (i) the 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.


                                       5
<PAGE>

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 or such other address as to which the Trustee
may give notice to the Company.

     "Credit Facility" means the credit facility consisting of the Tranche A,
Tranche B and term facilities made pursuant to that certain Second Amended and
Restated Credit Agreement, dated as of November 19, 1999, among Goss, certain
Subsidiaries of Goss, Bankers Trust Company as administrative agent, Lehman
Brothers as documentation agent, the co-agents named therein and the lenders
named therein, including (i) any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time, in whole or in part, and (ii) any credit agreements, notes,
guarantees, collateral documents, instruments and agreements executed in
connection with any such amendment, modification, renewal, refunding,
replacement or refinancing and any credit facilities or agreements that replace,
refund or refinance any part of the loans, credit facilities or commitments
thereunder (subject to Sections 5.04 and 5.05), including such replacement,
refunding or refinancing facility that increased the amount borrowable
thereunder, alters the maturity date thereof or alters the allocation of term
loans and revolving loans.

     "Credit Facility Guaranty" means the Second Amended and Restated Guaranty
dated as of November 19, 1999 between the Company and Bankers Trust Company, as
agent and the Guaranty dated as of November 19, 1999 between the Company and
Bankers Trust Company as agent for the Banks including (i) any guarantees and
instruments executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, and (ii) any guarantees and instruments executed in connection with
any such amendment, modification, renewal, refunding, replacement or refinancing

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

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

     "Customer Notes" means notes receivable, on terms consistent with the past
practices of the Company and its Subsidiaries and with prevailing industry
practices, issued in connection with customer financing provided to purchasers
of the Company's and its Subsidiaries' products and secured by a valid and
enforceable first priority Lien on the products being purchased.

     "Customer Notes Guarantees" means Guarantees by the Company and its
Subsidiaries, on terms consistent with the past practices of the Company and its
Subsidiaries and with prevailing industry practices, of all or a portion of
Customer Notes issued by the Company or its Subsidiaries and sold to third
parties, or of all or a portion of customer notes or other financing provided by
third parties to purchasers of the Company's and its Subsidiaries' products;
provided, however, that "Customer Notes Guarantees" shall not include the
provision of letters of credit in respect of financing provided by a third party
to purchasers of the Company's and its Subsidiaries' products to the extent such
letters of credit are Incurred under the Revolving Credit Facility.


                                       6
<PAGE>

     "Debt" of any Person means, without duplication, (i) the principal of and
premium (if any) in respect of (A) debt of such Person for money borrowed and
(B) debt evidenced by notes, debentures, bonds or other similar instruments for
the payment of which such Person is responsible or liable; (ii) all Capital
Lease Obligations of such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under any title
retention agreement (but excluding (x) trade accounts payable and other current
trade liabilities arising in the ordinary course of business and payable in
accordance with customary practices and (y) deferred purchase price obligations
where payment is due within six months of delivery); (iv) all obligations of
such Person for the reimbursement of any obligor on any letter of credit,
banker's acceptance, or other similar credit transaction (other than obligations
with respect to letters of credit and related Hedging Obligations securing
obligations (other than obligations described in (i) through (iii) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit); (v) 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 Subsidiary of such Person, any Preferred Stock (but
excluding, in each case, any accrued dividends); (vi) all Hedging Obligations of
such Person (other than Hedging Obligations excluded pursuant to clause (iv)
above); (vii) all obligations of the type referred to in clauses (i) through (v)
of other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee; and (viii)
all obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any Lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person), the amount of such obligation
being deemed to be the lesser of the value of such property or assets or the
amount of the obligation so secured. The amount of Debt of any Person at any
date shall be the outstanding balance of all obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
the amount outstanding at any time of any Debt Incurred with original issue
discount is the face amount of such Debt less the remaining unamortized portion
of the original issue discount of such Debt at such time as determined in
conformity with GAAP.

     "Deemed Asset Value" means 75% of the fair market value of assets (other
than cash) received by the Company from the issuance or sale of its Capital
Stock or as a capital contribution, in either case as determined in good faith
by the Board of Directors; provided, however, that such determination shall be
confirmed by a nationally recognized investment banking firm or appraisal firm
in the event that the value determined by the Board of Directors exceeds $10
million.

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

     "Disqualified Stock" means, with respect to any Person, 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 (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Debt or Disqualified Stock or (iii) is
redeemable at the option of the Holder thereof, in whole or in part,


                                       7
<PAGE>

in each case on or prior to the first anniversary of the Stated Maturity of the
Notes; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving Holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions described under Section 5.08 and Article IV.

     "EBITDA" for any period means the sum of Consolidated Net Income, plus
Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of the
Company, (b) depreciation expense, (c) amortization expense and (d) all other
non-cash items reducing Consolidated Net Income (other than any non-cash item to
the extent it represents an accrual of, or a reserve for, cash disbursements for
any subsequent period prior to the Stated Maturity of the Notes) and less, to
the extent added in calculating Consolidated Net Income, non-cash items (other
than any non-cash item to the extent it represents an accrual for cash receipts
reasonably expected to be received within 12 months after the date of such
accrual), in each case for such period. Notwithstanding the foregoing, the
provision for taxes based on the income or profits of, and the depreciation and
amortization of, a Subsidiary of the Company shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that
the net income of such Subsidiary was included in calculating Consolidated Net
Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary without prior
approval other than for the board of directors of such Subsidiary (that has not
been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Subsidiary or its stockholders.

     "Enterprise Valuation" means the aggregate Fair Market Value of the Company
or Goss as of the date of the occurrence of an Enterprise Valuation Event.

     "Enterprise Valuation Event" means any Change of Control consisting of or
resulting from one or more transactions wherein the aggregate consideration
therefor has a value in excess of $600,000,000 or which fairly reflects an
Enterprise Valuation for the Company and its Subsidiaries in excess of
$600,000,000.

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

     "Fair Market Value" means with respect to an asset or a business, the price
at which such asset or business would change hands between a willing buyer and
willing seller, neither being under compulsion to buy or sell and both having
reasonable knowledge of all relevant facts as of the applicable valuation date.

     "Foreign Subsidiary" means a subsidiary that is organized under the laws of
any country other than the U.S. and substantially all the assets of which are
located outside of the U.S.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Issue Date, including those set forth (i) in
the opinions and


                                       8
<PAGE>

pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board, (iii) in such other statements by such
other entity as approved by a significant segment of the accounting profession,
and (iv) the rules and regulations of the SEC governing the inclusion of
financial statements (including pro forma financial statements) in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC.

     "Goss" means Goss Graphic Systems, Inc., a Delaware corporation or any
successor thereof.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt or other obligation of any 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 Debt or other obligation of such 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 Debt or other obligation 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 shall have a corresponding
meaning. The term "Guarantor" shall mean any Person guaranteeing any obligation.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.

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

     "Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Debt or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. The term "Incurrence" when used as a noun
shall have a correlative meaning. The accretion of principal of a non-interest
bearing or other discount security shall be deemed to be the Incurrence of Debt.

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

     "Interest Rate Agreement" means any interest rate swap agreement, interest
rate cap agreement or other financial agreement or arrangement designed to
protect the Company or any Subsidiary against fluctuations in interest rates.

     "Investment" in any Person means any loan or advance (other than advances
to customers in the ordinary course of business on commercially reasonable terms
that are recorded as accounts receivable on the balance sheet of such Person)
to, any acquisition of Capital Stock, equity interest, obligation or other
security of, or capital contribution or other investment in, or any other credit
extension to (including by way of Guarantee of any Debt of), such Person.

     "Issue Date" means the date on which the Plan has been declared effective.


                                       9
<PAGE>

     "Joint Venture Contract" means that certain Joint Venture Contract, dated
October 29, 1993, between Rockwell Graphic Systems, Inc. and Shanghai Printing &
Packaging Machinery Corp., as in effect on October 15, 1996.

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

     "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).

     "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 Debt or other obligations relating to such
properties or assets that are the subject of such Asset Disposition or received
in any other noncash form) therefrom, in each case net of (i) all legal, title
and recording expenses, commissions and other fees and expenses incurred, and
all Federal, state, provincial, foreign and local taxes required to be accrued
as a liability under GAAP, as a consequence of such Asset Disposition; (ii) all
payments made on any Debt which is secured by any assets subject to such Asset
Disposition, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or which must by its terms,
or in order to obtain a necessary consent to such Asset Disposition, or by
applicable law be repaid out of the proceeds from such Asset Disposition; (iii)
all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Disposition;
and (iv) the deduction of appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
property or other assets disposed in such Asset Disposition and retained by the
Company or any Subsidiary after such Asset Disposition.

     "Net Cash Proceeds" means with respect to any issuance or sale of Capital
Stock, the cash proceeds (including cash equivalents) 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 thereof.

     "Note Register" means the register of the Notes and the transfer and
exchange of the Notes as provided in Section 2.03 of this Indenture.

     "Notes" has the meaning set forth in the first recital.

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


                                       10
<PAGE>

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, principal financial officer, treasurer or principal accounting officer
of the Company.

     "Opinion of Counsel" means a written opinion from legal counsel, who may be
an employee of or counsel to the Company.

     "Permitted Holders" means Stonington and its Affiliates.

     "Permitted Investment" means (A) an Investment by the Company or any
Subsidiary in (i) the Company or a Wholly Owned Subsidiary or a Person that
will, upon the making of such Investment, become a Wholly Owned Subsidiary; (ii)
another Person if as a result of, and contemporaneously with, such Investment
such other Person 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; (iii) Temporary Cash Investments; (iv) receivables owing to the
Company or any Subsidiary if 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, that are made in the ordinary course of business; (vi) loans or
advances to employees, officers or directors made in the ordinary course of
business consistent with past practices of the Company or a Subsidiary and that
do not in the aggregate exceed $ 4 million at any time; (vii) stock, obligations
or securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Subsidiary or in satisfaction of
judgments; and (viii) any Person to the extent such Investment represents the
non-cash portion of the consideration received for an Asset Disposition as
permitted pursuant to the covenant described under Section 5.08, (B) any
Investment by the Company in the Permitted Joint Venture at the times and in the
amounts and manner required by the Joint Venture Contract and (C) Customer Notes
issued following the Issue Date by the Company and its Subsidiaries; provided
that the amount of Investments made pursuant to Customer Notes following the
Issue Date, in the aggregate, at any one time outstanding may not exceed $30
million less the amount of Customer Notes Guarantees Incurred following the
Issue Date then outstanding pursuant to Section 5.04(b)(4) and 5.05(i).

     "Permitted Joint Venture" means Shanghai Rockwell Graphic Systems Co.,
Ltd., a joint venture formed by the Company and Shanghai Printing & Packaging
Machinery Corp. pursuant to the Joint Venture Contract.

     "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 thereof or any
other entity.

     "Plan" means the Joint Plan of Reorganization of Goss Graphic Systems, Inc.
("Systems"), Goss Holdings, Inc. and Goss Realty, L.L.C. ("Realty") under
Chapter 11 of the United States Bankruptcy Code filed with the United States
Bankruptcy Court for the District of Delaware and confirmed by such court on
October 21, 1999 with respect to the Company and Systems and November 4, 1999
with respect to Realty, as the same may be amended, modified or supplemented
from time to time in accordance with the terms thereof.


                                       11
<PAGE>

     "Preferred Stock" means, as applied to the Capital Stock of any
corporation, 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.

     "Principal" of a Note means the principal of the Note plus the premium, if
any, payable on the Note which is due or overdue or is to become due at the
relevant time.

     "Public Equity Offering" means a primary public offering of any class of
common stock of the Company or Goss pursuant to an effective registration
statement under the Securities Act.

     "Public Market" means any time after (x) a Public Equity Offering has been
consummated, and (y) at least 15% of the total issued and outstanding common
stock of the Company or Goss, as the case may be, has been distributed by means
of an effective registration statement under the Securities Act or sales
pursuant to Rule 144 under the Securities Act.

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

     "Refinancing Debt" means Debt that Refinances any Debt of the Company or
any Subsidiary existing on the Issue Date or Incurred in compliance with this
Indenture, including Debt that Refinances Refinancing Debt; provided, however,
that (i) such Refinancing Debt has a Stated Maturity no earlier than the Stated
Maturity of the Debt being Refinanced; (ii) such Refinancing Debt has an Average
Life at the time such Refinancing Debt is Incurred that is equal to or greater
than the Average Life of the Debt being Refinanced; (iii) such Refinancing Debt
has an aggregate principal amount (or if Incurred with original issue discount,
an aggregate issue price) that is equal to or less than the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding or committed (plus fees and expenses, including any
premium and defeasance costs) under the Debt being Refinanced; and (iv) with
respect to any Refinancing Debt of Debt other than Senior Debt, such Refinancing
Debt shall rank no more senior, and shall be at least as subordinated, in right
of payment to the Notes as the Debt being so extended, renewed, refunded or
refinanced; provided, further, however, that Refinancing Debt shall not include
Debt of a Subsidiary that Refinances Debt of the Company.

     "Related Business" means the business of the Company and its Subsidiaries
on the Issue Date and any business related, ancillary or complementary to the
businesses of the Company and its Subsidiaries on the Issue Date.

     "Representative" means any trustee, agent or representative (if any) for an
issue of Senior Debt of the Company.

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

     "Restricted Payment" with respect to any Person means (i) the declaration
or payment of any dividends or any other distributions of any sort in respect of
its Capital Stock


                                       12
<PAGE>

(including any payment in connection with any merger or consolidation involving
such Person) or similar payment to the direct or indirect holders of its Capital
Stock (other than (x) dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock) or rights to acquire its Capital Stock
(other than Disqualified Stock), (y) dividends or distributions payable solely
to the Company or a Subsidiary, and (z) pro rata dividends or other
distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to
minority stockholders (or owners of an equivalent interest in the case of a
Subsidiary that is an entity other than a corporation)), (ii) the purchase,
redemption or other acquisition or retirement for value of any Capital Stock of
the Company held by any Person or of any Capital Stock of a Subsidiary held by
any Affiliate of the Company (other than a Subsidiary), including the exercise
of any option to exchange any Capital Stock (other than into Capital Stock of
the Company that is not Disqualified Stock), (iii) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment of any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition) or (iv) the making of any
Investment in any Person (other than a Permitted Investment).

     "SEC" means the Securities and Exchange Commission.

     "Secured Debt" means any Debt of the Company or a Subsidiary secured by a
Lien.

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

     "Senior Debt" means (i) Debt of the Company whether outstanding on the
Issue Date or thereafter incurred (including, without limitation, Debt (and
other obligations including for fees, expenses, reimbursements, indemnities or
otherwise) Incurred pursuant to the Credit Facility Guaranty, any Interest Rate
Agreement or Currency Agreement entered into with a Bank in connection with the
Credit Facility and any other Guarantee by the Company of any Debt or monetary
obligation of any of its Subsidiaries under the Credit Facility or any such
Interest Rate Agreement or Currency Agreement) and (ii) accrued and unpaid
interest thereon (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company or a
Subsidiary at the rate otherwise applicable thereto whether or not post-filing
interest is allowed in such proceeding).

     "Senior Subordinated Debt" means the Notes and any other Debt of the
Company that specifically provides that such Debt is to rank pari passu with the
Notes in right of payment and is not subordinated by its terms in right of
payment to any Debt or other obligation of the Company which is not Senior Debt.

     "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of the Company as such term is defined in Rule 1-02 of Regulation
S-X, promulgated by the SEC.

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


                                       13
<PAGE>

providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency unless such contingency has
occurred).

     "Stonington" means Stonington Partners, Inc.

     "Subordinated Obligation" means any Debt of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which by its written terms
is subordinate or junior in right of payment to the Notes.

     "Subsidiary" means, in respect of any Person, 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.

     "Tangible Property" means all land, buildings, machinery and equipment and
leasehold interests and improvements which would be reflected on a balance sheet
of the Company prepared in accordance with generally accepted accounting
principles, excluding (i) all rights, contracts and other intangible assets of
any nature whatsoever; and (ii) all inventories and other current assets.

     "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 270 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, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50,000,000 (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor, (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, any
jurisdiction thereof or any foreign country recognized by the United States of
America with a rating at the time as of which any investment therein is made of
"P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Group, and (v) investments in
securities with maturities of nine 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 Standard & Poor's Ratings Group or "A" by Moody's
Investors Service, Inc.

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


                                       14
<PAGE>

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

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

     "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

     "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of which
(other than directors' qualifying shares and shares held by other Persons to the
extent such shares are required by applicable law to be held by a Person other
than the Company or a Subsidiary) is owned by the Company or one or more Wholly
Owned Subsidiaries.

Section 1.02 Other Definitions.

               Term                                              Defined in
                                                                 Article/Section

               "Affiliate Transaction".................             Section 5.09
               "Blockage Notice".......................            Section 11.03
               "Change of Control".....................               Article IV
               "covenant defeasance"...................             Section 9.01
               "Default Amount"........................             Section 7.02
               "Excess Proceeds Offer".................             Section 5.08
               "Excess Proceeds Payment"...............             Section 5.08
               "Event of Default"......................             Section 7.01
               "Final Payment Default".................             Section 7.01
               "legal defeasance"......................             Section 9.01
               "Non-payment Default"...................             Section 7.01
               "Notes Payment".........................            Section 11.02
               "Paying Agent"..........................             Section 2.03
               "parent corporation"....................               Article IV
               "Payment Blockage Period"...............            Section 11.03
               "Proceeding"............................            Section 11.02
               "Registrar".............................             Section 2.03
               "specified corporation".................               Article IV
               "Successor Company".....................             Section 6.01


                                       15
<PAGE>

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:

     (i)  "indenture securities" means the Notes;

     (ii) "indenture security holder" means a Holder or Noteholder;

     (iii) "indenture to be qualified" means this Indenture;

     (iv) "indenture trustee" or "institutional trustee" means the Trustee;

     (v)  "obligor" upon the Notes means each of the Company and any successor
          obligor upon the Notes.

     All other terms used in this Indenture that are (i) defined by the TIA;
(ii) defined by TIA reference to another statute; or (iii) defined by SEC rule
under the TIA have the meanings so assigned to them.

Section 1.04   Rules of Construction.

     Unless the context otherwise requires:

     (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;

     (iii) the word "or" shall not be deemed to be 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 II

                                    THE NOTES

Section 2.01 Form and Dating.

     The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The Notes may have such
notations, legends or endorsements approved as to form by the Company and
required, as applicable, by law, stock exchange rule, agreements to which the
Company is subject and/or usage. Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in denominations of $1.00 and
integral multiples thereof.


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<PAGE>

Section 2.02 Execution and Authentication.

     Two Officers of the Company shall sign the Notes for the Company by manual
or facsimile signature. The Company's seal shall be reproduced on the Notes.

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

     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 a
Note has been authenticated in accordance with the terms of this Indenture.

     The Trustee, upon a written order of the Company signed by two Officers of
the Company, shall authenticate the Notes for original issue up to an aggregate
principal amount stated in paragraph 4 of the Notes. The aggregate principal
amount of Notes outstanding at any time shall not exceed the amount set forth
therein except as provided in Section 2.07.

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

     The Trustee shall have the right to decline to authenticate and deliver any
Notes under this Section 2.02 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders for which the Trustee is not indemnified.

Section 2.03 Registrar and Paying Agent.

     The Company shall maintain (i) an office or agency where the Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar"); and (ii) an office or agency where the Notes may
be presented for payment ("Paying Agent"). The Registrar shall keep a register
of the Holders and of the transfer and exchange of the Notes (the "Note
Register"). The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" shall include any such
additional paying agent. The Company may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder. The Company shall notify the
Trustee and the Trustee shall notify the Holders of the name and address of any
Agent not a party to this Indenture. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries 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. Any such agency agreement shall implement the provisions of this
Indenture that relate to 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, as appropriate, and shall be entitled to appropriate
compensation in accordance with Section 8.07.

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


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<PAGE>

Section 2.04 Paying Agent to Hold Money In Trust.

     On or prior to each due date of the principal of, premium, if any, and
interest on any Note, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal, premium, if any, and interest when so becoming
due. The Company 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 Holders or 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 in making any such payment. While any such
Default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or its domestically incorporated Wholly
Owned Subsidiaries) shall have no further liability for the money delivered to
the Trustee. If the Company or its domestically incorporated Wholly Owned
Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent.

Section 2.05 Lists of Holders.

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

Section 2.06 Transfer and Exchange.

     Notes shall be issued in registered form. When Notes are presented to the
Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Notes of other denominations, the Registrar shall
register the transfer or make the exchange; provided, however, 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 Holder
thereof or by his attorney duly authorized in writing. To permit registrations
of transfer and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's request.

     Neither the Company nor the Registrar shall be required to (i) issue,
register the transfer of or 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; (ii) 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) register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before an interest payment date and ending at the close of
business on the interest payment date.

     No service charge shall be made to any Holder of a Note for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith.


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<PAGE>

     Prior to due presentment to the Trustee for registration of the transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is registered in the Note Register as the absolute owner
of such Note for the purpose of receiving payment of principal of, premium, if
any, and interest on such Note and for all other purposes whatsoever, whether or
not such Note is overdue, and none of the Trustee, any Agent nor the Company
shall be affected by any notice to the contrary.

Section 2.07 Replacement Notes.

     If any mutilated Note is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Company's and the Trustee's reasonable requirements for
the replacements of Notes are met. If required by the Trustee or the Company, an
indemnity bond shall be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, 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 the Holder for their
expenses in replacing a Note.

     Every replacement Note shall be an obligation of the Company.

Section 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee, except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding. A Note
does not cease to be outstanding because the Company, a Subsidiary of the
Company or an Affiliate of the Company holds such Note.

     If a Note is replaced pursuant to Section 2.07, it shall cease to be
outstanding unless the Trustee receives proof satisfactory to it that such
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

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

Section 2.09 Temporary Notes.

     Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have such variations as
the Company and the Trustee consider appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes. Until such exchange, temporary
Notes shall be entitled to the same rights, benefits and privileges as
definitive Notes.


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<PAGE>

Section 2.10 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation, and shall dispose of
such cancelled Notes in accordance with its customary procedures, unless the
Company directs cancelled Notes to be returned to it. The Company may not issue
new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation.

Section 2.11 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, the Company
shall pay such defaulted interest in any lawful manner and shall pay interest on
defaulted installments of interest at the rate borne by the Notes to the extent
lawful. The Company may pay such defaulted interest to the Persons who are
Holders of the Notes 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. The
Company shall fix or cause to be fixed any such special record date and payment
date, and, at least 15 days prior to the special record date, the Company shall
mail or cause to be mailed to each Holder of a Note a notice that states such
special record date, such related payment date and the amount of any such
defaulted interest to be paid to Holders of the Notes.

Section 2.12 CUSIP Number.

     The Company in issuing the Notes may use a "CUSIP" number, and, if the
Company shall do so, the Trustee shall use such CUSIP number in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in such notice or on the Notes and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company will notify the Trustee of any change in a CUSIP number.

                                  ARTICLE III

                                   REDEMPTION

Section 3.01 Notices to Trustee.

     If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes,
the Company shall notify the Trustee in writing of the redemption date, the
principal amount of Notes to be redeemed, the CUSIP number of such Notes and the
paragraph of the Notes pursuant to which the redemption will occur.

     The Company shall give each notice to the Trustee provided for in this
Section 3.01 at least 60 but not more than 90 days before the redemption date
unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all of the Notes are to be redeemed, the record date
relating to such


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<PAGE>

redemption shall be selected by the Company and given to the Trustee, which
record date shall not be less than 15 days after the date of notice to the
Trustee.

Section 3.02 Selection of Notes to be Redeemed.

     If fewer than all the Notes are to be redeemed, the Trustee shall select
the Notes to be redeemed by lot or by such other methods as the Trustee in its
sole discretion shall deem to be fair and appropriate and that comply with the
applicable legal and securities exchange requirements, if any. The Trustee shall
make the selection from outstanding Notes not previously called for redemption.
Notes and portions of Notes the Trustee selects shall be in amounts of $1.00 or
a whole multiple of $1.00. Provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption. The
Trustee shall notify the Company promptly of the Notes or portions of Notes to
be redeemed.

Section 3.03 Notice of Redemption.

     The Company shall, at least 30 days but not more than 60 days before a
redemption date, mail or cause to be mailed, by first class-mail, a notice of
redemption to each Holder of Notes of that are to be redeemed.

     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 upon cancellation of the
     original Note;

          (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;

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

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

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

     At the Company's request, at least five Business Days prior to the date
upon which such notice is to be mailed unless the Trustee consents to a shorter
period, the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense. In


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such event, the Company shall provide the Trustee with the information required
by this Section 3.03.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03, Notes
called for redemption shall become due and payable on the redemption date and at
the redemption price stated in such notice of redemption. Upon surrender to the
Paying Agent, such Notes shall be paid at the redemption price stated in such
notice of redemption, plus accrued interest to the redemption date. Failure to
give notice to a Holder or any defect in any notice shall not affect the
validity of any notice to any other Holder.

Section 3.05 Deposit of Redemption Price.

     On or prior to any redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of, and accrued interest on, all Notes to be redeemed
on that date other than Notes or portions of Notes called for redemption which
have been delivered by the Company to the Trustee for cancellation.

Section 3.06 Notes Redeemed in Part.

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

                                   ARTICLE IV

                CHANGE OF CONTROL AND ENTERPRISE VALUATION EVENT

Section 4.01 Change of Control and Enterprise Valuation Event.

     (a) Upon the occurrence, from time to time, of any of the following events
(each a "Change of Control"), each Holder shall have the right to require that
the Company repurchase such Holder's Notes at a purchase price in cash equal to,
in the case of an Enterprise Valuation Event, 107% or, in all other cases, 101%
of the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date):

          (i) prior to a Public Equity Offering, the Permitted Holders cease to
     be the "beneficial owner" (as defined in Rules l3d-3 and l3d-5 under the
     Exchange Act), directly or indirectly, of a majority in the aggregate of
     the total voting power of the Voting Stock of the Company or Goss, whether
     as a result of issuance of securities of the Company or Goss, any merger,
     consolidation, liquidation or dissolution of the Company or Goss, any
     direct or indirect transfer of securities or otherwise (for purposes of
     this clause (i) and clause (ii) below, the Permitted Holders shall be
     deemed to beneficially own any Voting Stock of a corporation


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<PAGE>

     (the "specified corporation") held by any other corporation (the "parent
     corporation") so long as the Permitted Holders beneficially own (as so
     defined), directly or indirectly, in the aggregate a majority of the voting
     power of the Voting Stock of the parent corporation);

          (ii) on or after a Public Equity Offering, (A) any "person" (as such
     term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
     one or more Permitted Holders, is or becomes the beneficial owner (as
     defined in clause (i) above, except that for purposes of this clause (ii)
     such person shall be deemed to have "beneficial ownership" of all shares
     that any such person has the right to acquire, whether such right is
     exercisable immediately or only after the passage of time), directly or
     indirectly, of more than 40% of the total voting power of the Voting Stock
     of the Company or Goss; provided, however, that the Permitted Holders
     beneficially own (as defined in clause (i) above), directly or indirectly,
     in the aggregate a lesser percentage of the total voting power of the
     Voting Stock of the Company or Goss than such other person and do not have
     the right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the Board of Directors (for the
     purposes of this clause (ii), such other person shall be deemed to
     beneficially own any voting stock of a specified corporation held by a
     parent corporation, if such other person is the beneficial owner (as
     defined in this clause (ii)), directly or indirectly, of more than 40% of
     the voting power of the Voting Stock of such parent corporation and the
     Permitted Holders beneficially own (as defined in clause (i) above),
     directly or indirectly, in the aggregate a lesser percentage of the voting
     power of the Voting Stock of such parent corporation and do not have the
     right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the board of directors of such parent
     corporation);

          (iii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company or Goss (together with any new directors whose election by such
     Board of Directors or whose nomination for election by the shareholders of
     the Company or Goss, as the case may be, was approved by a vote of not less
     than 66-2/3% of the directors of the Company or Goss, as the case may be,
     then still in office who were either directors at the beginning of such
     period or whose election or nomination for election was previously so
     approved) cease for any reason to constitute a majority of the Board of
     Directors then in office; or

          (iv) the merger or consolidation of the Company or Goss with or into
     another Person or the merger of another Person with or into the Company or
     Goss or the sale or transfer in one or a series of transactions of all or
     substantially all the assets of the Company or Goss to another Person, and,
     in the case only of any such merger or consolidation, the securities of the
     Company or Goss, as the case may be, that are outstanding immediately prior
     to such transaction and which represent 100% of the aggregate voting power
     of the Voting Stock of the Company or Goss are changed into or exchanged
     for cash, securities or property unless pursuant to such transaction such
     securities are changed into or exchanged


                                       23
<PAGE>

     for, in addition to any other consideration, securities of the surviving
     corporation that represent immediately after such transaction, at least, a
     majority of the aggregate voting power of the Voting Stock of the surviving
     corporation.

     (b) Notwithstanding the foregoing, if at the time of the occurrence of a
Change of Control the terms of the Credit Agreement restrict or prohibit the
repurchase of Notes pursuant to Section 4.01(a), then, prior to the mailing of
the notice to Holders provided for in Section 4.01(c) but in any event within 30
days following any such Change of Control, the Company shall (i) repay in full
all Debt under the Credit Agreement or offer to repay in full all such Debt and
repay the Debt of each Bank that has accepted such offer or (ii) obtain any
required consent or waiver under the Credit Agreement to permit the repurchase
of the Notes as provided for in Section 4.01(a).

     (c) Within 30 days following any Change of Control, the Company shall mail
a notice to each Holder with a copy to the Trustee stating: (1) that a Change of
Control has occurred and that such Holder has the right to require the Company
to purchase such Holder's Notes at a purchase price in cash equal to, in the
case of an Enterprise Valuation Event, 107% or, in all other cases, 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date); (2) the
circumstances and, to the extent available, 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); (3)
the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed); (4) the instructions, determined by
the Company consistent with the covenant described hereunder, that a Holder must
follow in order to have its Notes purchased and, in the case of a Change of
Control that is not treated by the Company as an Enterprise Valuation Event, (5)
a written report from a nationally recognized investment bank or financial
advisory firm addressed to the Trustee confirming such treatment and setting
forth such bank's or firm's analysis thereof in reasonable detail.

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

     (e) In the event that an Enterprise Valuation Event shall have occurred
within the period of 180 days following any optional redemption of Notes
pursuant to Section 5 of the Notes, the Company shall pay to each Holder whose
Notes were redeemed the difference between the optional redemption price
received by such Holder and the purchase price such Holder would have received
had redeemed Notes instead been purchased as provided in this Article IV, in
each case excluding any portion of such redemption and purchase prices
consisting of accrued interest. Such payment shall be made within 30 days of the
occurrence of such Enterprise Valuation Event, in a manner agreed to by the
Company and the Trustee.


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<PAGE>

                                    ARTICLE V

                                    COVENANTS

Section 5.01 Payment of Principal, Premium and Interest.

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

Section 5.02 Maintenance of Office or Agency.

     The Company shall maintain 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 prompt written notice to the
Trustee of the location, and any change in such location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

Section 5.03 SEC Reports.

     So long as any of the Notes remain outstanding, the Company shall cause
copies of all quarterly and annual financial reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company or Goss is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act, to be filed with the Trustee and mailed to the Holders at their addresses
appearing in the Note Register maintained by the Registrar, in each case, within
5 Business Days of filing with the SEC. If neither the Company nor Goss is
subject to the requirements of such Section 13 or 15(d) of the Exchange Act, the
Company shall nevertheless continue to file with the SEC, in conformity with
Section 13 or Section 15(d) of the Exchange Act, and provide the Trustee and
Holders with such annual and quarterly reports (without exhibits in the case of
documents provided to the Trustee and Holders) and such information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which are specified in Section 13 or
Section 15(d) of the Exchange Act. The Company shall also comply with the
provisions of TIA ss. 314(a).

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein,

                                       26
<PAGE>

including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

Section 5.04 Limitation On Debt.

     (a) The Company shall not, and shall not permit Goss to, Incur, directly or
indirectly, any Debt unless, on the date of such Incurrence, the Consolidated
Coverage Ratio exceeds 2.0 to 1.0.

     (b) Notwithstanding the foregoing paragraph (a), the Company or Goss, as
the case may be, may Incur any or all of the following Debt:

          (i) Debt Incurred pursuant to the Revolving Credit Facility and the
     Credit Facility Guaranty in respect thereof; provided, however, that, after
     giving effect to any such Incurrence, the aggregate principal amount of
     such Debt then outstanding does not exceed $250 million (excluding, for

     purposes of calculating such aggregate principal amount, the amount of
     Hedging Obligations guaranteed pursuant to the Credit Agreement Guaranty).

          (ii) Customer Notes Guarantees Incurred following the Issue Date in an
     aggregate amount at any one time outstanding not to exceed $30 million less
     the amount of Customer Notes Guarantees Incurred following the Issue Date
     then outstanding pursuant to Section 5.05(i) and less the amount of
     Investments in Customer Notes made following the Issue Date then
     outstanding pursuant to clause (c) of the definition of "Permitted
     Investment";

          (iii) Debt owed to and held by a Wholly Owned Subsidiary of Goss;
     provided, however, that any subsequent issuance or transfer of any Capital
     Stock which results in any such Wholly Owned Subsidiary ceasing to be a
     Wholly Owned Subsidiary or any subsequent transfer of such Debt (other than
     to another Wholly Owned Subsidiary of Goss) shall be deemed, in each case,
     to constitute the Incurrence of such Debt by the Company or Goss, as the
     case may be;

          (iv) the Notes;

          (v) Debt (including without limitation Customer Notes Guarantees)
     outstanding on the Issue Date (other than Debt described in clauses (i),
     (ii), (iii), (iv), (v), or (vii) of this Section 5.04);

          (vi) Refinancing Debt in respect of Debt Incurred pursuant to
     paragraph (a) above or pursuant to clause (iv) or (v) above or this clause
     (vi);

          (vii) Hedging Obligations with respect to (1) Debt permitted to be
     Incurred by the Company or its Subsidiaries pursuant to this Indenture or
     (2) transactions denominated in foreign currencies; and

          (viii) Debt (which Debt may, but need not, be Incurred in whole or in
     part under the Credit Agreement) in an aggregate principal amount which,


                                       26
<PAGE>

     together with all other Debt of the Company and Goss outstanding on the
     date of such Incurrence (other than Debt permitted by clauses (i) through
     (x) of this paragraph (b) or paragraph (a) above), and giving effect to any
     concurrent Refinancing of Debt permitted by this Indenture, does not exceed
     $15 million.

     For purposes of determining compliance with this covenant, (i) in the event
that an item of Debt meets the criteria of more than one of the types of Debt
described in paragraph (b) or is entitled to be incurred pursuant to paragraph
(a), the Company, in its sole discretion, will classify such item of Debt in any
manner that complies with this covenant and such debt will be treated as having
been incurred pursuant to only one of such clauses of paragraph (b) or pursuant
to paragraph (a); and (ii) an item of Debt may be divided and classified in more
than one of the types of Debt in paragraph (b) or pursuant to paragraph (a).

     (c) Notwithstanding paragraph (a) and paragraph (b) above, the Company
shall not Incur any Debt if the proceeds thereof are used, directly or
indirectly, to Refinance any Subordinated Obligations unless such Debt shall be
subordinated to the Notes to at least the same extent as such Subordinated
Obligations.

     (d) Notwithstanding paragraph (a) and paragraph (b) above, (i) the Company
shall not Incur any Debt if such Debt is subordinated or junior in ranking in
right of payment to any Senior Debt, unless such Debt is Senior Subordinated
Debt or is expressly subordinated in right of payment to Senior Subordinated
Debt; and (ii) the Company shall not issue any Secured Debt which is not Senior
Debt unless contemporaneously therewith effective provision is made to secure
the Notes equally and ratably with such Secured Debt for so long as such Secured
Debt is secured by a Lien.

Section 5.05 Limitation on Debt and Preferred Stock of Subsidiaries of Goss.

     The Company shall not permit any Subsidiary of Goss to Incur, directly or
indirectly, any Debt or Preferred Stock except:

     (a) Guarantees by such Subsidiaries of Debt of the Company or Goss
described in clause (b)(i), (ii) and (iv) of Section 5.04, other Debt of the
Company or Goss Incurred under the Credit Facility which is permitted to be
Incurred pursuant to the terms of this Indenture, and Debt of Foreign
Subsidiaries described in clauses (e) and (f) below;

     (b) Debt or Preferred Stock issued to and held by the Company, Goss or a
Wholly Owned Subsidiary; provided, however, that any subsequent issuance or
transfer of any Capital Stock which results in any such Wholly Owned Subsidiary
ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Debt
or Preferred Stock (other than to the Company or a Wholly Owned Subsidiary)
shall be deemed, in each case, to constitute the issuance of such Debt or
Preferred Stock by the issuer thereof;

     (c) Debt or Preferred Stock of a Subsidiary of Goss Incurred and
outstanding on or prior to the date on which such Subsidiary was acquired by the
Company (other than Debt or Preferred Stock Incurred in connection with, 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 Subsidiary became a Subsidiary or was acquired by the Company); provided,


                                       27
<PAGE>

however, that on the date of such acquisition and after giving effect thereto,
the Company would have been able to Incur at least $1.00 of additional Debt
pursuant to Section 5.04(a);

     (d) Debt or Preferred Stock outstanding on the Issue Date (other than Debt
described in clause (a), (b) or (c));

     (e) Debt of a Foreign Subsidiary Incurred pursuant to the Credit Facility;
provided, however, that, after giving effect to any such Incurrence, the
aggregate principal amount of Debt outstanding of such Foreign Subsidiary
pursuant to this clause (e) does not exceed the greater of (x) $175 million and
(y) the sum of 85% of the gross book value of the accounts receivable of such
Foreign Subsidiary and 65% of the gross book value of the inventories of such
Foreign Subsidiary;

     (f) Refinancing Debt Incurred in respect of Debt or Preferred Stock
referred to in clause (a), (c) or (d) or this clause (f); provided, however,
that to the extent such Refinancing Debt directly or indirectly Refinances Debt
or Preferred Stock of a Subsidiary described in clause (c), such Refinancing
Debt shall be Incurred only by such Subsidiary;

     (g) Hedging Obligations by a Subsidiary with respect to (x) Debt permitted
to be Incurred by such Subsidiary pursuant to this Indenture and (y)
transactions by such Subsidiary denominated in foreign currencies; and

     (h) Customer Notes Guarantees Incurred following the Issue Date in an
aggregate amount at any one time outstanding not to exceed $30 million less the
amount of Customer Notes Guarantees Incurred following the Issue Date then
outstanding pursuant to Section 5.04(b)(ii) and less the amount of Investments
in Customer Notes made following the Issue Date then outstanding pursuant to
clause (B) of the definition of "Permitted Investment."

Section 5.06 Limitation On Restricted Payments.

     (a) The Company shall not, and shall not permit any Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Subsidiary makes such Restricted Payment:

          (i) a Default shall have occurred and be continuing (or would result
     therefrom);

          (ii) the Company, after giving pro forma effect to such Restricted
     Payment, would not be permitted to Incur an additional $1.00 of Debt
     pursuant to Section 5.04(a); or

          (iii) the aggregate amount of such Restricted Payment and all other
     Restricted Payments since 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 beginning of the fiscal quarter
     during which the Notes were originally issued to the end of the most recent
     fiscal quarter ending at least 45 days prior to the date of such


                                       28
<PAGE>

     Restricted Payment (or, in case such Consolidated Net Income shall be a
     deficit, minus 100% of such deficit); (B) the aggregate Net Cash Proceeds
     and aggregate Deemed Asset Value received by the Company from the issue or
     sale of its Capital Stock (other than Disqualified Stock) or capital
     contributions with respect thereto subsequent to the Issue Date (other than
     an issuance or sale to a Subsidiary of the Company and except as set forth
     in clause (C) other than an issuance or sale to an employee stock ownership
     plan or to a trust established by the Company or any of its Subsidiaries
     for the benefit of their employees); (C) the aggregate Net Cash Proceeds
     received by the Company from the issuance or sale of its Capital Stock
     (other than Disqualified Stock) to an employee stock ownership plan or
     trust established by the Company or any of its Subsidiaries for the benefit
     of their employees subsequent to the date on which the Notes were
     originally issued, other than any such issuance or sale to the extent the
     purchase by such plan or trust is financed by Debt of such plan or trust
     and for which the Company is liable as guarantor or otherwise; and (D) the
     amount by which Debt of the Company is reduced on the Company's balance
     sheet upon the conversion or exchange (other than by a Subsidiary of the
     Company) subsequent to the Issue Date, of any Debt of the Company
     convertible or exchangeable for Capital Stock (other than Disqualified
     Stock) of the Company (less the amount of any cash, or the fair value of
     any other property, distributed by the Company or any Subsidiary upon such
     conversion or exchange, except to the extent that such distribution results
     in a reduction in Consolidated Net Income reflected pursuant to clause (A)
     above).

     (b) The provisions of the foregoing 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 of the Company or an employee stock ownership plan or to a trust
     established by the Company or any of its Subsidiaries for the benefit of
     their employees to the extent the purchase by such plan or trust is
     financed by Debt of such plan or trust and for which the Company or any
     Subsidiary is liable as guarantor or otherwise), 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 the calculation of amounts under clauses (iii)(B)
     and (iii)(C) of paragraph (a) above;

          (ii) any purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value of Subordinated Obligations together
     with any premium payable in connection therewith made by exchange for, or
     out of the proceeds of the substantially concurrent sale of, Debt of the
     Company which is permitted to be Incurred pursuant to Section 5.04;
     provided, however, that such purchase, repurchase, redemption, defeasance
     or other acquisition or retirement


                                       29
<PAGE>

     for value shall be excluded in the calculation of the amount of Restricted
     Payments;

          (iii) dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this covenant; provided, however, that at the time of declaration of
     such dividend, no other Default shall have occurred and be continuing (or
     would result therefrom); and provided, further, however, that such dividend
     shall be included in the calculation of the amount of Restricted Payments;

          (iv) the repurchase of shares of, or options to purchase shares of,
     common stock of the Company or any of its Subsidiaries from employees,
     former employees, directors or former directors of the Company or any of
     its Subsidiaries (or permitted transferees of such employees, former
     employees, directors or former directors), pursuant to the terms of the
     agreements (including employment agreements) or plans (or amendments
     thereto) approved by the Board of Directors under which such individuals
     purchase or sell or are granted the option to purchase or sell, shares of
     such common stock; provided, however, that the aggregate amount of such
     repurchases in any calendar year shall not exceed the sum of (x) $2 million
     and (y) the aggregate Net Cash Proceeds from any reissuance during such
     calendar year of Capital Stock to employees, officers or directors of the
     Company or its Subsidiaries; provided further, however, that to the extent
     that the aggregate amount of such repurchases is less than $2 million in
     any calendar year, the unused portion of such $2 million may be carried
     forward to the succeeding calendar year (provided that the aggregate amount
     of the repurchases in any calendar year shall, in no event, exceed $4
     million plus the amount of aggregate Net Cash Proceeds from any reissuance
     of Capital Stock described above) in any calendar year; and provided,
     further, however, that such repurchases shall be excluded in the
     calculation of the amount of Restricted Payments;

          (v) Investments in any Person primarily engaged in a Related Business
     in an aggregate amount not to exceed $10 million; provided, however, that
     the amount of such Investments shall be excluded in the calculation of the
     amount of Restricted Payments;

          (vi) the payment of any cash dividend on the common stock of the
     Company following a Public Equity Offering by the Company and a payment to
     the Company used solely to pay dividends on the common stock of the
     Company, in each case as long as no Default or Event of Default has
     occurred and is continuing or would thereby result; provided that the
     aggregate amount of all such dividends and payments under this clause (vi)
     shall not exceed 6% of the Net Cash Proceeds received by the Company in any
     such Public Equity Offering in any calendar year; provided further,
     however, that such dividends and payments shall be included in the
     calculation of Restricted Payments;


                                       30
<PAGE>

          (vii) Investments in Customer Notes to the extent such Investments are
     in existence on the Issue Date; provided, however, that the amount of such
     Investments shall be excluded in the calculation of the amount of
     Restricted Payments; or

          (viii) Restricted Payments in an aggregate amount not to exceed $10
     million; provided, however, that the amount of such Restricted Payments
     shall be excluded in the calculation of the amount of Restricted Payments.

Section 5.07 Limitation On Restrictions On Distributions from Subsidiaries.

     (a) The Company shall not, and shall not permit any Subsidiary to, create
or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Subsidiary to:

          (i) pay dividends or make any other distributions on its Capital Stock
     to the Company or a Subsidiary or pay any Debt 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:

               (1) any encumbrance or restriction pursuant to the Credit
     Facility or any agreement in effect or entered into on the Issue Date or
     pursuant to the issuance of the Notes;

               (2) any encumbrance or restriction with respect to a Subsidiary
     of Goss pursuant to an agreement relating to any Debt Incurred by such
     Subsidiary on or prior to the date on which such Subsidiary was acquired by
     the Company (other than Debt Incurred as consideration in, or to provide
     all or any portion of the funds or credit support utilized to consummate,
     the transaction or series of related transactions pursuant to which such
     Subsidiary became a Subsidiary or was acquired by the Company) and
     outstanding on such date;

               (3) any encumbrance or restriction pursuant to an agreement
     effecting a Refinancing of Debt Incurred pursuant to an agreement referred
     to in clause (1) or (2) or contained in any amendment to an agreement
     referred to in clause (1) or clause (2); provided, however, that the
     encumbrances and restrictions contained in any of such refinancing
     agreement or amendment are no less favorable to the Noteholders than
     encumbrances and restrictions with respect to such Subsidiary contained in
     such agreements;

               (4) any such 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 the subject of such encumbrance or restriction, (B) existing 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
     Subsidiary not otherwise prohibited by this Indenture or (C) arising or


                                       31
<PAGE>

     agreed to in the ordinary course of business, not relating to any
     Indebtedness, and that do not, individually or in the aggregate, detract
     from the value of property or assets of the Company or any Subsidiary in
     any manner material to the Company or any Subsidiary; provided that, in
     each case, such encumbrance or restriction relates to, and restricts
     dealings with, only the property or asset the subject of such encumbrance
     or restriction; provided further, that such encumbrance or restriction does
     not prohibit, limit or otherwise restrict the making or payment of any
     dividend or other distribution to the Company or any Subsidiary;

               (5) in the case of this clause (iii), restrictions contained in
     security agreements or mortgages securing Debt of a Subsidiary of Goss to
     the extent such restrictions restrict the transfer of the property subject
     to such security agreements or mortgages;

               (6) any encumbrance or restriction imposed solely upon a Foreign
     Subsidiary pursuant to an agreement relating to Indebtedness Incurred by
     such Foreign Subsidiary which is permitted under the covenant described in
     Section 5.05; and

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

Section 5.08 Limitation On Sales of Assets and Subsidiary Stock.

     (a) The Company shall not, and shall not permit any Subsidiary to, directly
or indirectly, consummate any Asset Disposition unless

          (i) the Company or such 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 Board of Directors (including as to the
     value of all non-cash consideration), of the shares and assets subject to
     such Asset Disposition and at least 75% of the consideration thereof
     received by the Company or such Subsidiary is in the form of cash or Cash
     Equivalents, and

          (ii) the Company (x) within 180 days (in the case of (A) below) or 360
     days (in the case of (B) below) after receipt of such Net Available Cash,
     (A) to the extent the Company so elects (or is so required by the terms of
     any Senior Debt), applies an amount equal to 100% of the Net Available Cash
     to repay, prepay, redeem or purchase Senior Debt of the Company or Goss or
     Debt (other than any Disqualified Stock) of a Wholly Owned Subsidiary of
     Goss (in each case other than Debt owed to the Company or an Affiliate of
     the Company) or (B) invests or commits to invest the balance of such Net
     Available Cash not applied pursuant to clause (A), in Additional Assets;
     provided, however, that in the case of any commitment to invest such
     investment must be made within one month thereafter, and any amount not so
     invested shall be treated as Excess Proceeds (as defined below); and (y)
     applies the balance of such Net Available Cash not


                                       32
<PAGE>

     applied pursuant to clause (x), as provided in the following paragraphs of
     this covenant. Notwithstanding the foregoing provisions of this paragraph,
     the Company and its Subsidiaries shall not be required to apply any Net
     Available Cash in accordance with this paragraph except to the extent that
     the aggregate Net Available Cash from all Asset Dispositions which are not
     applied in accordance with this paragraph exceeds $10 million. The amount
     of Net Available Cash required to be applied and not applied as so required
     shall constitute "Excess Proceeds". Pending application of Net Available
     Cash pursuant to this covenant, such Net Available Cash shall be invested
     in Temporary Cash Investments or applied to repay Debt Incurred under the
     Revolving Credit Facility without commitment reduction thereunder.

     For the purposes of this covenant, the following are deemed to be included
in Cash Equivalents: (x) the assumption of Debt of the Company or any Subsidiary
and the release of the Company or such Subsidiary from all liability on such
Debt in connection with such Asset Disposition, (y) Temporary Cash Investments,
and (z) securities received by the Company or any Subsidiary from the transferee
that are promptly converted by the Company or such Subsidiary into cash.

     (b) If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined
below) totals at least $10 million, the Company must, not later than the
fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer")
to purchase from the Holders (and to purchase Debt from the holders of any other
Senior Subordinated Debt) on a pro rata basis an aggregate principal amount of
Notes equal to the Excess Proceeds (rounded down to the nearest multiple of
$1,000) on such date, at a purchase price equal to 100% of the principal amount
of such Notes, plus, in each case, accrued interest (if any) to the date of
purchase (or, in respect of such other Senior Subordinated Debt, such lesser
price, if any, as may be provided for by the terms of such Senior Subordinated
Debt) (the "Excess Proceeds Payment").

     (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 5.08. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 5.08, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this clause by virtue thereof.

Section 5.09 Limitation On Affiliate Transactions.

     (a) The Company shall not, and shall not permit any Subsidiary to, enter
into or permit to exist any transaction or series of similar transactions
(including the purchase, sale, lease or exchange of any property, employee
compensation arrangements or the rendering of any service with any Affiliate of
the Company or of Goss (an "Affiliate Transaction") unless (x) such transaction
does not consist of the issuance of securities pursuant to stock options, stock
ownership plans or other similar employee compensation arrangements and (y) the
terms thereof:


                                       33
<PAGE>

          (i) are no less favorable to the Company or such Subsidiary 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) if such Affiliate Transaction involves an amount in excess of $3
     million, (1) are set forth in writing and (2) have been approved by a
     majority of the members of the Board of Directors having no personal stake
     in such Affiliate Transaction, and

          (iii) if such Affiliate Transaction involves an amount in excess of
     $15 million, have been determined by a nationally recognized investment
     banking firm to be fair, from a financial standpoint, to the Company and
     its Subsidiaries.

     (b) The provisions of the foregoing paragraph (a) shall not prohibit:

          (i) any Restricted Payment permitted to be paid pursuant to Section
     5.06;

          (ii) any issuance of securities, or other payments, awards or grants
     in cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership plans approved by the Board
     of Directors and, with respect to stock options and stock ownership plans,
     issued pursuant to the Plan;

          (iii) loans or advances to employees in the ordinary course of
     business in accordance with the past practices of the Company or its
     Subsidiaries and their predecessors, but in any event not to exceed $4
     million in the aggregate outstanding at any one time;

          (iv) the payment of reasonable and customary fees to directors of the
     Company and its Subsidiaries who are not employees of the Company or its
     Subsidiaries; and

          (v) any Affiliate Transaction between the Company and a Wholly Owned
     Subsidiary or between Wholly Owned Subsidiaries.

Section 5.10 Compliance Certificates.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such Officers' Certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each 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, describing all such Defaults or Events of


                                       34
<PAGE>

Default of which he or she may have knowledge and what action each is taking or
proposes to take with respect thereto). The Company shall also comply with TIA
ss. 314(a)(4).

Section 5.11 Further Instruments and Acts.

     Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

                                   ARTICLE VI

                                   SUCCESSORS

Section 6.01 When the Company May Merge or Transfer Assets.

     The Company shall not consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, all or
substantially all its assets to, any Person, unless:

          (i) the resulting, surviving or transferee Person (the "Successor
     Company") shall be a Person 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 an
     indenture supplemental hereto, 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 Debt which 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 such Successor Company or such Subsidiary at the
     time of such transaction), no Default shall have occurred and be
     continuing;

          (iii) immediately after giving effect to such transaction, the
     Successor Company would be able to Incur an additional $1.00 of Debt
     pursuant to Section 5.04(a);

          (iv) immediately after giving effect to such transaction, the
     Successor Company shall have Consolidated Net Worth in an amount which is
     not less than the Consolidated Net Worth of the Company prior to such
     transaction; 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 the terms of this Indenture.


                                       35
<PAGE>

Section 6.02 Successor Company Substituted.

     The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                  ARTICLE VII

                              DEFAULTS AND REMEDIES

Section 7.01 Events of Default.

     Each of the following shall constitute an "Event of Default":

          (i) the Company defaults in any payment of interest on any Note when
     the same becomes due and payable, whether or not such payment shall be
     prohibited by Article XI, and such default continues for a period of 30
     days;

          (ii) the Company defaults in the payment of the principal of any Note
     when the same becomes due and payable at its Stated Maturity, upon optional
     redemption, upon declaration, upon required repurchase or otherwise,
     whether or not such payment shall be prohibited by Article XI;

          (iii) the Company fails to comply with Article VI;

          (iv) the Company fails to comply for 30 days after the notice
     specified in this Section 7.01 with any of its obligations contained in
     Article IV (other than a failure to purchase Notes), Section 5.03, Section
     5.04, Section 5.05, Section 5.06, Section 5.07, Section 5.08 (other than a
     failure to purchase Notes), or Section 5.09;

          (v) the Company fails to comply with any of its agreements in this
     Indenture (other than those referred to in clause (i), clause (ii), clause
     (iii) or clause (iv) of this Section 7.01) and such failure continues for
     60 days after the notice specified in this Section 7.01;

          (vi) a default under the Credit Agreement or under any other mortgage,
     indenture or instrument under which there may be issued or by which there
     may be secured or evidenced any Debt for money borrowed by the Company or
     any of its Subsidiaries (or the payment of which is Guaranteed by the
     Company or any of its Subsidiaries) whether such Debt or Guarantee now
     exists, or is created after the date of this Indenture, which default (1)
     is caused by failure to pay principal of or premium, if any, or interest on
     such Debt within any applicable grace period after final maturity ("Final
     Payment Default"), or (2) results in the acceleration of such Debt prior to
     its final stated maturity and, in each case, the principal amount of any
     such Debt, together with the principal amount of any other such Debt under
     which there has been a Final Payment Default or the maturity of which has


                                       36
<PAGE>

     been so accelerated, aggregates $10 million or more and such default or
     acceleration continues for 30 days after the notice specified in this
     Section 7.01;

          (vii) the Company or any Significant Subsidiary of the Company
     pursuant to or within the meaning of Bankruptcy Law: (1) commences a
     voluntary case, (2) consents to the entry of an order for relief against it
     in an involuntary case, (3) consents to the appointment of a Custodian of
     it or for all or substantially all of its property; or (4) makes a general
     assignment for the benefit of its creditors;

          (viii) a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that: (1) is for relief against the Company or any
     Significant Subsidiary of the Company in an involuntary case, (2), appoints
     a Custodian of the Company or any Significant Subsidiary of the Company or
     for all or substantially all of the property of the Company or any
     Significant Subsidiary of the Company, or (3) orders the liquidation of the
     Company or any Significant Subsidiary of the Company, and any such order or
     decree remains unstayed and in effect for 60 consecutive days; and

          (ix) any final non-appealable judgment or decree for the payment of
     money in excess of $10 million is rendered against the Company or a
     Significant Subsidiary, remains outstanding for a period of 60 days
     following such judgment and is not discharged, waived or stayed within 10
     days after notice; provided, that, the amount of such money judgment or
     decree shall be calculated net of any insurance coverage that the Company
     has determined in good faith is available in whole or in part with respect
     to such money, judgment or decree.

     A Default under clauses (iv), (v), (vi) or (ix) will not constitute an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the outstanding Notes notify the Company of the Default and the
Company does not cure such Default within the time specified after receipt of
such notice.

     The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, an Officers' Certificate of any Event of Default pursuant to
clause (iii), clause (vii) or clause (viii) and any event which with the giving
of notice or the lapse of time would become an Event of Default pursuant to
clauses (iv), (v), (vi) or (ix), its status and what action the Company is
taking or proposes to take in respect thereof.

Section 7.02 Acceleration.

     If an Event of Default (other than an Event of Default specified in clause
(vii) or clause (viii) of Section 7.01) occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes, may declare the principal of and accrued but unpaid interest
on all the Notes to be due and payable (collectively, the "Default


                                       37
<PAGE>

Amount") by notice in writing to the Company, the administrative agent under the
Credit Agreement (if any Debt is then outstanding under the Credit Facility) and
the Trustee specifying the respective Event of Default and that it is a "notice
of acceleration"; provided, however, that the failure to so notify the
administrative agent under the Credit Facility shall not affect the validity of
such acceleration. Upon such a declaration, the Default Amount shall be due and
payable immediately, subject to Article IX and XI of this Indenture.
Notwithstanding the foregoing, in case of an Event of Default specified in
clause (vii) or clause (viii) of Section 7.01, all outstanding Notes shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders of the Notes. Under certain
circumstances, the Holders of a majority in aggregate principal amount of the
then outstanding Notes by written notice to the Trustee may on behalf of all of
the Holders rescind an acceleration and its consequences (i) if the rescission
would not conflict with any judgment or decree (ii) all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived and (iii) the
Company has paid the Trustee all amounts due pursuant to Section 8.07.

Section 7.03 Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any such Notes in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon any Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in such Event of Default. No remedy
shall be exclusive of any other remedy. All remedies shall be cumulative to the
extent permitted by law.

Section 7.04 Waiver of Past Defaults.

     Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive an existing Default and its consequences, except (i) a Default in
the payment of the principal of, premium, if any, or interest on, the Notes; or
(ii) a Default in respect of a provision that under Section 10.02 cannot be
amended without the consent of each Holder affected thereby. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 7.05 Control by Majority.

     Subject to certain restrictions, Holders of a majority in principal amount
of the Notes then outstanding may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or the terms of this
Indenture or if, subject to Section 8.01, the Trustee reasonably determines that
such action, if taken, would be unduly prejudicial to the rights of other
Holders or may involve the Trustee in personal liability.


                                       38
<PAGE>

Section 7.06 Limitation On Suits.

     Except to enforce the right to receive payment of principal, premium, if
any, or interest when due, no Holder of a Note may pursue any remedy with
respect to this Indenture or the Notes, unless:

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

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

          (iii) such Holders have offered the Trustee reasonable security or
     indemnity against any loss, liability or expense;

          (iv) the Trustee has not complied with such request within 60 days
     after the receipt thereof and the offer of security or indemnity; and

          (v) Holders of a majority in principal amount of the Notes then
     outstanding have not given the Trustee a direction inconsistent with such
     request within such 60-day period.

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

Section 7.07 Unconditional Right of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
on such Note, on or after the respective due dates expressed in such 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 any such Holder
of a Note.

Section 7.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 7.01(i) or Section 7.01(ii)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the entire amount then
due and owing, plus the amounts provided for in Section 8.07.

Section 7.09 Trustee May File Proofs of Claim.

     The Trustee may 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 and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company, the Company's creditors or the Company's property, and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee, and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for


                                       39
<PAGE>

the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to Trustee under
Section 8.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

Section 7.10 Priorities.

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

          (i) FIRST: to the Trustee for amounts due to it under Section 8.07;

          (ii) SECOND: to holders of Senior Debt to the extent required by
     Article XI;

          (iii) THIRD: to Holders 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.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 7.10.

Section 7.11 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 Section 7.11
shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
7.07, or a suit by Holders of more than 10% in principal amount of the Notes
then outstanding.

Section 7.12 Waiver of Stay, Extension and Usury Laws.

     The Company (to the extent that it may lawfully do so) shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and 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 had been enacted.


                                       40
<PAGE>

                                  ARTICLE VIII

                                     TRUSTEE

Section 8.01 Duties of Trustee.

     (a) If an Event of Default of which a Responsible Officer of the Trustee is
aware 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 man would exercise or use under
the circumstances in the conduct of his own affairs.

     (b) Except during the continuance of an Event of Default of which a
Responsible Officer of the Trustee is aware:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

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

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 8.01;

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

          (iii) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with a direction
     received by it pursuant to Section 7.05.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraph (a),
paragraph (b) and paragraph (c) of this Section 8.01.

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


                                       41
<PAGE>

     (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.

     (g) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

     (h) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 8.01 and to the provisions of the TIA.

Section 8.02 Rights of Trustee.

     (a) The Trustee may rely upon any document reasonably 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 any such document

     (b) Before the Trustee acts or refrains from taking any action, the Trustee
may require an Officers' Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith in reliance on such Officers' Certificate or such Opinion of Counsel.

     (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent; provided, however, that any such agent is
appointed by the Trustee with due care.

     (d) The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith which it reasonably believes to be authorized or
within its rights or powers conferred upon it by this Indenture; provided,
however, that the Trustee's conduct does not constitute negligence, willful
misconduct or bad faith.

     (e) The Trustee may consult with counsel of its selection, and the written
advice or opinion of counsel with respect to legal matters shall be full and
complete authorization and protection from liability in respect to any action
taken, omitted or suffered by the Trustee hereunder in good faith and in
accordance with the advice or opinion of such counsel.

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

     (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and


                                       42
<PAGE>

premises of the Company, personally or by agent or attorney at the sole cost of
the Company, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation, provided, however, that the Trustee's
conduct does not constitute negligence, willful misconduct or bad faith.

Section 8.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights as it would have if the Trustee were not the
trustee hereunder. However, in the event the Trustee acquires any conflicting
interest in accordance with the TIA it must eliminate such conflicting interest
within 90 days, apply to the SEC for permission to continue as Trustee or
resign. Any Paying Agent, Registrar or co-registrar may do the same-with like
rights and duties. The Trustee shall at all times remain subject to Section 8.10
and Section 8.11.

     The Trustee shall not be charged with knowledge of any default or event of
default with respect to the Notes, other than a Default or Event of Default
under Section 7.01(i) or (ii), unless either (i) a Responsible Officer of the
Trustee shall have actual knowledge of such Default or Event of default or (ii)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or by any Holder of the Notes.

Section 8.04 Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds of the Notes and it shall not
be responsible for any statement contained herein or any statement contained in
the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than the Trustee's certificates of
authentication.

Section 8.05 Notice of Default.

     If a Default occurs and is continuing and if such Default is known to the
Responsible Officer of the Trustee, the Trustee must mail to each Holder a
notice of such Default within 90 days (or such shorter period as may be required
by applicable law) after such Default occurs. Except in the case of a Default in
payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders.

Section 8.06 Reports by Trustee to Holders.

     Within 60 days after each May 15, beginning with the May 15 following the
date of this Indenture, the Trustee shall mail to Holders of the Notes a brief
report dated as of such reporting date that complies with TIA ss. 313(a) to the
extent such a report is required by TIA ss. 313(a). The Trustee also shall
comply with TIA ss. 313(b).

     A copy of each report at the time of its mailing to the Holders shall be
mailed to the Company and filed with the SEC and each stock exchange, if any, on
which the Notes may be listed. The Company shall promptly notify the Trustee
upon the Notes being listed on any stock exchange and any delisting thereof.


                                       43
<PAGE>

Section 8.07 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time compensation as such
parties shall agree in writing for the Trustee's acceptance of this Indenture
and its services hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of the trustee of an express
trust). The Company shall reimburse the Trustee for all reasonable out-of-pocket
expenses incurred or made by it in the course of its services hereunder. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee's agents, counsel, accountants and experts.

     The Company shall indemnify the Trustee and any predecessor Trustee and
their agents against any and all loss, liability or reasonable expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred in connection with the administration of this
trust, including attorneys fees and expenses, and the performance of its duties
under this Indenture, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its power or duties hereunder, except any such loss, liability or expense
attributable to the negligence, willful misconduct or bad faith of the Trustee.

     The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder except to the extent that the
Company may be materially prejudiced by such failure. The Company shall defend
the claim and the Trustee shall cooperate in the defense of such claim. The
Trustee may have separate counsel of its selection and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own negligence, willful misconduct or bad faith.
The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

     The Company's payment obligations under this Section 8.07 shall survive the
resignation or removal of the Trustee or the satisfaction and discharge of this
Indenture.

     To secure the Company's payment obligations under this Section 8.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except such money or property that is held by it in
trust for the benefit of Holders to pay principal and interest on particular
Notes.

     If the Trustee shall incur expenses after the occurrence of a Default
specified in Section 7.01(vii) or Section 7.01(viii), such expenses (including
the reasonable fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under Bankruptcy Law.

Section 8.08 Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 8.08.

     The Trustee may resign at any time and be discharged from the trust hereby
created by so notifying the Company in writing. The Holders of not less than a
majority in


                                       44
<PAGE>

principal amount of the Notes then outstanding may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company shall remove the
Trustee if:

          (i) the Trustee fails to comply with Section 8.10;

          (ii) the Trustee is adjudged bankrupt or insolvent;

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

          (iv) the Trustee otherwise becomes incapable of acting.

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

     If a successor Trustee does not take office within 30 days after the
retiring Trustee gives notice of its resignation or is removed, the retiring
Trustee, the Company or the Holders of at least 10% in principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     If the Trustee after written request by any Holder who has been a Holder
for at least six months fails to comply with Section 8.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Any 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 of the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the Lien provided for in Section
8.07. Notwithstanding replacement of the Trustee pursuant to this Section 8.08,
the Company's obligations under Section 8.07 shall continue for the benefit of
the retiring Trustee.

Section 8.09 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 or assets to, another
corporation or banking association, the resulting, surviving or transferee
entity without any further act shall constitute the successor Trustee; provided,
however, that such entity shall be otherwise qualified and eligible under this
Article VIII.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated, and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full


                                       45
<PAGE>

force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have.

Section 8.10 Eligibility: Disqualification.

     This Indenture at all times shall have a Trustee which satisfies the
requirements of TIA ss. 310(a). Trustee shall be a corporation organized and
doing business under the laws of the United States of America or of any State
thereof authorized under such laws to exercise corporate trustee power, shall be
subject to supervision or examination by federal or state authority and shall
have a combined capital and surplus of at least $50 million as set forth in its
most recently published annual report of condition. The Trustee shall be subject
to TIA ss. 310 (b); provided, however, that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA ss. 310(b)(1) are met.

Section 8.11 Preferential Collection of Claims Against the Company.

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

Section 8.12 May Hold Securities

     The Trustee, any authenticating agent, any paying agent, any registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Section 8.11 hereof
and the provisions of the TIA, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, authenticating agent, paying agent,
security registrar or such other agent.

                                   ARTICLE IX

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01 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) for cancellation or (ii) all
outstanding Notes have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article III of this
Indenture and the Company irrevocably deposits with the Trustee funds sufficient
to pay at maturity or upon redemption all outstanding Notes including interest
thereon to maturity or such redemption date (other than Notes replaced pursuant
to Section 2.07), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 9.01(c),
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 and at the cost and expense of the
Company.


                                       46
<PAGE>

     (b) Subject to Section 9.01(c) and Section 9.02, the Company at any time
may terminate (i) all of the Company obligations under the Notes and this
Indenture ("legal defeasance"), except for certain obligations, including those
respecting the defeasance trust and obligations to register the transfer or
exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and
to maintain a registrar and paying agent in respect of the Notes; or (ii) its
obligations under Article IV, Section 5.03, Section 5.04, Section 5.05, Section
5.06, Section 5.07, Section 5.08, Section 5.09, Section 5.10, Section 6.01(iii),
Section 6.01(iv) and the operation of Section 7.01(iv), Section 7.01(vi),
Section 7.01(vii) (with respect only to Significant Subsidiaries), Section
7.01(viii) (with respect only to Significant Subsidiaries) and Section 7.01(ix)
("covenant defeasance"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the Notes
may not be accelerated because of an Event of Default with respect thereto. 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 7.01
(iv), Section 7.01(vi), Section 7.01(vii) (with respect only to Significant
Subsidiaries), Section 7.01(viii) (with respect only to Significant
Subsidiaries) or Section 7.01(ix), or because of the failure of the Company to
comply with Article IV or Section 6.01(iii) or Section 6.01(iv).

     Upon satisfaction of the conditions set forth herein and at the request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations of the Company terminated thereby.

     (c) Notwithstanding clause (a) and clause (b) above, the Company's
obligations contained in Section 2.03, Section 2.04, Section 2.05, Section 2.06,
Section 2.07, Section 8.07, Section 8.08 and this Article IX shall survive until
the Notes have been paid in full. Thereafter, the Company's obligations
contained in Section 8.07, Section 9.04 and Section 9.05 shall survive.

Section 9.02 Conditions to Defeasance.

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

          (i) the Company irrevocably deposits in trust (the "defeasance trust")
     with the Trustee money or U.S. Government Obligations for the payment of
     principal, premium (if any) and interest on the Notes to maturity or
     redemption, as the case may be;

          (ii) such defeasance does not result in a breach or violation of, or
     constitute a default under, this Indenture, the Credit Agreement or any
     other material agreement or instrument to which the Company is a party or
     by which it is bound;

          (iii) the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without


                                       47
<PAGE>

     investment will provide cash at such times and in such amounts as will be
     sufficient to pay principal and interest when due on all the Notes to
     maturity or redemption, as the case may be;

          (iv) 123 days pass after the deposit is made and during the 123-day
     period no Default specified in Section 7.01(vii) or Section 7.01(viii) in
     either case with respect to the Company occurs which is continuing at the
     end of the period;

          (v) the deposit does not result in a breach or violation of, or
     constitute a default under, this Indenture (including, without limitation,
     Article XI hereof), the Credit Agreement or any other material agreement or
     instrument to which the Company is a party or by which the Company is
     bound;

          (vi) 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 U.S. Investment
     Company Act of 1940, as amended;

          (vii) in the case of the legal defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     stating that (1) the Company has received from or there has been published
     by, the Internal Revenue Service a ruling, or (2) since the date of this
     Indenture there has been a change in the applicable U.S. Federal income tax
     law, in either case to the effect that, and based thereon such Opinion of
     Counsel shall confirm that, the Holders 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
     deposit and defeasance had not occurred;

          (viii) in the case of the covenant defeasance option, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States to the effect that the Holders will not recognize income, gain or
     loss for U.S. Federal income tax purposes as a result of such covenant
     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 covenant defeasance had not occurred; and

          (ix) 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 IX
     have been complied with.

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


                                       48
<PAGE>

Section 9.03 Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article IX. The Trustee 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
of, premium, if any, and interest on the Notes.

Section 9.04 Repayment to the Company.

     The Trustee and the Paying Agent shall promptly turn over to the Company
upon request any excess money or securities held by them at any time.

     Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,
thereafter, Holders entitled to the money shall look to the Company for payment
as general creditors.

Section 9.05 Indemnity for Government Obligations.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

Section 9.06 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article IX 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 obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to this Article IX 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 IX; provided,
however, that, if the Company has made any payment of interest on or principal
of any of the Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.

                                   ARTICLE X

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 10.01 Without Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture or the
Notes without the consent of any Holder:

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

          (ii) to provide for the assumption of the Company's obligations to the
     Holders in the case of a merger or consolidation pursuant to Article VI;


                                       49
<PAGE>

          (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 Code, or in a manner
     such that the uncertificated Notes are described in Section 163(f)(2)(B) of
     the Code);

          (iv) to add guarantees with respect to the Notes;

          (v) to secure the Notes;

          (vi) to add to the covenants of the Company and its Subsidiaries
     hereunder for the benefit of the Holders or to surrender any right or power
     conferred upon the Company;

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

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

     No amendment may be made to any provision of Article XI that would
adversely affect the rights of any holder of Senior Debt then outstanding unless
the holders of such Senior Debt (or their Representative) consent to such
change.

     Upon the request of the Company accompanied by a resolution of the Board of
Directors of the Company authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Sections 10.06 and 12.04, the Trustee shall join with the Company
in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be contained therein, but the Trustee
shall not be obligated to enter into such amended or supplemental Indenture
which affects its own rights, dudes or immunities under this Indenture or
otherwise.

     After an amendment, supplement or waiver under this Section 10.01 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing any such amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not in any way impair
or affect the validity of any such amended or supplement Indenture or waiver.
Subject to Section 7.04 and Section 7.07, the Holders of a majority in aggregate
principal amount of the Notes then outstanding may waive compliance by the
Company in any particular instance with any provision of this Indenture or the
Notes.

Section 10.02 With Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture, the
Notes or any amended or supplemental Indenture with the written consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a Lender
offer or exchange for the Notes) and any existing Event of Default and its
consequences 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


                                       50
<PAGE>

Notes then outstanding. However, without the consent of each Holder of an
outstanding Note affected thereby, any amendment, supplement or waiver may not,
among other things:

          (i) reduce the amount of Notes the Holders of which must consent to an
     amendment;

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

          (iii) reduce the principal of or extend the Stated Maturity of any
     Note;

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

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

          (vi) impair the right of any Holder of the Notes 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;

          (vii) make any change in Section 7.04 or Section 7.07 or the second
     sentence of this Section 10.02; or

          (viii) make any change in any provision of Article XI that adversely
     affects the interests of any Holder.

     Upon the request of the Company accompanied by a resolution of the Board of
Directors of the Company authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory with the Trustee of the consent of the Holders as aforesaid and
upon receipt by the Trustee of the documents described in Sections 10.06 and
12.04, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or 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 amended or supplemental Indenture.

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

     After an amendment, supplement or waiver under this Section 10.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing any such amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not in any way impair
or affect the validity of any such amended or supplemental Indenture or waiver.
Subject to Section 7.04 and Section 7.07, the Holders of a majority in aggregate
principal amount of the Notes then outstanding may waive compliance by the
Company in any particular instance with any provision of this Indenture or the
Notes.


                                       51
<PAGE>

Section 10.03 Compliance with Trust Indenture Act.

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

Section 10.04 Revocation and Effect of Consents and Waivers.

     Until an amendment, supplement or waiver becomes effective, a consent to
such amendment, supplement or waiver by a Holder is a continuing and binding
consent by the Holder and every subsequent Holder of the Notes or portion of a
Note that evidences the same Debt as the consenting Holder's Note, even if a
notation of the consent or waiver is not made on any Note. However, any such
Holder or subsequent Holder 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 shall become
effective in accordance with its terms and thereafter shall bind every Holder.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, such Persons which were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after
such record date.

Section 10.05 Notation On or Exchange of Notes.

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

Section 10.06 Trustee to Sign Amendments, Etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article X if the amendment or supplement 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 such amendment or supplement
the Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Officer's Certificate and an Opinion of
Counsel stating that such amendment or supplement is authorized or permitted
pursuant to this Indenture. The Company shall not sign any amendment or
supplemental Indenture until the Board of Directors approves any such amendment
or supplemental Indenture.

Section 10.07 Payment for Consents.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or


                                       52
<PAGE>

otherwise, to any Holder for or as an inducement to any consent, amendment,
supplement or waiver with respect to any term or provision of this Indenture or
the Notes, unless such consideration is offered to be paid or agreed to be paid
to all Holders that consent, waive or agree to amend or supplement in the time
frame set forth in the solicitation documents relating to any such consent,
waiver or agreement to amend or supplement.

                                   ARTICLE XI

                             SUBORDINATION OF NOTES

Section 11.01 Agreement to Subordinate.

     The Company agrees, and each Holder by accepting the Notes agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article XI, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt and that the subordination
is for the benefit of and enforceable by the holders of Senior Debt. The Notes
shall in all respects rank pari passu with all other Senior Subordinated Debt of
the Company and only Indebtedness of the Company which is Senior Debt shall rank
senior to the Notes in accordance with the provisions set forth herein. All
provisions of this Article XI shall be subject to Section 11.15 hereof.

Section 11.02 Payment Over of Proceeds Upon Dissolution; Etc.

     In the event of (i) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets; or (ii) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy; or (iii) any assignment for the benefit of creditors
or any other marshalling of assets or liabilities of the Company, then and in
any such event specified in clause (i), clause (ii) or clause (iii) above (each
such event, if any, herein sometimes referred to as a "Proceeding"):

    (1) the holders of Senior Debt will be entitled to receive payment of such
        Senior Debt in full in cash or Cash Equivalents before the Noteholders
        are entitled to receive any payment or distribution of cash, securities
        or other property with respect to the principal of, premium, (if any),
        or interest on or other obligations in respect of the Notes, or on
        account of any purchase or other acquisition of Notes by the Company
        (all such payments, distributions, purchases and acquisitions herein
        referred to, individually and collectively, as a "Notes Payment"), and
        to that end the holders of Senior Debt of the Company shall be entitled
        to receive, for application to the payment thereof, any Notes Payment
        which may be payable or deliverable in respect of the Notes in any such
        Proceeding; and

    (2) until the Senior Debt is paid in full in cash or Cash Equivalents, any
        Notes Payment to which Noteholders would be entitled but for this
        Article XI will be made to holders of such Senior Debt as their
        interests may appear. If a Notes Payment is made to Noteholders that,
        due to this Article XI should not have been made to them such
        Noteholders are required to hold it in trust for the holders of Senior
        Debt and pay it over to them as their interests may appear.


                                       53
<PAGE>

     In the event that, notwithstanding the foregoing provisions of this Section
11.02, the Trustee receives payment or distribution of assets of the Company of
any kind or character, before all the Senior Debt of the Company is paid in full
in cash or Cash Equivalents, then and in such event, such Notes Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt of the Company remaining unpaid, to the extent necessary to pay the
Senior Debt of the Company in full in cash or Cash Equivalents, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt of the Company.

     The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of all or substantially all of its properties and assets
as an entirety to another Person upon the terms and conditions set forth in
Article VI shall not be deemed a Proceeding for the purposes of this Section
11.02 if the person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer such properties
and assets as an entirety, as the case may be, shall, as part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article VI.

Section 11.03 No Payment When Senior Debt in Default.

     The Company may not make any Notes Payment or make any deposit pursuant to
the provisions described under Article IX if (i) any Senior Debt is not paid
when due or (ii) any other default on Senior Debt occurs and the maturity of
such Senior Debt is accelerated in accordance with its terms unless, in either
case, the default has been cured or waived or has ceased to exist and any such
acceleration has been rescinded or such Senior Debt has been discharged or paid
in full; provided, however, that the Company may make Notes Payments or make any
deposit pursuant to the provisions described under Article IX without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Senior Debt with respect to which
either of the events set forth in clause (i) or (ii) of the immediately
preceding sentence has occurred and is continuing. During the continuance of any
default (other than a default described in clause (i) or (ii) of the second
preceding sentence) (a "non-payment default") with respect to any Senior Debt
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
accelerations) or the expiration of any applicable grace periods, the Company
may not make Notes Payments for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
the holders of such Designated Senior Debt specifying an election to effect a
Payment Blockage Period and ending 179 days thereafter (or earlier if such
Payment Blockage Period is terminated (i) by written notice to the Trustee and
the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because Senior Debt has been discharged or repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence,
unless an event described in clause (i) or (ii) of the first sentence of this
paragraph has occurred, the Company may resume payments on the Notes after the
end of such Payment Blockage Period. The Notes shall not be subject to more than
one Payment Blockage Period in any consecutive 360-day period. For all purposes
of this paragraph, no non-payment default with respect to Senior Debt that
existed or was continuing on the date of


                                       54
<PAGE>

the commencement of any Payment Blockage Period with respect to the Senior Debt
initiating such Payment Blockage Period will be, or can be, made the basis for
the commencement of a second Payment Blockage Period, unless such default has
been cured or waived for a period of not less than 90 consecutive days.

     In the event that, notwithstanding the foregoing, the Company shall make
any Notes Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section 11.03, then and in such event, such Notes Payment
shall be paid over and delivered forthwith to the holders of the Senior Debt of
the Company remaining unpaid, to the extent necessary to pay in full in cash or
Cash Equivalents all the Senior Debt of the Company.

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

     The provisions of this Section 11.03 shall not apply to any Notes Payment
with respect to which Section 11.02 would be applicable.

Section 11.04 Acceleration of Payment of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of all Senior Debt (or
the Representative of such holders) of the acceleration. If any Senior Debt is
outstanding none of the Company or any Guarantor may pay the Notes until five
Business Days after the Representative of all Senior Debt receives notice of
such acceleration and, thereafter, may pay the Notes only if such payments are
otherwise permitted pursuant to this Article XI at such time.

Section 11.05 Payment Permitted If No Default.

     Nothing contained in this Article XI or elsewhere in this Indenture or in
any of the Notes shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 11.02 or under the conditions
described in Section 11.03, from making Notes Payments.

Section 11.06 Subrogation to Rights of Holders of Senior Debt.

     Subject to the payment in full of all amounts due or to become due on or in
respect of Senior Debt of the Company, or the provision for such payment, in
cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt of the Company, the Holders shall be subrogated (equally and ratably
with the holders of all Debt of the Company, if any, which by its express terms
is subordinated to Senior Debt of the Company to substantially the same extent
as the Notes are subordinated to the Senior Debt of the Company and is entitled
to like rights of subrogation by reason of any payments or distributions made to
holders of such Senior Debt) in right of payment to the rights of the holders of
such Senior Debt of the Company to receive payments and distributions of cash,
property and securities applicable to the Senior Debt of the Company until the
principal of (and premium, if any) and interest on the Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of the Company of any cash, property or securities to
which the Holders or the Trustee would be entitled except for the provisions of
this Article XI, and no payments over pursuant to the provisions of this Article
XI to the holders of Senior Debt of the


                                       55
<PAGE>

Company by Holders or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Debt and the Holders, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt of the Company.

Section 11.07 Provisions Solely to Define Relative Rights.

     The provisions of this Article XI are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Debt of the Company on the other hand. Nothing contained in
this Article XI or elsewhere in this Indenture or in the Notes is intended to or
shall (i) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders the principal of (and premium, if any)
and interest on the Notes as and when the same shall become due and payable in
accordance with their terms; or (ii) affect the relative rights against the
Company of the Holders and creditors of the Company other than the holders of
Senior Debt; or (iii) prevent the Trustee or the Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XI of the holders
of Senior Debt of the Company to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

Section 11.08 Trustee to Effectuate Subordination.

     Each Holder of a Note by such Holder's acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XI and appoints the Trustee his attorney-in-fact for any and all such
purposes. If the Trustee does not file a proper claim or proof of debt in the
form required in any bankruptcy, insolvency or receivership proceeding prior to
30 days before the expiration of the time to file such claim or claims, then the
holders of the Senior Debt or their Representative are hereby authorized to file
an appropriate claim for and on behalf of the Holders. Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Senior Debt or their
Representative to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arraignment, adjudication or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee for the holder of Senior Debt or their Representative to vote in respect
of the claim of any Holder in any such proceeding.

Section 11.09 No Waiver of Subordination Provisions.

     No right of any present or future holder of any Senior Debt of the Company
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of the Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Holders and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders to the holders of Senior Debt, do any one or more of the following: (a)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Debt or any instrument evidencing the same or any
agreement under which Senior Debt is outstanding; provided, however, that any
such alteration shall not increase the amount of Senior Debt


                                       56
<PAGE>

outstanding in a manner prohibited by this Indenture; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise of refrain from exercising any
rights against the Company or any other Person; provided, however, that in no
event shall any such actions limit the right of the Holder to take any action to
accelerate the maturity of the Notes in accordance with the provisions set forth
in Article V or to pursue any rights or remedies against the parties to the
Indenture under the Indenture or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article.

Section 11.10 Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes. Notwithstanding the provisions of this Article
XI or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which could prohibit the making of
any payment to or by the Trustee in respect of the Notes, unless and until the
Trustee shall have received written notice thereof specifically referencing this
Article XI from the Company or a holder of Senior Debt of the Company or from
any Representative or trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 8.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 11.10 at least three Business Days prior to the date upon which by the
terms hereof any money may became payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Note), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

     Subject to the provisions of Section 8.01, the Trustee and the Holders
shall be entitled to rely on the Representative for the holders of Senior Debt
for the purpose of ascertaining the Persons entitled to participate in any
payment or distribution pursuant to this Article XI. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Debt of the Company to
participate in any payment or distribution pursuant to this Article XI, the
Trustee may request each Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt of the Company held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of such
Person under this Article XI, and if such evidence is not finished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

Section 11.11 Reliance on Judicial Order or Certificate of Liquidating Age.

     Upon any payment or distribution of assets of the Company referred to in
this Article XI, the Trustee, subject to the provisions of Section 8.01, and the
Holders shall be entitled to rely upon any order or decree entered by any court
of competent jurisdiction in which such Proceeding is pending, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such


                                       57
<PAGE>

payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Debt of the Company and other Debt of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XI.

Section 11.12 Trustee Not Fiduciary for Holders of Senior Debt.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt of the Company and shall not be liable to any such holders if it
shall mistakenly in the absence of gross negligence or willful misconduct pay
over or distribute to Holders or to the Company or to any other Person cash,
property or securities to which any holders of Senior Debt of the Company shall
be entitled by virtue of this Article XI or otherwise. With respect to the
holders of Senior Debt of the Company, the Trustee undertakes to perform or to
observe only such of its covenants or obligations as are specifically set forth
in this Article XI and no implied covenants or obligations with respect to
holders of Senior Debt of the Company shall be read into this Indenture against
the Trustee.

Section 11.13 Rights of Trustee as holder of Senior Debt; Preservation of
Trustee's Rights.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XI with respect to any Senior Debt of the Company
which may at any time be held by it, to the same extent as any other holder of
Senior Debt of the Company, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     Nothing in this Article XI shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.07.

Section 11.14 Article XI Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XI shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XI in addition to or in place of the Trustee; provided,
however, that Section 11.13 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 11.15 Trust Moneys Not Subordinated.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
IX by the Trustee for the payment of principal of, premium, if any, and interest
on the Notes shall not be subordinated to the prior payment of any Senior Debt
or subject to the restrictions on this Article XI, and none of the Trustee or
the Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Debt of the Company or any other creditor of the Company.

Section 11.16 Reliance by holders of Senior Debt on Subordination Provisions.

     Each Holder by accepting a Note acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each


                                       58
<PAGE>

holder of any Senior Debt, whether such Senior Debt was created or acquired
before or after the issuance of the Notes, to acquire and continue to hold, or
to continue to hold, such Senior Debt and such holder of Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior Debt.

Section 11.17 Distribution or Notice to Representative.

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

Section 11.18 Article XI Not To Prevent Events of Default or Limit Right To
Accelerate.

     The failure to make a payment pursuant to the Notes by reason of any
provision in this Article XI shall not be construed as preventing the occurrence
of a Default. Nothing in this Article XI shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of the Notes.

                                  ARTICLE XII

                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

Section 12.02 Notices.

     Any notice or communication by the Company 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), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other's address:

          If to the Company:

    Goss Holdings, Inc.
    700 Oakmont Lane
    Westmont, Illinois 60559
    Telecopier No.:  (708) 850-5807
    Attention:  Chief Financial Officer

          If to the Trustee:

    HSBC Bank USA
    140 Broadway
    New York, NY 10005
    Telecopier No: (212) 658-6425
    Attention: Vice President - Issuer Services


                                       59
<PAGE>

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

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

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

     If a notice or communication is mailed in the manner set forth above within
the time prescribed, such notice or communication shall be deemed to be duly
given whether or not the addressee receives it.

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

Section 12.03 Communication by Holders with Other Holders.

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

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

          (ii) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all conditions and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant contained in this Indenture shall include:

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


                                       60
<PAGE>

          (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 or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether such condition or covenant has
     been satisfied; and

          (iv) a statement as to whether, in the opinion of such Person, such
     condition or covenant has been satisfied.

Section 12.06 Rules by Trustee and Agents.

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

Section 12.07 No Personal Liability of Directors, Officers, Employees,
              Incorporators and Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, 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. Each Holder by
accepting a Note waives and releases all such liability. Such waiver and release
form a part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

     THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

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

Section 12.10 Successors.

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


                                       61
<PAGE>

Section 12.11 Severabilily.

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

Section 12.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each such
signed copy shall be deemed to be an original, and all of such signed copies
together shall represent one and the same agreement.

Section 12.13 Table of Contents, Headings, Etc.

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


                                       62
<PAGE>

                                   SIGNATURES


Dated as of November __, 1999                 GOSS HOLDINGS, INC.


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


Dated as of November __, 1999                 HSBC BANK USA
                                                  as Trustee


                                              By:
                                                 ----------------------------
                                              Title:
<PAGE>

                                                                       EXHIBIT A

                               GOSS HOLDINGS, INC.

                   12 1/4% SENIOR SUBORDINATED NOTES DUE 2005

No. 1                                              Principal Amount $112,500,000

CUSIP No. 383413 AA 9

     GOSS HOLDINGS, INC., a Delaware corporation, promises to pay to CEDE & CO.
or registered assigns, the principal sum of $112,500,000 Dollars on November 19,
2005.

     Interest Payment Dates: May 19 and November 19.

     Record Dates: May 1 and November 1.

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

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

[Seal]


                                            GOSS HOLDINGS, INC.


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


                                            By
                                              ------------------------------

                                            Name:
                                            Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

HSBC BANK USA,
    as Trustee, certifies
    that this is one of the
    Notes referred to in the

    Indenture.

Dated:
      -------------------------------

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


                                      A-1
<PAGE>

                                       A-9

                              REVERSE SIDE OF NOTE

                   12 1/4% Senior Subordinated Notes Due 2005

1. Interest

     GOSS HOLDINGS, INC., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called "the Company"), promises to pay interest on the principal amount of this
Note at the rate per annum shown above provided, however, interest payments due
on and before November 19, 2001 shall be paid in the form of additional Notes
identical in form to this Note, in lieu of cash. The Company will pay interest,
whether in cash or in the form of additional Notes as aforesaid, semi-annually
on May 19 and November 19 of each year, commencing May 19, 2000. Interest on the
Notes will accrue from the most recent date to which interest has been paid, or,
if no interest has been paid, from November 19, 1999. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The Company shall pay
interest on overdue principal at the rate borne by the Notes and shall pay
interest on overdue installments of interest at such rate to the extent lawful.

2. Method of Payment

     The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered holders of Notes at the close of business on the
May 1 or November 1 next preceding the interest payment date even if Notes are
cancelled after the record date and on or before the interest payment date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company will pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder's registered address. On each Interest Payment Date on
and prior to November 19, 2001, the Trustee shall authenticate additional Notes
for original issuance to each Holder on the relevant Record Date in the
aggregate principal amount required to pay such interest. Additional Notes are
an additional obligation of the Company and shall be governed by, and entitled
to the benefits of, the Indenture (as such term is defined below) and shall be
subject to the terms of the Indenture and shall rank pari passu with and be
subject to the same terms (including the rate of interest from time to time
payable thereon) as this Note (except, as the case may be, with respect to the
issuance date and aggregate principal amount).

3. Paying Agent and Registrar

     Initially, HSBC Bank USA, a New York banking corporation (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.


                                      A-2
<PAGE>

4. Indenture

     The Company issued the Notes under an Indenture dated as of November 19,
1999 (the "Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date of the Indenture (the "TIA"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of those terms.

     The Notes are unsecured senior subordinated obligations of the Company
limited to $112,500,000 aggregate principal amount (except as otherwise provided
in Section 1 of this Note relating to the Company's option to make certain
interest payments on the Notes in the form of additional Notes). The Indenture
imposes certain limitations on the incurrence of additional indebtedness by the
Company and certain of its subsidiaries, the payment of dividends on, and the
redemption of, capital stock of the Company and certain of its Subsidiaries, the
making of Investments, restrictions on distributions from certain Subsidiaries,
the use of proceeds from the sale of assets and Subsidiary stock and
transactions with affiliates. The Indenture also restricts the ability of the
Company to consolidate or merge with or into, or to transfer all or
substantially all its assets to, another person.

5. Optional Redemption

     The Notes will be redeemable, at the Company's option, in whole or in part,
at any time and from time to time, upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each Holder's registered address, at
a redemption price (expressed as a percentage of principal amount), equal to
103.5%, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

     In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate and in compliance with the applicable legal and securities exchange
requirements, if any. If any Note is to be redeemed in part only, the notice of
redemption relating 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.

6. Notice of Redemption

     Notice of redemption shall be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1.00 if money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to
be redeemed on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Notes (or such portions
thereof) called for redemption.


                                      A-3
<PAGE>

7. Put Provisions

     Upon a Change of Control, any Holder will have the right to cause the
Company to repurchase all or any part of the Notes of such Holder at a purchase
price equal to, in the case of an Enterprise Valuation Event, 107% or, in all
other cases, 101% of the principal amount of the Notes to be repurchased plus
accrued interest to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the interest
payment date) as provided in, and subject to the terms of, the Indenture.

8. Subordination

     The Notes are subordinated to Senior Debt, as such term is defined in the
Indenture. To the extent provided in the Indenture, Senior Debt must be paid in
full in cash or Cash Equivalents before the Notes may be paid. The Company
agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give effect
to such subordination provisions and appoints the Trustee as attorney-in-fact
for such purpose.

9. Denominations, Transfer, Exchange

     The Notes are in registered form without coupons in denominations of $1.00
and integral multiples of $1.00 (except that, as provided in Section 1 of this
Note, additional Notes shall be issued in the amount of accrued and unpaid
interest on the Notes due on and before November 19, 2001). Holders may transfer
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Note
selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or any Notes for a period of 15 days
before a selection of Notes to be redeemed or 15 days before an interest payment
date.

10. Persons Deemed Owners

     The registered Holder of this Note may be treated as the sole owner of such
Note for all purposes.

11. Unclaimed Money

     Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent shall pay the money back to the Company at its request. After any such
payment, Holders entitled to the money must look only to the Company and not to
the Trustee or Paying Agent for payment as general creditors.

12. Discharge and Defeasance


                                      A-4
<PAGE>

     Subject to certain conditions, 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 and interest on the Notes to redemption or maturity, as the case
may be.

13. Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of at least
a majority in principal amount outstanding of the Notes; and (ii) any default or
compliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount of the Notes then outstanding. Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the Notes to cure
any ambiguity, omission, defect or inconsistency, or to comply with Article VI
of the Indenture, or to provide for uncertificated Notes, in addition to or in
place of certificated Notes, or to add guarantees with respect to the Notes or
add additional covenants or surrender rights and powers conferred on the
Company, or to make any change that would provide additional rights or benefits
to the Holders or that does not adversely affect the rights of any Holder or to
comply with requirements of the SEC in connection with the qualification of the
Indenture under the TIA.

14. Defaults and Remedies

     Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest; (ii) default in payment of principal on the Notes at
maturity, upon redemption, upon declaration, upon required repurchase or
otherwise; (iii) failure by the Company to comply with other covenants in the
Indenture or the Notes, in certain cases subject to notice and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Debt of the Company or any of its Subsidiaries if
the amount accelerated (or so unpaid) aggregates $10 million or more; (v)
certain events of bankruptcy or insolvency with respect to the Company and its
Significant Subsidiaries; and (vi) certain judgments or decrees for the payment
of money in excess of $10 million. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable immediately. Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events
of Default.

     Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding such notice is in the
interest of the Holders.


                                      A-5
<PAGE>

15. Trustee Dealings with the Company

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

16. No Recourse Against Others

     A past, present or future director, officer, employee or stockholder, as
such, of the Company or the Trustee shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations. By accepting a Note,
each Holder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.

17. Authentication

     This Note shall not be valid until an authorized signatory of the Trustee
(or an authenticating agent) manually signs the certificate of authentication on
the face of this Note.

18. Abbreviations

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19. Governing Law

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

20. CUSIP Numbers

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

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


                                      A-6
<PAGE>

     The Company will furnish to any Holder upon written request and without
charge to such Holder a copy of the Indenture which contains the text of this
Note in larger type.

Requests may be made to:

                               Goss Holdings, Inc.
                                700 Oakmont Lane,
                             Westmont Illinois 60559

                       Attention: Chief Financial Officer


                                      A-7
<PAGE>
================================================================================

                                 ASSIGNMENT FORM

     To assign this Note, complete the form below:

     I or we assign and transfer this Note to:

          [Print or type assignee's name, address and zip code]

          [Insert assignee's soc. sec. or tax I.D. No. ]

     and irrevocably appoint __________________________ 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.

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

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

Guaranteed:
           ---------------------------------
           (Signature must be guaranteed by an "eligible guarantor
           institution", that is, a bank, stockbroker, saving and loan
           association or credit union meeting the requirements of the
           Registrar, which requirements include membership or participation in
           the Securities Transfer Agents Medallion Program ("STAMP") or such
           other "signature guarantee program" as may be determined by the
           Registrar in addition to, or in substitution for, STAMP, all in
           accordance with the Securities Exchange Act of 1934, as amended.)


                                      A-8
<PAGE>

                   OPTION OF HOLDER OF NOTE TO ELECT PURCHASE

If you elect to have this Note purchased by the Company pursuant to Article IV,
check the box:

                                      [ ]

If you elect to have only part of this Note purchased by the Company pursuant to
Article IV, state the amount:

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

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

Guaranteed:
            --------------------------------------------------------------------
            (Signature must be guaranteed by an "eligible guarantor
            institution", that is, a bank, stockbroker, saving and loan
            association or credit union meeting the requirements of the
            Registrar, which requirements include membership or participation in
            the Securities Transfer Agents Medallion Program ("STAMP") or such
            other "signature guarantee program" as may be determined by the
            Registrar in addition to, or in substitution for, STAMP, all in
            accordance with the Securities Exchange Act of 1934, as amended.)


                                      A-9