<PAGE>


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




                                    INDENTURE

                           DATED AS OF AUGUST 9, 1999

                                      AMONG

                             GENTEK INC., AS ISSUER,

                         THE SUBSIDIARY GUARANTORS NAMED

                                     HEREIN

                                       AND

                U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE

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

                                  $200,000,000

                11% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A

                11% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B

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






<PAGE>


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                 INDENTURE
 ACT SECTION                                                                     SECTION
---------------                                                                 ---------
<S>                                                                                <C>
'SS'310(a)(1)..............................................................         7.10
       (a)(2)..............................................................         7.10
       (a)(3)..............................................................         N.A.
       (a)(4)..............................................................         N.A.
       (a)(5)..............................................................         7.08, 7.10
       (b).................................................................         7.08; 7.10; 13.02
       (c).................................................................         N.A.
'SS'311(a).................................................................         7.11
       (b).................................................................         7.11
       (c).................................................................         N.A.
'SS'312(a).................................................................         2.05
       (b).................................................................         13.03
       (c).................................................................         13.03
'SS'313(a).................................................................         7.06
       (b)(1)..............................................................         7.06
       (b)(2)..............................................................         7.06
       (c).................................................................         7.06; 13.02
       (d).................................................................         7.06
'SS'314(a).................................................................         4.11; 4.12; 13.02
       (b).................................................................         N.A.
       (c)(1)..............................................................         13.04
       (c)(2)..............................................................         13.04
       (c)(3)..............................................................         N.A.
       (d).................................................................         N.A.
       (e).................................................................         13.05
       (f).................................................................         N.A.
'SS'315(a).................................................................         7.01(b)
       (b).................................................................         7.05; 13.02
       (c).................................................................         7.01(a)
       (d).................................................................         7.01(c)
       (e).................................................................         6.11
'SS'316(a)(last sentence)..................................................         2.09
       (a)(1)(A)...........................................................         6.05
       (a)(1)(B)...........................................................         6.04
       (a)(2)..............................................................         N.A.
       (b).................................................................         6.07
       (c).................................................................         10.04
'SS'317(a)(1)..............................................................         6.08
       (a)(2)..............................................................         6.09
       (b).................................................................         2.04
'SS'318(a).................................................................         13.01
</TABLE>


----------------
N.A. means Not Applicable.

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






<PAGE>




                       TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
                          ARTICLE ONE

             DEFINITIONS AND INCORPORATION BY REFERENCE

<S>            <C>                                                                                <C>
SECTION 1.01.  Definitions..........................................................................1
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act...................................32
SECTION 1.03.  Rules of Construction...............................................................33

                         ARTICLE TWO

                       THE SECURITIES

SECTION 2.01.  Form and Dating.....................................................................33
SECTION 2.02.  Execution and Authentication........................................................35
SECTION 2.03.  Registrar and Paying Agent..........................................................36
SECTION 2.04.  Paying Agent To Hold Assets in Trust................................................36
SECTION 2.05.  Securityholder Lists................................................................37
SECTION 2.06.  Transfer and Exchange...............................................................37
SECTION 2.07.  Replacement Securities..............................................................38
SECTION 2.08.  Outstanding Securities..............................................................38
SECTION 2.09.  Treasury Securities.................................................................39
SECTION 2.10.  Temporary Securities................................................................39
SECTION 2.11.  Cancellation........................................................................40
SECTION 2.12.  Defaulted Interest..................................................................40
SECTION 2.13.  CUSIP Number........................................................................40
SECTION 2.14.  Deposit of Moneys...................................................................41
SECTION 2.15.  Book-Entry Provisions for Global Securities.........................................41
SECTION 2.16.  Registration of Transfers and Exchanges.............................................42

                        ARTICLE THREE

                         REDEMPTION

SECTION 3.01.  Notices to Trustee..................................................................48
SECTION 3.02.  Selection of Securities To Be Redeemed..............................................48
SECTION 3.03.  Notice of Redemption................................................................48
SECTION 3.04.  Effect of Notice of Redemption......................................................49
SECTION 3.05.  Deposit of Redemption Price.........................................................50
SECTION 3.06.  Securities Redeemed in Part.........................................................50
</TABLE>


                                      -i-





<PAGE>


<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
                        ARTICLE FOUR

                          COVENANTS

<S>            <C>                                                                                 <C>
SECTION 4.01.  Payment of Securities...............................................................50
SECTION 4.02.  Maintenance of Office or Agency.....................................................51
SECTION 4.03.  Transactions with Affiliates........................................................51
SECTION 4.04.  Limitation on Incurrence of Indebtedness and Preferred Equity Interests.............52
SECTION 4.05.  Disposition of Proceeds of Asset Sales..............................................55
SECTION 4.06.  Limitation on Restricted Payments...................................................57
SECTION 4.07.  Corporate Existence.................................................................61
SECTION 4.08.  Payment of Taxes and Other Claims...................................................62
SECTION 4.09.  Notice of Defaults..................................................................62
SECTION 4.10.  Maintenance of Properties and Insurance.............................................62
SECTION 4.11.  Compliance Certificate..............................................................63
SECTION 4.12.  Provision of Financial Information..................................................63
SECTION 4.13.  Waiver of Stay, Extension or Usury Laws.............................................64
SECTION 4.14.  Change of Control...................................................................64
SECTION 4.15.  Limitation on Senior Subordinated Indebtedness......................................65
SECTION 4.16.  Limitations on Dividend and Other Payment Restrictions Affecting Restricted
                   Subsidiaries....................................................................66
SECTION 4.17.  Designation of Unrestricted Subsidiaries............................................67
SECTION 4.18.  Limitation on Liens.................................................................68
SECTION 4.19.  Guaranty of Securities by Eligible Subsidiaries.....................................69

                        ARTICLE FIVE

               MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.  Mergers, Sale of Assets, etc........................................................70
SECTION 5.02.  Successor Corporation Substituted...................................................71

                         ARTICLE SIX

                    DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default...................................................................72
SECTION 6.02.  Acceleration........................................................................74
SECTION 6.03.  Other Remedies......................................................................75
SECTION 6.04.  Waiver of Default...................................................................75
SECTION 6.05.  Control by Majority.................................................................76
</TABLE>


                                      -ii-





<PAGE>


<TABLE>
<CAPTION>

                                                                                                  Page
                                                                                                  ----
<S>            <C>                                                                                 <C>
SECTION 6.06.  Limitation on Suits.................................................................76
SECTION 6.07.  Rights of Holders To Receive Payment................................................77
SECTION 6.08.  Collection Suit by Trustee..........................................................77
SECTION 6.09.  Trustee May File Proofs of Claim....................................................77
SECTION 6.10.  Priorities..........................................................................78
SECTION 6.11.  Undertaking for Costs...............................................................78

                        ARTICLE SEVEN

                           TRUSTEE

SECTION 7.01.  Duties of Trustee...................................................................79
SECTION 7.02.  Rights of Trustee...................................................................80
SECTION 7.03.  Individual Rights of Trustee........................................................81
SECTION 7.04.  Trustee's Disclaimer................................................................81
SECTION 7.05.  Notice of Defaults..................................................................81
SECTION 7.06.  Reports by Trustee to Holders.......................................................82
SECTION 7.07.  Compensation and Indemnity..........................................................82
SECTION 7.08.  Replacement of Trustee..............................................................83
SECTION 7.09.  Successor Trustee by Merger, etc....................................................84
SECTION 7.10.  Eligibility; Disqualification.......................................................85
SECTION 7.11.  Preferential Collection of Claims Against Company...................................85

                        ARTICLE EIGHT

                 SUBORDINATION OF SECURITIES

SECTION 8.01.  Securities Subordinated to Senior Indebtedness......................................85
SECTION 8.02.  No Payment on Securities in Certain Circumstances...................................86
SECTION 8.03.  Payment Over of Proceeds upon Dissolution, etc......................................87
SECTION 8.04.  Subrogation.........................................................................88
SECTION 8.05.  Obligations of Company Unconditional................................................89
SECTION 8.06.  Notice to Trustee...................................................................90
SECTION 8.07.  Reliance on Judicial Order or Certificate of Liquidating Agent......................90
SECTION 8.08.  Trustee's Relation to Senior Indebtedness...........................................91
SECTION 8.09.  Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
                  of Senior Indebtedness...........................................................91

SECTION 8.10.  Securityholders Authorize Trustee To Effectuate Subordination of Securities.........92
SECTION 8.11.  This Article Not To Prevent Events of Default.......................................92
SECTION 8.12.  Trustee's Compensation Not Prejudiced...............................................92
</TABLE>

                                      -iii-





<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>            <C>                                                                                 <C>
SECTION 8.13.  No Waiver of Subordination Provisions...............................................92
SECTION 8.14.  Subordination Provisions Not Applicable to Money Held in Trust for
                  Securityholders; Payments May Be Paid Prior to Dissolution.......................93

SECTION 8.15.  Acceleration of Securities..........................................................93

                        ARTICLE NINE

                   DISCHARGE OF INDENTURE

SECTION 9.01.  Termination of Company's Obligations................................................93
SECTION 9.02.  Application of Trust Money..........................................................95
SECTION 9.03.  Repayment to Company................................................................95
SECTION 9.04.  Reinstatement.......................................................................95

                       ARTICLE TEN

               AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.  Without Consent of Holders..........................................................96
SECTION 10.02.  With Consent of Holders.............................................................97
SECTION 10.03.  Compliance with Trust Indenture Act.................................................99
SECTION 10.04.  Revocation and Effect of Consents...................................................99
SECTION 10.05.  Notation on or Exchange of Securities..............................................100
SECTION 10.06.  Trustee To Sign Amendments, etc....................................................100

                        ARTICLE ELEVEN

                           GUARANTY

SECTION 11.01.  Unconditional Guaranty.............................................................100
SECTION 11.02.  Severability.......................................................................101
SECTION 11.03.  Release of a Subsidiary Guarantor..................................................101
SECTION 11.04.  Limitation of Subsidiary Guarantor's Liability.....................................102
SECTION 11.05.  Contribution.......................................................................102
SECTION 11.06.  Execution of Security Guaranty.....................................................103
SECTION 11.07.  Subordination of Subrogation and Other Rights......................................103
</TABLE>


                                      -iv-





<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
                        ARTICLE TWELVE

                   SUBORDINATION OF GUARANTY

<S>             <C>                                                                                <C>
SECTION 12.01.  Guaranty Obligations Subordinated to Guarantor Senior Indebtedness.................104
SECTION 12.02.  No Payment on Guaranties in Certain Circumstances..................................104
SECTION 12.03.  Payment Over of Proceeds upon Dissolution, etc.....................................105
SECTION 12.04.  Subrogation........................................................................106
SECTION 12.05.  Obligations of Subsidiary Guarantors Unconditional.................................107
SECTION 12.06.  Notice to Trustee..................................................................108
SECTION 12.07.  Reliance on Judicial Order or Certificate of Liquidating Agent.....................109
SECTION 12.08.  Trustee's Relation to Guarantor Senior Indebtedness................................109
SECTION 12.09.  Subordination Rights Not Impaired by Acts or Omissions of the
                   Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness...............109
SECTION 12.10.  Securityholders Authorize Trustee To Effectuate Subordination of Guaranty..........110
SECTION 12.11.  This Article Not To Prevent Events of Default......................................110
SECTION 12.12.  Trustee's Compensation Not Prejudiced..............................................110
SECTION 12.13.  No Waiver of Guaranty Subordination Provisions.....................................110
SECTION 12.14.  Payments May Be Paid Prior to Dissolution..........................................111

                       ARTICLE THIRTEEN

                         MISCELLANEOUS

SECTION 13.01.  Trust Indenture Act Controls.......................................................111
SECTION 13.02.  Notices............................................................................112
SECTION 13.03.  Communications by Holders with Other Holders.......................................113
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.................................113
SECTION 13.05.  Statements Required in Certificate or Opinion......................................114
SECTION 13.06.  Rules by Trustee, Paying Agent, Registrar..........................................114
SECTION 13.07.  Governing Law......................................................................114
SECTION 13.08.  No Recourse Against Others.........................................................115
SECTION 13.09.  Successors.........................................................................115
SECTION 13.10.  Counterpart Originals..............................................................115
SECTION 13.11.  Severability.......................................................................115
SECTION 13.12.  No Adverse Interpretation of Other Agreements......................................115
SECTION 13.13.  Legal Holidays.....................................................................115
</TABLE>

                                      -v-





<PAGE>


<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>               <C>                                                                                       <C>
SIGNATURES..................................................................................................S-1

EXHIBIT A         Form of Series A Security.................................................................A-1
EXHIBIT B         Form of Series B Security.................................................................B-1
EXHIBIT C         Form of Legend for Global Securities......................................................C-1
EXHIBIT D         Form of Transfer Certificate..............................................................D-1
EXHIBIT E         Form of Transfer Certificate for Institutional Accredited Investors.......................E-1
EXHIBIT F         Form of Certificate for Regulation S Transfers............................................F-1
</TABLE>

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

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

                                      -vi-





<PAGE>



                  INDENTURE dated as of August 9, 1999, among GENTEK INC., a
Delaware corporation (the "Company"), the Subsidiary Guarantors named herein
(the "Subsidiary Guarantors") and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee").

                  Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Securities:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

                  "Accounts Receivable Subsidiary" means any Subsidiary of the
Company that is, directly or indirectly, wholly owned by the Company (other than
director qualifying shares) and engaged solely in (i) purchasing, financing and
collecting accounts receivable obligations of customers of the Company or its
Subsidiaries, (ii) the sale or financing of such accounts receivable or
interests therein and (iii) other activities incident thereto.

                  "Acquired Indebtedness" means Indebtedness of a Person (a)
assumed in connection with an Acquisition from such Person or (b) existing at
the time such Person becomes a Restricted Subsidiary or is merged or
consolidated with or into the Company or any Restricted Subsidiary; provided
that (i) such Indebtedness was not Incurred by such Person in connection with or
in contemplation of such Acquisition, merger or consolidation or such Person
becoming a Restricted Subsidiary and (ii) Indebtedness of such Person which is
redeemed, defeased, retired or otherwise repaid at the time of or immediately
upon consummation of the transaction by which such Person becomes a Restricted
Subsidiary or at the time of such merger or consolidation or acquisition of
assets shall not be Acquired Indebtedness.

                  "Acquired Person" means, with respect to any specified Person,
any other Person which merges with or into or becomes a Restricted Subsidiary of
such specified Person.

                  "Acquisition" means (i) any capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) by the Company or any
Restricted Subsidiary to any other Person, or any acquisition or purchase of
Equity Interests of any other Person by the Company or any Restricted
Subsidiary, in either case pursuant to which such Person shall become a
Re-








<PAGE>
                                      -2-


stricted Subsidiary or shall be consolidated with or merged into the Company
or any Restricted Subsidiary or (ii) any acquisition by the Company or any
Restricted Subsidiary of the assets of any Person which constitute substantially
all of an operating unit or line of business of such Person or which is
otherwise outside of the ordinary course of business.

                  "Additional Interest" has the meaning provided in the
Registration Rights Agreement.

                  "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 purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that (i) beneficial ownership of 10.0% or more of the then
outstanding Voting Equity Interests of a Person shall be deemed to be control
for purposes of compliance with Section 4.03; and (ii) no individual, other than
a director of the Company or an officer of the Company with a policy making
function, shall be deemed an Affiliate of the Company or any of its
Subsidiaries, solely by reason of such individual's employment, position or
responsibilities by or with respect to the Company or any of its Subsidiaries.

                  "Affiliate Transaction" see Section 4.03.

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

                  "Asset Sale" means any direct or indirect sale, conveyance,
transfer, lease (that has the effect of a disposition) or other disposition
(including, without limitation, any merger, consolidation or sale-leaseback
transaction) to any Person other than the Company or a Restricted Subsidiary, in
one transaction or a series of related transactions, of (i) any Equity Interest
of any Restricted Subsidiary; (ii) any license, franchise or other authorization
of the Company or any Restricted Subsidiary that is material to the Company and
the Restricted Subsidiaries; (iii) any assets of the Company and the Restricted
Subsidiaries which constitute substantially all of an operating unit or line of
business of the Company or any Restricted Subsidiary; or (iv) any other property
or asset of the Company or any Restricted Subsidiary outside of the ordinary
course of business (including the receipt of proceeds paid on account of the
loss of or damage to any property or asset and awards of compensation for any
asset taken by condemnation, eminent domain or similar proceedings). For the
purposes of this definition, the term "Asset Sale" shall not include (a) any
transaction consummated in compliance with Section 5.01 or the creation of any
Lien not prohibited by Section 4.18; provided, that any transaction consummated
in compliance with Sec-









<PAGE>
                                      -3-


tion 5.01 involving a sale, conveyance, assignment, transfer, lease or other
disposal of less than all of the properties or assets of the Company shall be
deemed to be an Asset Sale with respect to the properties or assets of the
Company and the Restricted Subsidiaries that are not so sold, conveyed,
assigned, transferred, leased or otherwise disposed of in such transaction; (b)
sales and other dispositions of property or equipment that has become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or any Restricted Subsidiary; (c) surrender or waiver of
contractual rights or the settlement, release or surrender of contract, tort or
other claims of any kind; and (d) the licensing of intellectual property, or
leases or subleases to third parties not interfering in any material respect
with the business of the Company or any of the Restricted Subsidiaries. For
purposes of Section 4.05, the term "Asset Sale" shall not include (a) any
dividend or distribution made in compliance with Section 4.06; (b) any
Investment to the extent constituting a Restricted Payment which is subject to
and made in compliance with Section 4.06 or any Permitted Investment; provided
that if such Investment is part of a transaction or a series of transactions
involving an Investment or payment in addition to such Restricted Payment or
Permitted Investment, the balance of the transaction will be treated as an Asset
Sale; (c) any disposition or series of related dispositions for aggregate
consideration not to exceed $3.0 million; and (d) any sale, conveyance or
transfer of accounts receivable to an Accounts Receivable Subsidiary or in the
ordinary course of business on customary terms to third parties that are not
Affiliates of the Company or any Subsidiary of the Company for financing
purposes.

                  "Bankruptcy Law" see Section 6.01.

                  "Board of Directors" means the Board of Directors of the
Company or any Subsidiary Guarantor, as the case may be, or any authorized
committee of such Board of Directors.

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

                  "Business Day" means a day that is not a Saturday, a Sunday or
a day on which banking institutions in Chicago, Illinois or New York, New York
are not required to be open.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP.

                  "Cash Equivalents" means: (a) U.S. dollars, Canadian dollars,
the Euro and any other currency that is convertible into U.S. dollars or
Canadian dollars without legal










<PAGE>
                                      -4-


restrictions or that is utilized by the Company or any of the Restricted
Subsidiaries in the ordinary course of its business; (b) securities (including
repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations) issued or directly and fully guaranteed or insured by the
government of the United States, Canada or any country which has adopted the
Euro as its currency, or by any agency or instrumentality thereof, having
maturities of not more than 365 days from the date of acquisition; (c)
certificates of deposit and time deposits with maturities of 365 days or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
365 days and overnight bank deposits, in each case with any commercial bank
having capital and surplus in excess of $500.0 million (or the foreign currency
equivalent thereof); (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above or with any nationally recognized securities
dealer having total capital funds in excess of $100,000,000; (e) commercial
paper rated P-1, A-1 or the equivalent thereof by Moody's Investors Service,
Inc. or Standard & Poor's Corporation, respectively, or at least an equivalent
rating category of Duff & Phelps, and in each case maturing within 365 days
after the date of acquisition; and (f) investments in money market funds
complying with the risk limiting conditions of Rule 2a-7 or any successor rule
of the SEC under the Investment Company Act.

                  "Change of Control" means the occurrence of any of the
following: (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 in the aggregate, is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of a majority of the total voting power
of the Voting Equity Interests of the Company (including any successor thereto
under this Indenture); (b) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation involving the
Company), in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole to any
"person" (as such term is used in Section 13(d)(3) of the Exchange Act) other
than one or more Permitted Holders; (c) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Company was approved by a vote of 66 2/3% of the directors of the Company then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved or approved
by a vote of Permitted Holders who beneficially own, directly or indirectly, a
majority in the aggregate of the total voting power of the Voting Equity
Interests of the Company) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or (d) the adoption of a plan
relating to the liquidation or dissolution of the Company.









<PAGE>
                                      -5-


                  "Change of Control Date" see Section 4.14.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President, a Vice President or its Treasurer,
and by an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated EBITDA for the four
quarter period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of
the Company are available (the "Four Quarter Period") to (ii) Consolidated
Interest Expense for such Four Quarter Period; provided, however, that (1) if
the Company or any Restricted Subsidiary has Incurred any Indebtedness since the
beginning of such Four Quarter Period that remains outstanding on such date of
determination or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such Four Quarter Period shall be
calculated after giving effect on a pro forma basis to such Indebtedness as if
such Indebtedness had been Incurred on the first day of such Four Quarter Period
(except that in making such computation, the amount of Indebtedness under any
revolving credit facility outstanding on the date of such calculation shall be
computed based on (A) the average daily balance of such Indebtedness during such
Four Quarter Period or such shorter period for which such facility was
outstanding or (B) if such facility was created after the end of such Four
Quarter Period, the average daily balance of such Indebtedness during the period
from the date of creation of such facility to the date of such calculation) and
the discharge of any other Indebtedness repaid, repurchased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had
occurred on the first day of such Four Quarter Period, (2) without duplication,
if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness (each, a "discharge") since the beginning
of the Four Quarter Period that is no longer outstanding on such date of
determination or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case
other than Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and the related commitments
terminated), Consolidated Interest Expense for such Four Quarter Period shall be
calculated after giving effect on a pro forma basis to such discharge of
Indebtedness as if such discharge has occurred on the first day of such Four
Quarter Period, (3) if since the beginning of such Four Quarter Period the
Company or any Restricted Subsidiary shall have made any Asset Sale, the
Consolidated









<PAGE>
                                      -6-


EBITDA for such Four Quarter Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) directly attributable to the assets that are
the subject of such Asset Sale for such Four Quarter Period or increased by an
amount equal to the Consolidated EBITDA (if negative) directly attributable
thereto for such Four Quarter Period and Consolidated Interest Expense for such
Four Quarter Period shall be reduced by an amount equal to the Consolidated
Interest Expense directly attributable to any Indebtedness of the Company or any
Restricted Subsidiary repaid, repurchased or otherwise discharged with respect
to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Sale for such Four Quarter Period (or, if the Equity Interests of any
Restricted Subsidiary are sold, the Consolidated Interest Expense for such Four
Quarter Period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale), (4) if since the
beginning of such Four Quarter Period the Company or any Restricted Subsidiary
(by merger or otherwise) shall have made an Acquisition of assets, including any
Acquisition occurring in connection with a transaction causing a calculation to
be made hereunder, Consolidated EBITDA and Consolidated Interest Expense for
such Four Quarter Period shall be calculated after giving pro forma effect
thereto (including the Incurrence of any Indebtedness) as if such Acquisition
occurred on the first day of such Four Quarter Period and (5) if since the
beginning of such Four Quarter Period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such Four Quarter Period) shall have made any
Asset Sale or any Acquisition that would have required an adjustment pursuant to
clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary
during such Four Quarter Period, Consolidated EBITDA and Consolidated Interest
Expense for such Four Quarter Period shall be calculated after giving pro forma
effect thereto as if such Asset Sale or Acquisition occurred on, with respect to
any Acquisition, the first day of such Four Quarter Period and, with respect to
any Asset Sale, the day prior to the first day of such Four Quarter Period. For
purposes of this definition, whenever pro forma effect is to be given to an
Acquisition, the amount of income or earnings and any cost savings relating
thereto and the amount of Consolidated Interest Expense associated with any
Indebtedness Incurred in connection therewith, the pro forma calculations shall
be determined in accordance with Regulation S-X under the Securities Act. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account the operation of any agreement under which
Hedging Obligations relating to interest are outstanding applicable to such
Indebtedness). In giving effect to any Indebtedness to be Incurred, if such
Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a
rate of interest based on a prime or similar rate, a eurocurrency interbank
offered rate or other fixed or floating rate, the interest expense on such
Indebtedness shall be calculated by applying such optional rate as the









<PAGE>
                                      -7-


Company may designate. Interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate determined in good faith by a responsible financial
or accounting officer of the Company to be the rate of interest implicit in such
Capital Lease Obligation in accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, the Consolidated
Net Income for such period, minus (A) any non-cash item increasing Consolidated
Net Income during such period (other than any non-cash item arising from the
reversal of an accrual or reserve previously established in respect of a
non-cash item), plus, without duplication, (B) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Income
Tax Expense for such period; (ii) Consolidated Interest Expense for such period;
(iii) depreciation expense for such period; (iv) amortization expense for such
period (including, without limitation, goodwill and intangibles); (v) any
out-of-pocket costs and transaction expenses relating to the underwriting,
placement or arrangement for sale of Equity Interests of the Company or any
Restricted Subsidiary or Incurrences of Indebtedness of the Company or any
Restricted Subsidiary; (vi) net losses incurred in the retirement of
Indebtedness; (vii) all non-cash accruals or cash expenses relating to
issuances, grants of awards of stock, option, other equity-related interests or
other securities to employees, officers or directors in the ordinary course of
business; and (viii) all other non-cash items reducing Consolidated Net Income
for such period (other than any non-cash item requiring an accrual or a reserve
for cash disbursements in any future period); provided that, in determining
Consolidated EBITDA, there shall only be included that portion of the items
referred to in clause (A) or (B) related to, or arising in connection with, any
Person all of whose Equity Interests are not beneficially owned directly or
indirectly by the Company (a "Specified Person") that is proportionate to the
amount of the net income (loss) of the Specified Person included in Consolidated
Net Income for such period.

                  "Consolidated Income Tax Expense" means, with respect to the
Company for any period, the provision for federal, state, local and foreign
income taxes payable by the Company and the Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to the
Company for any period, without duplication, the sum of (i) the interest expense
of the Company and the Restricted Subsidiaries for such period as determined on
a consolidated basis in accordance with GAAP (excluding, except to the extent
provided in clause (b) or (d) below, amortization or write-off of debt issuance
costs), including, without limitation, (a) any amortization of debt discount,
(b) the net cost under Hedging Obligations relating to interest (including any
amortization of discounts), (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and (e) all
capitalized interest and all accrued in-








<PAGE>
                                      -8-


terest, and (ii) to the extent Incurred by the Company and the Restricted
Subsidiaries in such period but not included in such interest expense, without
duplication, (x) the interest component of Capital Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by the Company and the Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP and (y) dividends and distributions paid, accrued and/or
scheduled to be paid or accrued in respect of Disqualified Equity Interests or
Designated Preferred Stock of the Company or Preferred Equity Interests of any
Restricted Subsidiary (other than, in each case, (i) any such dividends or
distributions in Qualified Equity Interests of the Company or (ii) any such
dividends or distributions paid or payable to the Company or a Restricted
Subsidiary) during such period as determined on a consolidated basis in
accordance with GAAP. In determining Consolidated Interest Expense, there shall
only be included that portion of the items referred to in clause (i) or (ii)
related to, or arising in connection with, any Specified Person that is
proportionate to the amount of the net income (loss) of the Specified Person
included in Consolidated Net Income for such period.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company and the Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP; provided, however,
that there shall be excluded from such Consolidated Net Income: (i) any net
income (loss) of any Person that is not a Restricted Subsidiary, except that (A)
subject to the limitations 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 Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in clause
(iii) below) and (B) the Company's equity in a net loss of any such Person
(other than an Unrestricted Subsidiary) for such period shall be included in
determining such Consolidated Net Income; (ii) for purposes of Section 4.06, any
net income (loss) of any Person acquired by the Company or a Restricted
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition; (iii) any net income (loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions or loans
or advances by such Restricted Subsidiary, directly or indirectly, to the
Company except that (A) subject to the limitations contained in (iv) below, the
Company's equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash that could have been distributed or delivered by such Restricted
Subsidiary during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution as a loan or other advance if such receiving
Restricted Subsidiary would not itself be subject to such a restriction and in
the case of loans or other advances to the Company, that the Company's
obliga-









<PAGE>
                                      -9-


tions in respect of such loans or advances would be subordinated to the Notes
(it being understood that, in the case of a Joint Venture, any restriction
constituting a consent requirement of the other holders of Equity Interests in
such Joint Venture shall be deemed received, absent historical or stated intent
to the contrary), (B) the Company's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income but only up to the aggregate Investment of the Company or any
Restricted Subsidiary in such Restricted Subsidiary and (C) for so long as, and
during the periods when, such Restricted Subsidiary is a Subsidiary Guarantor,
the net income (loss) of such Restricted Subsidiary shall be included in
Consolidated Net Income; (iv) any gain or loss realized upon the sale or other
disposition of any asset of the Company or the Restricted Subsidiaries
(including pursuant to any sale/leaseback transaction) that is not sold or
otherwise disposed of in the ordinary course of business and any gain or loss
realized upon the sale or other disposition of any Equity Interests of any
Person; (v) the cumulative effect of a change in accounting principles; (vi) any
item classified as an extraordinary, unusual or nonrecurring gain, loss or
charge (including, but not limited to, any such item related to, or arising in
connection with the Spin-Off (as defined in the Offering Memorandum) or to any
Asset Sale or Acquisition by the Company or any Restricted Subsidiary after the
Issue Date), in each case on an after-tax basis; (vii) all deferred financing
costs written off and premiums paid in connection with any early extinguishment
of Indebtedness; (viii) the write-off of assets in connection with purchase
accounting of assets acquired by the Company and the Restricted Subsidiaries
(including assets acquired in an Acquisition) if such write-offs are done at the
time of, or within three months after, such acquisition, in each case to the
extent not involving a cash payment; and (ix) any non-cash compensation charge
arising from any grant of stock, stock options or other equity-based awards.

                  "Consolidated Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles shown on
the balance sheet of the Company and the Restricted Subsidiaries as of the most
recent date for which such a balance sheet is available, determined on a
consolidated basis in accordance with GAAP.

                  "consolidation" means the consolidation of the accounts of
each of the Restricted Subsidiaries with those of the Company in accordance with
GAAP consistently applied; provided, however, that "consolidation" will not
include consolidation of the accounts of any Unrestricted Subsidiary, but the
interest of the Company or any Restricted Subsidiary in an Unrestricted
Subsidiary will be accounted for as an investment. The term "consolidated" has a
correlative meaning.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 13.02 or such other address as the
Trustee may give notice to the Company.










<PAGE>
                                      -10-


                  "Credit Facility" means the Credit Agreement, dated as of
April 30, 1999, among the Company, Noma Inc., the lenders and agents named
therein and The Chase Manhattan Bank, as Administrative Agent, including any
deferrals, renewals, extensions, replacements, refinancings or refundings
thereof, or amendments, modifications or supplements thereto and any agreement
providing therefor (including any restatements thereof and any increases in the
amount of commitments thereunder), whether by or with the same or any other
lender, creditor, group of lenders or group of creditors, and including related
notes, guaranty and note agreements, collateral security documents and other
instruments and agreements executed in connection therewith. Without limiting
the generality of the foregoing, "Credit Facility" shall include any agreement
changing the maturity of the Indebtedness Incurred thereunder or contemplated
thereby, adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder, increasing the amount of Indebtedness Incurred thereunder
or available to be borrowed thereunder or otherwise altering the terms and
conditions thereof.

                  "Custodian" see Section 6.01.

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

                  "Defeasance Trust Payment" see Section 8.01.

                  "Depository" means, with respect to the Securities issued in
the form of one or more Global Securities, The Depository Trust Company or
another Person designated as Depository by the Company, which must be a clearing
agency registered under the Exchange Act.

                  "Designated Preferred Stock" means Preferred Equity Interests
(not constituting Disqualified Equity Interests) of the Company that are
designated as Designated Preferred Stock pursuant to an officer's certificate of
the Company delivered to the Trustee.

                  "Designated Senior Indebtedness" means (a) any Indebtedness
outstanding under the Credit Facility and (b) any other Senior Indebtedness
which, at the time of determination, has an aggregate principal amount
outstanding, together with any commitments to lend additional amounts, of at
least $25.0 million, if the instrument governing such Senior Indebtedness
expressly states that such Indebtedness is "Designated Senior Indebtedness" for
purposes of this Indenture and an officers' certificate of the Company setting
forth such designation by the Company has been filed with the Trustee.

                  "Designation" see Section 4.17.








<PAGE>
                                      -11-


                  "Designation Amount" see Section 4.17.

                  "Disqualified Equity Interest" means any Equity Interest to
the extent that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or, at the
option of the holder thereof, in whole or in part, redeemable or exchangeable
into Indebtedness on or prior to the Maturity Date; provided any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of a "change of
control" or "sale of assets" occurring prior to the final stated maturity of the
Securities shall not constitute Disqualified Equity Interests if the "change of
control" or "asset sale" provisions applicable to such Capital Stock are not
more favorable to the holders of such Capital Stock than Section 4.14 and
Section 4.05 and such provisions require an offer to purchase and are first
complied with; provided, further, that if such Equity Interest is issued
pursuant to any plan for the benefit of directors, officers or employees of the
Company or of any of its Subsidiaries (or by any such plan to such directors,
officers or employees), such Equity Interest shall not constitute a Disqualified
Equity Interest solely because it may be required to be repurchased by the
Company pursuant to customary provisions of the plan or in order to satisfy
applicable statutory or regulatory obligations.

                  "Eligible Subsidiary" means all Restricted Subsidiaries, other
than (i) Foreign Subsidiaries, (ii) Subsidiaries of Foreign Subsidiaries and
(iii) Accounts Receivable Subsidiaries.

                  "Equity Interest" in any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, and membership interests in such Person, including any Preferred Equity
Interests (but excluding debt securities convertible or exchangeable into any of
the foregoing).

                  "Equity Issuance" means any public or private issuance of
Equity Interests of the Company.

                  "ESOP" means an employee stock ownership plan for the benefit
of the employees of the Company or its Subsidiaries.

                  "Event of Default" see Section 6.01.










<PAGE>
                                      -12-


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

                  "Exchange Securities" means the 11% Senior Subordinated Notes
due 2009, Series B, to be issued in exchange for the Initial Securities pursuant
to the Registration Rights Agreement.

                  "Expiration Date" has the meaning set forth in the definition
of "Offer to Purchase" below.

                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of which is under
any compulsion to complete the transaction; provided that the Fair Market Value
of any such asset or assets shall be determined conclusively by the Board of
Directors of the Company acting in good faith, and shall be evidenced by
resolutions of the Board of Directors of the Company delivered to the Trustee.

                  "Fairness Opinion" see Section 4.03.

                  "Foreign Subsidiary" means (i) any Subsidiary of the Company
that is not organized under the laws of the United States of America or any
state thereof or the District of Columbia and conducts its principal operations
outside the United States and (ii) any Subsidiary of the Company that has no
material assets other than securities of one or more Foreign Subsidiaries and
other assets relating to an ownership interest in such securities or
Subsidiaries.

                  "Four Quarter Period" has the meaning set forth in the
definition of "Consolidated Coverage Ratio" above.

                  "Funding Guarantor " see Section 11.05.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the Issue Date (for purposes of the
definitions of the terms "Consolidated Coverage Ratio," "Consolidated EBITDA,"
"Consolidated Interest Expense," "Consolidated Tangible Assets" and
"Consolidated Net Income" and all defined terms in this Indenture to the extent
used in or relating to any of the foregoing definitions, and all ratios and
computations based on any of the foregoing definitions) and as in effect from
time to time (for all other purposes of this Indenture), including those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Ac-









<PAGE>
                                      -13-


counting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP as consistently applied.

                  "GCG" means The General Chemical Group Inc.

                  "GCIP" means General Chemical Industrial Products Inc.

                  "Global Securities" means one or more IAI Global Securities,
Regulation S Global Securities and 144A Global Securities.

                  "Guarantor Senior Indebtedness" means, at any date, (a) all
Obligations of a Subsidiary Guarantor under the Credit Facility; (b) all Hedging
Obligations of a Subsidiary Guarantor; (c) all Obligations of a Subsidiary
Guarantor under stand-by letters of credit; and (d) all Obligations under other
Indebtedness of a Subsidiary Guarantor including principal, premium, if any, and
interest on such Indebtedness, unless the instrument under which such
Indebtedness of a Subsidiary Guarantor for money borrowed is Incurred expressly
provides that such Indebtedness for money borrowed is not senior or superior in
right of payment to the Guaranties, and all renewals, extensions, modifications,
amendments or refinancings thereof. Notwithstanding the foregoing, Guarantor
Senior Indebtedness shall not include (a) to the extent that it may constitute
Indebtedness, any Obligation for federal, state, local, foreign or other taxes;
(b) any Indebtedness of a Subsidiary Guarantor to any Subsidiary of a Subsidiary
Guarantor, unless and for so long as such Indebtedness has been pledged to
secure Obligations under the Credit Facility or other Guarantor Senior
Indebtedness; (c) any Obligation in respect of any trade payable Incurred for
the purchase of goods or materials, or for services obtained, in the ordinary
course of business; (d) Indebtedness evidenced by the Guaranties; (e)
Indebtedness of a Subsidiary Guarantor that is expressly subordinate or junior
in right of payment to any other Indebtedness of a Subsidiary Guarantor; (f) to
the extent that it may constitute Indebtedness, any obligation owing under
leases (other than Capital Lease Obligations), subleases or licenses; and (g)
any obligation that by operation of law is subordinate to any general unsecured
obligations of a Subsidiary Guarantor.

                  "guaranty" means, as applied to any obligation, (i) a guaranty
(other than by endorsement of negotiable instruments for deposit or collection
in the ordinary course of business), direct or indirect, in any manner, of any
part or all of such obligation and (ii) an agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any way
the payment or performance (or payment of damages in the event of
non-performance) of all or any part of such obligation, including, without
limiting the foregoing, the payment of amounts drawn down by letters of credit.
A guaranty shall include,










<PAGE>
                                      -14-


without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

                  "Guaranty" or "Security Guarantee" see Section 11.01.

                  "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (ii) other agreements
or arrangements relating to fluctuations in interest rates and (iii) foreign
currency, commodity or energy hedge, exchange or similar agreements (agreements
referred to in this definition being referred to herein as "Hedging
Agreements").

                  "Holder" means the registered holder of any Security.

                  "IAI Global Security" means a permanent global security in
registered form representing the aggregate principal amount of Securities sold
to Institutional Accredited Investors.

                  "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guaranty or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall
have meanings correlative to the foregoing); provided, however, that (i) a
change in generally accepted accounting principles that results in an obligation
of such Person that exists at such time becoming Indebtedness shall not be
deemed an Incurrence of such Indebtedness and (ii) neither the accrual of
interest nor the accretion of original issue discount shall be deemed an
Incurrence of Indebtedness (although the amount of such accrual or accretion at
any date at which an outstanding amount of Indebtedness is to be calculated
shall be included in the calculation of such outstanding principal amount).
Indebtedness of any Acquired Person or any of its Subsidiaries existing at the
time such Acquired Person becomes a Restricted Subsidiary (or is merged into or
consolidated with the Company or any Restricted Subsidiary), whether or not such
Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Restricted Subsidiary (or
being merged into or consolidated with the Company or any Restricted
Subsidiary), shall be deemed Incurred at the time any such Acquired Person
becomes a Restricted Subsidiary or merges into or consolidates with the Company
or any Restricted Subsidiary.

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such Person
and whether or not con-









<PAGE>
                                      -15-


tingent, (a) every obligation of such Person for money borrowed; (b) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (d) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
and every conditional sale obligation (but excluding (x) trade accounts payable
incurred in the ordinary course of business and payable in accordance with
industry practices or (y) other accrued liabilities arising in the ordinary
course of business which are not overdue or which are being contested in good
faith); (e) every Capital Lease Obligation of such Person; (f) every net
obligation under Hedging Obligations of such Person; and (g) every obligation of
the type referred to in clauses (a) through (f) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor, guarantor or otherwise. Indebtedness (a) shall never be calculated
taking into account any cash and Cash Equivalents held by such Person; (b) shall
not include obligations of any Person (v) for federal, state, local or other
taxes, which are not overdue (taking account of any extensions) or subject to
dispute, (w) arising from reclamation obligations, or any bonding thereof
(unless required by and in compliance with applicable laws and regulations, to
the extent such reclamation obligations are due after the final Stated Maturity
of the Securities), (x) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds in the ordinary course of business, provided that such
obligations are extinguished within three Business Days of their Incurrence, (y)
resulting from the endorsement of negotiable instruments for collection in the
ordinary course of business and consistent with past business practices and (z)
under stand-by letters of credit to the extent collateralized by cash or Cash
Equivalents; (c) which provides that an amount less than the principal amount
thereof shall be due upon any declaration of acceleration thereof shall be
deemed to be Incurred or outstanding in an amount equal to the accreted value
thereof at the date of determination; (d) shall include the liquidation
preference and any mandatory redemption payment obligations (excluding currently
accruing dividends) in respect of any Disqualified Equity Interests or
Designated Preferred Equity Interests of the Company or any Preferred Equity
Interests of any Restricted Subsidiary; and (e) shall not include obligations
under performance bonds, performance guaranties, surety bonds and appeal bonds,
letters of credit or similar obligations, incurred in the ordinary course of
business. For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness denominated in
a foreign currency, the U.S. dollar-equivalent principal amount of such
Indebtedness Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was Incurred
if such Indebtedness is Incurred to refinance other Indebtedness denominated in
a foreign currency, and such refinancing would cause the applicable U.S.








<PAGE>
                                      -16-


dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. The principal amount of
any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
refinancing.

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

                  "Independent Financial Advisor" means a nationally recognized,
accounting, appraisal, investment banking firm or consultant that is, in the
judgment of the Company's Board of Directors, qualified to perform the task for
which it has been engaged (i) which does not, and whose directors, officers and
employees or Affiliates do not, have a direct or indirect financial interest in
the Company and (ii) which, in the judgment of the Board of Directors of the
Company, is otherwise independent and qualified to perform the task for which it
is to be engaged.

                  "Initial Purchasers" means Chase Securities Inc., Wasserstein
Perella Securities, Inc. and First Union Capital Markets Corp.

                  "Initial Securities" means the 11% Senior Subordinated Notes
due 2009, Series A, of the Company.

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

                  "interest" means, with respect to the Securities, the sum of
any cash interest and any Additional Interest on the Securities.

                  "Interest Payment Date" means each semiannual interest payment
date on February 1 and August 1 of each year, commencing February 1, 2000.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the January 15 and July 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                  "Investment" means, with respect to any Person, any direct or
indirect loan, advance, guaranty or other extension of credit (other than trade
receivables created on cus-









<PAGE>
                                      -17-


tomary terms in the ordinary course of business) or capital contribution to (by
means of transfers of cash or other property or assets to others or payments for
property or services for the account or use of others, or otherwise), or
purchase or acquisition of capital stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person. Unless the
context otherwise requires, the amount of any Investment shall be the original
cost of such Investment, plus the cost of all additions thereto, and minus the
amount of any portion of such Investment repaid to such Person in cash as a
repayment of principal or a return of capital, as the case may be, but without
any other adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment. In determining the
amount of any Investment constituting a guaranty, the maximum potential amount
of such guaranty shall be considered the amount of the Investment and, in
determining the amount of any Investment involving a transfer of any property or
asset other than cash, such property shall be valued at its Fair Market Value at
the time of such transfer. A guaranty of performance by the Company or any
Restricted Subsidiary in the delivery of the product or material requirements of
a customer or third party in the ordinary course of business shall not
constitute an Investment. If the Issuer or any of the Restricted Subsidiaries
sells or otherwise disposes of any Capital Stock of any direct or indirect
Restricted Subsidiary such that, after giving effect to any such sale or
disposition, such entity ceases to be a Subsidiary, the Issuer shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the Fair Market Value of the Capital Stock of such Restricted Subsidiary not
sold or disposed of.

                  "Issue Date" means the original issue date of the Securities,
August 9, 1999.

                  "Joint Venture" means any joint venture with respect to a
Related Business constituting a Subsidiary, involving the Company and one or
more Persons, to which the Company has contributed assets (whether in the form
of cash, property or services).

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

                  "Management Agreement" means the management agreement as in
effect on the Issue Date between the Company and Latona Associates Inc. (and its
permitted successors and assigns thereunder), as it may be amended, modified or
replaced after the Issue Date with the approval of a majority of the
disinterested directors of the Company in accordance with Section 4.03.

                  "Maturity Date" means August 1, 2009.








<PAGE>
                                      -18-


                  "Net Cash Proceeds" means the aggregate proceeds in the form
of cash or Cash Equivalents received by the Company or any Restricted Subsidiary
in respect of any Asset Sale, including all cash or Cash Equivalents received
upon any sale, liquidation or other exchange of proceeds of Asset Sales received
in a form other than cash or Cash Equivalents, net of (a) the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, underwriters or placement agents' fees, discounts
or commissions, sales commissions, and costs incurred in preparing the
respective properties or assets for sale) and any relocation or severance
expenses incurred as a result thereof; (b) taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements); (c) amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or assets that were the
subject of such Asset Sale; (d) amounts deemed, in good faith, appropriate by
the Board of Directors of the Company to be provided as a reserve, in accordance
with GAAP, against any liabilities associated with such assets which are the
subject of such Asset Sale (provided that the amount of any such reserves shall
be deemed to constitute Net Cash Proceeds at the time such reserves shall have
been released or are not otherwise required to be retained as a reserve); and
(e) with respect to Asset Sales by Restricted Subsidiaries, the portion of such
cash payments attributable to Persons holding a minority interest in such
Restricted Subsidiary.

                  "Obligations" means any principal, interest (including, with
respect to Designated Senior Indebtedness only, Post-Petition Interest),
penalties, fees, indemnifications, reimbursement obligations, damages and other
liabilities payable under the documentation governing any Indebtedness.

                  "Offer" has the meaning set forth in the definition of "Offer
to Purchase" below.

                  "Offer to Purchase" means a written offer (the "Offer") sent
by or on behalf of the Company by first-class mail, postage prepaid, to each
holder at his address appearing in the register for the Securities on the date
of the Offer offering to purchase up to the principal amount of Securities
specified in such Offer at the purchase price specified in such Offer (as
determined pursuant to this Indenture). Unless otherwise required by applicable
law, the Offer shall specify an expiration date (the "Expiration Date") of the
Offer to Purchase, which shall be not less than 20 Business Days nor more than
60 days after the date of such Offer, and a settlement date (the "Purchase
Date") for purchase of Securities to occur no later than five Business Days
after the Expiration Date. The Company shall notify the Trustee at least 15
Business Days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer of the Company's obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The Offer
shall contain all the information









<PAGE>
                                      -19-


required by applicable law to be included therein. The Offer shall also contain
information concerning the business of the Company and its Subsidiaries which
the Company in good faith believes will enable such Holders to make an informed
decision with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the documents required to be filed with the Trustee pursuant to
this Indenture (which requirements may be satisfied by delivery of such
documents together with the Offer), (ii) a description of material developments
in the Company's business subsequent to the date of the latest of such financial
statements referred to in clause (i) (including a description of the events
requiring the Company to make the Offer to Purchase), (iii) if applicable,
appropriate pro forma financial information concerning the Offer to Purchase and
the events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein). The Offer
shall contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Offer to Purchase. The Offer shall also state:
(1) the Section of this Indenture pursuant to which the Offer to Purchase is
being made; (2) the Expiration Date and the Purchase Date; (3) the aggregate
principal amount of the outstanding Securities offered to be purchased by the
Company pursuant to the Offer to Purchase (including, if less than 100%, the
manner by which such amount has been determined pursuant to the Section of this
Indenture requiring the Offer to Purchase) (the "Purchase Amount"); (4) the
purchase price to be paid by the Company for each $1,000 aggregate principal
amount of Securities accepted for payment (as specified pursuant to this
Indenture) (the "Purchase Price"); (5) that the Holder may tender all or any
portion of the Securities registered in the name of such Holder and that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount; (6) the place or places where Securities are to be
surrendered for tender pursuant to the Offer to Purchase; (7) that interest on
any Security not tendered or tendered but not purchased by the Company pursuant
to the Offer to Purchase will continue to accrue; (8) that on the Purchase Date
the Purchase Price will become due and payable upon each Security being accepted
for payment pursuant to the Offer to Purchase and that interest thereon shall
cease to accrue on and after the Purchase Date; (9) that each Holder electing to
tender all or any portion of a Security pursuant to the Offer to Purchase will
be required to surrender such Security at the place or places specified in the
Offer prior to the close of business on the Expiration Date (such Security
being, if the Company or the Trustee so requires, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing); (10) that Holders will be entitled to withdraw all
or any portion of Securities tendered if the Company (or its Paying Agent)
receives, not later than the close of business on the fifth Business Day next
preceding the Expiration Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the
Security the Holder tendered, the certificate number










<PAGE>
                                      -20-


of the Security the Holder tendered and a statement that such Holder is
withdrawing all or a portion of his tender; (11) that (a) if Securities in an
aggregate principal amount less than or equal to the Purchase Amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall
purchase all such Securities and (b) if Securities in an aggregate principal
amount in excess of the Purchase Amount are tendered and not withdrawn pursuant
to the Offer to Purchase, the Company shall purchase Securities having an
aggregate principal amount equal to the Purchase Amount on a pro rata basis
(with such adjustments as may be deemed appropriate so that only Securities in
denominations of $1,000 principal amount or integral multiples thereof shall be
purchased); and (12) that in the case of any Holder whose Security is purchased
only in part, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unpurchased portion
of the Security so tendered.

                  An Offer to Purchase shall be governed by and effected in
accordance with the provisions above pertaining to any Offer.

                  "Offering Memorandum" means the Company's Offering Memorandum
dated August 4, 1999 for $200,000,000 of Securities.

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

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of
the Company complying with Sections 11.04 and 11.05.

                  "144A Global Security" means a permanent global security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Rule 144A.

                  "Operating Partnership" means any Person (i) in which the
Company beneficially owns less than a majority of the Voting Equity Interests
and (ii) which has been organized for the purpose of engaging in a line or lines
of business similar to a line or lines of business of the Company or any
Restricted Subsidiary or in a Related Business.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.








<PAGE>
                                      -21-


                  "Pari Passu Debt" means Indebtedness of the Company or any
Subsidiary Guarantor that constitutes neither Senior Indebtedness or Guarantor
Senior Indebtedness, as applicable, nor Subordinated Indebtedness.

                  "Pari Passu Debt Pro Rata Share" means the amount of the
applicable Net Cash Proceeds obtained by multiplying the amount of such Net Cash
Proceeds by a fraction, (i) the numerator of which is the aggregate accreted
value and/or principal amount, as the case may be, of all Pari Passu Debt
outstanding at the time of the applicable Asset Sale with respect to which the
Company is required to use Net Cash Proceeds to repay or make an offer to
purchase or repay and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of all Securities outstanding at the time of the
applicable Asset Sale and (b) the aggregate principal amount or the aggregate
accreted value, as the case may be, of all Pari Passu Debt outstanding at the
time of the applicable Offer to Purchase with respect to which the Company is
required to use the applicable Net Cash Proceeds to offer to repay or make an
offer to purchase or repay.

                  "Participant" has the meaning set forth in Section 2.15.

                  "Paying Agent" has the meaning provided in Section 2.03.

                  "Payment Blockage Notice" see Section 8.02(a).

                  "Payment Blockage Period" see Section 8.02(a).

                  "Permitted Consideration" means consideration received in
connection with an Asset Sale consisting of (x) any Investment by the Company or
a Restricted Subsidiary made for strategic purposes in a customer, supplier,
competitor or a company engaged in a Related Business, provided that, at the
time of and after giving effect to such Asset Sale, the aggregate amount of all
such Investments treated as Permitted Consideration would not exceed 10% of
Consolidated Tangible Assets as of the most recent balance sheet date, (y)
Replacement Assets and (z) any combination of the foregoing.

                  "Permitted Designee" with respect to any Permitted Holder
means (A) a spouse or child or other lineal descendants (in the case of an
individual) of such Permitted Holder, (B) any trust principally for the benefit
of such Permitted Holder or a spouse or child or other lineal descendant of such
Permitted Holder, (C) in the event of death or incompetence of a Permitted
Holder, such Permitted Holder's estate, heirs, executor, administrator,
committee or other court appointed representative, (D) any foundation or
not-for-profit organization established by a Permitted Holder, or (E) any Person
so long as one or more Permitted Holders in the aggregate own a majority of the
Voting Equity Interests of such Person.








<PAGE>
                                      -22-


                  "Permitted Equity Incentive Payments" means (i) distributions,
loans or advances made by the Company to members of the Company's or its
Subsidiaries' management to the extent used to fund the repurchase, redemption
or other acquisition or retirement for value of any Equity Interests of the
Company held by any member of the Company's or any of its Subsidiaries'
management pursuant to any management equity subscription agreement or stock
option agreement in effect as of the date of this Indenture and as the same may
be amended, modified or replaced in accordance with Section 4.03; (ii) payments
of any amounts to an ESOP or other stock plan for employees of the Company or
any of its Subsidiaries; and (iii) payments to members of management of the
Company and its Subsidiaries pursuant to equity incentive plans of the Company
to the extent such payments are reflected as expenses in the calculation of
Consolidated Net Income; provided that the aggregate amount of payments made
under the preceding clauses (i), (ii) and (iii) shall not exceed the sum of $5.0
million in any calendar year plus the Net Cash Proceeds received by the Company
since the Issue Date from, or as a capital contribution from, the issuance or
sale to employees of the Company and its Subsidiaries of Qualified Equity
Interests, to the extent such Net Cash Proceeds are not and have not been
included in any calculation under clause (c)(2) of the first paragraph (a) or
under any clause (other than clause (v)) of the second paragraph of Section
4.06.

                  "Permitted Hedging Obligations" means any Hedging Obligations
that are Incurred (a) in the ordinary course of business and (b) for the purpose
of hedging (x) interest rate risk to the Company or any Restricted Subsidiary
with respect to any fixed or floating rate Indebtedness of the Company or any
Restricted Subsidiary (including all Hedging Obligations Incurred in connection
with the Credit Facility), (y) currency risk to the Company or any Restricted
Subsidiary in the ordinary course of business or (z) the risk to the Company and
the Restricted Subsidiaries of fluctuations in the cost of raw materials, energy
inputs or other commodities used in the ordinary course of business of the
Company and the Restricted Subsidiaries.

                  "Permitted Holder" means Paul M. Meister, Paul M. Montrone,
Richard R. Russell and their respective Permitted Designees.

                  "Permitted Indebtedness" see Section 4.04.

                  "Permitted Investments" means (a) any Investment in the
Company, any Restricted Subsidiary or a Person that becomes a Restricted
Subsidiary, or is merged with or into or consolidated with the Company or a
Restricted Subsidiary (provided the Company or a Restricted Subsidiary is the
survivor), as a result of or in connection with such Investment; (b) cash or
Cash Equivalents; (c) Investments in prepaid expenses, negotiable instruments
held for collection and lease, utility and workers' compensation, performance
and other similar deposits; (d) loans and advances to employees made in the
ordinary course of










<PAGE>
                                      -23-


business not to exceed $3.0 million in the aggregate at any one time
outstanding; (e) Permitted Hedging Obligations; (f) bonds, notes, debentures or
other securities received as consideration from any Asset Sale that is subject
to and made in compliance with Section 4.05, provided that, in the case of any
Permitted Consideration (excluding Replacement Assets) received from any Asset
Sale to the extent it exceeds 25% of the total consideration received from such
Asset Sale ("Excess Permitted Consideration"), such Excess Permitted
Consideration shall not be permitted under this clause (f) but rather must be
permitted under another clause or clauses of this definition or otherwise under
Section 4.06; (g) transactions with officers, directors and employees of the
Company or any Restricted Subsidiary entered into in compliance with Section
4.03 (including compensation or employee benefit arrangements with any such
director or employee); (h) any Investment to the extent that the consideration
paid by the Company or a Restricted Subsidiary therefor consists of Qualified
Equity Interests of the Company; (i) to the extent not otherwise included in
other clauses of this definition, Investments in Operating Partnerships or
Unrestricted Subsidiaries or Investments representing Excess Permitted
Consideration in an aggregate amount at any time outstanding not to exceed an
amount equal to (1) the greater of (x) $75.0 million or (y) 15.0% of
Consolidated Tangible Assets plus (2) to the extent not reinvested under this
clause (i), any cash return of capital (whether realized as a result of payments
from the respective Person in which the Permitted Investment was made, the
receipt of net cash proceeds from the sale of the respective Permitted
Investment or otherwise) realized on a Permitted Investment made after the Issue
Date pursuant to this clause (i) (provided such amount under this subclause (2)
shall be excluded from Consolidated Net Income for purposes of the covenant
described under Section 4.06; (j) securities or other Investments received in
settlement of debts created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary, or as a result of foreclosure, perfection
or enforcement of any Lien, or in satisfaction of judgments, including in
connection with any bankruptcy proceeding or other reorganization of another
Person; (k) receivables owing to the Company or any Restricted Subsidiary
created in the ordinary course; (l) Investments in the form of the sale (on a
"true sale" non-recourse basis, other than customary securitization
undertakings) or the servicing of receivables transferred from the Company or
any Restricted Subsidiary, or transfers of cash, to an Accounts Receivable
Subsidiary as a capital contribution or in exchange for Indebtedness of such
Accounts Receivable Subsidiary or cash and Investments by an Accounts Receivable
Subsidiary incurred in connection with the sale or financing of accounts
receivable, in each case in the ordinary course of business and on customary
terms; (m) Investments in the Securities; and (n) Investments in any Person not
to exceed $20.0 million at any time outstanding.

                  "Permitted Junior Securities" means any securities of the
Company or any other Person provided for by a plan of reorganization or
readjustment succeeding to the assets and liabilities of the Company that are
(i) equity securities without special covenants or (ii) subordinated in right of
payment to all Senior Indebtedness that may at the time be out-









<PAGE>
                                      -24-


standing, to substantially the same extent as, or to a greater extent than, the
Securities are subordinated as provided in this Indenture, in any event pursuant
to a court order so providing and as to which (a) the rate of interest on such
securities shall not exceed the effective rate of interest on the Securities on
the date of this Indenture, (b) such securities shall not be entitled to the
benefits of covenants or defaults materially more beneficial to the holders of
such securities than those in effect with respect to the Securities on the Issue
Date and (c) such securities shall not provide for amortization (including
sinking fund and mandatory prepayment provisions) commencing prior to the date
one year following the final scheduled maturity date of the Senior Indebtedness
(as modified by the plan of reorganization or readjustment pursuant to which
such securities are issued); provided that, in each case with respect to clauses
(i) and (ii) above, (x) if a new corporation results from any such
reorganization or readjustment, such corporation assumes all Senior Indebtedness
that will be outstanding after giving effect thereto and (y) the rights of the
holders of the Senior Indebtedness are not, without the consent of such holders,
altered or impaired, including, without limitation, such rights being impaired
within the meaning of Section 1124 of Title 11 of the United States Code, or any
impairment of the right to receive interest accruing during the pendency of a
bankruptcy or insolvency proceeding, including proceedings under Title 11 of the
United States Code.

                  "Permitted Liens" means (a) Liens on property of a Person
existing at the time such Person becomes a Subsidiary of the Company (or at the
time the Company or a Restricted Subsidiary acquires such property) or is merged
into or consolidated with the Company or any Restricted Subsidiary; provided,
however, that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not secure any property or assets of the Company
or any Restricted Subsidiary other than the property or assets subject to the
Liens prior to such merger or consolidation; (b) Liens imposed by law such as
carriers', warehousemen's and mechanics' Liens and other similar Liens arising
in the ordinary course of business which secure payment of obligations not more
than 60 days past due or which are being contested in good faith and by
appropriate proceedings; (c) Liens existing on the Issue Date or provided for
under written arrangements existing on the Issue Date; (d) Liens securing only
the Securities; (e) Liens in favor of the Company or any Restricted Subsidiary;
(f) Liens for taxes, assessments or governmental charges or claims that are not
yet delinquent or the nonpayment of which in the aggregate would not reasonably
be expected to have a material adverse effect on the Company and the Restricted
Subsidiaries or that are being contested in good faith by appropriate
proceedings; provided, however, that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (g)
easements, reservation of rights of way, restrictions and other similar
easements, licenses, restrictions on the use of properties, or minor
imperfections of title that in the aggregate do not in any case materially
detract from the properties subject thereto or interfere with the ordinary
conduct of the business of the Com-










<PAGE>
                                      -25-


pany and the Restricted Subsidiaries; (h) pledges, deposits or Liens in
connection with workers' compensation, unemployment insurance and other social
security and other similar legislation or other insurance-related obligations
(including, without limitation, pledges or deposits securing liability to
insurance carriers under insurance or self-insurance arrangements); (i) pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government
or other contracts (other than for borrowed money), obligations for utilities,
leases, licenses, statutory obligations, completion guarantees, surety,
judgment, appeal or performance bonds, other similar bonds, instruments or
obligations, and other obligations of a like nature incurred in the ordinary
course of business; (j)(A) mortgages, liens, security interests, restrictions,
encumbrances or any other matters of record that have been placed by any
developer, landlord or other third party on property over which the Company or
any Restricted Subsidiary has easement rights or on any leased property and
subordination or similar agreements relating thereto and (B) any condemnation or
eminent domain proceedings affecting any real property; (k) Liens arising out of
judgments, decrees, orders or awards not constituting any Event of Default in
respect of which the Company shall in good faith be prosecuting an appeal or
proceedings for review, which appeal or proceedings shall not have been finally
terminated, or if the period within which such appeal or proceedings may be
initiated shall not have expired; (l) Liens securing Hedging Obligations
Incurred in compliance with Section 4.04; (m) Liens securing Purchase Money
Indebtedness; provided, however, that (I) such Liens secure Indebtedness in an
amount not in excess of the original purchase price or the original cost of any
such assets or repair, addition or improvement thereto (plus an amount equal to
the reasonable fees and expenses in connection with the incurrence of such
Indebtedness), (II) such Liens do not extend to any other assets of the Company
or the Restricted Subsidiaries (and, in the case of repair, addition or
improvements to any such assets, such Lien extends only to the assets (and
improvements thereto or thereon) repaired, added to or improved), (III) the
Incurrence of such Indebtedness is permitted by Section 4.04 and (IV) such Liens
attach within 180 days of such purchase, construction, installation, repair,
addition or improvement; (n) Liens to secure Indebtedness permitted by clause
(iv) of the definition of "Permitted Indebtedness"; (o) Liens to secure any
refinancings, renewals, extensions, modifications or replacements (collectively,
"refinancing") (or successive refinancings), in whole or in part, of any
Indebtedness secured by Liens referred to in this definition (other than clause
(v)) so long as such Lien does not extend to any other property (other than
improvements thereto or proceeds or dividends or distributions in respect
thereof); (p) Liens securing letters of credit entered into in the ordinary
course of business and consistent with past business practice; (q) Liens on and
pledges of the Equity Interests of any Unrestricted Subsidiary securing any
Indebtedness of such Unrestricted Subsidiary; (r) Liens securing Acquired
Indebtedness, provided that such Liens do not extend to any other assets or
property of the Company or any Restricted Subsidiary; (s) leases, subleases,
licenses or sublicenses to third parties; (t) any Lien with respect to the
Equity Interests of any joint venture or similar arrangement pursuant










<PAGE>
                                      -26-


to any joint venture or similar agreement; (u) Liens to secure Indebtedness or
other obligations of an Accounts Receivable Subsidiary; and (v) other Liens
securing up to $20.0 million of Indebtedness (other than Subordinated
Indebtedness or Pari Passu Indebtedness).

                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of the Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of the Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable fees, underwriting
discount, premiums and all other costs and expenses incurred in connection
therewith); (ii) except in the case of Senior Indebtedness or Indebtedness of a
Restricted Subsidiary, such Permitted Refinancing Indebtedness has a final
maturity date not earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Securities, such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and is subordinated in right of
payment to, the Securities on terms at least as favorable to the Holders as
those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) if such
Indebtedness being extended, refinanced, renewed, defeased or refunded,
constitutes Preferred Equity Interests of a Restricted Subsidiary or
Disqualified Equity Interests then the Permitted Refinancing Indebtedness shall
also constitute Capital Stock of the respective issuer of the Capital Stock
being extended, refinanced, renewed, replaced, defeased or refunded.

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

                  "Physical Securities" means one or more certificated
Securities in registered form.

                  "Post-Petition Interest" means, with respect to any
Indebtedness of any Person, all interest accrued or accruing on such
Indebtedness after the commencement of any bankruptcy, insolvency or liquidation
proceeding against such Person in accordance with and at the contract rate
(including, without limitation, any rate applicable upon default)









<PAGE>
                                      -27-


specified in the agreement or instrument creating, evidencing or governing such
Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim
for such interest is allowed as a claim in such bankruptcy, insolvency or
liquidation proceeding.

                  "Preferred Equity Interest," in any Person, means an Equity
Interest of any class or classes (however designated) which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Equity Interests of any other class in such Person. Preferred Equity
Interests of any Acquired Person or any of its Subsidiaries existing at the time
such Acquired Person becomes a Restricted Subsidiary (or is merged into or
consolidated with the Company or any Restricted Subsidiary) shall be deemed
issued at such time.

                  "principal" of a debt security means the principal of the
security, plus, when appropriate, the premium, if any, on the security.

                  "Private Exchange Securities" have the meaning provided in
Sections 2(b) of the Registration Rights Agreement.

                  "Private Placement Legend" means the legend initially set
forth on the Initial Securities in the form set forth on Exhibit A hereto.

                  "Purchase Agreement" means the Purchase Agreement dated as of
August 3, 1999 by and among the Company, the Subsidiary Guarantors and the
Initial Purchasers.

                  "Purchase Amount" has the meaning set forth in the definition
of "Offer to Purchase" above.

                  "Purchase Date" has the meaning set forth in the definition of
"Offer to Purchase" above.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company or any Restricted Subsidiary Incurred for the purpose of financing all
or any part of the acquisition (whether directly or through the acquisition of
the Equity Interests of any Person), leasing, construction or improvement of any
property, plant or equipment used in the business of the Company or any
Restricted Subsidiary; provided that the aggregate principal amount of such
Indebtedness does not exceed such purchase price or cost.

                  "Purchase Price" has the meaning set forth in the definition
of "Offer to Purchase" above.

                  "Qualified Equity Interest" in any Person means any Equity
Interest in such Person other than any Disqualified Equity Interest.









<PAGE>
                                      -28-


                  "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

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

                  "redemption price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption pursuant to this
Indenture as set forth in the form of Security annexed hereto as Exhibit A.

                  "Registrar" see Section 2.03.

                  "Registration" means a registered exchange offer for the
Securities by the Company or other registration of the Securities under the
Securities Act pursuant to and in accordance with the terms of the Registration
Rights Agreement.

                  "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of the date hereof by and among the
Company, the Subsidiary Guarantors and the Initial Purchasers.

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

                  "Regulation S Global Security" means the Regulation S
Temporary Global Security and the Regulation S Permanent Global Security.

                  "Regulation S Permanent Global Security" means a permanent
global security in registered form representing the outstanding principal amount
of the Regulation S Temporary Global Security upon expiration of the Restricted
Period.

                  "Regulation S Temporary Global Security" means a temporary
global security in registered form representing the aggregate principal amount
of Securities sold in reliance on Regulation S.

                  "Related Business" means (a) those businesses in which the
Company or any of the Restricted Subsidiaries is engaged on the Issue Date, or
that are similar or reasonably related, complementary or incidental thereto or
extensions or developments thereof and (b) any business (the "Other Business")
which forms a part of a business (the "Acquired Business") which is acquired by
the Company or any of the Restricted Subsidiaries if a portion of the Acquired
Business meets the requirements of clause (a) of this definition.

                  "Replacement Assets" means (i) properties and capital assets
acquired, constructed or improved by the Company or a Restricted Subsidiary for
use in their business or










<PAGE>
                                      -29-


in a Related Business, or (ii) Equity Interests in any Person acquired in an
Acquisition if such Person thereby becomes a Restricted Subsidiary.

                  "Required Filing Dates" see Section 4.12.

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

                  "Restricted Payments" see Section 4.06.

                  "Restricted Period" means the "distribution compliance period"
applicable to the Company described in Regulation S.

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Security is a Restricted Security.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that has not been designated by the Board of Directors of the Company, by a
Board Resolution of the Company delivered to the Trustee, as an Unrestricted
Subsidiary pursuant to Section 4.17. Any such designation may be revoked by a
Board Resolution of the Company delivered to the Trustee, subject to the
provisions of Section 4.17. An Accounts Receivable Subsidiary shall not
constitute a Restricted Subsidiary.

                  "Revocation" see Section 4.17.

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

                  "SEC" or "Commission" means the Securities and Exchange
Commission.

                  "Securities" means, collectively, the Initial Securities, the
Private Exchange Securities and the Unrestricted Securities treated as a single
class of securities, as amended or supplemented from time to time in accordance
with the terms of this Indenture.

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

                  "Securityholder" has the same meaning as Holder.

                  "Senior Indebtedness" means, at any date, (a) all Obligations
of the Company under the Credit Facility; (b) all Hedging Obligations of the
Company; (c) all Obligations











<PAGE>
                                      -30-


of the Company under stand-by letters of credit; and (d) all Obligations under
other Indebtedness of the Company including principal, premium, if any, and
interest on such Indebtedness, unless the instrument under which such
Indebtedness of the Company for money borrowed is Incurred expressly provides
that such Indebtedness for money borrowed is not senior or superior in right of
payment to the Securities, and all renewals, extensions, modifications,
amendments or refinancings thereof. Notwithstanding the foregoing, Senior
Indebtedness shall not include (a) to the extent that it may constitute
Indebtedness, any Obligation for federal, state, local, foreign or other taxes;
(b) any Indebtedness of the Company to any Subsidiary of the Company, unless and
for so long as such Indebtedness has been pledged to secure Obligations under
the Credit Facility or other Senior Indebtedness; (c) any Obligation in respect
of any trade payable Incurred for the purchase of goods or materials, or for
services obtained, in the ordinary course of business; (d) Indebtedness
evidenced by the Securities; (e) Indebtedness of the Company that is expressly
subordinate or junior in right of payment to any other Indebtedness of the
Company; (f) to the extent that it may constitute Indebtedness, any obligation
owing under leases (other than Capital Lease Obligations), subleases or licenses
or Management Agreements; and (g) any obligation that by operation of law is
subordinate to any general unsecured obligations of the Company.

                  "Separation Agreements" means, collectively, the Separation
Agreement dated as of April 15, 1999 among the Company, GCG, General Chemical
Corporation and General Chemical, the Employee Benefits Agreement dated April
28, 1999 between the Company and GCG, the Transition Support Agreement dated as
of April 28, 1999 between the Company and GCG, the Intellectual Property
Agreement dated as of April 28, 1999 between the Company, GCG, General Chemical
Corporation and General Chemical and the Tax Sharing Agreement dated April 1999
between the Company and GCG, and the Sublease Agreement, dated as of April 28,
1999, between General Chemical Corporation and GCIP, as the same may be amended,
modified or replaced in accordance with the Indenture.

                  "Shareholder Registration Rights Agreement" means the
Registration Rights Agreement dated as of April 14, 1999, between General
Chemical Group and Paul M. Montrone, as assumed by the Company with respect to
the Capital Stock of the Company owned or held by Paul M. Montrone and his
permitted Designees and Affiliates, as the same may be amended, modified,
supplemented or restated from time to time.

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








<PAGE>
                                      -31-


                  "Subordinated Indebtedness" means, with respect to the
Company, any Indebtedness of the Company which is expressly subordinated in
right of payment to the Securities.

                  "Subsidiary" means, with respect to any Person, (a) any
corporation of which the outstanding Voting Equity Interests having at least a
majority of the votes entitled to be cast in the election of directors shall at
the time be owned, directly or indirectly, by such Person, or (b) any other
Person of which at least a majority of Voting Equity Interests are at the time,
directly or indirectly, owned by such first named Person.

                  "Subsidiary Guarantor" means each Person that Incurs a
Guaranty pursuant to this Indenture in accordance with the terms hereof;
provided that upon the release or discharge of such Person from its Guaranty in
accordance with this Indenture, such Person ceases to be a Subsidiary Guarantor.

                  "Taxes" means any federal, state, local or foreign taxes,
charges or assessments.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
'SS''SS' 77aaa-77bbbb), as amended, as in effect on the date of this Indenture
(except as provided in Section 10.03) until such time as this Indenture is
qualified under the TIA, and thereafter as in effect on the date on which this
Indenture is qualified under the TIA.

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

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

                  "United States Government Obligations" means direct
non-callable obligations of the United States of America for the payment of
which the full faith and credit of the United States is pledged.

                  "Unrestricted Securities" means one or more Securities that do
not and are not required to bear the Private Placement Legend in the form set
forth in Exhibit A hereto,










<PAGE>
                                      -32-


including, without limitation, the Exchange Securities and any Securities
registered under the Securities Act pursuant to and in accordance with the
Registration Rights Agreement.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 4.17. Any such designation may be revoked
by a Board Resolution of the Company delivered to a Trustee, subject to the
provisions of Section 4.17.

                  "Unutilized Net Cash Proceeds" see Section 4.05(a).

                  "Voting Equity Interests" means Equity Interests in a
corporation or other Person either (x) with voting power under ordinary
circumstances entitling the holders thereof to vote for the election of the
Board of Directors or other governing body of such corporation or Person or (y)
for purposes of the definition of "Change of Control" only, directly or
indirectly accompanied with other rights to direct the policies, management or
affairs of such Person pursuant to contract or otherwise.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (b) the then outstanding
aggregate principal amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the outstanding Equity Interests (other than directors'
qualifying shares) of which are owned, directly or indirectly, by the Company.

SECTION 1.02.   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:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the
Guaranties.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.








<PAGE>
                                      -33-


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

                  "obligor" on the indenture securities means the Company, a
Subsidiary Guarantor or any other obligor on the Securities.

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

SECTION 1.03.  Rules of Construction.

                  Unless the context otherwise requires:

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles in effect from time to time, and any other reference in this
         Indenture to "generally accepted accounting principles" refers to GAAP;

                  (3) "or" is not exclusive;

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

                  (5) provisions apply to successive events and transactions;
         and

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

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.  Form and Dating.

                  The Initial Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities and the Trustee's certificate of authentication thereof
shall be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may









<PAGE>
                                      -34-


have notations, legends or endorsements (including the Security Guarantee)
required by law, stock exchange rule or usage. The Company and the Trustee shall
approve the form of the Securities and any notation, legend or endorsement
(including the Security Guarantee) on them. Each Security shall be dated the
date of its issuance and shall show the date of its authentication.

                  Securities offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more 144A Global Securities and
Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Regulation S Temporary Global Securities,
substantially in the form set forth in Exhibit A hereto, deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided with Guaranties of the
Subsidiary Guarantors and shall bear the legend set forth in Exhibit C hereto.
The aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

                  The Restricted Period for the Regulation S Temporary Global
Security shall be terminated upon the receipt by the Trustee of (i) a written
certificate from the Depository, together with copies of certificates from the
Euroclear System and Cedel Bank certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Security (except to the extent of
any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion
of Counsel. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Security shall be exchanged for
beneficial interests in the Regulation S Permanent Global Security.
Simultaneously with the authentication of the Regulation S Permanent Global
Security, the Trustee shall cancel the Regulation S Temporary Global Security.
The aggregate principal amount of the Regulation S Temporary Global Security and
the Regulation S Permanent Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall
be applicable to transfers of beneficial interests in the Regulation S Temporary
Global Security and the Regulation S Permanent Global Security that are held by
participants through Euroclear or Cedel Bank.










<PAGE>
                                      -35-


SECTION 2.02.  Execution and Authentication.

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

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

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

                  The Trustee shall authenticate (i) Initial Securities for
original issue in an aggregate principal amount not to exceed $200,000,000, (ii)
Private Exchange Securities from time to time only in exchange for a like
principal amount of Initial Securities and (iii) Unrestricted Securities from
time to time only in exchange for (A) a like principal amount of Initial
Securities or (B) a like principal amount of Private Exchange Securities, in
each case upon a written order of the Company in the form of an Officers'
Certificate. Each such written order shall specify the amount of Securities to
be authenticated and the date on which the Securities are to be authenticated,
whether the Securities are to be Initial Securities, Private Exchange Securities
or Unrestricted Securities and whether the Securities are to be issued as
Physical Securities or Global Securities and such other information as the
Trustee may reasonably request. The aggregate principal amount of Securities
outstanding at any time may not exceed $200,000,000, except as provided in
Sections 2.07 and 2.08.

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

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities. Any such appointment shall
be evidenced by an instrument in writing signed by a Trust Officer, a copy of
which instrument shall be promptly furnished to the Company. Unless otherwise
provided in the appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An










<PAGE>
                                      -36-


authenticating agent shall have the same rights as an Agent to deal with the
Company and Affiliates of the Company.

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

SECTION 2.03.   Registrar and Paying Agent.

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange (the "Registrar"), (b)
Securities may be presented or surrendered for payment (the "Paying Agent") and
(c) notices and demands in respect of the Securities and this Indenture may be
served. The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company, upon notice to the Trustee, may appoint one
or more co-Registrars and one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent. Except as provided herein, the
Company or any of its 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. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed.

SECTION 2.04.   Paying Agent To Hold Assets in Trust.

                  The Company shall require each Paying Agent, other than the
Trustee, to agree in writing that each Paying Agent shall hold in trust, for the
benefit of Holders or the Trustee, all assets held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any Default by the Company in making any such payment. The Company at
any time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the









<PAGE>
                                      -37-


Paying Agent shall have no further liability for such assets. If the Company,
any of its Subsidiaries or any of their respective Affiliates acts as Paying
Agent, it shall, on or before each due date of the principal of or interest on
the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of principal or interest on
any Security and remaining unclaimed for two years after such principal and
interest has become due and payable shall be paid to the Company at its request,
or, if then held by the Company, shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, unless an applicable abandoned property
law designates another person and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

SECTION 2.05.   Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee before each Interest Record Date and at such other times
as the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of Holders, which
list may be conclusively relied upon by the Trustee.

SECTION 2.06.   Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Securities or to exchange such Securities for an
equal principal amount of Securities of other authorized denominations of the
same series, the Registrar or co-Registrar shall register the transfer or make
the exchange as requested if its requirements for such transaction are met;
provided, however, that the Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar or co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing. To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Securities at the Registrar's or co-Registrar's
written request. No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such










<PAGE>
                                      -38-


transfer taxes or other governmental charge payable upon exchanges or transfers
pursuant to Section 2.02, 2.10, 3.06, 4.05, 4.14, or 10.05). The Registrar or
co-Registrar shall not be required to register the transfer or exchange of any
Security (i) during a period beginning at the opening of business 15 days before
the mailing of a notice of redemption of Securities and ending at the close of
business on the day of such mailing and (ii) selected for redemption in whole or
in part pursuant to Article Three hereof, except the unredeemed portion of any
Security being redeemed in part.

                  Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee and any Agent of the Company shall
treat the person in whose name the Security is registered as the owner thereof
for all purposes whatsoever whether or not the Security shall be overdue, and
neither the Company, the Trustee nor any such Agent shall be affected by notice
to the contrary. Any Holder of a beneficial interest in a Global Security shall,
by acceptance of such beneficial interest in a Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book-entry system maintained by the Depository (or its agent), and
that ownership of a beneficial interest in a Global Security shall be required
to be reflected in a book entry.

SECTION 2.07.   Replacement Securities.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements for replacement of Securities
are met. If required by the Company or the Trustee, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of both the
Company and the Trustee, to protect the Company, the Trustee and any Agent from
any loss which any of them may suffer if a Security is replaced. The Company may
charge such Holder for any tax or governmental charge that may be imposed in
relation thereto and for its reasonable out-of-pocket expenses in replacing a
Security, including reasonable fees and expenses of counsel.

                  Every replacement Security is an additional obligation of the
Company.

SECTION 2.08.   Outstanding Securities.

                  Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee except those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 2.09, a Security does not cease to be
outstanding because the Company or any of its Affiliates holds the Security.








<PAGE>
                                      -39-


                  If a Security is replaced pursuant to Section 2.07 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section
2.07.

                  If on a Redemption Date, Purchase Date or the Maturity Date
the Paying Agent holds money sufficient to pay all of the principal and interest
due on the Securities (or part thereof) payable on that date, and is not
prohibited from paying such money to the Holders pursuant to the terms of this
Indenture, then on and after that date such Securities (or part thereof) cease
to be outstanding and interest on them ceases to accrue.

SECTION 2.09.   Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, the Subsidiary Guarantors or any of their
respective Affiliates shall be disregarded, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that a Trust Officer of the
Trustee actually knows are so owned shall be disregarded.

                  The Company shall notify the Trustee, in writing, when it, any
Subsidiary Guarantor or any of its Affiliates repurchases or otherwise acquires
Securities, of the aggregate principal amount of such Securities so repurchased
or otherwise acquired.

SECTION 2.10.   Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
receipt of a written order of the Company in the form of an Officers'
Certificate. The Officers' Certificate shall specify the amount of temporary
Securities to be authenticated and the date on which the temporary Securities
are to be authenticated.

                  Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate upon receipt of a written order
of the Company pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.








<PAGE>
                                      -40-


SECTION 2.11.   Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel, and at the written direction of the
Company, dispose of and deliver evidence of such disposal of all Securities
surrendered for transfer, exchange, payment or cancellation. Subject to Section
2.07, the Company may not issue new Securities to replace Securities that it has
paid or delivered to the Trustee for cancellation. If the Company or any
Subsidiary Guarantor shall acquire any of the Securities, such acquisition shall
not operate as a redemption or satisfaction of the Indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.11.

SECTION 2.12.   Defaulted Interest.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate of interest then borne by the Securities. The
Company shall, to the extent lawful, pay interest on overdue installments of
interest from time to time on demand at the rate of interest then borne by the
Securities.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest to the Persons who are Holders on a
subsequent special record date, which date shall be the fifteenth day preceding
the date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

                  Notwithstanding the foregoing, any interest which is paid
prior to the expiration of the 30-day period set forth in Section 6.01(b) shall
be paid to Holders as of the Interest Record Date for the Interest Payment Date
for which interest has not been paid.

SECTION 2.13.   CUSIP Number.

                  The Company in issuing the Securities will use a "CUSIP"
number if generally in use and, if so, the Trustee shall use the 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









<PAGE>
                                      -41-


printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities. The Company shall
promptly notify the Trustee of any changes in CUSIP numbers.

SECTION 2.14.   Deposit of Moneys.

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

SECTION 2.15.   Book-Entry Provisions for Global Securities.

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

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

                  (b) Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Securities may
be transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.16; provided,
however, that Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in Global Securities if (i) the
Company notifies the Trustee that the Depository is unwilling or unable to
continue as Depository for any Global Security and a successor Depository is not
appointed by the Company within 90 days of such notice, (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
Physical Securities or (iii) an Event of Default has occurred









<PAGE>
                                      -42-


and is continuing and the Registrar has received a request from the Depository
to issue Physical Securities, provided that in no event shall the Regulation S
Temporary Global Security be exchanged by the Company for Physical Securities
prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the Securities
Act as stated in an Opinion of Counsel.

                  (c) In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Securities shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written
instructions from the Company authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in the
Global Securities, an equal aggregate principal amount of Physical Securities of
authorized denominations.

                  (d) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(c) of this Section 2.15 shall, except as otherwise provided by Section 2.16,
bear the Private Placement Legend.

                  (e) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

SECTION 2.16.   Registration of Transfers and Exchanges.

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

                  (i) to register the transfer of the Physical Securities; or

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

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the Physical
Securities presented or surrendered for Registration of transfer or exchange:

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








<PAGE>
                                      -43-


                 (II) in the case of Physical Securities the offer and sale of
         which have not been registered under the Securities Act, such Physical
         Securities shall be accompanied, in the sole discretion of the Company,
         by the following additional information and documents, as applicable:

                  (A)      if such Physical Security is being delivered to the
                           Registrar or co-Registrar by a Holder for
                           Registration in the name of such Holder, without
                           transfer, a certification from such Holder to that
                           effect (substantially in the form of Exhibit D
                           hereto); or

                  (B)      if such Physical Security is being transferred to a
                           QIB in accordance with Rule 144A, a certification to
                           that effect (substantially in the form of Exhibit D
                           hereto); or

                  (C)      if such Physical Security is being transferred to an
                           Institutional Accredited Investor, delivery of a
                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and a transferee letter of
                           representation substantially in the form of Exhibit E
                           hereto and, at the option of the Company or the
                           Trustee, an Opinion of Counsel reasonably
                           satisfactory to the Company or the Trustee, as the
                           case may be, to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (D)      if such Physical Security is being transferred in
                           reliance on Regulation S, delivery of a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and a transferor certificate for Regulation
                           S transfer substantially in the form of Exhibit F
                           hereto and, at the option of the Company or the
                           Trustee, an Opinion of Counsel reasonably
                           satisfactory to the Company or the Trustee, as the
                           case may be, to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (E)      if such Physical Security is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and,
                           at the option of the Company or the Trustee, an
                           Opinion of Counsel reasonably satisfactory to the
                           Company or the Trustee, as the case may be, to the
                           effect that such transfer is in compliance with the
                           Securities Act; or

                  (F)      if such Physical Security is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a










<PAGE>
                                      -44-


                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and, at the option of the
                           Company or the Trustee, an Opinion of Counsel
                           reasonably acceptable to the Company or the Trustee,
                           as the case may be, to the effect that such transfer
                           is in compliance with the Securities Act.

                  (b) Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security. A Physical Security the offer and sale
of which has not been registered under the Securities Act may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

                  (A)      certification, substantially in the form of Exhibit D
                           hereto, that such Physical Security is being
                           transferred (I) to a QIB, (II) to an Accredited
                           Investor, (III) in an offshore transaction in
                           reliance on Regulation S and, with respect to (II)
                           and (III), at the option of the Company or the
                           Trustee, an Opinion of Counsel reasonably acceptable
                           to the Company or the Trustee, as the case may be, to
                           the effect that such transfer is in compliance with
                           the Securities Act; and

                  (B)      written instructions directing the Registrar or
                           co-Registrar to make, or to direct the Depository to
                           make, an endorsement on the applicable Global
                           Security to reflect an increase in the aggregate
                           amount of the Securities represented by the Global
                           Security,

then the Registrar or co-Registrar shall cancel such Physical Security and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. If no 144A Global Security, IAI
Global Security or Regulation S Global Security, as the case may be, is then
outstanding, the Company shall, unless either of the events in the proviso to
Section 2.15(b) have occurred and are continuing, issue and the Trustee shall,
upon written instructions from the Company in accordance with Section 2.02,
authenticate such a Global Security in the appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor; provided, however, that, prior to the expiration








<PAGE>
                                      -45-


of the Restricted Period, transfers of beneficial interests in the Regulation S
Temporary Global Security may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon receipt by the
Registrar or Co-Registrar of written instructions, or such other instruction as
is customary for the Depository, from the Depository or its nominee, requesting
the registration of transfer of an interest in a 144A Global Security, an IAI
Global Security or a Regulation S Global Security, as the case may be, to
another type of Global Security, together with the applicable Global Securities
(or, if the applicable type of Global Security required to represent the
interest as requested to be transferred is not then outstanding, only the Global
Security representing the interest being transferred), the Registrar or
Co-Registrar shall cancel such Global Securities (or Global Security) and the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate new Global Securities of
the types so canceled (or the type so canceled and applicable type required to
represent the interest as requested to be transferred) reflecting the applicable
increase and decrease of the principal amount of Securities represented by such
types of Global Securities, giving effect to such transfer. If the applicable
type of Global Security required to represent the interest as requested to be
transferred is not outstanding at the time of such request, the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate a new Global Security of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.

                  (d) Transfer of a Beneficial Interest in a Global Security for
a Physical Security.

                  (i) Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Physical Security; provided, however, that prior to the Registration, a
         transferee that is a QIB or Institutional Accredited Investor may not
         exchange a beneficial interest in Global Security for a Physical
         Security; provided that in no event shall Physical Securities be issued
         upon the transfer or exchange of beneficial interests in the Regulation
         S Temporary Global Security prior to (x) the expiration of the
         Restricted Period and (y) the receipt by the Registrar of any
         certificates required pursuant to Rule 903 under the Securities Act as
         stated in an Opinion of Counsel. Upon receipt by the Registrar or
         co-Registrar of written instructions, or such other form of
         instructions as is customary for the Depository, from the Depository or
         its nominee on behalf of any Person (subject to the previous sentence)
         having a beneficial interest in a Global Security and upon receipt by
         the Trustee of a written order or such other form of instructions as is
         customary for the Depository or the Person designated by the Depository
         as having such a beneficial interest containing registration
         instructions and, in the case of any such transfer or exchange of a
         beneficial interest in Securities the offer and









<PAGE>
                                      -46-


         sale of which have not been registered under the Securities Act, the
         following additional information and documents:

                  (A)      if such beneficial interest is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and,
                           at the option of the Company, an Opinion of Counsel
                           reasonably satisfactory to the Company to the effect
                           that such transfer is in compliance with the
                           Securities Act; or

                  (B)      if such beneficial interest is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, at the option of the Company, an
                           Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act,

         then the Registrar or co-Registrar will cause, in accordance with the
         standing instructions and procedures existing between the Depository
         and the Registrar or co-Registrar, the aggregate principal amount of
         the applicable Global Security to be reduced and, following such
         reduction, the Company will execute and, upon receipt of an
         authentication order in the form of an Officers' Certificate in
         accordance with Section 2.02, the Trustee will authenticate and deliver
         to the transferee a Physical Security in the appropriate principal
         amount.

                 (ii) Securities issued in exchange for a beneficial interest in
         a Global Security pursuant to this Section 2.16(d) shall be registered
         in such names and in such authorized denominations as the Depository,
         pursuant to instructions from its direct or indirect participants or
         otherwise, shall instruct the Registrar or co-Registrar in writing. The
         Registrar or co-Registrar shall deliver such Physical Securities to the
         Persons in whose names such Physical Securities are so registered.

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

                  (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, ex-









<PAGE>
                                      -47-


change or replacement of Securities bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver only Securities that bear the Private
Placement Legend unless, and the Trustee is hereby authorized to deliver
Securities without the Private Placement Legend if, (i) there is delivered to
the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act; (ii) such Security has been sold pursuant to an effective
registration statement under the Securities Act (including pursuant to a
Registration); or (iii) the date of such transfer, exchange or replacement is
two years after the later of (x) the Issue Date and (y) the last date that the
Company or any affiliate (as defined in Rule 144 under the Securities Act) of
the Company was the owner of such Securities (or any predecessor thereto).

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

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Participants
or beneficial owners of interest in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar








<PAGE>


                                      -48-


                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.   Notices to Trustee.

                  If the Company wants to redeem Securities pursuant to
paragraph 5 or 6 of the Securities at the applicable redemption price set forth
thereon, it shall notify the Trustee in writing of the Redemption Date and the
principal amount of Securities to be redeemed. The Company shall give such
notice to the Trustee at least 10 days before giving notice of such Redemption
pursuant to Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee in writing), together with an Officers' Certificate stating that such
redemption will comply with the conditions contained herein.

SECTION 3.02.   Selection of Securities To Be Redeemed.

                  If less than all of the Securities are to be redeemed pursuant
to paragraph 5 of the Securities, the Trustee shall select the Securities to be
redeemed in compliance with the requirements of the national securities
exchange, if any, on which the Securities are listed or, if the Securities are
not then listed on a national securities exchange, on a pro rata basis, by lot
or in such other manner as the Trustee shall deem fair and appropriate.
Selection of the Securities to be redeemed pursuant to paragraph 6 of the
Securities shall be made by the Trustee only on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of the Depository)
based on the aggregate principal amount of Securities held by each Holder,
unless such method is otherwise prohibited. The Trustee shall make the selection
from the Securities then outstanding, subject to redemption and not previously
called for redemption.

                  The Trustee may select for redemption pursuant to paragraph 5
or 6 of the Securities portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company in writing promptly of the
Securities or portions of Securities to be redeemed.

SECTION 3.03.   Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder whose Secu-







<PAGE>


                                      -49-


rities are to be redeemed at such Holder's registered address; provided,
however, that notice of a redemption pursuant to paragraph 6 of the Securities
shall be mailed to each Holder whose Securities are to be redeemed no later than
90 days after the date of the Closing of the relevant Equity Issuance.

                  Each notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number thereon) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent to which the
         Securities are to be surrendered for redemption;

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

                  (5) that, unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders is to receive payment of the redemption price upon surrender to
         the Paying Agent; and

                  (6) in the case of any redemption pursuant to paragraph 5 or 6
         of the Securities, if any Security is being redeemed in part, the
         portion of the principal amount of such Security to be redeemed and
         that, after the Redemption Date, upon surrender of such Security, a new
         Security or Securities in principal amount equal to the unredeemed
         portion thereof will be issued.

                  At the Company's request, the Trustee shall give the notice of
redemption on behalf of the Company, in the Company's name and at the Company's
expense.

SECTION 3.04.   Effect of Notice of Redemption.

                  Once a notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price, plus accrued interest thereon, if any, to the Redemption Date,
but interest installments whose maturity is on or prior to such Redemption Date
shall be payable to the Holders of record at the close of business on the
relevant Interest Record Date.







<PAGE>


                                      -50-


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 is its own Paying Agent, shall, on or
before the Redemption Date, segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee
for cancellation.

                  On and after Redemption Date, if money sufficient to pay the
redemption price of the Securities called for redemption is deposited by the
Company to the Paying Agent, the Securities (or portions thereof) called for
redemption will cease to accrue interest and the only remaining right of the
Holders will be to receive payment of the redemption price, and subject to the
last sentence of this Section 3.05, any accrued and unpaid interest to the
Redemption Date. If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of the Company to deposit with the Paying Agent money sufficient to
pay the redemption price thereof, the principal and accrued and unpaid interest,
if any, thereon shall, until paid or duly provided for, bear interest as
provided in Sections 2.12 and 4.01 with respect to any payment default.

SECTION 3.06.   Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part (with if
the Company or the Trustee so reasonably require, due endorsement by, or a
written instrument of transfer in form reasonably satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), the Trustee shall authenticate for the Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.   Payment of Securities.

                  The Company shall pay the principal of and interest on the
Securities in the manner provided in the Securities, this Indenture and the
Registration Rights Agreement. An installment of principal or interest shall be
considered paid on the date due if the Trustee or Paying Agent holds on that
date money designated for and sufficient to pay the in-







<PAGE>


                                      -51-


stallment in full and is not prohibited from paying such money to the Holders of
the Securities pursuant to the terms of this Indenture.

                  The Company shall pay cash interest on overdue principal at
the same rate per annum borne by the Securities. The Company shall pay cash
interest on overdue installments of interest at the same rate per annum borne by
the Securities, to the extent lawful, as provided in Section 2.12.

SECTION 4.02.   Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, the office or agency required under Section 2.03. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Article
Eleven. The Company hereby initially designates the Trustee as its office or
agency in The Borough of Manhattan, The City of New York, for such purposes.

SECTION 4.03.   Transactions with Affiliates.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into any transaction (or series of related transactions) with or for the benefit
of any of the Affiliates of the Company (each an "Affiliate Transaction"),
unless (i) such Affiliate Transaction is on terms, taken as a whole, which are
no less favorable to the Company or such Restricted Subsidiary, as the case may
be, than would be available at the time in a comparable transaction with an
unaffiliated third party, (ii) if such Affiliate Transaction or series of
related Affiliate Transactions (other than any such Affiliate Transactions
between the Company or a Restricted Subsidiary and an Accounts Receivable
Subsidiary in the ordinary course of business) involves aggregate payments or
other consideration having a Fair Market Value in excess of $10.0 million, such
Affiliate Transaction is in writing and either (A) a majority of the members of
the Board of Directors of the Company that are disinterested with respect to
such Affiliate Transaction shall have approved such Affiliate Transaction and
determined that such Affiliate Transaction is fair and reasonable to the Company
or (B) in the event there are no such members, the Company has obtained a
Fairness Opinion, and (iii) if such Affiliate Transaction or series of related
Affiliate Transactions involves aggregate payments or other consideration having
a Fair Market Value in excess of $15.0 million, the Company shall have obtained
a Fairness Opinion. The term "Fairness Opinion" means a written opinion from an
Independent Financial Advisor (which is delivered to the Trustee) stating that
the terms







<PAGE>


                                      -52-


of such Affiliate Transaction are fair, from a financial point of view, to the
Company or the Restricted Subsidiary involved in such Affiliate Transaction, as
the case may be.

                  Notwithstanding the foregoing, the restrictions set forth in
this covenant shall not apply to (i) any employment or separation agreement,
collective bargaining agreement, benefit plan, program or arrangement, related
trust agreement or any other similar arrangement for or with any employee,
officer or director entered into by the Company or any Restricted Subsidiary in
the ordinary course of business, whether before or after the Issue Date; (ii)
loans or other advances in an aggregate principal amount not to exceed $2.0
million at any one time outstanding; (iii) transactions between or among the
Company and/or the Restricted Subsidiaries provided that transactions not in the
ordinary course of business between or among the Company and/or Restricted
Subsidiaries and in which an Affiliate of the Company has a beneficial Equity
Interest shall be made in compliance with the first paragraph of this covenant;
(iv) purchases of soda ash, calcium chloride and other products from GCIP and
its Affiliates pursuant to existing agreements or in the ordinary course of
business on terms in aggregate no less favorable than would be available in a
comparable transaction at the time with an unaffiliated third party; (v)
payments made, and performance obligations, pursuant to the Separation
Agreements or the Shareholder Registration Rights Agreement as such agreements
are in effect on the Issue Date; (vi) payments not to exceed $4.6 million per
year (subject to increase as provided for on the Issue Date) pursuant to the
Management Agreement as in effect on the date hereof and other payments of fees
for services rendered from an Affiliate which have been approved by a majority
of the disinterested directors of the Company; (vii) payments of indemnification
or contribution made to any directors, officers, employees or agents of the
Company or any Restricted Subsidiary as determined in good faith by the Board of
Directors of the Company or such Restricted Subsidiary; (viii) any Restricted
Payment permitted under Section 4.06; (ix) the payment of compensation,
performance of indemnification or contribution obligations, or any issuance,
grant or award of stock, options, other equity-related interests or other
securities, to employees, officers or directors in the ordinary course of
business; and (x) any transaction in the ordinary course of business between the
Company or any Restricted Subsidiary, on the one hand, and a joint venture or
similar entity primarily engaged in a Related Business in which the Company or
any Restricted Subsidiary has an Equity Interest, on the other hand.

SECTION 4.04.   Limitation on Incurrence of Indebtedness and Preferred Equity
                Interests.

                  The Company (i) shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness and (ii) shall not
permit any Restricted Subsidiary to issue any Preferred Equity Interests (other
than to the Company or to a Restricted Subsidiary); provided, however, that the
Company and/or any Restricted Subsidiary may







<PAGE>


                                      -53-


Incur Indebtedness and a Restricted Subsidiary may issue Preferred Equity
Interests (other than Disqualified Equity Interests) if, at the time of and
immediately after giving pro forma effect thereto and the application of the
proceeds therefrom, the Company's Consolidated Coverage Ratio would be greater
than or equal to (i) 2.25 to 1.0, if such Indebtedness is Incurred or Preferred
Equity Interest is issued on or prior to February 1, 2001, and (ii) 2.5 to 1.0,
if such Indebtedness is Incurred or Preferred Equity Interest is issued after
February 1, 2001.

                  The provisions of the first paragraph of this covenant shall
not apply to the Incurrence of any of the following items of Indebtedness
(collectively, "Permitted Indebtedness"):

                  (i) the Incurrence by the Company or any Restricted Subsidiary
         of Indebtedness under the Credit Facility; provided that the aggregate
         principal amount of Indebtedness (with letters of credit being deemed
         to have a principal amount at any time equal to the aggregate then
         undrawn and unexpired amount thereof plus the aggregate amount of
         drawings thereunder that have not then been reimbursed) outstanding
         under the Credit Facility after giving effect to such Incurrence does
         not exceed an amount equal to (x) $550.0 million, plus (y) in the case
         of a Credit Facility constituting a refinancing (or a successive
         refinancing) of the initial Credit Facility, an amount equal to the
         amount of reasonable fees, underwriting discounts, premiums and other
         costs and expenses incurred in connection with such refinancing;

                 (ii) the Incurrence by the Company or any Restricted Subsidiary
         of Indebtedness under the Notes, the Guaranties and this Indenture;

                (iii) the Incurrence by the Company or any Restricted Subsidiary
         of Purchase Money Indebtedness or Capital Lease Obligations; provided
         that, after giving effect to any such Incurrence, the aggregate
         principal amount (or accreted value, as applicable) of all outstanding
         Indebtedness Incurred under this clause (iii), when aggregated with all
         outstanding Permitted Refinancing Indebtedness (including any
         successive refinancings) Incurred under clause (v) below to refinance
         Indebtedness Incurred under this clause (iii), does not exceed at any
         time outstanding the greater of (x) $30.0 million and (y) 5% of
         Consolidated Tangible Assets;

                 (iv) (a) the Incurrence of Indebtedness by Foreign
         Subsidiaries; provided that the aggregate principal amount of all
         outstanding Indebtedness Incurred by Foreign Subsidiaries under this
         clause (iv) does not exceed the greater of (x) $75.0 million and (y)
         15.0% of Consolidated Tangible Assets and (b) guaranties by the Company
         or any Restricted Subsidiary in respect of Indebtedness permitted by
         the foregoing clause (a);







<PAGE>


                                      -54-


                  (v) the Incurrence by the Company or any Restricted Subsidiary
         of Permitted Refinancing Indebtedness in exchange for, or the net
         proceeds of which are used to refund, refinance or replace,
         Indebtedness that was Incurred under the first paragraph hereof or
         clause (ii) or (iii) of this paragraph;

                 (vi) the Incurrence or issuance by the Company or any
         Restricted Subsidiary of intercompany Indebtedness or Preferred Equity
         Interests between or among the Company and any of the Restricted
         Subsidiaries; provided that (a) if the Company is the obligor on any
         such Indebtedness to a Restricted Subsidiary, such Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         Obligations with respect to the Securities (unless Designated Senior
         Indebtedness expressly prohibits such subordination) and (b)(x) any
         subsequent issuance or transfer of Equity Interests that results in any
         such Indebtedness or Preferred Equity Interests being held by a Person
         other than the Company or a Restricted Subsidiary thereof and (y) any
         sale or other transfer of any such Indebtedness or Preferred Equity
         Interests to a Person that is neither the Company nor a Restricted
         Subsidiary thereof (other than to secure the Designated Senior
         Indebtedness) shall be deemed, in each case, to constitute an
         Incurrence of such Indebtedness or issuance of Preferred Equity
         Interests by the Company or such Restricted Subsidiary, as the case may
         be, that was not permitted by this clause (vi);

                (vii) Indebtedness arising from any agreement entered into by
         the Company or any of the Restricted Subsidiaries providing for
         indemnification, purchase price adjustment, customary earn-out
         arrangements or similar obligations (other than guarantees of
         Indebtedness Incurred by any Person acquiring all or any portion of the
         assets disposed of pursuant to an Asset Sale); provided that such
         Indebtedness is Incurred or assumed, to the extent applicable, in
         compliance with Section 4.05;

               (viii) the Incurrence by the Company or any Restricted Subsidiary
         of Permitted Hedging Obligations;

                 (ix) the Incurrence by the Company or any Restricted Subsidiary
         of Indebtedness represented by trade letters of credit, reclamation,
         performance or surety bonds, completion guarantees or similar
         arrangements, in each case, in the ordinary course of business;

                  (x) the Incurrence by the Company or any Restricted Subsidiary
         of additional Indebtedness and the issuance by any Restricted
         Subsidiary of Preferred Equity Interests in an aggregate principal
         amount or liquidation preference or other priority claim (or accreted
         value, as applicable) at any time outstanding not to exceed $50.0
         million at any one time outstanding; and







<PAGE>


                                      -55-


                 (xi) the issuance by the Company of any Disqualified Equity
         Interests or any Restricted Subsidiary of any Preferred Equity
         Interests in connection with an Acquisition by the Company or such
         Restricted Subsidiary, provided that the Fair Market Value of the
         Equity Interests issued does not exceed 30% of the Fair Market Value of
         the total consideration paid by the Company and the Restricted
         Subsidiaries for such Acquisition.

                  For purposes of determining compliance with this covenant, (x)
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through (xi)
above or is being considered for Incurrence pursuant to the first paragraph of
this covenant, the Company shall, in its sole discretion, classify such item of
Indebtedness (A) as any of the appropriate items of Permitted Indebtedness (and
not applied for purposes of calculating the amount of Indebtedness that may be
Incurred under the Consolidated Coverage Ratio of the first paragraph of this
covenant) or (B) as Indebtedness being Incurred under the Consolidated Coverage
Ratio of the first paragraph of this covenant, and thereafter may, at its
discretion, reclassify such item of Indebtedness from time to time in any manner
that complies with this covenant at the time of such reclassification; provided
that amounts outstanding under clauses (i) and (iv) of Permitted Indebtedness on
the Issue Date may not be reclassified, and (y) to avoid duplication, with
respect to any item of Indebtedness, any other obligation of the obligor on such
Indebtedness (or of any other Person that could have Incurred such Indebtedness
under this covenant) arising under any guaranty, Lien or letter of credit,
bankers' acceptance or other similar instrument or obligation supporting such
Indebtedness shall be disregarded to the extent that such guaranty, Lien or
letter of credit, bankers' acceptance or other similar instrument or obligation
secures the principal amount of such Indebtedness and the Incurrence of such
Indebtedness has otherwise been included in determining compliance with this
covenant.

SECTION 4.05.   Disposition of Proceeds of Asset Sales.

                  (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless
(i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets sold or otherwise disposed of and (ii) at least 75% of such
consideration consists of cash, Cash Equivalents or Permitted Consideration or
any combination thereof; provided that the principal amount (or accreted value)
of any (A)(x) Indebtedness (other than any Subordinated Indebtedness or Pari
Passu Debt) of the Company or any Restricted Subsidiary that is actually assumed
by the transferee in such Asset Sale and from which the Company and the
Restricted Subsidiaries are fully and unconditionally released and (y)
Indebtedness of a Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Asset Sale to the extent that the Company and
each other Restricted Subsidiary are released from their guarantee of such
Indebtedness







<PAGE>


                                      -56-

in connection with such Asset Sale, shall be deemed to be cash for purposes of
determining the percentage of cash consideration received by the Company or the
Restricted Subsidiaries and (B) notes or other securities or similar obligations
received by the Company or the Restricted Subsidiaries from such transferee that
are immediately converted, sold or exchanged (or are converted, sold or
exchanged within 90 days of the related Asset Sale) by the Company or the
Restricted Subsidiaries into cash shall be deemed to be cash in an amount equal
to the net cash proceeds realized upon such conversion, sale or exchange for
purposes of determining the amount of cash consideration received by the Company
or the Restricted Subsidiaries.

                  With respect to any Asset Sale, the Company or such Restricted
Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of such
Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness, (ii)
apply the Net Cash Proceeds of such Asset Sale to purchase Replacement Assets or
(iii) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt
thereof or repay Pari Passu Debt not exceeding the Pari Passu Debt Pro Rata
Share. Notwithstanding the foregoing, (x) up to $35.0 million of Net Cash
Proceeds in aggregate need not be applied in accordance with the preceding
clauses (i), (ii) and (iii) and need not be treated as Unutilized Net Cash
Proceeds under the following paragraph and (y) in the event a Restricted
Subsidiary that is not a Wholly-Owned Restricted Subsidiary dividends or
distributes to all of its stockholders on a pro rata basis any Net Cash Proceeds
to the Company or another Restricted Subsidiary, the Company or such Restricted
Subsidiary need only apply its share of such Net Cash Proceeds in accordance
with the preceding clause (i), (ii) or (iii).

                  To the extent all or part of the Net Cash Proceeds of any
Asset Sale are not applied within 365 days of such Asset Sale in accordance with
the preceding paragraph (except as otherwise permitted therein) or the proviso
of the first paragraph of this Section 4.05 (such Net Cash Proceeds, the
"Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such
365th day, make an Offer to Purchase all outstanding Securities up to a maximum
principal amount (expressed as a multiple of $1,000) of Securities equal to such
Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date; provided that the Offer to Purchase may be deferred until
there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $50.0
million, at which time the entire amount of such Unutilized Net Cash Proceeds,
and not just the amount in excess of $50.0 million, shall be applied as required
pursuant to this paragraph. Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount and subject
to any proration among tendering Holders as described in paragraph (b) below.







<PAGE>


                                      -57-


                  (b) With respect to any Offer to Purchase effected pursuant to
this Section 4.05, among the Securities, to the extent the aggregate principal
amount of Securities tendered pursuant to such Offer to Purchase exceeds the
Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such
Securities shall be purchased pro rata based on the aggregate principal amount
of such Securities tendered by each Holder. To the extent the Unutilized Net
Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders
of the Securities pursuant to such Offer to Purchase, the Company may retain and
utilize any portion of the Unutilized Net Cash Proceeds not applied to
repurchase the Securities for any purpose consistent with the other terms of
this Indenture.

                  (c) On or prior to the Purchase Date specified in the Offer to
Purchase, the Company shall (i) subject to paragraph (b) of this Section 4.05,
accept for payment all Securities validly tendered pursuant to the Offer, (ii)
deposit with the Paying Agent or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 2.04, money sufficient
to pay the Purchase Price of all Securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee for cancellation all
Securities so accepted together with an Officers' Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent (or the Company, if so acting) shall promptly mail or deliver to Holders
of Securities so accepted, payment in an amount equal to the Purchase Price for
such Securities, and the Trustee shall promptly authenticate and mail or deliver
to each Holder of Securities a new Security or Securities equal in principal
amount to any unpurchased portion of the Security surrendered as requested by
the Holder. Any Security not accepted for payment shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Offer on or as soon as practicable after the
Purchase Date.

                  (d) In the event that the Company makes an Offer to Purchase
the Securities, the Company shall comply with any applicable securities laws and
regulations, including any applicable requirements of Section 14(e) of, and Rule
14e-1 under, the Exchange Act, and any violation of the provisions of this
Indenture relating to such Offer to Purchase occurring as a result of such
compliance shall not be deemed a Default or an Event of Default.

SECTION 4.06.   Limitation on Restricted Payments.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly,

                  (i) declare or pay any dividend or any other distribution in
         respect of any Equity Interests of the Company or make any payment or
         distribution to the direct or indirect holders (in their capacities as
         such) of Equity Interests of the Company







<PAGE>


                                      -58-


         (other than (x) any dividends, distributions and payments made to the
         Company or any Restricted Subsidiary and (y) dividends or distributions
         payable to any Person solely in Qualified Equity Interests of the
         Company or in options, warrants or other rights to purchase Qualified
         Equity Interests of the Company);

                 (ii) purchase, redeem or otherwise acquire or retire for value
         any Equity Interests (other than any Equity Interests owned by the
         Company or any Restricted Subsidiary) of the Company;

                (iii) purchase, redeem, defease or retire for value, or make any
         principal payment on, prior to any scheduled maturity, scheduled
         repayment or scheduled sinking fund payment, any Subordinated
         Indebtedness (other than (x) any Subordinated Indebtedness held by the
         Company or any Restricted Subsidiary and (y) any purchase, redemption,
         defeasance or other acquisition or retirement for value in anticipation
         of satisfying a sinking fund obligation, principal installment or final
         maturity, in each case due within one year of the date of such
         acquisition or retirement); or

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

(any such payment or any other action described in (i), (ii), (iii) or (iv)
each, a "Restricted Payment"), unless

                  (a) no Default shall have occurred and be continuing at the
         time of or immediately after giving effect to such Restricted Payment;

                  (b) immediately after giving effect to such Restricted
         Payment, the Company would be able to Incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under the Consolidated
         Coverage Ratio of the first paragraph of Section 4.04; and

                  (c) immediately after giving effect to such Restricted
         Payment, the aggregate amount of all Restricted Payments declared or
         made on or after the Issue Date does not exceed an amount equal to the
         sum of (1) 50% of cumulative Consolidated Net Income determined for the
         period (taken as one accounting period) from January 1, 1999 and ending
         on the last day of the most recent fiscal quarter immediately preceding
         the date of such Restricted Payment for which consolidated financial
         statements of the Company are available (or, if such cumulative
         Consolidated Net Income shall be a loss, minus 100% of such loss), plus
         (2) the aggregate net cash proceeds and the Fair Market Value of
         property, in each case, received by the Com-







<PAGE>


                                      -59-

         pany either (x) as capital contributions to the Company after the Issue
         Date or (y) from the issue and sale (other than to a Subsidiary of the
         Company) of Qualified Equity Interests of the Company after the Issue
         Date (excluding the net proceeds (a) from any issuance or sale of
         Qualified Equity Interests or capital contribution if such net cash
         proceeds are to be made the subject of an optional redemption prior to
         August 1, 2002 or (b) from any issuance or sale of Equity Interests or
         capital contribution financed, directly or indirectly, using funds
         borrowed from the Company or any Subsidiary of the Company until and to
         the extent such borrowing is repaid or (c) from any issuance or sale of
         Designated Preferred Stock), plus (3) the principal amount (or accreted
         amount (determined in accordance with GAAP), if less) of any
         Indebtedness of the Company or any Restricted Subsidiary Incurred after
         the Issue Date which has been converted into or exchanged for Qualified
         Equity Interests of the Company after the Issue Date, plus (4) in the
         case of the disposition or repayment of any Investment constituting a
         Restricted Payment made after the Issue Date, an amount (to the extent
         not included in the computation of Consolidated Net Income) equal to
         the lesser of (x) the return of capital with respect to such Investment
         (including the proceeds of such disposition) and (y) the amount of such
         Investment which was treated as a Restricted Payment, in either case,
         less the cost of the disposition of such Investment and net of taxes to
         the extent such costs and taxes exceed the amount, if any, by which the
         proceeds of such disposition or repayment exceed the lesser of the
         amounts referred to in the preceding such clauses (x) and (y) of this
         clause (4), plus (5) so long as the Designation thereof was treated as
         a Restricted Payment made after the Issue Date, with respect to any
         Unrestricted Subsidiary as to which a Revocation has occurred in
         accordance with Section 4.17, the lesser of (x) the Fair Market Value
         of the Investment of the Company or any Restricted Subsidiary in such
         Subsidiary as of the date of such Revocation or (y) the Designation
         Amount with respect to such Designation, plus (6) without duplication,
         (x) to the extent not included in the computation of Consolidated Net
         Income, the amount of cash dividends or cash distributions (other than,
         in the case of an Unrestricted Subsidiary that is treated as a
         partnership for tax purposes, to permit the Company or a Restricted
         Subsidiary to pay taxes related to its interest in such Unrestricted
         Subsidiary) received from any Unrestricted Subsidiary since the Issue
         Date and (y) the amount equal to the net reduction in Investments in an
         Unrestricted Subsidiary resulting from the repayment of principal of
         loans or other advances or other transfers of assets to the Company or
         any Restricted Subsidiary from such Unrestricted Subsidiary, minus (7)
         the greater of (x) $0 and (y) the Designation Amount (measured as of
         the date of designation) with respect to any Subsidiary of the Company
         which has been designated as an Unrestricted Subsidiary after the Issue
         Date in accordance with Section 4.17, plus (8) $20.0 million.







<PAGE>


                                      -60-


For purposes of the preceding clause (c), the value of the aggregate net
proceeds received by the Company upon the issuance of Capital Stock either upon
the conversion of convertible Indebtedness or in exchange for outstanding
Indebtedness or upon the exercise of options, warrants or rights will be the net
proceeds received upon the issuance of such Indebtedness, options, warrants or
rights plus the incremental amount of cash or Fair Market Value of other
property received by the Company upon the conversion, exchange or exercise
thereof. For purposes of this covenant, the amount of any Restricted Payment, if
other than cash, shall be the Fair Market Value of the asset(s) proposed to be
transferred by the Company or such Restricted Subsidiary, as the case may be,
pursuant to such Restricted Payment.

                  The foregoing provisions will not prevent (i) the payment of
any dividend or distribution on, or redemption of, Equity Interests within 60
days after the date of declaration of such dividend or distribution or the
giving of formal notice of such redemption, if at the date of such declaration
or giving of such formal notice such payment or redemption would comply with the
provisions of this Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any Equity Interests in exchange for, or out of the net cash
proceeds of the substantially concurrent issue and sale (other than to a
Subsidiary of the Company) of, Qualified Equity Interests of the Company or a
substantially concurrent capital contribution to the Company; provided, that any
such net cash proceeds and the value of any Qualified Equity Interests issued in
exchange for such retired Equity Interests are excluded from clause (c)(2) of
the preceding paragraph; (iii) the purchase, redemption, retirement, defeasance
or other acquisition of Subordinated Indebtedness, Disqualified Equity Interests
of the Company or Designated Preferred Stock of the Company, or any other
payment thereon, made in exchange for, or out of the net cash proceeds of (x) a
substantially concurrent issue and sale (other than to a Subsidiary of the
Company) of, Qualified Equity Interests of the Company or a substantially
concurrent capital contribution to the Company; provided, that any such net cash
proceeds and the value of any Qualified Equity Interests issued in exchange for
Subordinated Indebtedness are excluded from clauses (c)(2) and (c)(3) of the
preceding paragraph or (y) a substantially concurrent issue and sale of other
Subordinated Indebtedness having a Weighted Average Life to Maturity no less
than that of the Subordinated Indebtedness being purchased, redeemed, retired,
defeased or otherwise being acquired, or (z) a substantially concurrent issue
and sale of Disqualified Equity Interests of the Company or Designated Preferred
Stock of the Company; (iv) Permitted Equity Incentive Payments; (v) any
Investment constituting a Restricted Payment in any Person that is made out of
the net cash proceeds received by the Company either as (x) a substantially
concurrent capital contribution or (y) a substantially concurrent issue and sale
(other than to a Subsidiary of the Company) of Qualified Equity Interests of the
Company, provided that such net cash proceeds are excluded from clause (c)(2) of
the preceding paragraph; (vi) any purchase, redemption, repurchase, defeasance
or other acquisition or re-







<PAGE>


                                      -61-


tirement of Subordinated Indebtedness to the extent required by the agreement
governing such Subordinated Indebtedness, following the occurrence of a Change
of Control (or other similar event described therein as a "change of control"),
but only if the Company shall have complied with Section 4.14 and, if required,
purchased all Securities tendered pursuant to the offer to repurchase all the
Securities required thereby, prior to or concurrently with purchasing or
repaying such Subordinated Indebtedness; (vii) to the extent of surplus legally
available therefor pursuant to applicable law the payment of regular dividends
to the holders of common stock of the Company in an amount not to exceed $7.5
million per year in the aggregate; and (viii) the declaration and payment of
regularly accruing dividends in cash or in-kind to holders of Disqualified
Equity Interests or Designated Preferred Stock of the Company, in each case
issued after the Issue Date; provided, however, that in the case of each of
clauses (ii) through (viii), no Default shall have occurred and be continuing or
would arise therefrom.

                  In determining the amount of Restricted Payments permissible
under this covenant, amounts expended pursuant to clauses (i) and (viii) of the
immediately preceding paragraph shall be included as Restricted Payments and
amounts expended pursuant to any other clauses shall be excluded. The amount of
any non-cash Restricted Payment shall be deemed to be equal to the Fair Market
Value thereof at the date of the making of such Restricted Payment. For purposes
of determining compliance with Section 4.06, in the event that a Restricted
Payment meets the criteria of more than one of the exceptions described in
clauses (i) through (viii) above or is entitled to be made pursuant to the first
paragraph of this Section 4.06, the Company may, in its sole discretion,
classify such Restricted Payment in any manner that complies with this Section
4.06 at the time of such Restricted Payment.

SECTION 4.07.   Corporate Existence.

                  Subject to Article Five, the Company shall do or shall cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Restricted Subsidiary in accordance with the respective organizational
documents of each such Restricted Subsidiary and the rights (charter and
statutory) and material franchises of the Company and the Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right or franchise, or the corporate existence of any
Restricted Subsidiary, if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and the Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not, and will not be, adverse in any material respect
to the Holders; provided, further, however, that a determination of the Board of
Directors of the Company shall not be required in the event of a merger of one
or more Restricted Subsidiaries of the Company with or into another Restricted
Subsidiary of the Company or an-







<PAGE>


                                      -62-


other Person, if the surviving Person is a Restricted Subsidiary of the Company
organized under the laws of the United States or a State thereof or of the
District of Columbia.

SECTION 4.08.   Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (2) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability, or Lien upon the property, of the Company or any Restricted
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings and for which appropriate provision has been made.

SECTION 4.09.   Notice of Defaults.

                  (a) In the event that any Indebtedness of the Company or any
of its Subsidiaries is declared due and payable before its maturity because of
the occurrence of any default (or any event which, with notice or lapse of time,
or both, would constitute such a default) under such Indebtedness, the Company
shall, within 30 days of the occurrence thereof, give written notice to the
Trustee of such declaration, the status of such default or event and what action
the Company is taking or proposes to take with respect thereto.

                  (b) Upon becoming aware of any Default or Event of Default,
the Company shall, within 30 days of the occurrence thereof, deliver an
Officers' Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.10.   Maintenance of Properties and Insurance.

                  (a) The Company shall cause all material properties owned by
or leased to it or any Restricted Subsidiary and used or useful in the conduct
of its business or the business of any Restricted Subsidiary to be maintained
and kept in normal condition, repair and working order and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 4.10 shall prevent the Company or any
Restricted Subsidiary from discontinuing the use, operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board







<PAGE>


                                      -63-


of Directors or of the board of directors of the Restricted Subsidiary
concerned, or of an officer (or other agent employed by the Company or of any
Restricted Subsidiary) of the Company or such Restricted Subsidiary having
managerial responsibility for any such property, desirable in the conduct of the
business of the Company or any Restricted Subsidiary, and if such discontinuance
or disposal is not adverse in any material respect to the Holders.

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

SECTION 4.11.   Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of the Company has been made under the
supervision of the signing officers with a view to determining whether a Default
or Event of Default has occurred and whether or not the signers know of any
Default or Event of Default by the Company that occurred during such fiscal
year. If they do know of such a Default or Event of Default, the certificate
shall describe all such Defaults or Events of Default, their status and the
action the Company is taking or proposes to take with respect thereto.

SECTION 4.12.   Provision of Financial Information.

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, or any successor provision thereto, the Company shall
file with the SEC if permitted by SEC practice and applicable law and
regulations, so long as any Securities remain outstanding, the annual reports,
quarterly reports and other documents which the Company would have been required
to file with the SEC pursuant to such Section 13(a) or 15(d) (each, an "Exchange
Act Report") or any successor provision thereto if the Company were so subject,
such documents to be filed with the SEC on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been required so to
file such documents if the Company were so subject. The Company shall also in
any event (a) within 15 days of each Required Filing Date (whether or not
permitted or required to be filed with the SEC) (i) transmit (or cause to be
transmitted) by mail to all Holders, as their names and addresses appear in the
Security register, without cost to such Holders, and (ii) file with the Trustee,
copies of the annual reports, quarterly reports and other documents (without
exhibits) which the Company is required to file with the SEC pursuant to the
preceding sentence, or, if such filing is not so permitted (or, prior to the
consummation of the







<PAGE>


                                      -64-


Exchange Offer, when the Company is not subject to Section 13(d) or 15(d) of the
Exchange Act), information and data of a similar nature, and (b) if,
notwithstanding the preceding sentence, filing such documents by the Company
with the SEC is not permitted by SEC practice or applicable law or regulations,
promptly upon written request supply copies of such documents to any Holder. In
addition, for so long as any Securities remain outstanding, until the completion
of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as
the case may be, the Company will furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to
any beneficial holder of Securities, if not obtainable from the SEC, information
of the type that would be filed with the SEC pursuant to the foregoing
provisions, upon the request of any such holder. The Company shall also comply
with 'SS' 314(a) of the TIA.

SECTION 4.13.   Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.14.   Change of Control.

                  (a) Following the occurrence of a Change of Control (the date
of such occurrence being the "Change of Control Date"), the Company shall notify
the Holders of the Securities of such occurrence in the manner prescribed by
this Indenture and shall, within 30 days after the Change of Control Date, make
an Offer to Purchase all Securities then outstanding, and shall purchase all
Securities validly tendered, at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Purchase Date (subject to the right of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date). The Company's obligations may be satisfied if a third party makes
the Offer to Purchase in the manner, at the times and otherwise in compliance
with the requirements of this Indenture applicable to an Offer to Purchase made
by the Company and purchases all Securities validly tendered and not withdrawn
under such Offer to Purchase. Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the







<PAGE>


                                      -65-


Offer to Purchase, subject to the requirement that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal amount.

                  (b) On or prior to the Purchase Date specified in the Offer to
Purchase, the Company shall (i) accept for payment all Securities or portions
thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying
Agent or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 2.04, money sufficient to pay the Purchase Price
of all Securities or portions thereof so accepted and (iii) deliver or cause to
be delivered to the Trustee for cancellation all Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof
accepted for payment by the Company. The Paying Agent (or the Company, if so
acting) shall promptly mail or deliver to Holders of Securities so accepted,
payment in an amount equal to the Purchase Price for such Securities, and the
Trustee shall promptly authenticate and mail or deliver to each Holder of
Securities a new Security or Securities equal in principal amount to any
unpurchased portion of the Security surrendered as requested by the Holder. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof.

                  (c) If the Company makes an Offer to Purchase, the Company
will comply with all applicable tender offer laws and regulations, including, to
the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and
any other applicable Federal or state securities laws and regulations and any
applicable requirements of any securities exchange on which the Securities are
listed, and any violation of the provisions of this Indenture relating to such
Offer to Purchase occurring as a result of such compliance shall not be deemed a
Default or an Event of Default.

                  (d) The Trustee shall be under no obligation to ascertain the
occurrence of a Change of Control or to give notice with respect thereto. The
Trustee may conclusively assume, in the absence of written notice to the
contrary from the Company, that no Change of Control has occurred.

SECTION 4.15.   Limitation on Senior Subordinated Indebtedness.

                  The Company shall not, directly or indirectly, Incur any
Indebtedness that by its terms would expressly rank senior in right of payment
to the Securities and expressly rank subordinate in right of payment to any
other Indebtedness of the Company. The Company shall not permit any Subsidiary
Guarantor to, and no Subsidiary Guarantor shall, directly or indirectly, Incur
any Indebtedness that by its terms would expressly rank senior in right of
payment to the Guaranty of such Subsidiary Guarantor and expressly rank
subordinate in right of payment to any other Indebtedness of such Subsidiary
Guarantor.







<PAGE>


                                      -66-


SECTION 4.16.   Limitations on Dividend and Other Payment Restrictions
                Affecting Restricted Subsidiaries.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions to the Company or any other Restricted Subsidiary on its Equity
Interests or with respect to any other interest or participation in, or measured
by, its profits, or pay any Indebtedness owed to the Company or any other
Restricted Subsidiary, (b) make loans or advances to, or guaranty any
Indebtedness or other obligations of, the Company or any other Restricted
Subsidiary or (c) transfer any of its properties or assets to the Company or any
other Restricted Subsidiary, except for such encumbrances or restrictions
existing under or by reason of (i) the Credit Facility as in effect on the Issue
Date and any amendments, restatements, renewals, replacements or refinancings
thereof; provided, however, that any such amendment, restatement, renewal,
replacement or refinancing contains terms and conditions with respect to such
encumbrances or restrictions that are customary at the time for similar credit
facilities, as determined by the Board of Directors of the Company; (ii)
applicable law or regulations, including regarding restrictions on the transfer
of assets required or imposed by any regulatory authority having jurisdiction
over the Company or any Restricted Subsidiary or any of their respective
businesses; (iii) any instrument governing Indebtedness or Equity Interests of
an Acquired Person acquired by the Company or any Restricted Subsidiary as in
effect at the time of such acquisition (except to the extent any such
Indebtedness or Equity Interests were Incurred by such Acquired Person in
connection with, as a result of or in contemplation of such acquisition);
provided that such encumbrances and restrictions are not applicable to any
Restricted Subsidiary, or the properties or assets of any Restricted Subsidiary,
other than the Acquired Person; (iv)(A) non-assignment provisions that restrict
in a customary manner the subletting, assignment or transfer of any property or
asset that is subject to a lease, license or similar contract, or the assignment
or transfer of any lease, license or other contract, (B) customary provisions
restricting dispositions of real property interests set forth in any easement or
similar agreements of the Company or any Restricted Subsidiary or (C)
restrictions on cash or other deposits or net worth imposed by customers under
agreements entered into in the ordinary course of business; (v) Purchase Money
Indebtedness or Capital Lease Obligations permitted under Section 4.04 and
Section 4.18 that only imposes encumbrances and restrictions on the property so
acquired; (vi) any agreement for the sale or disposition of the Equity Interests
or assets of any Restricted Subsidiary; provided, however, that such
encumbrances and restrictions described in this clause (vi) are only applicable
to such Restricted Subsidiary or assets, as applicable, and any such sale or
disposition is made in compliance with Section 4.05 to the extent applicable
thereto; (vii) Permitted Refinancing Indebtedness permitted under clause (v) of
the second paragraph of Section 4.04;







<PAGE>


                                      -67-


provided that such encumbrances and restrictions contained in the agreements
governing such Indebtedness are not materially more restrictive in the aggregate
than those contained in the agreements governing the Indebtedness being
refinanced immediately prior to such refinancing, as determined by the Board of
Directors of the Company; (viii) this Indenture or contained in any other
indenture governing debt securities that are not materially more restrictive
than those contained in this Indenture, as determined by the Board of Directors
of the Company; (ix) customary restrictions in any instrument governing
Indebtedness of a Foreign Subsidiary which Indebtedness was incurred and
outstanding (without taking into account any reclassification of Indebtedness)
under clause (iv) of the second paragraph of Section 4.04; (x) any agreement or
instrument existing on the Issue Date; (xi) any agreement or instrument relating
to Indebtedness of an Accounts Receivables Subsidiary or the sale or financing
of accounts receivables or interests therein by an Accounts Receivables
Subsidiary; or (xii) any agreement or instrument governing or relating to
Indebtedness or Equity Interests of a Subsidiary Guarantor, provided that such
encumbrances or restrictions are terminated or cease to exist upon the release
of such Subsidiary Guarantor from its obligation under its Guaranty.

                  Nothing contained in this Section 4.16 shall prevent the
Company or any Restricted Subsidiary from (a) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in Section 4.18 by itself or
(b) restricting the sale or other disposition of assets of the Company or any of
its Restricted Subsidiaries that secure Indebtedness of the Company or any of
the Restricted Subsidiaries by the customary terms of any Lien incurred in
compliance with Section 4.18.

SECTION 4.17.   Designation of Unrestricted Subsidiaries.

                  (a) The Company may designate after the Issue Date any
Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture
(a "Designation") only if:

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

                 (ii) except to the extent the Investment is in an Unrestricted
         Subsidiary and would be a Permitted Investment, at the time of and
         after giving effect to such Designation, the Company could Incur $1.00
         of additional Indebtedness (other than Permitted Indebtedness) under
         the Consolidated Coverage Ratio of the first paragraph of Section 4.04;
         and

                (iii) except to the extent the Investment is in an Unrestricted
         Subsidiary and would be a Permitted Investment, the Company would be
         permitted to make an Investment at the time of Designation (assuming
         the effectiveness of such Designa-







<PAGE>


                                      -68-


         tion) pursuant to the first paragraph of Section 4.06 in an amount (the
         "Designation Amount") equal to the Fair Market Value of the Investment
         of the Company and the Restricted Subsidiaries in such Subsidiary on
         such date.

                  All Subsidiaries of Unrestricted Subsidiaries shall be
automatically deemed to be Unrestricted Subsidiaries.

                  (b) The Company may revoke any Designation of a Subsidiary as
an Unrestricted Subsidiary (a "Revocation") if:

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

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

                (iii) any agreement or understanding between such Subsidiary and
         any of its Affiliates in effect at the time of Revocation would be
         permitted by Section 4.03 as if such agreement or understanding had
         occurred at the time of such Revocation.

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

SECTION 4.18.   Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, assume, incur, create or suffer to exist
any Liens of any kind against or upon any of their respective properties or
assets, whether owned on the Issue Date or thereafter acquired, or any proceeds
therefrom, to secure any Indebtedness (an "Initial Lien") unless
contemporaneously therewith effective provision is made, in the case of the
Company, to secure the Securities and all other amounts due under this Indenture
and, in the case of a Restricted Subsidiary that is a Subsidiary Guarantor, to
secure such Restricted Subsidiary's Guaranty and all other amounts due under
this Indenture, equally and ratably with such Indebtedness (or, in the event
that such Indebtedness is subordinated in right of payment to the Securities or
any Guaranty, prior to such Indebtedness) with a Lien on the same properties and
assets securing such Indebtedness for so long as such Indebtedness is secured by
such Lien, except for (i) Liens securing any Senior Indebtedness or Guarantor
Senior Indebtedness or any guaranty of Senior Indebtedness or Guarantor Senior
Indebtedness by the Company or any Restricted Subsidiary and (ii) Permitted
Liens. Any Lien created in favor of the Securities pursuant hereto will be
automatically and unconditionally re-







<PAGE>


                                      -69-


leased and discharged upon (i) the unconditional release and discharge of the
Initial Lien to which it relates or (ii) any sale, exchange or transfer to any
Person that is not an Affiliate of the Company or any Restricted Subsidiary of
the property or assets secured by such Initial Lien, or of all of the Equity
Interests held by the Company and the Restricted Subsidiaries in, or all or
substantially all of the assets of, the Restricted Subsidiary whose property or
assets were the subject of such Lien, provided that, in the case of this clause
(ii), the provisions of Section 4.05 are, to the extent applicable, complied
with in connection with such sale, exchange or transfer. The Company and the
Subsidiary Guarantors shall not be required to comply with the foregoing
covenant so long as such covenant would be prohibited by the terms of the Credit
Facility without giving effect to a replacement or successor refinancing
thereof.

SECTION 4.19.   Guaranty of Securities by Eligible Subsidiaries.

                  The Company shall cause each Eligible Subsidiary formed or
acquired after the Issue Date that borrows under, or is required to become a
guarantor of, the Credit Facility to guarantee all of the Company's Obligations
under the Securities and this Indenture on the terms set forth in Article
Eleven; provided, however, that the guarantee of such Eligible Subsidiary shall
be subordinated in right of payment to all Guarantor Senior Indebtedness of such
Eligible Subsidiary pursuant to the subordination provisions of Article Twelve.
The Company shall cause each such Eligible Subsidiary to (i) execute and deliver
to the Trustee a supplemental indenture in form reasonably satisfactory to the
Trustee pursuant to which such Eligible Subsidiary shall become a party to this
Indenture as a Subsidiary Guarantor and thereby unconditionally guarantee all of
the Company's Obligations under the Securities and this Indenture on the terms
set forth in Article Eleven and Article Twelve hereof, (ii) execute and deliver
to the Trustee a Security Guarantee in accordance with Section 11.06 and (iii)
deliver to the Trustee an opinion of counsel that each of such supplemental
indenture and Security Guarantee has been duly authorized, executed and
delivered by such Eligible Subsidiary and constitutes a legal, valid, binding
and enforceable obligation of such Eligible Subsidiary (which opinion may be
subject to customary assumptions and qualifications). Thereafter, such Eligible
Subsidiary shall (unless released in accordance with the terms of this
Indenture) be a Subsidiary Guarantor for all purposes of this Indenture.






<PAGE>

                                      -70-


                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01. Mergers, Sale of Assets, etc.

                  (a) The Company shall not consolidate with or merge with or
into (whether or not the Company is the surviving person (the "Surviving
Person")) any other Person and the Company shall not and shall not cause or
permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or
otherwise dispose of all or substantially all of the Company's and the
Restricted Subsidiaries' properties and assets (determined on a consolidated
basis for the Company and the Restricted Subsidiaries) to any Person in a single
transaction or series of related transactions, unless: (i) either (x) the
Company shall be the Surviving Person or (y) the Surviving Person (if other than
the Company) shall be a corporation organized and validly existing under the
laws of the United States of America or any State thereof or the District of
Columbia, and shall, in any such case, expressly assume by a supplemental
indenture, the due and punctual payment of the principal of, premium, if any,
and interest on all the Securities and the performance and observance of every
covenant of this Indenture and the Registration Rights Agreement to be performed
or observed on the part of the Company; (ii) immediately thereafter, no Default
shall have occurred and be continuing; (iii) immediately after giving effect to
any such transaction including the Incurrence by the Company or any Restricted
Subsidiary, directly or indirectly, of additional Indebtedness (and treating any
Indebtedness not previously an obligation of the Company or any Restricted
Subsidiary in connection with or as a result of such transaction as having been
Incurred at the time of such transaction), the Surviving Person could Incur, on
a pro forma basis after giving effect to such transaction as if it had occurred
at the beginning of the four quarter period immediately preceding such
transaction for which consolidated financial statements of the Company are
available, at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of
Section 4.04; and (iv) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.

                  Notwithstanding the foregoing clause (iii) of the immediately
preceding paragraph, any Restricted Subsidiary may consolidate with, merge into
or transfer all or part of its properties and assets to the Company or any
Subsidiary Guarantor.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all the properties and assets of one or
more Restricted Subsidiaries the Equity Interests of which








<PAGE>

                                      -71-


constitute all or substantially all the properties and assets of the Company
shall be deemed to be the transfer of all or substantially all the properties
and assets of the Company.

                  (b) No Subsidiary Guarantor (other than a Subsidiary Guarantor
whose Guaranty is to be released in accordance with the terms of its Guaranty
and Section 11.03) shall consolidate with or merge with or into another Person
(other than the Company), unless (i) the Surviving Person (if other than such
Subsidiary Guarantor) is a corporation organized and validly existing under the
laws of the United States, any State thereof or the District of Columbia; (ii)
the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes
by a supplemental indenture all the obligations of such Subsidiary Guarantor
under its Guaranty of the Securities and the performance and observance of every
covenant of this Indenture and the Registration Rights Agreement to be performed
or observed by such Subsidiary Guarantor; (iii) immediately thereafter, no
Default or Event of Default shall have occurred and be continuing; and (iv) if
the Surviving Person is not such Subsidiary Guarantor or another Subsidiary
Guarantor, the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this
Indenture.

SECTION 5.02. Successor Corporation Substituted.

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in Section 5.01 in which the Company
or a Subsidiary Guarantor, as the case may be, is not the Surviving Person and
the Surviving Person is to assume all the Obligations of the Company under the
Securities, this Indenture and the Registration Rights Agreement or such
Subsidiary Guarantor under its Guaranty, this Indenture and the Registration
Rights Agreement, as the case may be, pursuant to a supplemental indenture, such
Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Subsidiary Guarantor, as the case
may be, and the Company shall be discharged from its Obligations under this
Indenture and the Securities or such Subsidiary Guarantor shall be discharged
from its Obligations under this Indenture and its Guaranty.








<PAGE>

                                      -72-


                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.

                  Each of the following shall be an "Event of Default" for
purposes of this Indenture:

                  (a) failure to pay principal of (or premium, if any, on) any
         Security when due (whether or not prohibited by the provisions of
         Article Eight or Article Twelve);

                  (b) failure to pay any interest on any Security when due,
         continued for 30 days or more (whether or not prohibited by the
         provisions of Article Eight or Article Twelve);

                  (c) default in the payment of principal of or interest on any
         Security required to be purchased pursuant to any Offer to Purchase
         required by this Indenture when due and payable or failure to pay on
         the Purchase Date the Purchase Price for any Security validly tendered
         pursuant to any Offer to Purchase (whether or not prohibited by the
         provisions of Article Eight or Article Twelve);

                  (d) failure to perform or comply with any of the provisions of
         Section 5.01;

                  (e) subject to the last paragraph of this Section 6.01,
         failure to perform any other covenant or agreement of the Company under
         this Indenture or in the Securities or of the Subsidiary Guarantors
         under this Indenture or in the Guaranty;

                  (f) default or defaults under the terms of one or more
         instruments evidencing or securing Indebtedness of the Company or any
         of the Restricted Subsidiaries having an outstanding principal amount
         of $25.0 million or more individually or in the aggregate that have
         resulted in the acceleration of the payment of such Indebtedness or
         failure by the Company or any of the Restricted Subsidiaries to pay
         principal when due at the stated maturity of any such Indebtedness;

                  (g) the rendering of a final judgment or judgments (not
         subject to appeal) against the Company or any of the Restricted
         Subsidiaries in an amount of $25.0 million or more (net of any amounts
         covered by reputable and creditworthy insurance companies) which remain
         undischarged or unstayed for a period of 60 days after the date on
         which the right to appeal has expired;








<PAGE>

                                      -73-


                  (h) the Company or any Restricted Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law: (i) admits in writing its
         inability to pay its debts generally as they become due; (ii) commences
         a voluntary case or proceeding; (iii) consents to the entry of an order
         for relief against it in an involuntary case or proceeding; (iv)
         consents or acquiesces in the institution of a bankruptcy or insolvency
         proceeding against it; (v) consents to the appointment of a Custodian
         of it or for all or substantially all of its property; or (vi) makes a
         general assignment for the benefit of its creditors, or any of them
         takes any action to authorize or effect any of the foregoing;

                  (i) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against the
         Company or any Restricted Subsidiary in an involuntary case or
         proceeding; (ii) appoints a Custodian of the Company or any Restricted
         Subsidiary for all or substantially all of its property; or (iii)
         orders the liquidation of the Company or any Restricted Subsidiary; and
         in each case the order or decree remains unstayed and in effect for 60
         days; provided, however, that if the entry of such order or decree is
         appealed and dismissed on appeal, then the Event of Default hereunder
         by reason of the entry of such order or decree shall be deemed to have
         been cured; or

                  (j) other than as provided in or pursuant to any Guaranty or
         this Indenture, any Guaranty ceases to be in full force and effect or
         is declared null and void and unenforceable or found to be invalid or
         any Subsidiary Guarantor denies its liability under its Guaranty (other
         than by reason of a release of such Subsidiary Guarantor from its
         Guaranty in accordance with the terms of this Indenture and such
         Guaranty) and such Default under this clause (j) continues for ten
         days.

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

                  A Default under clause (e) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in principal amount of the outstanding Securities notify the Company
and the Trustee, of the Default in writing and the Company does not cure the
Default continued for 45 days or more after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default." Such notice shall be given by the Trustee if so
requested by the Holders of at least 25% in principal amount of the Securities
then outstanding. When a Default is cured, it ceases.







<PAGE>

                                      -74-


SECTION 6.02. Acceleration.

                  If an Event of Default with respect to the Securities (other
than an Event of Default specified in clause (h) or (i) of Section 6.01 with
respect to the Company) occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the outstanding Securities by
notice in writing to the Company (and to the Trustee if given by the Holders)
may declare the unpaid principal of (and premium, if any) and accrued interest
to the date of acceleration on all outstanding Securities to be due and payable
immediately and, upon any such declaration, such principal amount (and premium,
if any) and accrued interest, notwithstanding anything contained in this
Indenture or the Securities to the contrary, shall become immediately due and
payable; provided, however, that so long as the Credit Facility shall be in full
force, if an Event of Default shall have occurred and be continuing (other than
an Event of Default specified in clause (h) or (i) of Section 6.01 with respect
to the Company), the Securities shall not become due and payable until the
earlier to occur of (x) five Business Days following delivery of a written
notice by the Trustee of such acceleration of the Securities to the agent under
the Credit Facility and (y) the acceleration (ipso facto or otherwise) of any
Indebtedness under the Credit Facility.

                  If an Event of Default specified in clause (h) or (i) of
Section 6.01 with respect to the Company occurs, all unpaid principal of (and
premium, if any) and accrued interest on all outstanding Securities shall ipso
facto become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.

                  Notwithstanding the foregoing, in the event of a declaration
of acceleration in respect of the Securities because an Event of Default
specified in clause (f) of Section 6.01 shall have occurred and be continuing,
such declaration of acceleration shall be automatically annulled if the
Indebtedness that is the subject of such Event of Default has been discharged or
paid or such Event of Default shall have been cured or waived by the holders of
such Indebtedness and written notice of such discharge, cure or waiver, as the
case may be, shall have been given to the Trustee by the Company or by the
requisite holders of such Indebtedness or a trustee, fiduciary or agent for such
holders, within 60 days after such declaration of acceleration in respect of the
Securities and (a) no Person shall have commenced judicial proceedings to
foreclose upon assets of the Company or any of the Restricted Subsidiaries or
shall have exercised any right under applicable law or applicable security
documents to take ownership of any of such assets in lieu of foreclosure and (b)
no other Event of Default with respect to the Securities shall have occurred
which has not been cured or waived during such 60-day period.

                  After a declaration of acceleration, but before a judgment or
decree of the money due in respect of the Securities has been obtained, the
Holders of not less than a majority in aggregate principal amount of the
Securities then outstanding by written notice







<PAGE>

                                      -75-


to the Trustee may rescind an acceleration and its consequences if all existing
Events of Default (other than the nonpayment of principal of and interest on the
Securities which has become due solely by virtue of such acceleration) have been
cured or waived and if the rescission would not conflict with any judgment or
decree. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

SECTION 6.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy maturing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04. Waiver of Default.

                  Subject to Sections 2.09, 6.07 and 10.02, prior to the
declaration of acceleration of the Securities, the Holders of not less than a
majority in aggregate principal amount of the outstanding Securities by written
notice to the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or interest on any
Security as specified in clauses (a), (b) and (c) of Section 6.01 or a Default
in respect of any term or provision of this Indenture that may not be amended or
modified without the consent of each Holder affected as provided in Section
10.02. The Company shall deliver to the Trustee an Officers' Certificate stating
that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. In case of any such waiver, the Company, the
Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Securities, respectively. This paragraph of this Section
6.04 shall be in lieu of 'SS' 316(a)(1)(B) of the TIA and such 'SS' 316(a)(1)(B)
of the TIA is hereby expressly excluded from this Indenture and the Securities,
as permitted by the TIA.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture







<PAGE>

                                      -76-


and the Securities, but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

                  Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. In the event the Trustee takes
any action or follows any direction pursuant to this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion
against any loss or expense caused by taking such action or following such
direction. This Section 6.05 shall be in lieu of 'SS' 316(a)(1)(A) of the TIA,
and such 'SS' 316(a)(1)(A) of the TIA is hereby expressly excluded from this
Indenture and the Securities, as permitted by the TIA.

SECTION 6.06. Limitation on Suits.

                  A Securityholder may not pursue any remedy with respect to
this Indenture or the Securities unless:

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

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

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

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

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

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






<PAGE>

                                      -77-


SECTION 6.07. Rights of Holders To Receive Payment.

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

SECTION 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of principal or interest
specified in Section 6.01(a), (b) or (c) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or any other obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with interest overdue
on principal and to the extent that payment of such interest is lawful, interest
on overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. 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 (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Securities), its creditors or its property and shall
be entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each
Securityholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.







<PAGE>

                                      -78-


SECTION 6.10. Priorities.

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

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second: to holders of Senior Indebtedness and Guarantor Senior
         Indebtedness to the extent required by Articles Eight and Twelve
         hereof;

                  Third: to Holders for amounts due and unpaid on the Securities
         for principal and interest, ratably, without preference or priority of
         any kind, according to the amounts due and payable on the Securities
         for principal and interest, respectively; and

                  Fourth:  to the Company.

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Securityholders pursuant to
this Section 6.10.

SECTION 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as 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 and expenses, 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 6.11 shall not apply to a suit by the Trustee,
a suit by a Holder or group of Holders of more than 10% in aggregate principal
amount of the outstanding Securities, or to any suit instituted by any Holder
for the enforcement or the payment of the principal or interest on any
Securities on or after the respective due dates expressed in the Security.








<PAGE>

                                      -79-


                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

                  (b) Except during the continuance of a Default:

                  (1) The Trustee shall not be liable except for the performance
         of such duties as are specifically set forth herein; and

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

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

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

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

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any ac-







<PAGE>

                                      -80-


tion at the request or direction of Holders if it shall have reasonable grounds
for believing that repayment of such funds is not assured to it or it does not
receive from such Holders an indemnity satisfactory to it in its sole discretion
against such risk, liability, loss, fee or expense which might be incurred by it
in compliance with such request or direction.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.01.

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

SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and/or an Opinion of Counsel, which
         shall conform to the provisions of Section 11.05. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such certificate or opinion.

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

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

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

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








<PAGE>

                                      -81-


                  (g) 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 Securityholders pursuant to this Indenture,
         unless such Securityholders 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.

                  (h) 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 premises of the Company, personally or by agent or
         attorney.

                  (i) The Trustee shall not be deemed to have notice of any
         Event of Default unless a Trust Officer of the Trustee has actual
         knowledge thereof or unless the Trustee shall have received written
         notice thereof at the Corporate Trust Office of the Trustee, and such
         notice references the Securities and this Indenture.

SECTION 7.03. Individual Rights of Trustee.

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

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

                  If a Default or an Event of Default occurs and is continuing
and the Trustee knows of such Defaults or Events of Default, the Trustee shall
mail to each Securityholder







<PAGE>

                                      -82-


notice of the Default or Event of Default within 30 days after the occurrence
thereof or 30 days after it is known to a Trust Officer or written notice of it
is received by the Trustee. Except in the case of a Default or an Event of
Default in payment of principal of or interest on any Security or a Default or
Event of Default in complying with Section 5.01, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Securityholders.
This Section 7.05 shall be in lieu of the proviso to 'SS' 315(b) of the TIA and
such proviso to 'SS' 315(b) of the TIA is hereby expressly excluded from this
Indenture and the Securities, as permitted by the TIA.

SECTION 7.06. Reports by Trustee to Holders.

                  If required by TIA 'SS' 313(a), within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Securityholder a report dated as of such May 15 that complies
with TIA 'SS' 313(a). The Trustee also shall comply with TIA 'SS' 313(b),
(c) and (d).

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

                  The Company shall promptly notify the Trustee in writing if
the Securities become listed on any stock exchange or of any delisting thereof.

SECTION 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances (including fees, disbursements and expenses
of its agents and counsel) incurred or made by it in addition to the
compensation for its services except any such disbursements, expenses and
advances as may be attributable to the Trustee's negligence or bad faith. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents, accountants, experts and counsel and any taxes or other
expenses incurred by a trust created pursuant to Section 9.01 hereof.

                  The Company shall indemnify the Trustee for, and hold it
harmless against any and all loss, damage, claims, liability or expense,
including taxes (other than franchise taxes imposed on the Trustee and taxes
based upon, measured by or determined by the income of the Trustee), arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against







<PAGE>

                                      -83-


any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent that such loss, damage,
claim, liability or expense is due to its own negligence, bad faith or willful
misconduct. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. However, the failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense (and may employ its own counsel) at the Company's
expense; provided, however, that the Company's reimbursement obligation with
respect to counsel employed by the Trustee will be limited to the reasonable
fees and expenses of such counsel.

                  The Company need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld. The Company
need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee as a result of the violation of this Indenture by the
Trustee.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on particular
Securities or the Purchase Price or redemption price of any Securities to be
purchased pursuant to an Offer to Purchase or redeemed.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(h) or (i) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law. The Company's obligations under this
Section 7.07 and any claim arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article Nine and any rejection or termination under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Company
in writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee and the Company in
writing and may appoint a successor Trustee with the Company's consent. The
Company may remove the Trustee if:

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







<PAGE>

                                      -84-


                  (b) the Trustee is adjudged a bankrupt or an insolvent under
         any Bankruptcy Law;

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the 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 Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 7.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

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

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

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking corpora-







<PAGE>

                                      -85-


tion, the resulting, surviving or transferee corporation or banking corporation
without any further act shall be the successor Trustee.

SECTION 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA 'SS''SS' 310(a)(1) and 310(a)(2). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition. If the
Trustee has or shall acquire any "conflicting interest" within the meaning of
TIA 'SS' 310(b), the Trustee and the Company shall comply with the provisions
of 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. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.10, the Trustee
shall resign immediately in the manner and with the effect hereinbefore
specified in this Article Seven.

SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE EIGHT

                           SUBORDINATION OF SECURITIES

SECTION 8.01. Securities Subordinated to Senior Indebtedness.

                  The Company covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that all Securities shall be issued subject to the provisions of this Article
Eight; and each person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that all payments
of the principal of, premium of, if any, and interest on and other Obligations
relating to the Securities by or on behalf of the Company shall, to the extent
and in the manner set forth in this Article Eight, be subordinated and junior in
right of payment to the prior payment in full in cash of all amounts payable
under Senior Indebtedness.







<PAGE>

                                      -86-


SECTION 8.02. No Payment on Securities in Certain Circumstances.

                  (a) No direct or indirect payment or distribution (excluding
any payment in, or distribution of, Permitted Junior Securities and excluding
any payment from funds held in trust for the benefit of the Holders pursuant to
Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company or
any Subsidiary of the Company of principal of, premium, if any, or interest on,
or other Obligations with respect to, the Securities, whether pursuant to the
terms of the Securities, upon acceleration, pursuant to an Offer to Purchase,
redemption, defeasance, other purchase or otherwise, will be made if, at the
time of such payment or distribution, there exists a default in the payment of
all or any portion of the Obligations on any Designated Senior Indebtedness,
whether at maturity, on account of mandatory prepayment, acceleration or
otherwise, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Designated Senior
Indebtedness. In addition, during the continuance of any event of default (other
than a payment default described in the preceding sentence) with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
immediately accelerated, and upon receipt by the Trustee of written notice (a
"Payment Blockage Notice") from the holder or holders of such Designated Senior
Indebtedness or the trustee or agent acting on behalf of the holders of such
Designated Senior Indebtedness, then, unless and until such event of default has
been cured or waived or has ceased to exist or such Designated Senior
Indebtedness has been discharged or repaid in full in cash or the benefits of
these provisions have been waived by the holders of such Designated Senior
Indebtedness, no direct or indirect payment or distribution (excluding any
payment in, or distribution of, Permitted Junior Securities and excluding any
Defeasance Trust Payment) will be made by or on behalf of the Company of
principal of, premium, if any, or interest on, or other Obligations with respect
to, the Securities, to such Holders, during a period (a "Payment Blockage
Period") commencing on the date of receipt of such notice by the Trustee and
ending 179 days thereafter.

                  Notwithstanding anything in the subordination provisions of
this Indenture or the Securities to the contrary, (x) in no event will a Payment
Blockage Period extend beyond 179 days from the date the Payment Blockage Notice
in respect thereof was given, (y) there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect and (z) not more than one Payment Blockage Period may be commenced with
respect to the Securities during any period of 365 consecutive days. No event of
default that existed or was continuing on the date of commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period (to the extent the holder of Designated
Senior Indebtedness, or trustee or agent, giving notice commencing such Payment
Blockage Period had knowledge of such existing or continuing event of default)
may be, or be made, the basis for the







<PAGE>

                                      -87-


commencement of any other Payment Blockage Period by the holder or holders of
such Designated Senior Indebtedness or the trustee or agent acting on behalf of
such Designated Senior Indebtedness, whether or not within a period of 365
consecutive days, unless such event of default has been cured or waived for a
period of not less than 90 consecutive days.

                  (b) In the event that, notwithstanding the foregoing, any
payment or distribution shall be received by the Trustee or any Holder when such
payment or distribution is prohibited by Section 8.02(a), such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Designated Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Designated Senior Indebtedness may have been
issued, as their respective interests may appear.

SECTION 8.03. Payment Over of Proceeds upon Dissolution, etc.

                  (a) Upon any payment or distribution of assets or securities
of the Company of any kind or character, whether in cash, property or securities
(excluding any payment in, or distribution of, Permitted Junior Securities and
excluding Defeasance Trust Payment), upon any dissolution or winding-up or total
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings, all Senior
Indebtedness shall first be paid in full in cash before the Holders or the
Trustee on behalf of such Holders shall be entitled to receive any payment or
distribution by or on behalf of the Company with respect to the principal of,
premium, if any, or interest on, or other Obligations with respect to, the
Securities, or any payment or distribution by or on behalf of the Company to
acquire any of the Securities or related Obligations for cash, property or
securities, or any payment or distribution by or on behalf of the Company with
respect to the Securities of any cash, property or securities (excluding any
payment in, or distribution of, Permitted Junior Securities and excluding any
Defeasance Trust Payment). Before any payment or distribution may be made by, or
on behalf of, the Company with respect to the principal of, premium, if any, or
interest on, or other Obligations with respect to the Securities upon any such
dissolution or winding-up or total liquidation or reorganization or in
bankruptcy, insolvency, receivership or other proceedings, any payment in, or
distribution of, assets or securities of the Company of any kind or character,
whether in cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities and excluding any Defeasance Trust Payment), to
which the Holders or the Trustee on their behalf would be entitled, but for the
subordination provisions of this Indenture, shall be made by the Company or by
any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, directly to the holders of the Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their representatives or to the
trustee or trustees or agent or agents under any agreement or indenture pursuant
to which







<PAGE>

                                      -88-


any of such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all such Senior
Indebtedness in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Indebtedness.

                  (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any payment in, or distribution of, Permitted Junior
Securities and excluding any Defeasance Trust Payment), shall be received by the
Trustee or any Holder of Securities at a time when such payment or distribution
is prohibited by Section 8.03(a) and before all obligations in respect of Senior
Indebtedness are paid in full in cash, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their respective representatives, or to the trustee or trustees or agent or
agents under any indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 8.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 8.04. Subrogation.

                  Upon the payment in full in cash of all Senior Indebtedness,
or provision for payment in cash satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company made on such Senior Indebtedness until the
principal of and interest on the Securities shall be paid in full in cash; and,
for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Eight, and no payment over pursuant to
the provisions of this Article Eight to the holders of







<PAGE>

                                      -89-


Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article Eight are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Eight shall have been applied, pursuant to the provisions of this
Article Eight, to the payment of all amounts payable under Senior Indebtedness,
then and in such case, the Holders of the Securities shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount required to make payment in full in cash of such Senior Indebtedness.

SECTION 8.05. Obligations of Company Unconditional.

                  Nothing contained in this Article Eight or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Holder of any Security or the Trustee on their
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Eight of the holders of the Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Eight shall restrict the right of the Trustee or the
Holders of Securities to take any action to declare the Securities to be due and
payable prior to their stated maturity pursuant to Section 6.01 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full in cash before the Holders of
the Securities or the Trustee are entitled to receive any direct or indirect
payment from the Company of principal of or interest on the Securities.







<PAGE>

                                      -90-


SECTION 8.06. 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 Securities pursuant to the provisions of
this Article Eight. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Senior Indebtedness or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until the Trustee shall have received notice in writing at
its Corporate Trust Office to that effect signed by an Officer of the Company,
or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to
the receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided, however, that
if the Trustee shall not have received the notice provided for in this Section
8.06 at least two Business Days prior to the date upon which by the terms of
this Indenture any moneys shall become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any
Security), then, regardless of anything herein to the contrary, the Trustee
shall have full power and authority to receive any moneys from the Company and
to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date. Nothing contained in this Section 8.06 shall limit the right of
the holders of Senior Indebtedness to recover payments as contemplated by
Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Senior Indebtedness (or a trustee on behalf of, or other representative of, such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Eight, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness 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 Eight, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 8.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets or securities
referred to in this Article Eight, the Trustee and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dis-







<PAGE>

                                      -91-


solution, winding-up, liquidation or reorganization proceedings are pending, or
upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness 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 Eight.

SECTION 8.08. Trustee's Relation to Senior Indebtedness.

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

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Eight, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (except
as provided in Section 8.03(b)). The Trustee shall not be liable to any such
holders if the Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Eight or otherwise. Each Paying Agent shall be subject to
the same obligations under this Article Eight as is the Trustee.

SECTION 8.09. Subordination Rights Not Impaired by Acts or Omissions of the
              Company or Holders of Senior Indebtedness.

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein 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 act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. The provisions of this Article Eight are intended to be for the
benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.







<PAGE>

                                      -92-


SECTION 8.10. Securityholders Authorize Trustee To Effectuate Subordination of
              Securities.

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Eight, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, total
liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of the Company, the filing of a claim for the unpaid balance
of its or his Securities in the form required in those proceedings.

SECTION 8.11. This Article Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Eight
shall not be construed as preventing the occurrence of an Event of Default
specified in clauses (a), (b) or (c) of Section 6.01.

SECTION 8.12. Trustee's Compensation Not Prejudiced.

                  Nothing in this Article Eight shall apply to amounts due to
the Trustee pursuant to other sections in this Indenture.

SECTION 8.13. No Waiver of Subordination Provisions.

                  Without in any way limiting the generality of Section 8.09,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Eight or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, 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 Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (c) release any Person liable in any
manner for the collection of Senior Indebtedness; and (d) exercise or refrain
from exercising any rights against the Company and any other Person.







<PAGE>

                                      -93-


SECTION 8.14. Subordination Provisions Not Applicable to Money Held in Trust for
              Securityholders; Payments May Be Paid Prior to Dissolution.

                  All money and United States Government Obligations deposited
in trust with the Trustee pursuant to and in accordance with Article Nine shall
be for the sole benefit of the Holders and shall not be subject to this Article
Eight.

                  Nothing contained in this Article Eight or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 8.02 and 8.03, from making payments of principal of and interest on
the Securities or from depositing with the Trustee any moneys for such payments
or from effecting a termination of the Company's and the Subsidiary Guarantors'
obligations under the Securities and this Indenture as provided in Article Nine,
or (ii) the application by the Trustee of any moneys deposited with it for the
purpose of making such payments of principal of and interest on the Securities,
to the holders entitled thereto unless at least two Business Days prior to the
date upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 8.02(b) or in Section 8.06.
The Company shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company.

SECTION 8.15. Acceleration of Securities.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company shall promptly notify holders of the Designated
Senior Indebtedness of the acceleration.

                                  ARTICLE NINE

                             DISCHARGE OF INDENTURE

SECTION 9.01. Termination of Company's Obligations.

                  Subject to the provisions of Articles Eight and Twelve, the
Company may terminate its and the Subsidiary Guarantors' substantive obligations
in respect of the Securities and this Indenture by delivering all outstanding
Securities to the Trustee for cancellation and paying all sums payable by it on
account of principal of, premium, if any and interest on all Securities or
otherwise. In addition to the foregoing, subject to the provisions of Article
Eight with respect to the creation of the defeasance trust provided for in the
following clause (i), the Company may, provided that no Default has occurred and
is continuing or would arise therefrom (or, with respect to a Default with
respect to the Company







<PAGE>

                                      -94-


specified in Section 6.01(h) or (i), occurs at any time on or prior to the 91st
calendar day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 91st day)) under this
Indenture and provided that no default under any Senior Indebtedness would
result therefrom, terminate its and the Subsidiary Guarantors' substantive
obligations in respect of Article Four (other than Sections 4.01, 4.02, and
4.07) and Article Five hereof and any Event of Default specified in Section 6.01
(c), (d), (e), (f) or (g) by (i) depositing with the Trustee, under the terms of
an irrevocable trust agreement, money or United States Government Obligations
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Securities to redemption or maturity, as the case may be, (ii) delivering to the
Trustee either an Opinion of Counsel or a ruling directed to the Trustee from
the Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and termination of obligations, (iii) delivering to the Trustee an Opinion of
Counsel to the effect that the Company's exercise of its option under this
Section 9.01 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and (iv) delivering to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
compliance with all conditions precedent provided for herein. In addition,
subject to the provisions of Articles Eight and Twelve with respect to the
creation of the defeasance trust provided for in the following clause (i), the
Company may, provided that no Default has occurred and is continuing or would
arise therefrom (or, with respect to a Default with respect to the Company
specified in Section 6.01(h) or (i), occurs at any time on or prior to the 91st
calendar day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 91st day)) under this
Indenture and provided that no default under any Senior Indebtedness would arise
therefrom, terminate all of its and the Subsidiary Guarantors' substantive
obligations in respect of the Securities (including its obligations to pay the
principal of and interest on the Securities and the Subsidiary Guarantors'
Guaranty thereof) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement, money or United States Government Obligations
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Securities to redemption or maturity, as the case may be, (ii) delivering to the
Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and termination of
obligations or an Opinion of Counsel addressed to the Trustee based upon such a
ruling or based on a change in the applicable Federal tax law since the date of
this Indenture to such effect, (iii) delivering to the Trustee an Opinion of
Counsel to the effect that the Company's exercise of its option under this
Section 9.01 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company







<PAGE>

                                      -95-


Act and (iv) delivering to the Trustee an Officers' Certificate and an Opinion
of Counsel each stating compliance with all conditions precedent provided for
herein.

                  Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13,
4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer
outstanding. Thereafter the Company's obligations in Sections 7.07, 9.03 and
9.04 shall survive.

                  After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Company's and the Subsidiary
Guarantors' obligations under the Securities and this Indenture except for those
surviving obligations specified above.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the United States
Government Obligations deposited pursuant to this Section 9.01 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of outstanding Securities.

SECTION 9.02. Application of Trust Money.

                  The Trustee shall hold in trust money or United States
Government Obligations deposited with it pursuant to Section 9.01, and shall
apply the deposited money and the money from United States Government
Obligations in accordance with this Indenture solely to the payment of principal
of and interest on the Securities.

SECTION 9.03. Repayment to Company.

                  Subject to Sections 7.07 and 9.01, the Trustee shall promptly
pay to the Company upon written request any excess money held by it at any time.
The Trustee shall pay to the Company upon written request any money held by it
for the payment of principal or interest that remains unclaimed for two years.
After payment to the Company, Securityholders entitled to money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

SECTION 9.04. Reinstatement.

                  If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and the Subsidiary Guarantors' obli-







<PAGE>

                                      -96-


gations under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 9.01 until such time as
the Trustee is permitted to apply all such money or United States Government
Obligations in accordance with Section 9.01; provided, however, that if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or United States Government Obligations held by the Trustee.

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01. Without Consent of Holders.

                  The Company and the Subsidiary Guarantors, when authorized by
a resolution of their respective Boards of Directors, and the Trustee may amend
or supplement this Indenture or the Securities without notice to or consent of
any Securityholder:

                  (a) to cure any ambiguity, defect or inconsistency; provided,
         however, that such amendment or supplement does not adversely affect
         the rights of any Holder;

                  (b) to effect the assumption by a successor Person of all
         obligations of the Company under the Securities and this Indenture in
         connection with any transaction complying with Article Five of this
         Indenture;

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

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

                  (e) to make any change that would provide any additional
         benefit or rights to the Holders;

                  (f) to make any change that does not adversely affect the
         rights of any Holder under this Indenture;

                  (g) to evidence the succession of another Person to any
         Subsidiary Guarantor and the assumption by any such successor of the
         covenants of such Subsidiary







<PAGE>

                                      -97-


         Guarantor herein and in the Guaranty in connection with any transaction
         complying with Article Five of this Indenture;

                  (h) to add to the covenants of the Company or the Subsidiary
         Guarantors for the benefit of the Holders, or to surrender any right or
         power herein conferred upon the Company or any Subsidiary Guarantor;

                  (i) to secure the Securities pursuant to the requirements of
         Section 4.18 or otherwise; or

                  (j) to reflect the release of a Subsidiary Guarantor from its
         obligations with respect to its Guaranty in accordance with the
         provisions of Section 11.03 and to add a Subsidiary Guarantor pursuant
         to the requirements of Section 4.19;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 10.01.

SECTION 10.02. With Consent of Holders.

                  Subject to Section 6.07, the Company and the Subsidiary
Guarantors, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may amend or supplement this Indenture or the
Securities with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities (including consents obtained in
connection with a tender offer or exchange offer for the Securities). Subject to
Section 6.07, the Holders of a majority in principal amount of the outstanding
Securities (including consents obtained in connection with a tender offer or
exchange offer for the Securities) may waive compliance by the Company or any
Subsidiary Guarantor with any provision of this Indenture or the Securities.
However, without the consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, may not:

                  (a) change the Stated Maturity of the principal of or any
         installment of interest on any Security or alter the optional
         redemption or repurchase provisions of any Security or this Indenture
         in a manner adverse to the Holders of the Securities;

                  (b)   reduce the principal amount (or premium) of any
         Security;

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







<PAGE>

                                      -98-


                  (d) change the place or currency of payment of the principal
         of (or premium) or interest on any Security;

                  (e) modify any provisions of Section 6.04 (other than to add
         sections of this Indenture or the Securities subject thereto) or 6.07
         or this Section 10.02 (other than to add sections of this Indenture or
         the Securities which may not be amended, supplemented or waived without
         the consent of each Securityholder affected);

                  (f) reduce the percentage of the principal amount of
         outstanding Securities necessary for amendment to or waiver of
         compliance with any provision of this Indenture or the Securities or
         for waiver of any Default;

                  (g) waive a Default in the payment of the principal of or
         interest on or redemption or purchase payment with respect to any
         Security (except a rescission of acceleration of the Securities by the
         Holders as provided in Section 6.02 and a waiver of the payment default
         that resulted from such acceleration);

                  (h) modify the ranking or priority of the Securities or the
         Guaranty in respect of any Subsidiary Guarantor, or modify the
         definition of Senior Indebtedness or Guarantor Senior Indebtedness or
         amend or modify any of the provisions of Article Eight or Article
         Twelve in any manner adverse to the Holders;

                  (i) modify the provisions relating to any Offer to Purchase
         required pursuant to Section 4.05 or 4.14 in a manner materially
         adverse to the Holders affected thereby; or

                  (j) release any Subsidiary Guarantor from any of its
         obligations under its Guaranty or this Indenture except in accordance
         with its Guaranty or this Indenture.

                  An amendment under this Section 10.02 may not make any change
under Article Eight or Twelve hereof that adversely affects in any material
respect the rights of any holder of Senior Indebtedness or Guarantor Senior
Indebtedness, as the case may be, then outstanding unless the holders of such
Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be (or any
group or representative thereof authorized to give a consent), shall have
consented to such change.

                  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







<PAGE>

                                      -99-


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

SECTION 10.03. Compliance with Trust Indenture Act.

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

SECTION 10.04. Revocation and Effect of Consents.

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

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then,
notwithstanding the last sentence of the immediately preceding paragraph, those
persons who were Holders of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Securities after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date (except as to any supplemental indenture, agreement or
instrument or waiver entered into, or any other action taken in respect of such
consent, prior to the expiration of such 120 day period).

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (a) through (j) of Section 10.02. In that case the amendment, supplement
or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.







<PAGE>

                                     -100-


SECTION 10.05. Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee shall (if required by the Company and in accordance with
the specific direction of the Company) require the Holder of the Security to
deliver it to the Trustee. The Trustee shall (if required by the Company and in
accordance with the specific direction of the Company) place an appropriate
notation on the Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

SECTION 10.06. Trustee To Sign Amendments, etc.

                  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Ten is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company and
the Subsidiary Guarantors, enforceable in accordance with its terms (subject to
customary exceptions). The Trustee shall execute any such amendment, supplement
or waiver which does not adversely affect the Trustee's own rights, duties or
immunities under this Indenture or otherwise. If such amendment, supplement or
waiver adversely affects the Trustee's rights, duties or immunities under this
Indenture, the Trustee may, but need not sign such amendment, supplement or
waiver.

                                 ARTICLE ELEVEN

                                    GUARANTY

SECTION 11.01. Unconditional Guaranty.

                  Each Subsidiary Guarantor hereby unconditionally, jointly and
severally, guarantees (each, a "Guaranty" or "Security Guarantee") to each
Holder of a Security authenticated by the Trustee and to the Trustee and its
successors and assigns that: the principal of and interest on the Securities
will be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration or otherwise, and interest on the overdue
principal and interest on any overdue interest on the Securities and all other
obligations of the Company to the Holders or the Trustee hereunder or under the
Securities will be promptly paid in full or performed, all in accordance with
the terms hereof and







<PAGE>

                                     -101-


thereof; subject, however, to the limitations set forth in Section 11.04. Each
Subsidiary Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Subsidiary Guarantor. Each
Subsidiary Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that the Guaranty will not be
discharged except by complete performance of the obligations contained in the
Securities, this Indenture, and this Guaranty. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, any Subsidiary
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Subsidiary Guarantor, any amount paid
by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this
Guaranty, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Subsidiary Guarantor further agrees that, as between each
Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six for the purpose of this Guaranty,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forth become due and payable
by each Subsidiary Guarantor for the purpose of this Guaranty.

SECTION 11.02. Severability.

                  In case any provision of this Guaranty 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 11.03. Release of a Subsidiary Guarantor.

                  If no Default exists or would exist under this Indenture,
concurrently with any sale or disposition of any Subsidiary Guarantor by merger,
sale of all or substantially all of its assets, liquidation or otherwise which
is in compliance with the terms of this Indenture (other than a transaction
subject to the first and third paragraphs of Section 5.01(a)) such Subsidiary
Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a
Subsidiary Guarantor will automatically and unconditionally be released from all
obligations under its Guaranty. In addition, subject to the foregoing
conditions, any Subsidiary Guarantor will automatically and unconditionally be
released from all obligations under its Guar-







<PAGE>

                                     -102-


anty, unless the Company otherwise elects, if such Subsidiary Guarantor (i) is
designated as an Unrestricted Subsidiary in compliance with the terms of this
Indenture or (ii) ceases to be a guarantor of, or is released from its
guarantees of, and all pledges and security granted in connection with, the
Credit Facility. Such Subsidiary that has been released from its Guaranty
pursuant to this Section may at any time thereafter still become a Subsidiary
Guarantor pursuant to Section 4.19. The Trustee shall, at the sole cost and
expense of the Company and upon receipt at the reasonable request of the Trustee
of an Opinion of Counsel that the provisions of this Section 11.03 have been
complied with, deliver an appropriate instrument evidencing such release upon
receipt of a request by the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section 11.03. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of and
interest on the Securities and the other obligations of the Company hereunder as
provided in this Article Eleven.

SECTION 11.04. Limitation of Subsidiary Guarantor's Liability.

                  Each Subsidiary Guarantor, and by its acceptance hereof each
Holder and the Trustee, hereby confirms that it is the intention of all such
parties that the guarantee by such Subsidiary Guarantor pursuant to its Guaranty
not constitute a fraudulent transfer or conveyance for purposes of title 11 of
the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other
applicable law. To effectuate the foregoing intention, the Holders and each
Subsidiary Guarantor hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Guaranty shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Subsidiary Guarantor (including any Senior Indebtedness incurred after the
Issue Date) and after giving effect to any collections from or payments made by
or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Guaranty or pursuant to Section 11.05,
result in the obligations of such Subsidiary Guarantor under its Guaranty not
constituting such a fraudulent transfer or conveyance.

SECTION 11.05. Contribution.

                  In order to provide for just and equitable contribution among
the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under the Guaranty, such Funding Guarantor shall be
entitled to a contribution from all other Subsidiary Guarantors in a pro rata
amount, based on the net assets of each Subsidiary Guarantor (including the
Funding Guarantor), determined in accordance with GAAP, subject to Section
11.04, for all payments, damages and expenses incurred by such Funding Guarantor
in







<PAGE>

                                     -103-


discharging the Company's obligations with respect to the Securities or any
other Subsidiary Guarantor's obligations with respect to the Guaranty.

SECTION 11.06. Execution of Security Guaranty.

                  To further evidence their Guaranty to the Holders, each of the
Subsidiary Guarantors hereby agree to execute a Security Guarantee to be
endorsed on each Security ordered to be authenticated and delivered by the
Trustee. Each Subsidiary Guarantor hereby agrees that its Guaranty set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Security a Security Guarantee. Each such Security Guarantee
shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the
Board, its President or one of its Vice Presidents prior to the authentication
of the Security on which it is endorsed, and the delivery of such Security by
the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Security Guarantee on behalf of such Subsidiary Guarantor. Such
signature upon the Security Guarantee may be manual or facsimile signature of
such officer and may be imprinted or otherwise reproduced on the Security
Guarantee, and in case such officer who shall have signed the Security Guarantee
shall cease to be such officer before the Security on which such Security
Guarantee is endorsed shall have been authenticated and delivered by the Trustee
or disposed of by the Company, such Security nevertheless may be authenticated
and delivered or disposed of as though the Person who signed the Security
Guarantee had not ceased to be such officer of such Subsidiary Guarantor.

SECTION 11.07. Subordination of Subrogation and Other Rights.

                  Each Subsidiary Guarantor hereby agrees that any claim against
the Company that arises from the payment, performance or enforcement of such
Subsidiary Guarantor's obligations under its Guaranty or this Indenture,
including, without limitation, any right of subrogation, shall be subject and
subordinate to, and no payment with respect to any such claim of such Subsidiary
Guarantor shall be made before, the payment in full in cash of all outstanding
Securities in accordance with the provisions provided therefor in this
Indenture.







<PAGE>

                                     -104-


                                 ARTICLE TWELVE

                            SUBORDINATION OF GUARANTY

SECTION 12.01. Guaranty Obligations Subordinated to Guarantor Senior
               Indebtedness.

                  Each Subsidiary Guarantor covenants and agrees, and the
Trustee and each Holder of the Securities by his acceptance thereof likewise
covenant and agree, that the Guaranty of such Subsidiary Guarantor shall be
issued subject to the provisions of this Article Twelve; and each person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that all payments of the principal of,
premium of, if any, and interest on and other Obligations relating to the
Securities pursuant to the Guaranty made by or on behalf of any Subsidiary
Guarantor shall, to the extent and in the manner set forth in this Article
Twelve, be subordinated and junior in right of payment to the prior payment in
full in cash of all amounts payable under Guarantor Senior Indebtedness of such
Subsidiary Guarantor.

SECTION 12.02. No Payment on Guaranties in Certain Circumstances.

                  (a) No direct or indirect payment or distribution (excluding
any payment in, or distribution of, Permitted Junior Securities and excluding
any Defeasance Trust Payments) by or on behalf of any Subsidiary Guarantor of
principal of, premium, if any, or interest on, or other Obligations with respect
to, the Securities pursuant to such Subsidiary Guarantor's Guaranty, whether
pursuant to the terms of the Securities, upon acceleration, pursuant to an Offer
to Purchase, redemption, defeasance, other purchase or otherwise, will be made
if, at the time of such payment or distribution, there exists a default in the
payment of all or any portion of the Obligations on any Designated Senior
Indebtedness guaranteed by a Guarantor, whether at maturity, on account of
mandatory prepayment, acceleration or otherwise, and such default shall not have
been cured or waived or the benefits of this sentence waived by or on behalf of
the holders of such Guarantor Senior Indebtedness. In addition, during any
Payment Blockage Period with respect to Designated Senior Indebtedness
guaranteed by a Guarantor, no direct or indirect payment or distribution
(excluding any payment or distribution of Permitted Junior Securities and
excluding any Defeasance Trust Payment) will be made by or on behalf of such
Subsidiary Guarantor of principal of, premium, if any, or interest on, or other
Obligations with respect to, the Securities.

                  (b) In the event that, notwithstanding the foregoing, any
payment or distribution shall be received by the Trustee or any Holder when such
payment or distribution is prohibited by Section 12.02(a), such payment or
distribution shall be held in trust for the







<PAGE>

                                     -105-


benefit of, and shall be paid over or delivered to, the holders of such
Guarantor Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Guarantor
Senior Indebtedness may have been issued, as their respective interests may
appear.

SECTION 12.03. Payment Over of Proceeds upon Dissolution, etc.

                  (a) Upon any payment or distribution of assets or securities
of any Subsidiary Guarantor of any kind or character, whether in cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities and excluding Defeasance Trust Payments), upon any dissolution or
winding-up or total liquidation or reorganization of such Subsidiary Guarantor,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all Guarantor Senior Indebtedness of such Subsidiary
Guarantor shall first be paid in full in cash before the Holders of the
Securities or the Trustee on behalf of such Holders shall be entitled to receive
any payment or distribution by or on behalf of such Subsidiary Guarantor with
respect to the principal of, premium, if any, or interest on, or other
Obligations with respect to, the Securities pursuant to such Subsidiary
Guarantor's Guaranty, or any payment or distribution by or on behalf of such
Subsidiary Guarantor to acquire any of the Securities or related Obligations for
cash, property or securities, or any payment or distribution by or on behalf of
such Subsidiary Guarantor with respect to the Securities of any cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities and excluding any Defeasance Trust Payment). Before any payment or
distribution may be made by, or on behalf of, any Subsidiary Guarantor with
respect to the principal of, premium, if any, or interest on, or other
Obligations with respect to the Securities upon any such dissolution or
winding-up or total liquidation or reorganization or in bankruptcy, insolvency,
receivership or other proceedings, any payment in or distribution of assets or
securities of such Subsidiary Guarantor of any kind or character, whether in
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities and excluding any Defeasance Trust Payment), to which the
Holders of the Securities or the Trustee on their behalf would be entitled, but
for the subordination provisions of this Indenture, shall be made by such
Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, directly to
the holders of the Guarantor Senior Indebtedness of such Subsidiary Guarantor
(pro rata to such holders on the basis of the respective amounts of such
Guarantor Senior Indebtedness held by such holders) or their representatives or
to the trustee or trustees or agent or agents under any agreement or indenture
pursuant to which any of such Guarantor Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to pay
all such Guarantor Senior Indebtedness in full in cash after giving effect to
any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Indebtedness.







<PAGE>

                                     -106-


                  (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Subsidiary Guarantor of any kind or character, whether in
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities and excluding any Defeasance Trust Payment), shall be received
by the Trustee or any Holder of Securities at a time when such payment or
distribution is prohibited by Section 12.03(a) and before all obligations in
respect of the Guarantor Senior Indebtedness of such Subsidiary Guarantor are
paid in full in cash, such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of such Guarantor Senior Indebtedness held by such holders)
or their respective representatives, or to the trustee or trustees or agent or
agents under any indenture pursuant to which any of such Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of such Guarantor Senior Indebtedness remaining
unpaid until all such Guarantor Senior Indebtedness has been paid in full in
cash after giving effect to any prior or concurrent payment, distribution or
provision therefor to or for the holders of such Guarantor Senior Indebtedness.

                  The consolidation of any Subsidiary Guarantor with, or the
merger of any Subsidiary Guarantor with or into, another corporation or the
liquidation or dissolution of any Subsidiary Guarantor following the conveyance
or transfer of its property as an entirety, or substantially as an entirety, to
another corporation upon the terms and conditions provided in Article Five shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 12.03 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Five.

SECTION 12.04. Subrogation.

                  Upon the payment in full in cash of all Guarantor Senior
Indebtedness of a Subsidiary Guarantor, or provision for payment in cash
satisfactory to the holders of Guarantor Senior Indebtedness, the Holders of the
Securities shall be subrogated to the rights of the holders of such Guarantor
Senior Indebtedness to receive payments or distributions of cash, property or
securities of such Subsidiary Guarantor made on such Guarantor Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Guarantor Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee on
their behalf would be entitled except for the provisions of this Article Twelve,
and no payment over pursuant to the provisions of this Article Twelve to the
holders of such Guarantor Senior Indebtedness by Holders of the Securities or
the Trustee on their behalf shall, as between such Subsidiary Guarantor, its
creditors







<PAGE>

                                     -107-


other than holders of such Guarantor Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment by such Subsidiary Guarantor to or on
account of such Guarantor Senior Indebtedness. It is understood that the
provisions of this Article Twelve are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of Guarantor Senior Indebtedness of each Subsidiary Guarantor,
on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Twelve shall have been applied, pursuant to the provisions of this
Article Twelve, to the payment of all amounts payable under Guarantor Senior
Indebtedness, then and in such case, the Holders of the Securities shall be
entitled to receive from the holders of such Guarantor Senior Indebtedness any
payments or distributions received by such holders of Guarantor Senior
Indebtedness in excess of the amount required to make payment in full in cash of
such Guarantor Senior Indebtedness.

SECTION 12.05. Obligations of Subsidiary Guarantors Unconditional.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities or the Guaranties is intended to or shall impair,
as among each of the Subsidiary Guarantors and the Holders of the Securities,
the obligation of each Subsidiary Guarantor, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of any Subsidiary
Guarantor other than the holders of Guarantor Senior Indebtedness of such
Subsidiary Guarantor, nor shall anything herein or therein prevent the Holder of
any Security or the Trustee on their behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Twelve of the holders of Guarantor
Senior Indebtedness in respect of cash, property or securities of any Subsidiary
Guarantor received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Twelve shall restrict the right of the Trustee or the
Holders of Securities to take any action to declare the Securities to be due and
payable prior to their stated maturity pursuant to Section 6.01 or to pursue any
rights or remedies hereunder; provided, however, that all Guarantor Senior
Indebtedness of any Subsidiary Guarantor then due and payable shall first be
paid in full in cash before the Holders of the Securities or the Trustee are
entitled to receive any direct or indirect payment from such Subsidiary
Guarantor of principal of or interest on the Securities pursuant to such
Subsidiary Guarantor's Guaranty.







<PAGE>

                                     -108-


SECTION 12.06. Notice to Trustee.

                  The Company and each Subsidiary Guarantor shall give prompt
written notice to the Trustee of any fact known to the Company or such
Subsidiary Guarantor which would prohibit the making of any payment to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
Twelve. The Trustee shall not be charged with knowledge of the existence of any
event of default with respect to any Guarantor Senior Indebtedness or of any
other facts which would prohibit the making of any payment to or by the Trustee
unless and until the Trustee shall have received notice in writing at its
Corporate Trust Office to that effect signed by an Officer of the Company or
such Subsidiary Guarantor, or by a holder of Guarantor Senior Indebtedness or
trustee or agent therefor; and prior to the receipt of any such written notice,
the Trustee shall, subject to Article Seven, be entitled to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 12.06 at least two Business Days prior to
the date upon which by the terms of this Indenture any moneys shall become
payable for any purpose (including, without limitation, the payment of the
principal of or interest on any Security), then, regardless of anything herein
to the contrary, the Trustee shall have full power and authority to receive any
moneys from any Subsidiary Guarantor and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 12.06 shall limit the right of the holders of
Guarantor Senior Indebtedness to recover payments as contemplated by Section
12.03. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of any
Guarantor Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Guarantor Senior Indebtedness or a trustee or representative on
behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Twelve, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness 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 Twelve, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.







<PAGE>

                                     -109-


SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets or securities of a
Subsidiary Guarantor referred to in this Article Twelve, the Trustee and the
Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of
Guarantor Senior Indebtedness of such Subsidiary Guarantor and other
indebtedness of such Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Twelve.

SECTION 12.08. Trustee's Relation to Guarantor Senior Indebtedness.

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

                  With respect to the holders of Guarantor Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Twelve, and no implied
covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness (except as provided in Section 12.03(b)). The Trustee shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other
person cash, property or securities to which any holders of Guarantor Senior
Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.
Each Paying Agent shall be subject to the same obligations under this Article
Twelve as is the Trustee.

SECTION 12.09. Subordination Rights Not Impaired by Acts or Omissions of the
               Subsidiary Guarantors or Holders of Guarantor Senior
               Indebtedness.

                  No right of any present or future holders of any Guarantor
Senior Indebtedness to enforce subordination as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of any Subsidiary Guarantor or by any







<PAGE>

                                     -110-


act or failure to act, in good faith, by any such holder, or by any
noncompliance by any Subsidiary Guarantor with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. The provisions of this Article Twelve are intended to be for
the benefit of, and shall be enforceable directly by, the holders of Guarantor
Senior Indebtedness.

SECTION 12.10. Securityholders Authorize Trustee To Effectuate Subordination of
               Guaranty.

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Twelve, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, total
liquidation or reorganization of any Subsidiary Guarantor (whether in
bankruptcy, insolvency, receivership, reorganization or similar proceedings or
upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of such Subsidiary Guarantor, the filing
of a claim for the unpaid balance of its or his Securities in the form required
in those proceedings.

SECTION 12.11. This Article Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Twelve
shall not be construed as preventing the occurrence of an Event of Default
specified in clauses (a), (b) or (c) of Section 6.01.

SECTION 12.12. Trustee's Compensation Not Prejudiced.

                  Nothing in this Article Twelve shall apply to amounts due to
the Trustee pursuant to other sections in this Indenture.

SECTION 12.13. No Waiver of Guaranty Subordination Provisions.

                  Without in any way limiting the generality of Section 12.09,
the holders of Guarantor Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Twelve or the obligations hereunder of the Holders of the Securities to the
holders of Guarantor Senior Indebtedness, 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, Guarantor Senior Indebtedness or any instrument
evidencing the same or any







<PAGE>

                                     -111-


agreement under which Guarantor Senior Indebtedness is outstanding or secured;
(b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Guarantor Senior Indebtedness;
and (d) exercise or refrain from exercising any rights against any Subsidiary
Guarantor and any other Person.

SECTION 12.14. Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) a Subsidiary Guarantor, except under the conditions
described in Sections 12.02 and 12.03, from making payments of principal of and
interest on the Securities, or from depositing with the Trustee any moneys for
such payments, or (ii) the application by the Trustee of any moneys deposited
with it for the purpose of making such payments of principal of and interest on
the Securities, to the holders entitled thereto unless at least two Business
Days prior to the date upon which such payment becomes due and payable, the
Trustee shall have received the written notice provided for in Section 12.02(b)
or in Section 12.06. The Subsidiary Guarantors shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of
such Subsidiary Guarantor.

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01. Trust Indenture Act Controls.

                  This Indenture is subject to the provisions of the TIA that
are required to be a part of this Indenture, and shall, to the extent
applicable, be governed by such provisions. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

                  The provisions of TIA 'SS''SS' 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.







<PAGE>

                                     -112-


SECTION 13.02. Notices.

                  Any notice or communication shall be sufficiently given if in
writing and delivered in person, by facsimile and confirmed by overnight
courier, or mailed by first-class mail addressed as follows:

                  if to the Company or to the Subsidiary Guarantors:

                  Gentek Inc.
                  Liberty Lane
                  Hampton, New Hampshire  03842

                  Attention:  Todd M. DuChene, Secretary

                  Facsimile:   (603) 929-2703
                  Telephone:  (603) 929-2340

                  with a copy to:

                  Debevoise & Plimpton
                  875 Third Avenue
                  New York, New York

                  Attention:  George E. B. Maguire, Esq.

                  Facsimile:   (212) 909-6072
                  Telephone:  (212) 909-6836

                  if to the Trustee:

                  U.S. Bank Trust National Association
                  111 E. Wacker Drive
                  Suite 3000
                  Chicago, IL  60601

                  Attention:  Corporate Trust Administration

                  Facsimile:   (312) 228-9401
                  Telephone:  (312) 229-9418







<PAGE>

                                     -113-


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

                  Any notice or communication mailed, first-class, postage
prepaid, to a Holder including any notice delivered in connection with TIA
'SS' 310(b), TIA 'SS' 313(c), TIA 'SS' 314(a) and TIA 'SS' 315(b), shall be
mailed to him at his address as set forth on the Security Register and shall be
sufficiently given to him if so mailed within the time prescribed. To the extent
required by the TIA, any notice or communication shall also be mailed to any
Person described in TIA 'SS' 313(c).

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

                  In case, by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail notice of any
event as required by any provision of this Indenture, then such notification as
shall be made with the approval of the Trustee (such approval not to be
unreasonably withheld) shall constitute a sufficient notification for every
purpose hereunder.

SECTION 13.03. Communications by Holders with Other Holders.

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

SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company
shall furnish to the Trustee at the request of the Trustee:

                  (1) an Officers' Certificate in form and substance
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any,







<PAGE>

                                     -114-


         provided for in this Indenture relating to the proposed action have
         been complied with; and

                  (2) an Opinion of Counsel in form and substance satisfactory
         to the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with except that, in the case
         of any such application or request as to which the furnishing of such
         documents is specifically required by any provisions of this Indenture
         relating to such particular application or request, no additional
         certificate or opinion need be furnished.

SECTION 13.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 4.11) shall include:

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

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

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

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

SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.

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

SECTION 13.07. Governing Law.

                  The laws of the State of New York shall govern this Indenture,
the Securities and the Security Guarantees without regard to principles of
conflicts of law.







<PAGE>

                                     -115-


SECTION 13.08. No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities, the
Guaranty of such Subsidiary Guarantor or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability,
which waiver and release are part of the consideration for issuance of the
Securities.

SECTION 13.09. Successors.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of each Subsidiary Guarantor
in this Indenture and such Subsidiary Guarantor's Guaranty shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.

SECTION 13.10. Counterpart Originals.

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

SECTION 13.11. Severability.

                  In case any provision in this Indenture, in the Securities or
in the Guaranty 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, and a Holder shall have no claim therefor against
any party hereto.

SECTION 13.12. No Adverse Interpretation of Other Agreements.

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

SECTION 13.13. Legal Holidays.

                  If a payment date is a not a Business Day at a place of
payment, payment may be made at that place on the next succeeding Business Day,
and no interest shall accrue for the intervening period.







<PAGE>

                                     -116-


                            [Signature Pages Follow]







<PAGE>


                                   SIGNATURES



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


                                  GENTEK, INC.




                                  By:  /s/ Michael R. Herman
                                      _____________________________________
                                      Name: Michael R. Herman
                                      Title: Vice President


                                  GENERAL CHEMICAL CORPORATION
                                  TOLEDO TECHNOLOGIES INC.
                                  PRINTING DEVELOPMENTS INC.
                                  BALCRANK PRODUCTS, INC.
                                  HMC PATENTS HOLDING COMPANY INC.
                                  WATERSIDE URBAN RENEWAL CORP.
                                  REHEIS INC.
                                  DEFIANCE INC.
                                  BINDERLINE DRAFTLINE, INC.
                                  DEFIANCE PRECISION PRODUCTS, INC.
                                  HY-FORM PRODUCTS, INC.
                                  DEFIANCE TESTING AND ENGINEERING
                                   SERVICES, INC.
                                  NOMA CORPORATION
                                  PTC MEXICO CORPORATION
                                  NOMA OP INC.
                                  ELECTRONIC INTERCONNECT SERVICES, INC. SYSTEMS
                                   INC.
                                  DEFIANCE KINEMATICS INC.,
                                   as Subsidiary Guarantors





                                  By:  /s/ Michael R. Herman
                                      _____________________________________
                                      Name: Michael R. Herman
                                      Title: Authorized Officer or Person












<PAGE>


                                       S-2

                                       HN INVESTMENT HOLDINGS INC.,
                                          as a Subsidiary Guarantor



                                       By: /s/ Todd M. DuChene
                                          ______________________________________
                                          Name: Todd M. DuChene
                                          Title: Vice President


                                       U.S. BANK TRUST NATIONAL
                                          ASSOCIATION, as Trustee



                                       By: /s/ K. Wendy Kumar
                                          ______________________________________
                                          Name:  K. Wendy Kumar
                                          Title: Vice President










<PAGE>


                                                                       EXHIBIT A


                           [FORM OF SERIES A SECURITY]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND, IN






                                      A-1








<PAGE>

THE CASE OF THE FOREGOING CAUSE (E), A CERTIFICATE OF TRANSFER (A FORM OF WHICH
MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE) COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.







                                      A-2










<PAGE>


                                   GENTEK INC.
                          11% Senior Subordinated Note
                          due August 1, 2009, Series A

                                                           CUSIP No.:[         ]

No. [         ]                                                   $[           ]

                  GENTEK INC., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to [   ]
or registered assigns, the principal sum of [      ] Dollars, on August 1, 2009.

                  Interest Payment Dates: February 1 and August 1, commencing on
February 1, 2000.

                  Interest Record Dates: January 15 and July 15

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






                                      A-3









<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                       GENTEK INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:



Dated:  August 9, 1999






                                      A-4










<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 11% Senior Subordinated Notes due August 1,
2009, Series A, described in the within-mentioned Indenture.

Dated:  August 9, 1999

                                       U.S. BANK NATIONAL TRUST
                                          ASSOCIATION, as Trustee



                                       By:
                                            ____________________________________
                                            Authorized Signatory









                                      A-5









<PAGE>


                              (REVERSE OF SECURITY)

                                   GENTEK INC.

                          11% Senior Subordinated Note
                          due August 1, 2009, Series A

1.       Interest.

                  GENTEK INC., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. Cash interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
August 9, 1999. The Company will pay interest semi-annually in arrears on each
Interest Payment Date, commencing February 1, 2000. 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 from time
to time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities.

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are canceled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company shall
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 ("U.S. Legal
Tender"). However, the Company may pay principal and interest by wire transfer
of Federal funds (provided that the Paying Agent shall have received wire
instructions on or prior to the relevant Interest Record Date), or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.       Paying Agent and Registrar.

                  Initially, U.S. Bank Trust National Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar






                                      A-6









<PAGE>

without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent or Registrar.

4.       Indenture and Guarantees.

                  The Company issued the Securities under an Indenture, dated as
of August 9, 1999 (the "Indenture"), by and among the Company, the Subsidiary
Guarantors and the Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. This Security is one of a duly
authorized issue of Securities of the Company designated as its 11% Senior
Subordinated Notes due 2009, Series A (the "Initial Securities"), limited
(except as otherwise provided in the Indenture) in aggregate principal amount to
$200,000,000, which may be issued under the Indenture. The Securities include
the Initial Securities, the Private Exchange Securities (as defined in the
Indenture) and the Unrestricted Securities (as defined below) issued in exchange
for the Initial Securities pursuant to the Registration Rights Agreement. The
Initial Securities, the Private Exchange Securities and the Unrestricted
Securities are treated as a single class of securities under the Indenture. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
'ss''ss' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
(except as otherwise indicated in the Indenture) until such time as the
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which the Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general unsecured obligations of the Company. The Securities
are subordinated in right of payment to all Senior Indebtedness of the Company
to the extent and in the manner provided in the Indenture. Each Holder of a
Security, by accepting a Security, agrees to such subordination, authorizes the
Trustee to give effect to such subordination and appoints the Trustee as
attorney-in-fact for such purpose.

                  Payment on the Securities is guaranteed (each, a "Guaranty"),
on a senior subordinated basis, jointly and severally, by each Eligible
Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary
Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In
addition, the Indenture requires the Company to cause each Eligible Subsidiary
formed, created or acquired after the Issue Date that borrows under, or is
required to become a guarantor of, the Credit Facility to become a party to the
Indenture as a Subsidiary Guarantor and guarantee payment on the Securities
pursuant to Article Eleven and Article Twelve of the Indenture. In certain
circumstances, the Guaranties may be released.





                                      A-7









<PAGE>

5.       Optional Redemption.

                  The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after August 1, 2004, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, 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), if redeemed during
the twelve-month period beginning on August 1, of the years indicated below:

<TABLE>
<CAPTION>

                                             REDEMPTION
                 YEAR                          PRICE
     ---------------------------------       --------
<S>                                          <C>
     2004.................................   105.500%
     2005.................................   103.667%
     2006.................................   101.833%
     2007 and thereafter..................   100.000%

</TABLE>

6.      Optional Redemption upon Equity Issuance.

                  In addition, at any time and from time to time on or prior to
August 1, 2002, the Company may redeem in the aggregate up to 35% of the
originally issued aggregate principal amount of the Securities with the net cash
proceeds of one or more Equity Issuances, at a redemption price in cash equal to
111.0% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that at least 65% of the originally
issued aggregate principal amount of the Securities must remain outstanding
immediately after giving effect to each such redemption (excluding any
Securities held by the Company or any of its Affiliates). Notice of any such
redemption must be given within 90 days after the date of the closing of the
relevant Equity Issuance.

7.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Trustee may
select for redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof






                                      A-8









<PAGE>

will be issued in the name of the Holder thereof upon cancellation of the
original Security. On and after the Redemption Date, interest will cease to
accrue on Securities or portions thereof called for redemption so long as the
Company has deposited with the Paying Agent for the Securities funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

8.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall, within
30 days after the Change of Control Date, make an Offer to Purchase all
Securities then outstanding at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Purchase Date (subject to the right of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date).

9.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions, obligated to
make an Offer to Purchase Securities at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date (subject to the right of Holders of record on the Interest
Relevant Record Date to receive interest due on the relevant Interest Payment
Date) with the proceeds of certain asset dispositions.

10.      Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

11.      Persons Deemed Owners.

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




                                      A-9









<PAGE>

12.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

13.      Legal Defeasance and Covenant Defeasance.

                  The Company and the Subsidiary Guarantors may be discharged
from their obligations under the Indenture, the Securities and the Guaranties,
except for certain provisions thereof, and may be discharged from obligations to
comply with certain covenants contained in the Indenture, the Securities and the
Guaranties, in each case upon satisfaction of certain conditions specified in
the Indenture.

14.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture, the Securities
and the Guaranties may be amended or supplemented with the written consent of
the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding, and any existing Default or Event of Default or
compliance with any provision may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Securities and the Guaranties to, among other
things, cure any ambiguity, defect or inconsistency, to effect the assumption by
such successor Person of the obligations of the Company as specified in the
Indenture, provide for uncertificated Securities in addition to or in place of
certificated Securities or comply with any requirements of the SEC in connection
with the qualification of the Indenture under the TIA, or make any other change
that does not materially adversely affect the rights of any Holder of a
Security.

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments by Restricted Subsidiaries
to the Company, to consolidate, merge or sell all or substantially all of its
assets, to engage in transactions with affiliates or certain other related
persons or to engage in certain businesses. The limitations are subject to a
number of important qualifications and exceptions. The Company must report
annually to the Trustee on compliance with such limitations.





                                      A-10









<PAGE>

16.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture, the Securities or the Guaranties except as
provided in the Indenture. The Trustee is not obligated to enforce the
Indenture, the Securities or the Guaranties unless it has received indemnity
satisfactory to it. The Indenture permits, subject to certain limitations
therein provided, Holders of a majority in aggregate principal amount of the
Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of certain
continuing Defaults or Events of Default if it determines that withholding
notice is in their interest.

17.      Trustee Dealings with Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

18.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company or any Subsidiary Guarantor shall have any liability for
any obligation of the Company or any Subsidiary Guarantor under the Securities,
the Guaranty of such Subsidiary Guarantor or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities and the Guaranties.

19.      Authentication.

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

20.      Abbreviations and Defined Terms.

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





                                      A-11










<PAGE>

21.      CUSIP Numbers.

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

22.      Registration Rights.

                  Pursuant to the Registration Rights Agreement, the Company
will be obligated upon the occurrence of certain events to consummate an
exchange offer pursuant to which the Holder of this Security shall have the
right to exchange this Security for a 11% Senior Subordinated Note due 2009,
Series B, of the Company (an "Unrestricted Security") which have been registered
under the Securities Act, in like principal amount and having terms identical in
all material respects to the Initial Securities. The Holders shall be entitled
to receive certain additional interest payments in the event such exchange offer
is not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.

23.      Governing Law.

                  The laws of the State of New York shall govern the Indenture,
this Security and any Guaranty thereof without regard to principles of conflicts
of laws.







                                      A-12









<PAGE>


                          [FORM OF SECURITY GUARANTEE]

                          SENIOR SUBORDINATED GUARANTEE

                  The Subsidiary Guarantor (as defined in the Indenture referred
to in the Security upon which this notation is endorsed) hereby unconditionally
guarantees on a senior subordinated basis (such guaranty by the Subsidiary
Guarantor being referred to herein as the "Guaranty") the due and punctual
payment of the principal of, premium, if any, and interest on the Securities,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal, premium and interest on the Securities,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in
Article Eleven of the Indenture.

                  The obligations of the Subsidiary Guarantor to the Holders of
Securities and to the Trustee pursuant to the Guaranty and the Indenture are
expressly set forth, and are expressly subordinated and subject in right of
payment to the prior payment in full of all Guarantor Senior Indebtedness (as
defined in the Indenture) of such Subsidiary Guarantor, to the extent and in the
manner provided in Article Eleven and Article Twelve of the Indenture, and
reference is hereby made to such Indenture for the precise terms of the Guaranty
therein made.

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

                  This Security Guarantee shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.

                  This Security Guarantee is subject to release upon the terms
set forth in the Indenture.

                                       GENERAL CHEMICAL CORPORATION




                                       By:
                                           _____________________________________
                                           Name:
                                           Title:







                                      A-13








<PAGE>

                                       TOLEDO TECHNOLOGIES INC.




                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       PRINTING DEVELOPMENTS INC.




                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       BALCRANK PRODUCTS INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       HMC PATENTS HOLDING COMPANY
                                        INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       WATERSIDE URBAN RENEWAL
                                        CORP.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:







                                      A-14










<PAGE>

                                       REHEIS INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       DEFIANCE, INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       BINDERLINE DRAFTLINE, INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       DEFIANCE PRECISION PRODUCTS, INC.




                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       HY-FORM PRODUCTS, INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       DEFIANCE TESTING AND ENGINEERING
                                        SERVICES, INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:






                                      A-15










<PAGE>

                                       NOMA CORPORATION



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       PTC MEXICO CORPORATION



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       NOMA OP INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       ELECTRONIC INTERCONNECT SYSTEMS INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:


                                       DEFIANCE KINEMATICS INC.



                                       By:
                                           _____________________________________
                                           Name:
                                           Title:





                                      A-16










<PAGE>


                                       HN INVESTMENT HOLDINGS INC.




                                       By:
                                           _____________________________________
                                           Name:
                                           Title:
















                                      A-17










<PAGE>




                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

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


________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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



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



Signature Guarantee:

________________________________________________________________________________
                 Participant in a recognized Signature Guarantee
                 Medallion Program (or other signature guarantor
                  program reasonably acceptable to the Trustee)









<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.05 or Section 4.14 of the Indenture, check the
appropriate box:

Section 4.05 [      ]
Section 4.14 [      ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.05 or Section 4.14 of the
Indenture, state the amount: $_____________


Dated:___________________    Your Signature:
                                             ___________________________________
                                             (Signed exactly as name appears
                                             on the other side of this Security)


Signature Guarantee:

________________________________________________________________________________


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent 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.









<PAGE>





                                                                       EXHIBIT B

                           [FORM OF SERIES B SECURITY]

                                   GENTEK INC.

                          11% Senior Subordinated Note
                          due August 1, 2009, Series B

                                                                   CUSIP No.:[ ]

No. [    ]                                                               $[    ]

                  GENTEK INC., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to [ ]
or registered assigns, the principal sum of [ ] Dollars, on August 1, 2009.

                  Interest Payment Dates: February 1 and August 1, commencing on
February 1, 2000.

                  Interest Record Dates: January 15 and July 15

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


                                      B-1







<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.


                                             GENTEK INC.

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


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


Dated:  [                ]


                                      B-2







<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 11% Senior Subordinated Notes due August 1,
2009, Series B, described in the within-mentioned Indenture.

Dated: [       ]

                                      U.S. BANK NATIONAL TRUST
                                           ASSOCIATION, as Trustee


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


                                      B-3







<PAGE>


                              (REVERSE OF SECURITY)

                                   GENTEK INC.

                          11% Senior Subordinated Note
                          due August 1, 2009, Series B

1.       Interest.

                  GENTEK INC., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. Cash interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
August 9, 1999. The Company will pay interest semi-annually in arrears on each
Interest Payment Date, commencing February 1, 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 from time
to time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are canceled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company shall
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 ("U.S. Legal
Tender"). However, the Company may pay principal and interest by wire transfer
of Federal funds (provided that the Paying Agent shall have received wire
instructions on or prior to the relevant Interest Record Date), or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.       Paying Agent and Registrar.

                  Initially, U.S. Bank National Trust Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar


                                      B-4







<PAGE>


without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent or Registrar.

4.       Indenture and Guarantees.

                  The Company issued the Securities under an Indenture, dated as
of August 9, 1999 (the "Indenture"), by and among the Company, the Subsidiary
Guarantors and the Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. This Security is one of a duly
authorized issue of Securities of the Company designated as its 11% Senior
Subordinated Notes due 2009, Series B (the "Unrestricted Securities"), limited
(except as otherwise provided in the Indenture) in aggregate principal amount to
$200,000,000, which may be issued under the Indenture. The Securities include
the 11% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"),
the Private Exchange Securities (as defined in the Indenture) and the
Unrestricted Securities. The Initial Securities, the Private Exchange Securities
and the Unrestricted Securities are treated as a single class of securities
under the Indenture. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. 'SS''SS' 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture (except as otherwise indicated in the
Indenture) until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and holders of Securities are referred to the
Indenture and the TIA for a statement of them. The Securities are general
unsecured obligations of the Company. The Securities are subordinated in right
of payment to all Senior Indebtedness of the Company to the extent and in the
manner provided in the Indenture. Each Holder of a Security, by accepting a
Security, agrees to such subordination, authorizes the Trustee to give effect
to such subordination and appoints the Trustee as attorney-in-fact for such
purpose.

                  Payment on the Securities is guaranteed (each, a "Guaranty"),
on a senior subordinated basis, jointly and severally, by each Eligible
Subsidiary of the Company existing on the Issue Date (each, a "Subsidiary
Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In
addition, the Indenture requires the Company to cause each Eligible Subsidiary
formed, created or acquired after the Issue Date that borrows under, or is
required to become a guarantor of, the Credit Facility to become a party to the
Indenture as a Subsidiary Guarantor and guarantee payment on the Securities
pursuant to Article Eleven and Article Twelve of the Indenture. In certain
circumstances, the Guaranties may be released.


                                      B-5







<PAGE>


5.       Optional Redemption.

                  The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after August 1, 2004, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, 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), if redeemed during
the twelve-month period beginning on August 1 of the years indicated below:


<TABLE>
<CAPTION>


                                                       REDEMPTION
                   YEAR                                   PRICE
        --------------------------                     -----------
       <S>                                           <C>
        2004.................................             105.500%
        2005.................................             103.667%
        2006.................................             101.833%
        2007 and thereafter..................             100.000%
</TABLE>


6.       Optional Redemption upon Equity Issuance.

                  In addition, at any time and from time to time on or prior to
August 1, 2002, the Company may redeem in the aggregate up to 35% of the
originally issued aggregate principal amount of the Securities with the net cash
proceeds of one or more Equity Issuances at a redemption price in cash equal to
111.0% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that at least 65% of the originally
issued aggregate principal amount of the Securities must remain outstanding
immediately after giving effect to each such redemption (excluding any
Securities held by the Company or any of its Affiliates). Notice of any such
redemption must be given within 90 days after the date of the closing of the
relevant Equity Issuance.

7.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Trustee may
select for redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof


                                      B-6







<PAGE>


will be issued in the name of the Holder thereof upon cancellation of the
original Security. On and after the Redemption Date, interest will cease to
accrue on Securities or portions thereof called for redemption so long as the
Company has deposited with the Paying Agent for the Securities funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

8.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall, within
30 days after the Change of Control Date, make an Offer to Purchase all
Securities then outstanding at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Purchase Date (subject to the right of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date).

9.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions, obligated to
make an Offer to Purchase Securities at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date (subject to the right of Holders of record on the Interest
Relevant Record Date to receive interest due on the relevant Interest Payment
Date) with the proceeds of certain asset dispositions.

10.      Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

11.      Persons Deemed Owners.

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


                                      B-7







<PAGE>


12.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

13.      Legal Defeasance and Covenant Defeasance.

                  The Company and the Subsidiary Guarantors may be discharged
from their obligations under the Indenture, the Securities and the Guaranties,
except for certain provisions thereof, and may be discharged from obligations to
comply with certain covenants contained in the Indenture, the Securities and the
Guaranties, in each case upon satisfaction of certain conditions specified in
the Indenture.

14.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture, the Securities
and the Guaranties may be amended or supplemented with the written consent of
the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding, and any existing Default or Event of Default or
compliance with any provision may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture, the Securities and the Guaranties to, among other
things, cure any ambiguity, defect or inconsistency, to effect the assumption by
such successor Person of the obligation of the Company as specified in the
Indenture, provide for uncertificated Securities in addition to or in place of
certificated Securities or comply with any requirements of the SEC in connection
with the qualification of the Indenture under the TIA, or make any other change
that does not materially adversely affect the rights of any Holder of a
Security.

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments by Restricted Subsidiaries
to the Company, to consolidate, merge or sell all or substantially all of its
assets, to engage in transactions with affiliates or certain other related
persons or to engage in certain businesses. The limitations are subject to a
number of important qualifications and exceptions. The Company must report
annually to the Trustee on compliance with such limitations.


                                      B-8







<PAGE>

16.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture, the Securities or the Guaranties except as
provided in the Indenture. The Trustee is not obligated to enforce the
Indenture, the Securities or the Guaranties unless it has received indemnity
satisfactory to it. The Indenture permits, subject to certain limitations
therein provided, Holders of a majority in aggregate principal amount of the
Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of certain
continuing Defaults or Events of Default if it determines that withholding
notice is in their interest.

17.      Trustee Dealings with Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

18.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company or any Subsidiary Guarantor shall have any liability for
any obligation of the Company or any Subsidiary Guarantor under the Securities,
the Guaranty of such Subsidiary Guarantor or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities and the Guaranties.

19.      Authentication.

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

20.      Abbreviations and Defined Terms.

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


                                      B-9







<PAGE>


21.      CUSIP Numbers.

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

22.      Governing Law.

                  The laws of the State of New York shall govern the Indenture,
this Security and any Guaranty without regard to principles of conflicts of
laws.


                                      B-10







<PAGE>


                          [FORM OF SECURITY GUARANTEE]

                          SENIOR SUBORDINATED GUARANTEE

                  The Subsidiary Guarantor (as defined in the Indenture referred
to in the Security upon which this notation is endorsed) hereby unconditionally
guarantees on a senior subordinated basis (such guaranty by the Subsidiary
Guarantor being referred to herein as the "Guaranty") the due and punctual
payment of the principal of, premium, if any, and interest on the Securities,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal, premium and interest on the Securities,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in
Article Eleven of the Indenture.

                  The obligations of the Subsidiary Guarantor to the Holders of
Securities and to the Trustee pursuant to the Guaranty and the Indenture are
expressly set forth, and are expressly subordinated and subject in right of
payment to the prior payment in full of all Guarantor Senior Indebtedness (as
defined in the Indenture) of such Subsidiary Guarantor, to the extent and in the
manner provided in Article Eleven and Article Twelve of the Indenture, and
reference is hereby made to such Indenture for the precise terms of the Guaranty
therein made.

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

                  This Security Guarantee shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.

                  This Security Guarantee is subject to release upon the terms
set forth in the Indenture.


                                           GENERAL CHEMICAL CORPORATION

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


                                      B-11







<PAGE>



                                           TOLEDO TECHNOLOGIES INC.

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


                                           PRINTING DEVELOPMENTS INC.

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


                                           BALCRANK PRODUCTS INC.

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


                                           HMC PATENTS HOLDING COMPANY
                                            INC.

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


                                           WATERSIDE URBAN RENEWAL
                                            CORP.

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


                                      B-12







<PAGE>


                                           REHEIS INC.

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


                                           DEFIANCE, INC.

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


                                           BINDERLINE DRAFTLINE, INC.

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


                                           DEFIANCE PRECISION PRODUCTS, INC.

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


                                           HY-FORM PRODUCTS, INC.

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


                                           DEFIANCE TESTING AND ENGINEERING
                                            SERVICES, INC.

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



                                      B-13







<PAGE>



                                           NOMA CORPORATION

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


                                           PTC MEXICO CORPORATION

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


                                           NOMA OP INC.

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


                                           ELECTRONIC INTERCONNECT
                                            SYSTEMS INC.

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


                                           DEFIANCE KINEMATICS INC.

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


                                      B-14







<PAGE>


                                           HN INVESTMENT HOLDINGS INC.

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


                                      B-15







<PAGE>




                                 ASSIGNMENT FORM

I or we assign and transfer this Security to


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


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


--------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

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


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

Signature Guarantee:

--------------------
                         Participant in a recognized Signature Guarantee
                         Medallion Program (or other signature guarantor
                         program reasonably acceptable to the Trustee)







<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.05 or Section 4.14 of the Indenture, check the
appropriate box:

Section 4.05 [      ]
Section 4.14 [      ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.05 or Section 4.14 of the
Indenture, state the amount:
$
 --------------


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

Signature Guarantee:

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


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent 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.







<PAGE>





                                                                       EXHIBIT C

                      FORM OF LEGEND FOR GLOBAL SECURITIES

                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.16 OF THE INDENTURE.


                                      C-1







<PAGE>





                                                                       EXHIBIT D

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

         Re:      11% Senior Subordinated Notes due 2009
                  (the "Securities") of GenTek Inc.

                  This Certificate relates to $_______ principal amount of
Securities held in the form of* ___ a beneficial interest in a Global Security
or* _______ Physical Securities by ______ (the "Transferor").

The Transferor:*

         [ ] has requested by written order that the Registrar deliver in
exchange for its beneficial interest in the Global Security held by the
Depositary a Physical Security or Physical Securities in definitive, registered
form of authorized denominations and an aggregate number equal to its beneficial
interest in such Global Security (or the portion thereof indicated above); or

         [ ] has requested that the Registrar by written order to exchange or
register the transfer of a Physical Security or Physical Securities.

                  In connection with such request and in respect of each such
Security, the Transferor does hereby certify that the Transferor is familiar
with the Indenture relating to the above captioned Securities and the
restrictions on transfers thereof as provided in Section 2.16 of such Indenture,
and that the transfer of the Securities does not require Registration under the
Securities Act of 1933, as amended (the "Act"), because*:

         [ ] Such Security is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.16 of the Indenture).

         [ ] Such Security is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A.

         [ ] Such Security is being transferred to an institutional "accredited
investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Act) which delivers a certificate to the Trustee in the form of
Exhibit E to the Indenture.

         [ ] Such Security is being transferred in reliance on Rule 144 under
the Act.

         [ ] Such Security is being transferred in reliance on and in compliance
with an exemption from the Registration requirements of the Act other than Rule
144A or Rule 144 under the Act to a person other than an institutional
"accredited investor." [An Opinion of


                                      D-1







<PAGE>


         Counsel to the effect that such transfer does not require Registration
under the Securities Act accompanies this certification.]


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


                                               [INSERT NAME OF TRANSFEROR]


                                               By:
                                                   ----------------------------
                                                     [Authorized Signatory]

Date:
     ---------------------------
        *Check applicable box.


                                      D-2







<PAGE>





                                                                       EXHIBIT E

                   Form of Transferee Letter of Representation

GenTek Inc.
c/o U.S. Bank National Trust Association
111 E. Wacker Drive
Chicago, IL  60601
Attention:  Corporate Trust Administration

Dear Sirs:

                  This certificate is delivered to request a transfer of
$________ principal amount of the 11% Senior Subordinated Notes due 2009 (the
"Securities") of GenTek Inc. (the "Company"). Upon transfer, the Securities
would be registered in the name of the new beneficial owner as follows:

                  Name:_______________________________
                  Address:____________________________
                  Taxpayer ID Number:_________________

                  The undersigned represents and warrants to you that:

                  1. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

                  2. We understand that the Securities have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date which is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities (or


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<PAGE>


any predecessor thereto) (the "Resale Restriction Termination Date") only (a) to
the Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, that is purchasing for its own account or for the account of
such an institutional "accredited investor," in each case in a minimum principal
amount of Securities of $250,000 or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at all
times within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of
the Securities is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
Each purchaser acknowledges that the Company and the Trustee reserve the right
prior to any offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Securities pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certificates and/or other
information satisfactory to the Company and the Trustee.

Dated:                                               TRANSFEREE:
       ---------------------------

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

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


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<PAGE>





                                                                       EXHIBIT F

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

                                                          ______________, _____


GENTEK INC.
c/o U.S. BANK TRUST NATIONAL
    ASSOCIATION
111 E. Wacker Drive
Chicago, IL  60601

              Re:     GENTEK INC.
                      (the "Company") 11% Senior Subordinated Notes
                      due 2009 (the "Securities")

Ladies and Gentlemen:

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

                  (1) the offer of the Securities was not made to a person in
         the United States;

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

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

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


                                      F-1







<PAGE>


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

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.


                                           Very truly yours,

                                           [Name of Transferor]

                                           By:    ___________________________
                                                  [Authorized Signatory]


                                      F-2



                          STATEMENT OF DIFFERENCES
                          ------------------------

 The section symbol shall be expressed as............................... 'SS'