<PAGE>

                                                                     Exhibit 4.1


                                 RBX CORPORATION



                                       AND



                            THE SUBSIDIARY GUARANTORS



                                   $25,000,000



                            12% SENIOR SECURED NOTES
                               DUE AUGUST 15, 2006

                                  _____________



                                    INDENTURE



                           DATED AS OF AUGUST 27, 2001

                                  _____________



                      STATE STREET BANK AND TRUST COMPANY,


                                   as Trustee

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

Trust Indenture Act Section                                                                       Indenture Section
---------------------------                                                                       -----------------
<S>                                                                                               <C>
310(a)(1).............................................................................................         7.10
(a)(2)................................................................................................         7.10
(a)(3)................................................................................................        N.A.
(a)(4)................................................................................................        N.A.
(a)(5)................................................................................................         7.10
(b)...................................................................................................         7.10
(c)...................................................................................................        N.A.
311(a)................................................................................................         7.11
(b)...................................................................................................         7.11
(c)...................................................................................................        N.A.
312(a)................................................................................................         2.05
(b)...................................................................................................        13.03
(c)...................................................................................................        13.03
313(a)................................................................................................         7.06
(b)...................................................................................................        N.A.
(b)(1)................................................................................................        N.A.
(b)(2)................................................................................................   7.06; 7.07
(c)...................................................................................................  7.06; 13.02
(d)...................................................................................................         7.06
314(a)(1).............................................................................................        N.A.
(a)(2)................................................................................................        N.A.
(a)(3)................................................................................................        N.A.
(a)(4)................................................................................................        13.05
(b)(1)................................................................................................    10.02(b)
(b)(2)................................................................................................    10.02(d)
(c)...................................................................................................        N.A.
(d)................................ 10.03(c); 10.05(a), (b)(iii), (d)(iii), (e)(iii); 11.02(b); 11.03(b); 11.04(c)
(e)...................................................................................................        13.05
(f)...................................................................................................        N.A.
315(a)................................................................................................        N.A.
(b)...................................................................................................        N.A.
(c)...................................................................................................        N.A.
(d)...................................................................................................        N.A.
(e)...................................................................................................        N.A.
316(a)................................................................................................        N.A.
(b)...................................................................................................        N.A.
(c)...................................................................................................        13.06
317...................................................................................................        N.A.
318(a)................................................................................................        N.A.
(b)...................................................................................................        N.A.
(c)...................................................................................................        13.01
</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                  <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..................................   1
        Section 1.01      Definitions.................................................   1
        Section 1.02      Other Definitions...........................................  16
        Section 1.03      Incorporation by Reference of Trust Indenture Act...........  16
        Section 1.04      Rules of Construction.......................................  17

ARTICLE 2 THE NOTES...................................................................  17
        Section 2.01      Form and Dating.............................................  17
        Section 2.02      Execution and Authentication................................  18
        Section 2.03      Registrar and Paying Agent..................................  19
        Section 2.04      Paying Agent to Hold Money in Trust.........................  19
        Section 2.05      Holder Lists................................................  19
        Section 2.06      Transfer and Exchange.......................................  19
        Section 2.07      Replacement Notes...........................................  24
        Section 2.08      Outstanding Notes...........................................  25
        Section 2.09      Treasury Notes..............................................  25
        Section 2.10      Temporary Notes.............................................  25
        Section 2.11      Cancellation................................................  25
        Section 2.12      Defaulted Interest..........................................  26

ARTICLE 3 REDEMPTION..................................................................  26
        Section 3.01      Notices to Trustee..........................................  26
        Section 3.02      Selection of Notes to Be Redeemed...........................  26
        Section 3.03      Notice of Redemption........................................  27
        Section 3.04      Effect of Notice of Redemption..............................  27
        Section 3.05      Deposit of Redemption Price.................................  28
        Section 3.06      Notes Redeemed in Part......................................  28
        Section 3.07      Optional Redemption.........................................  28
        Section 3.08      No Mandatory Redemption.....................................  28

ARTICLE 4 COVENANTS...................................................................  28
        Section 4.01      Payment of Notes............................................  28
        Section 4.02      Maintenance of Office or Agency.............................  30
        Section 4.03      Reports.....................................................  30
        Section 4.04      Compliance Certificate......................................  30
        Section 4.05      Taxes.......................................................  31
        Section 4.06      Stay, Extension and Usury Laws..............................  31
        Section 4.07      Change of Control...........................................  32
        Section 4.08      Asset Sales.................................................  33
        Section 4.09      Restricted Payments.........................................  36
        Section 4.10      Incurrence of Indebtedness and Issuance of Preferred Stock..  38
        Section 4.11      Liens.......................................................  39
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                           <C>
        Section 4.12      Dividend and Other Payment Restrictions Affecting Subsidiaries......  40
        Section 4.13      Transactions with Affiliates........................................  40
        Section 4.14      Additional Subsidiary Guarantees....................................  41
        Section 4.15      Impairment of Security Interests....................................  41
        Section 4.16      Payments for Consent................................................  42
        Section 4.17      Corporate Existence.................................................  42

ARTICLE 5 SUCCESSORS..........................................................................  42
        Section 5.01      Merger, Consolidation or Sale of Assets.............................  42
        Section 5.02      Successor Corporation Substituted...................................  43

ARTICLE 6 DEFAULTS AND REMEDIES...............................................................  43
        Section 6.01      Events of Default...................................................  43
        Section 6.02      Acceleration........................................................  45
        Section 6.03      Other Remedies......................................................  46
        Section 6.04      Waiver of Past Defaults.............................................  46
        Section 6.05      Control by Majority.................................................  46
        Section 6.06      Limitation on Suits.................................................  47
        Section 6.07      Rights of Holders of Notes to Receive Payment.......................  47
        Section 6.08      Collection Suit by Trustee..........................................  47
        Section 6.09      Trustee May File Proofs of Claim....................................  48
        Section 6.10      Priorities..........................................................  48
        Section 6.11      Undertaking for Costs...............................................  48

ARTICLE 7 TRUSTEE.............................................................................  49
        Section 7.01      Duties of Trustee...................................................  49
        Section 7.02      Rights of Trustee...................................................  50
        Section 7.03      Individual Rights of Trustee........................................  51
        Section 7.04      Trustee's Disclaimer................................................  51
        Section 7.05      Notice of Defaults..................................................  51
        Section 7.06      Reports by Trustee to Holders of the Notes..........................  51
        Section 7.07      Compensation and Indemnity..........................................  52
        Section 7.08      Replacement of Trustee..............................................  53
        Section 7.09      Successor Trustee by Merger, etc....................................  54
        Section 7.10      Eligibility; Disqualification.......................................  54
        Section 7.11      Preferential Collection of Claims Against Company...................  54
        Section 7.12      Intercreditor Agreement.............................................  54

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................................  54
        Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance............  54
        Section 8.02      Legal Defeasance and Discharge......................................  54
        Section 8.03      Covenant Defeasance.................................................  55
        Section 8.04      Conditions to Legal or Covenant Defeasance..........................  55
        Section 8.05      Deposited Money and Government Securities to be Held in Trust;
                          Other Miscellaneous Provisions......................................  57
        Section 8.06      Repayment to Company................................................  57
        Section 8.07      Reinstatement.......................................................  58
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                            <C>
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER....................................................  58
        Section 9.01      Without Consent of Holders of Notes.................................  58
        Section 9.02      With Consent of Holders of Notes....................................  59
        Section 9.03      Compliance with Trust Indenture Act.................................  60
        Section 9.04      Revocation and Effect of Consents...................................  60
        Section 9.05      Notation on or Exchange of Notes....................................  61
        Section 9.06      Trustee to Sign Amendments, etc.....................................  61

ARTICLE 10 COLLATERAL.........................................................................  61
        Section 10.01     Collateral Documents; Additional Collateral.........................  61
        Section 10.02     Recording, Registration and Opinions................................  63
        Section 10.03     Release of Collateral...............................................  65
        Section 10.04     Possession and Use of Collateral....................................  66
        Section 10.05     Specified Releases of Collateral....................................  66
        Section 10.06     Disposition of Collateral Without Release...........................  69
        Section 10.07     Form and Sufficiency of Release.....................................  70
        Section 10.08     Purchaser Protected.................................................  70
        Section 10.09     Authorization of Actions To Be Taken by the Trustee Under the
                          Collateral Documents................................................  71
        Section 10.10     Authorization of Receipt of Funds by the Trustee Under the
                          Collateral Documents................................................  71

ARTICLE 11 APPLICATION OF TRUST MONIES........................................................  71
        Section 11.01     Collateral Account..................................................  71
        Section 11.02     Withdrawal of Insurance Proceeds and Condemnation Awards............  72
        Section 11.03     Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer.........  74
        Section 11.04     Withdrawal of Trust Monies for Investment in Replacement Assets.....  74
        Section 11.05     Investment of Trust Monies..........................................  75

ARTICLE 12 SUBSIDIARY GUARANTEES..............................................................  76
        Section 12.01     Subsidiary Guarantees...............................................  76
        Section 12.02     Execution and Delivery of Subsidiary Guarantees.....................  77
        Section 12.03     Subsidiary Guarantors May Consolidate, etc., on Certain Terms.......  78
        Section 12.04     Releases Following Sale of Assets...................................  79
        Section 12.05     Limitation of Subsidiary Guarantor's Liability......................  80
        Section 12.06     Application of Certain Terms and Provisions to the Subsidiary
                          Guarantors..........................................................  80

ARTICLE 13 MISCELLANEOUS......................................................................  80
        Section 13.01     Trust Indenture Act Controls........................................  80
        Section 13.02     Notices.............................................................  81
        Section 13.03     Communication by Holders of Notes with Other Holders of Notes.......  82
        Section 13.04     Certificate and Opinion as to Conditions Precedent..................  82
        Section 13.05     Statements Required in Certificate or Opinion.......................  82
        Section 13.06     Rules by Trustee and Agents.........................................  82
        Section 13.07     No Personal Liability of Directors, Officers, Employees and
                          Stockholders........................................................  83
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                   <C>
        Section 13.08     Governing Law..............................................   83
        Section 13.09     No Adverse Interpretation of Other Agreements..............   83
        Section 13.10     Successors.................................................   83
        Section 13.11     Severability...............................................   84
        Section 13.12     Counterpart Originals......................................   84
        Section 13.13     Table of Contents, Headings, etc...........................   84
        Section 13.14     Intercreditor Agreement....................................   84

ARTICLE 14 SATISFACTION AND DISCHARGE................................................   84
        Section 14.01     Satisfaction and Discharge of Indenture....................   84
        Section 14.02     Application of Trust Money.................................   85
</TABLE>


Exhibits and Schedules

        Exhibit A           Form of Note and Notation of Subsidiary Guarantee
        Exhibit B           Form of Supplemental Indenture
        Exhibit C           Security Agreements
        Exhibit D           Mortgages and Deeds of Trust
        Exhibit E           Form of Intercreditor Agreement

        Schedule 1.01(a)    Existing Indebtedness
        Schedule 1.01(b)    Existing Permitted Liens

                                       iv

<PAGE>


                  INDENTURE dated as of August 27, 2001, among RBX Corporation,
a Delaware corporation (the "Company"), the Subsidiary Guarantors (as defined)
and State Street Bank and Trust Company, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 12% Senior Secured Notes
due 2006 issued pursuant to this Indenture:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01      Definitions

                  "Account Debtor" means any Person who is or who may become
obligated to the Company or any Subsidiary under, with respect to, or on account
of, an Account.

                  "Accounts" means any and all rights, title and interest of the
Company and its Subsidiaries to payment for goods and services sold or leased,
including any such right evidenced by chattel paper, whether due or to become
due, whether or not it has been earned by performance, and whether now or
hereafter acquired or arising in the future, including Accounts Receivable from
Affiliates of the Company and its Subsidiaries.

                  "Accounts Receivable" means all Accounts and all right, title
and interest in any returned goods, together with all rights, titles, securities
and guarantees with respect thereto, including any rights to stoppage in
transit, replevin, reclamation and resales, and all related security interests,
liens and pledges, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.

                  "Accrued Bankruptcy Interest" means, with respect to any
Indebtedness, all interest accruing thereon after the filing of a petition by or
against the Company or any of its Subsidiaries under any Bankruptcy Law, in
accordance with and at the rate (including any rate applicable upon any default
or event of default, to the extent lawful) specified in the documents evidencing
or governing such Indebtedness, whether or not the claim for such interest is
allowed as a claim after such filing in any proceeding under such Bankruptcy
Law.

                  "Acquired Indebtedness" means, with respect to any specified
Person, (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

                  "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, will 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

                                       1

<PAGE>

securities, by agreement or otherwise; provided that beneficial ownership of 10%
or more of the voting securities of a Person shall be deemed to be control.

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

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition that does not constitute a Restricted Payment or an Investment by
such Person of any of its non-cash assets (including, without limitation, by way
of a sale and leaseback and including the issuance, sale or other transfer of
any of the capital stock of any Subsidiary of such Person) other than to the
Company or to any of its Wholly Owned Subsidiaries that is a Subsidiary
Guarantor (including the receipt of proceeds of insurance paid on account of the
loss of or damage to any asset and awards of compensation for any asset taken by
condemnation, eminent domain or similar proceeding, and including the receipt of
proceeds of business interruption insurance); and (ii) the issuance of Equity
Interests in any Subsidiaries or the sale of any Equity Interests in any
Subsidiaries, in each case, in one or a series of related transactions,
provided, that notwithstanding the foregoing, the term "Asset Sale" shall not
include: (a) the sale, lease, conveyance, disposition or other transfer of all
or substantially all of the assets of the Company, as permitted pursuant to
Section 5.01; (b) the sale or lease of equipment, inventory, accounts receivable
or other assets in the ordinary course of business consistent with past practice
and to the extent that such sales or leases are not part of the sale of the
business in which such equipment was used or in which such inventory or accounts
receivable arose; (c) an issuance of Equity Interests by a Wholly Owned
Subsidiary to the Company or to another Wholly Owned Subsidiary that is a
Subsidiary Guarantor; (d) the grant in the ordinary course of business of any
non-exclusive license of patents, trademarks, registrations therefor and other
similar intellectual property; or (e) Permitted Investments.

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating
the beneficial ownership of any particular "person" (as that term is used in
Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have
beneficial ownership of all securities that such "person" has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition.

                  "Board of Directors" means the Board of Directors of the
Company, or any authorized committee of the Board of Directors.

                  "Board Resolution" means a resolution duly adopted by the
Board of Directors of the Company.

                  "Business Day" means any day other than a Legal Holiday.

                  "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 required to be capitalized on a balance
sheet in accordance with GAAP.

                                       2

<PAGE>

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

                  "Cash Equivalents" means (a) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities not more than twelve
months from the date of acquisition, (b) U.S. dollar denominated time deposits,
certificates of deposit, Eurodollar time deposits or Eurodollar certificates of
deposit of (i) any domestic commercial bank of recognized standing having
capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Lender"), in each case with maturities of not more than twelve months
from the date of acquisition, (c) commercial paper and variable or fixed rate
notes issued by any Approved Lender (or by the parent company thereof) or any
variable rate notes issued by, or guaranteed by, any domestic corporation rated
A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody's and maturing within twelve months of the date of
acquisition, (d) repurchase agreements with a bank or trust company or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America in which the Company shall have a perfected first priority
security interest (subject to no other Liens) and having, on the date of
purchase thereof, a fair market value of at least 100% of the amount of
repurchase obligations, and (e) interests in money market mutual funds which
invest solely in assets or securities of the type described in subparagraphs
(a), (b), (c) or (d) hereof.

                  "Change of Control" means the occurrence of any of the
following:

                       (i)   the direct or indirect sale, transfer, conveyance
         or other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and its Subsidiaries taken as a
         whole to any "person" or "group" (as such terms are used in Section
         13(d)(3) and 14(d) of the Exchange Act);

                       (ii)  the adoption of a plan relating to the liquidation
         or dissolution of the Company;

                       (iii) the consummation of any transaction (including,
         without limitation, any merger or consolidation) the result of which is
         that any "person" or "group" (as defined above), becomes the Beneficial
         Owner, directly or indirectly, of more than 40% of the Capital Stock of
         the Company, measured by voting power rather than number of shares; or

                       (iv)  during any period of two consecutive years,
         individuals who at the beginning of such period constituted the Board
         of Directors (together with any new

                                       3

<PAGE>

         directors whose election by the Board of Directors or whose nomination
         for election by the stockholders of the Company was approved by a vote
         of a majority of the directors then still in office who were either
         directors at the beginning of such period or whose election or
         nomination for election was previously approved) cease to constitute a
         majority of the directors then in office.

                  "Collateral" means any assets of the Company or any Subsidiary
Guarantor defined as "Collateral," "Mortgaged Property," "Trust Property" or the
like in any of the Collateral Documents.

                  "Collateral Account" means the collateral account established
pursuant to Section 11.01 of this Indenture.

                  "Collateral Documents" mean, collectively, the Mortgages and
Deeds of Trust, the Security Agreements, the Intercreditor Agreement and all
other pledges, mortgages, deeds of trust, security agreements, collateral
agreements, control agreements, assignments, instruments, financing statements,
filings and other documents that grant, evidence, set forth, provide notice of,
govern or limit the Lien in favor of the Trustee (or a collateral agent for the
benefit of the Trustee) in the Collateral, and all amendments thereto from time
to time.

                  "Collateral Permitted Liens" means Liens of the types
described in clauses (i), (ii) to the extent permitted under the Intercreditor
Agreement, (iv), (v), (viii), (x), (xiii), (xiv) with respect to Collateral
acquired after the Issue Date, (xvi) and (xix) of the definition of the term
"Permitted Liens."

                  "Consolidated EBITDA" means, with respect to the Company and
its Subsidiaries for any period, subject to Section 4.12(e) hereof, the sum of,
without duplication, (i) the Consolidated Net Income for such period, plus (ii)
the Fixed Charges for such period, plus (iii) provision for taxes based on
income or profits for such period (to the extent such taxes were included in
computing Consolidated Net Income for such period), plus (iv) consolidated
depreciation, amortization and other non-cash charges of the Company and its
Subsidiaries required to be reflected as expenses on the books and records of
the Company (to the extent such expenses were included in computing Consolidated
Net Income for such period), minus (v) cash payments with respect to any
non-recurring, non-cash charges previously added back pursuant to clause (iv),
and (vi) excluding the impact of foreign currency translations. Notwithstanding
the foregoing, the Fixed Charges of, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash charges
of, a Subsidiary of a Person shall be added to Consolidated Net Income to
compute Consolidated EBITDA only to the extent (and in the same proportion) that
the Net Income of such Subsidiary was included in calculating the Consolidated
Net Income of such Person and only if a corresponding amount would be permitted
at the date of determination to be dividended to the Company by such Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a

                                       4

<PAGE>

consolidated basis, determined in accordance with GAAP; provided that (i) the
Net Income (but not loss) of any Person that is not a Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the
extent of the amount of dividends or distributions paid in cash to the referent
Person or a Wholly Owned Subsidiary thereof that is a Subsidiary Guarantor, (ii)
the Net Income of any Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that Net Income is not at the date of determination permitted without any
prior governmental approval (which has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or its stockholders, (iii) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded, (iv) the cumulative effect of a
change in accounting principles shall be excluded, and (v) all other
extraordinary gains and extraordinary losses shall be excluded.

                  "Consolidated Net Worth" means, with respect to any Person as
of any date, the sum of (i) the consolidated equity of the common stockholders
of such Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (x) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within twelve months after the
acquisition of such business) subsequent to the Issue Date in the book value of
any asset owned by such Person or a consolidated Subsidiary of such Person, (y)
all Investments as of such date in unconsolidated Subsidiaries and in Persons
that are not Subsidiaries (except, in each case, Permitted Investments), and (z)
all unamortized debt discount and expense and unamortized deferred charges as of
such date, all of the foregoing determined in accordance with GAAP.

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

                  "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.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Increases of, and Exchanges of
Interests in, the Global Note" attached thereto.

                  "Depositary" means, with respect to the Global Notes, the
Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and
having become such pursuant to the applicable provision of this Indenture.

                                       5

<PAGE>

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the Holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature.

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

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

                  "Existing Indebtedness" means the Indebtedness of the Company
(other than Indebtedness under the New Credit Agreement) in existence on the
Issue Date, as listed on Schedule 1.01(a) attached hereto, until such amounts
                         ----------------
are repaid.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization of original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations), and (ii) the consolidated interest
expense of such Person and its Subsidiaries that was capitalized during such
period, and (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on
assets of such Person or one of its Subsidiaries (whether or not such Guarantee
or Lien is called upon), and (iv) the product of (a) all cash dividend payments
(and non-cash dividend payments in the case of a Person that is a Subsidiary) on
any series of preferred stock of such Person payable to a party other than the
Company or a Wholly Owned Subsidiary, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, on a consolidated basis and in accordance with GAAP.

                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of the Consolidated EBITDA of such Person and
its Subsidiaries for such period to the Fixed Charges of such Person and its
Subsidiaries for such period. In the event that the Company or any of its
Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other than
revolving credit borrowings) or issues or redeems preferred stock or
Disqualified Stock subsequent to the commencement of the four-quarter reference
period for which the Fixed Charge Coverage Ratio is being calculated but prior
to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock or Disqualified Stock, as if the same had occurred
at the beginning of the applicable four-quarter reference period. For purposes
of making the computation referred to above, (i) acquisitions that have been
made by the Company or any of its Subsidiaries, including

                                       6

<PAGE>

through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period, and (ii) the
Consolidated EBITDA attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges shall
not be obligations of the referent Person or any of its Subsidiaries following
the Calculation Date.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture.

                  "General Intangibles" means all choses in action and causes of
action and all other assignable intangible personal property of the Company or
any of its Subsidiaries of every kind and nature now owned or hereafter acquired
by the Company or any of its Subsidiaries, including corporate or other business
records, indemnification claims, contract rights, any letter of credit,
guarantee, claim, security interest or other security held by or granted to the
Company or any of its Subsidiaries to secure payment by an Account Debtor of any
of the Accounts Receivable.

                  "Global Note" means a global note in the form of Exhibit A
                                                                   ---------
hereto bearing the Global Note Legend and that has the "Schedule of Increases
of, and Exchanges of Interests in, the Global Note" attached thereto, and that
is deposited with or on behalf of and registered in the name of the Depositary.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "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 and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

                                       7

<PAGE>

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

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an ordinary course of
business accrued expense or ordinary course of business trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, as well as all indebtedness of others
secured by a Lien on any asset of such Person (whether or not such indebtedness
is assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person.

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

                  "Independent Appraiser" means a person who in the course of
its business appraises property and (i) where real property is involved, who is
a member in good standing of the American Institute of Real Estate Appraisers,
recognized and licensed to do business in the jurisdiction where the applicable
real property is situated, (ii) who does not have a direct or indirect financial
interest in the Company and (iii) who, in the judgment of the Board of Directors
of the Company, is otherwise independent and qualified to perform the tasks for
which it is engaged.

                  "Independent Financial Advisor" means a firm (a) which does
not, and whose directors, officers and employees or Affiliates do not, have a
direct or indirect financial interest in the Company (it being understood that
securities of the Company acquired in the ordinary course of trading operations
shall not be deemed to give rise to such direct or indirect financial interest
in the Company) and (b) 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.

                  "Intercreditor Agreement" means the Intercreditor and
Collateral Agency Agreement, dated as of the Issue Date, between the Trustee and
Congress Financial Corporation, individually, as agent for the lenders under the
New Credit Agreement, and in its capacity as collateral agent acting for and on
behalf of such lenders and the Trustee, substantially in the form attached as
Exhibit E hereto, as such may be amended, supplemented or replaced from time to
time.

                  "Interest Payment Date" means each interest payment date as
specified in the form of Note attached hereto as Exhibit A.
                                                 ---------

                  "Inventory" means all goods of the Company or any of its
Subsidiaries, whether now owned or hereafter acquired, held for sale or lease,
or furnished or to be furnished by the

                                       8

<PAGE>

Company or any of its Subsidiaries under contracts of service, or consumed in
the Company's or its Subsidiaries' business, including raw materials,
intermediates, work in process, packaging materials, finished goods,
semi-finished inventory, scrap inventory, manufacturing supplies and spare
parts, and all such goods that have been returned to or repossessed by or on
behalf of the Company or any of its Subsidiaries.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities by
the Company for consideration consisting of common equity securities of the
Company or any direct or indirect parent of the Company shall not be deemed to
be an Investment.

                  "Issue Date" means the closing date for the original issuance
of Notes under this Indenture.

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

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

                  "Moody's" means Moody's Investor Services.

                  "Mortgages and Deed of Trust" means the mortgages and deeds of
trust listed on Exhibit D to this Indenture, or such other mortgages and deeds
                ---------
of trust in form and substance satisfactory to the Trustee.

                  "Net Award" means all proceeds, awards or payments for any
Collateral which is taken by eminent domain, expropriation or similar
governmental actions or sold pursuant to the exercise by the United States of
America or any State, municipality, province or other governmental authority of
any right which it may have to purchase, or to designate a purchaser or to order
a sale of, all or any part of the Collateral, in each case less collection
expenses.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related

                                       9

<PAGE>

provision for taxes on such gain (but not loss), realized in connection with (a)
any Asset Sale (including, without limitation, dispositions pursuant to sale and
leaseback transactions) or (b) the disposition of any securities by such Person
or any of its Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Subsidiaries and (ii) any extraordinary or nonrecurring
gain (but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

                  "Net Insurance Proceeds" means the insurance proceeds
(excluding liability insurance proceeds payable to the Trustee for any loss,
liability or expense incurred by it) in respect of damage to, or the loss,
destruction or condemnation of, all or any portion of the Collateral, less
collection costs.

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
(other than the Notes and the Subsidiary Guarantees) secured by a Lien on the
asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP (but upon extinguishment or reduction of such reserve, such
amount shall constitute Net Proceeds), but, in each case, excluding costs,
expenses and other amounts paid to an Affiliate of the Company.

                  "New Credit Agreement" means that certain Amended and Restated
Loan Agreement, dated as of the Issue Date, by and among RBX Industries, Inc.,
the Company, and Congress Financial Corporation, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced, restated or refinanced from time to time and including any such
agreements, documents or instruments with any lender or group of lenders that at
any time succeed to or refinance, replace or substitute for all or any portion
of the New Senior Debt.

                  "New Senior Debt" means Indebtedness in an aggregate principal
amount not to exceed $45,000,000 at any one time outstanding under the New
Credit Agreement as such agreement may be amended, restated, supplemented or
otherwise modified or replaced, in whole or in part, from time to time
hereafter, together with any refunding or replacement of such Indebtedness,
including with any other lender or group of lenders.

                  "Note Custodian" means the Trustee, as custodian with respect
to the Global Notes, or any successor entity thereto.

                  "Notes" means all 12% Senior Secured Notes due 2006 issued
pursuant to this Indenture (including, without limitation, any Additional
Notes), all of which shall be in the form of Exhibit A attached hereto.
                                             ---------

                                       10

<PAGE>

                  "Obligations" means, when used in connection with any
Indebtedness or with reference to the documents evidencing or entered into with
respect to any Indebtedness (including, in the case of the Notes, the Collateral
Documents), any principal, interest (including, in the case of the Notes,
Accrued Bankruptcy Interest), penalties, premiums, fees, costs, expenses
(including attorney's fees), indemnifications, reimbursement obligations,
damages (including liquidated damages), liabilities (including liabilities for
compensation and contribution obligations and for breach of representations or
warranties) and other amounts (including obligations arising upon the exercise
by any Person of rights of redemption or rescission) payable at any time, and
any other obligations required to be performed at any time, whether now or in
the future, under the documentation governing such Indebtedness or entered into
in connection with or with respect to such Indebtedness or such documentation.

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

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the president, the principal financial officer, the
treasurer, the vice president-finance or the principal accounting officer of the
Company, that meets the requirements of Section 13.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Participant" means, with respect to the Depositary, a Person
who has an account with the Depositary.

                  "Permitted Investments" means (a) any Investments in the
Company or in a Wholly Owned Subsidiary of the Company that is a Subsidiary
Guarantor and that is engaged in the same or a similar line of business as the
Company and its Subsidiaries were engaged in on the Issue Date and reasonable
extensions or expansions thereof; (b) any Investments in Cash Equivalents; (c)
Investments by the Company or any Subsidiary of the Company in a Person if as a
result of such Investment (i) such Person becomes a Wholly Owned Subsidiary of
the Company that is a Subsidiary Guarantor and that is engaged in the same or a
similar line of business as the Company and its Subsidiaries were engaged in on
the Issue Date and reasonable extensions or expansions thereof or (ii) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor and
that is engaged in the same or a similar line of business as the Company and its
Subsidiaries were engaged in on the Issue Date and reasonable extensions or
expansions thereof; (d) Investments made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.08; (e) Investments outstanding as of the Issue Date; and (f)(i)
other Investments that do not exceed $5,000,000 in the aggregate at any time
outstanding, and (ii) if the amount specified in clause (f)(i) above has been
fully utilized, other Investments (in addition to those permitted by clause
(f)(i) above) that (A) are each individually

                                       11

<PAGE>

approved by the Board of Directors as evidenced by a Board Resolution delivered
to the Trustee contemporaneously with such Investment and (B) in the aggregate
do not exceed $5,000,000 at any time outstanding.

                  "Permitted Liens" means (i) Liens securing obligations under
this Indenture, the Notes, the Subsidiary Guarantees and the Collateral
Documents; (ii) Liens securing New Senior Debt in an aggregate principal amount
at any time outstanding not to exceed $45,000,000; (iii) Liens in favor of the
Company or any Subsidiary Guarantor; (iv) Liens on property of a Person existing
at the time such Person is merged into or consolidated with the Company or any
Subsidiary of the Company in accordance with the provisions of this Indenture;
provided that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company; (v) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (vi) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (vii)
Liens existing on the Issue Date and listed on Schedule 1.01(b) hereto; (viii)
                                               ----------------
Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (ix) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, or other similar Liens arising in the ordinary course of business
which are not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings diligently conducted; (x)
Liens of landlords or of mortgagees of landlords arising by operation of law,
provided that the rental payments secured thereby are not yet due and payable;
(xi) Liens incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to obligations that do not exceed
$5,000,000 at any one time outstanding and that (a) are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
(other than trade credit in the ordinary course of business) and (b) do not in
the aggregate materially detract from the value of the property or materially
impair the use thereof in the operation of business by the Company or such
Subsidiary; (xii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security; (xiii) easements, rights-of-way, restrictions,
minor defects or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the business of the
Company or any of its Subsidiaries; (xiv) Purchase Money Liens and Capital Lease
Obligations (including extensions and renewals thereof) securing Indebtedness
incurred pursuant to (A) the first paragraph of Section 4.10 hereof or (B)
clause (iv) of the second paragraph of Section 4.10 hereof; (xv) Liens securing
reimbursement obligations with respect to letters of credit which encumber only
documents and other property relating to such letters of credit and the products
and proceeds thereof; (xvi) judgment and attachment Liens not giving rise to an
Event of Default; (xvii) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual or warranty requirements;
(xviii) Liens arising out of consignment or similar arrangements for the sale of
goods; and (xix) any interest or title of a lessor in property subject to any
operating lease.

                                       12

<PAGE>

                  "Permitted Refinancing Debt" means any Indebtedness of the
Company or any of its 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 its Subsidiaries; provided that: (i) the
principal amount of such Permitted Refinancing Indebtedness does not exceed the
principal amount of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses incurred in
connection therewith); (ii) such Permitted Refinancing Indebtedness 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 Notes or the Subsidiary Guarantees, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of the
Notes, and is subordinated in right of payment to the Notes or such Subsidiary
Guarantees on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness
is incurred either by the Company or by the Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

                  "Purchase Money Lien" means a Lien granted on an asset or
property to secure a Purchase Money Obligation permitted to be incurred under
this Indenture and incurred solely to finance the purchase, or the cost of
construction or improvement, of such asset or property; provided, however, that
such Lien encumbers only such asset or property and is granted within 180 days
of such acquisition.

                  "Purchase Money Obligations" of any Person means any
obligations of such Person to any seller or any other Person incurred or assumed
to finance the purchase, or the cost of construction or improvement, of real or
personal property to be used in the business of such Person or any of its
Subsidiaries in an amount that is not more than 100% of the cost, or fair market
value, as appropriate, of such property, and incurred within 180 days after the
date of such acquisition (excluding accounts payable to trade creditors incurred
in the ordinary course of business).

                  "Record Date" means each record date as specified in the form
of Note attached hereto as Exhibit A.
                           ---------

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company, the Subsidiary
Guarantors and the holders of beneficial interests in the Restricted Global
Note, as such agreement may be amended, modified or supplemented from time to
time.

                                       13

<PAGE>

                  "Reorganization Plan" means the Second Amended Joint Plan of
Reorganization of RBX Group, Inc. and its Subsidiaries, as confirmed by the
United States Bankruptcy Court, Western District of Virginia, including all
exhibits and other attachments thereto.

                  "Restricted Definitive Note" means a Definitive Note bearing
the Transfer Restriction Legend.

                  "Restricted Global Note" means the Global Note bearing the
Transfer Restriction Legend.

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

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

                  "SEC" means the Securities and Exchange Commission.

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

                  "Security Agreements" means the security agreements listed on
Exhibit C to this Indenture, or such other security agreements in form and
---------
substance satisfactory to the Trustee.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

                  "Subsidiary Guarantees" means the Guarantees of the Notes made
by Subsidiary Guarantors pursuant to Article 12 hereof or a supplemental
indenture in the form attached hereto as Exhibit B.
                                         ---------

                  "Subsidiary Guarantor" means each Subsidiary of the Company
that makes a Subsidiary Guarantee in accordance with the provisions of this
Indenture, and its successors and assigns.

                  "S&P" means Standard & Poor's Ratings Services.

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

                  "Transfer Restricted Notes" means Notes that bear the Transfer
Restriction Legend.

                                       14

<PAGE>

                  "Transfer Restriction Legend" means the legend set forth in
Section 2.06(g)(i) to be placed on certain Notes issued under this Indenture
where required by the provisions of this Indenture.

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

                  "Trust Monies" means, subject to the Intercreditor Agreement,
all cash and Cash Equivalents received by the Trustee (i) upon the release of
Collateral from the Lien of this Indenture or the Collateral Documents,
including all proceeds of Collateral and all moneys received in respect of the
principal of all purchase money, governmental and other obligations; (ii) as Net
Insurance Proceeds; (iii) pursuant to the Collateral Documents; (iv) as proceeds
of any sale or other disposition of all or any part of the Collateral by or on
behalf of the Trustee or any collection, recovery, receipt, appropriation or
other realization of or from all or any part of the Collateral pursuant to this
Indenture or any of the Collateral Documents or otherwise; (v) which constitute
proceeds from any transaction which results in a Subsidiary Guarantor being
released from its Subsidiary Guarantee pursuant to this Indenture; or (vi) for
application as provided in the relevant provisions of this Indenture or any
Collateral Document or which disposition is not otherwise specifically provided
for in this Indenture or in any Collateral Document; provided, however, that
Trust Monies shall in no event include any property deposited with the Trustee
for any redemption, legal defeasance or covenant defeasance of Notes, for the
satisfaction and discharge of this Indenture or to pay the purchase price of
Notes pursuant to a Change of Control Offer.

                  "Unrestricted Definitive Note" means a Definitive Note that
does not bear the Transfer Restriction Legend.

                  "Unrestricted Global Note" means the Global Note that does not
bear the Transfer Restriction Legend.

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

                  "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.

                                       15

<PAGE>

Section 1.02   Other Definitions

<TABLE>
<CAPTION>
               Term                                                 Defined in Section
               ----                                                 ------------------
               <S>                                                  <C>
               "Additional Notes"                                           4.01
               "Affiliate Transaction"                                      4.13
               "After-Acquired Property"                                   10.01
               "Asset Sale Offer"                                           4.08
               "Asset Sale Offer Period"                                    4.08
               "Asset Sale Offer Amount"                                    4.08
               "Asset Sale Purchase Date"                                   4.08
               "Authentication Order"                                       2.02
               "Available Amount"                                           4.08
               "Bankruptcy Law"                                             6.01
               "Benefitted Party"                                          12.01
               "Calculation Date"                                           1.01 ("Fixed Charge
                                                                                   Coverage Ratio")
               "Change of Control Offer"                                    4.07
               "Change of Control Offer Period"                             4.07
               "Change of Control Payment"                                  4.07
               "Change of Control Purchase Date"                            4.07
               "Company Obligations"                                        4.01
               "Company Order"                                             10.05
               "Covenant Defeasance"                                        8.03
               "Custodian"                                                  6.01
               "DTC"                                                        2.03
               "Excess Proceeds"                                            4.08
               "Guarantee Obligations"                                     12.01
               "Legal Defeasance"                                           8.02
               "Neocork"                                                    4.14
               "Paying Agent"                                               2.03
               "Payment Blockage Notice"                                   10.03
               "Payment Default"                                            6.01
               "Released Collateral"                                       10.05
               "Released Property"                                         10.05
               "Released Trust Monies"                                     11.04
               "Registrar"                                                  2.03
               "Replacement Assets"                                         4.08
               "Restricted Payments"                                        4.09
               "Section 1145"                                               2.06(c)
               "Title Policy"                                              10.02
               "Valuation Date"                                            10.05
</TABLE>

Section 1.03   Incorporation by Reference of Trust Indenture Act

               Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                                       16

<PAGE>

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04      Rules of Construction

                  Unless the context otherwise requires:

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

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

                  (3)   "or" is not exclusive;

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

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

                  (6)   references to sections of or rules under the Securities
Act shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.

                                    ARTICLE 2
                                    THE NOTES

Section 2.01      Form and Dating

                  (a)   General.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
                                      ---------
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof, except that Notes

                                       17

<PAGE>

may be originally issued in such denominations as may be required under the
Reorganization Plan or Section 4.01 hereof and may be subsequently transferred
in such denominations.

               The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company, the
Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling. All Notes issued on the Issue Date shall be represented by
beneficial interests in the Unrestricted Global Note unless the holder of such
beneficial interest is a party to the Registration Rights Agreement, in which
case such holder's interest shall be represented by a beneficial interest in a
Transfer Restricted Note.

               (b) Global Notes.

               Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and issuances of Additional Notes. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

               All Additional Notes issued in respect of a Global Note shall be
represented by increases in such Global Note, and all Additional Notes issued in
respect of a Definitive Note shall be represented by an additional Definitive
Note (and if such Definitive Note is a Restricted Definitive Note, then such
Additional Note shall be a Restricted Definitive Note).

Section 2.02 Execution and Authentication

               One Officer shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Notes and may
be in facsimile form. If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid. A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture. The Trustee shall, upon a written order of
the Company signed by two Officers (an "Authentication Order") authenticate (i)
Notes for original issue on the Issue Date up to $25,000,000 and (ii) after the
Issue Date, any Additional Notes as contemplated by Section 4.01. The aggregate
principal amount of Notes outstanding at any time may not exceed the amount
specified in the preceding sentence except as provided in Section 2.07 hereof.
The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

                                       18

<PAGE>

Section 2.03   Registrar and Paying Agent

               The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar. The Company initially
appoints The Depository Trust Company ("DTC") to act as Depositary with respect
to the Global Notes. The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

Section 2.04   Paying Agent to Hold Money in Trust

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

Section 2.05   Holder 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
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06   Transfer and Exchange

               (a) Transfer and Exchange Transfer and Exchange of Global Notes.
A Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All

                                       19

<PAGE>

Global Notes will be exchanged by the Company for Definitive Notes if (i) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary, (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee, or (iii) there shall have occurred and be continuing a Default or an
Event of Default and such exchange shall be requested by a written notice given
to the Depositary by a Holder. Upon the occurrence of any of the preceding
events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Section 2.07 hereof.
A Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) or (c) hereof, in each
case subject to the requirements of Section 2.06(f) hereof.

               (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with the following, as applicable:

                   (i)  Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in the Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
Restricted Global Note in accordance with Section 2.06(f) hereof and the
transfer restrictions set forth in the Transfer Restriction Legend. Beneficial
interests in the Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the Unrestricted Global
Note.

                   (ii) Transfers and Exchanges of Beneficial Interests in a
Global Note for Beneficial Interests in the other Global Note. In connection
with all transfers and exchanges of beneficial interests in a Global Note for
beneficial interests in the other Global Note, the transferor of such beneficial
interest must deliver to the Registrar (A) a written order from a Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in the
applicable Global Note in an amount equal to the beneficial interest to be
transferred or exchanged, (B) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase, and (C) the documentation required by Section
2.06(f) hereof. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture
(including, without limitation, Section 2.06(f) hereof) and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Notes pursuant to Section 2.06(h)
hereof.

                                       20

<PAGE>

               (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

               If any holder of a beneficial interest in a Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order
from a Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged, and
(B) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to
effect such transfer or exchange, and (ii) if the beneficial interest being
transferred or exchanged is a beneficial interest in the Restricted Global Note,
satisfaction of the conditions set forth in Section 2.06(f) hereof, the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall
execute and, upon receipt of an Authentication Order pursuant to Section 2.02,
the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant. The Trustee shall deliver such Definitive Notes to the Persons in
whose names such Notes are so registered.

               Any Definitive Note issued upon exchange or transfer of a
beneficial interest in the Unrestricted Global Note that is issued to a Person
that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. (S)
1145 ("Section 1145") or an "affiliate" or a "control person" within the meaning
of the Securities Act and any Definitive Note issued upon exchange or transfer
of a beneficial interest in the Restricted Global Note shall, in each case,
unless otherwise permitted under Section 2.06(f), bear the Transfer Restriction
Legend and shall be subject to all restrictions on transfer contained therein.

           (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

               If any Holder of Definitive Note proposes to exchange such Note
for a beneficial interest in a Global Note or to transfer such Definitive Note
to a Person who takes delivery thereof in the form of a beneficial interest in a
Global Note, then, upon (i) delivery to the Registrar of a written order and
instructions of the types described in Section 2.06(b)(ii) above, and (ii) if
the Definitive Note being transferred or exchanged is a Restricted Definitive
Note, satisfaction of the conditions set forth in Section 2.06(f) hereof, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of the applicable Global Note.

          (e)  Transfer and Exchange of Definitive Notes for Definitive
Notes.

               Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e) and, if applicable,
Section 2.06(f), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the

                                       21

<PAGE>

Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to Section 2.06(f).

               Any Definitive Note issued upon exchange or transfer of an
Unrestricted Definitive Note that is issued to a Person that may be deemed to be
an "underwriter" within the meaning of Section 1145 or an "affiliate" or a
"control person" within the meaning of the Securities Act and any Definitive
Note issued upon exchange or transfer of a Restricted Definitive Note shall, in
each case, unless otherwise permitted under Section 2.06(f), bear the Transfer
Restriction Legend and shall be subject to all restrictions on transfer
contained therein.

           (f) Transfers and Exchanges of Transfer Restricted Notes. No Person
may transfer or exchange a Restricted Definitive Note, the Restricted Global
Note or a beneficial interest in the Restricted Global Note (including, without
limitation, the removal of the Transfer Restriction Legend thereon) unless such
transfer or exchange is made (i) pursuant to an effective registration statement
under the Securities Act, (ii) in compliance with the applicable requirements of
Rule 144 or (iii) pursuant to an exemption from registration requirements of the
Securities Act and, in the case of clauses (ii) or (iii), if the Registrar or
the Company so requests, the Registrar receives an opinion of counsel in form
reasonably acceptable to the Registrar and the Company stating that (A) such
transfer or exchange is in compliance with the Securities Act and (B) if such
transferee or exchangee seeks the removal of the Transfer Restriction Legend,
the restrictions on transfer contained herein and in the Transfer Restriction
Legend are no longer required in order to maintain compliance with the
Securities Act. Upon satisfaction of the requirements of this Section 2.06(f)
with respect to the removal of the Transfer Restriction Legend, as appropriate,
such Restricted Definitive Note shall be exchanged for an Unrestricted
Definitive Note or such beneficial interest in the Restricted Global Note shall
be exchanged for a beneficial interest in the Unrestricted Global Note, and the
Trustee shall adjust the principal balances of the Global Notes pursuant to
Section 2.06(h) hereof.

           (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture to the extent
required by the applicable provisions of this Indenture:


               (i)  Transfer Restriction Legend. Each Transfer Restricted Note
shall bear a legend substantially in the following form:

       "THIS NOTE HAS BEEN ISSUED IN AN OFFERING PURSUANT TO 11 U.S.C. (S) 1145
       ("SECTION 1145") TO A PERSON OR ENTITY WHO MAY BE DEEMED TO BE (1) AN
       "UNDERWRITER" WITHIN THE MEANING OF SECTION 1145 OR (2) AN "AFFILIATE" OR
       "CONTROL PERSON" OF THE ISSUER WITHIN THE MEANING OF THE SECURITIES ACT
       OF 1933, AS AMENDED (THE "SECURITIES ACT"). AS SUCH, THIS NOTE HAS NOT
       BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED
       OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
       STATEMENT AS TO THIS NOTE IN ACCORDANCE WITH THE SECURITIES ACT AND ANY
       OTHER

                                       22

<PAGE>

         APPLICABLE STATE OR FEDERAL SECURITIES LAWS, (2) AN EXEMPTION FROM SUCH
         REGISTRATION (BASED ON AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
         AND THE REGISTRAR FOR THIS NOTE, IF SO REQUESTED BY THE ISSUER OR THE
         REGISTRAR) OR (3) COMPLIANCE WITH THE APPLICABLE REQUIREMENTS OF RULE
         144 PROMULGATED UNDER THE SECURITIES ACT (BASED ON AN OPINION OF
         COUNSEL SATISFACTORY TO THE ISSUER AND THE REGISTRAR FOR THIS NOTE, IF
         SO REQUESTED BY THE ISSUER OR THE REGISTRAR).

                      (ii) Global Note Legend. Each Global Note shall bear a
legend in substantially the following form:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
         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."

                 (h)  Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or cancelled in whole and not in part, each such Global Note shall be returned
to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                 (i)  General Provisions Relating to Transfers and Exchanges.

                      (i)  To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order.

                                       23

<PAGE>

                   (ii)  No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note 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 transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 4.07 and 4.08 hereof.

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


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

                   (v)   Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.

                   (vi)  The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof.

                   (vii) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07  Replacement Notes

              If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the reasonable
judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Company may charge for its expenses in replacing a Note.
Every replacement Note is an additional obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

                                       24

<PAGE>

Section 2.08  Outstanding Notes

              The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note. If a Note is replaced pursuant to Section 2.07 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser. If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue. If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or the maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

Section 2.09  Treasury Notes

              In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

Section 2.10  Temporary Notes

              Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.
Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

Section 2.11  Cancellation

              The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                                       25

<PAGE>

Section 2.12  Defaulted Interest

              If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01  Notices to Trustee

              If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days (unless a shorter period is acceptable to the Trustee) but not
more than 60 days before a redemption date, an Officers' Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

Section 3.02  Selection of Notes to Be Redeemed

              If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.

              The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or integral multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not an integral
multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

                                       26

<PAGE>

Section 3.03  Notice of Redemption

              At least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its
registered address.

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

              (a)   the redemption date;

              (b)   the redemption price;

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

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

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

              (f)   that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

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

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

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

Section 3.04  Effect of Notice of Redemption

              Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

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<PAGE>

Section 3.05  Deposit of Redemption Price

              One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent immediately available funds
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

              If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06  Notes Redeemed in Part

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

Section 3.07  Optional Redemption

              The Company shall have the option to redeem the Notes, in whole or
in part, at any time and from time to time, at the redemption price of 101% of
principal amount, plus accrued and unpaid interest thereon, if any, to the
applicable redemption date.

Section 3.08  No Mandatory Redemption

              The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01  Payment of Notes

              (a)  General. The Company shall pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated


                                       28

<PAGE>

for and sufficient to pay all principal, premium, if any, and interest then due.
The Company's Obligations under the Notes, the Indenture, the Registration
Rights Agreement and the Collateral Documents are referred to herein as the
"Company Obligations."

              (b) Payment of Interest by Issuance of Additional Notes.

              Subject to the terms and conditions of this Section 4.01, during
the period beginning on the Issue Date and ending on August 15, 2004, so long as
no Default or Event of Default is then continuing, the Company may elect to pay
interest on all or any portion of the outstanding Notes by the issuance of
additional Notes ("Additional Notes") at a rate of 12% per annum in lieu of
cash.

              In order to exercise such right, the Company must deliver to the
Trustee not less than 10 nor more than 45 days prior to the Record Date for the
Interest Payment Date on which Additional Notes will be issued an Officers'
Certificate notifying the Trustee of its election to pay interest through the
issuance of Additional Notes and the aggregate amount of such Additional Notes
to be issued, and specifying the amount of Additional Notes to be issued through
the issuance of Additional Definitive Notes, the amount to be issued through
increases in the Restricted Global Note and the amount to be issued through
increases in the Unrestricted Global Note. On or after the date of such
Officers' Certificate but not less than 10 days prior to the relevant Interest
Payment Date, the Company shall deliver to the Trustee any Additional Definitive
Notes to be issued, which Additional Definitive Notes shall have been duly
executed by the Company in the manner provided in Section 2.02.

              If the conditions set forth in this Section 4.01(b) are not
satisfied, interest on the Notes shall be due and payable in immediately
available U.S. funds as specified in this Indenture and the Notes. If the
Company has satisfied the conditions in this Section 4.01(b), on the relevant
Interest Payment Date the Trustee shall record increases in the Global Notes and
authenticate Additional Definitive Notes, as appropriate, in the aggregate
principal amounts required to pay such interest.

              Each Additional Note is an additional obligation of the Company
and the Subsidiary Guarantors and shall be governed by, and entitled to the
benefits of, this Indenture and shall be subject to the terms of this Indenture
(including the guarantee provisions) and shall rank pari passu with and be
subject to the same terms (including the rate of interest from time to time
payable thereon) as all other Notes (except, as the case may be, with respect to
the issuance date and aggregate principal amount) and shall have the benefit of
all Liens securing Notes.

              (c) Default Rate Interest. Notwithstanding any other provision of
this Indenture or the Notes, the Company shall pay interest (including Accrued
Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 2%
per annum in excess of the then applicable interest rate on the Notes to the
extent lawful (the "Default Rate"). In addition, the Company shall pay interest
(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the Default Rate to the extent lawful.

                                       29

<PAGE>

Section 4.02   Maintenance of Office or Agency

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

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

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


Section 4.03   Reports.

               (a) Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Trustee and all Holders (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
("MD&A") and, with respect to the annual information only, a report thereon by
the Company's certified independent accountants, (ii) monthly financial
statements in the same form as the quarterly financial statements referred to in
clause (i) (but without the MD&A) and (iii) all reports that would be required
to be filed with the SEC on Form 8-K if the Company were required to file such
reports. In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all such information with the SEC for
public availability (unless the SEC will not accept such a filing) and shall
promptly make such information available to all securities analysts and
prospective investors upon request.

               (b) For so long as any Transfer Restricted Notes remain
outstanding, the Company and the Subsidiary Guarantors shall furnish to the
Trustee and all 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.

Section 4.04   Compliance Certificate

               (a) The Company shall deliver to the Trustee, within 30 days
after the end of each fiscal quarter, and within 90 days after the end of each
fiscal year, an Officers' Certificate

                                       30

<PAGE>

stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal quarter or fiscal year, as appropriate, has been
made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

               (b) So long as not contrary to the then current recommendations
of the American Institute of Certified Public Accountants, the year-end
financial statements delivered pursuant to Section 4.03(a) hereof shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

               (c) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05   Taxes

               The Company shall pay, and shall cause each of its Subsidiaries
to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06   Stay, Extension and 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, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.

                                       31

<PAGE>

Section 4.07   Change of Control

               Upon the occurrence of a Change of Control, the Company shall
offer to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase (the "Change of Control Payment"). Within 30 days following
any Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes pursuant to the procedures required by this
Indenture and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control.

               The Change of Control Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Change of Control Offer
Period"). No later than five Business Days after the termination of the Change
of Control Offer Period (the "Change of Control Purchase Date"), the Company
shall purchase all Notes tendered in response to the Change of Control Offer.
Payment for any Notes so purchased shall be made in the same manner as interest
payments are made.

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

               Upon the commencement of a Change of Control Offer, the Company
shall send, by first class mail, a notice to each of the Holders, with a copy of
each such notice to the Trustee. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer. The Change of Control Offer shall be made to all
Holders. The notice, which shall govern the terms of the Change of Control
Offer, shall state:

                    (a)  that the Change of Control Offer is being made pursuant
               to this covenant and the length of time the Change of Control
               Offer shall remain open;

                    (b)  the Change of Control Payment and the Change of Control
               Purchase Date;

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

                    (d)  that, unless the Company defaults in making such
               payment, any Note accepted for payment pursuant to the Change of
               Control Offer shall cease to accrue interest after the Change of
               Control Purchase Date;

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<PAGE>

                    (e) that Holders electing to have a Note purchased pursuant
               to any Change of Control Offer shall be required to surrender the
               Note, with the form entitled "Option of Holder to Elect Purchase"
               on the reverse of the Note completed, or transfer by book-entry
               transfer, to the Company, a Depositary, if appointed by the
               Company, or a Paying Agent at the address specified in the notice
               at least three days before the Change of Control Purchase Date;
               and

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

               On the Change of Control Purchase Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and, upon receipt of an
Authentication Order, the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

Section 4.08   Asset Sales

               The Company shall not, and shall not permit any of its
Subsidiaries to, engage in an Asset Sale in excess of $1,000,000 unless (a) the
Intercreditor Agreement is in effect and the Intercreditor Agreement does not
prohibit such Asset Sale and expressly provides that the Trustee has no right to
restrict or permit, or approve or disapprove, such Asset Sale, or (b) in all
other cases, (i) the Company (or the Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value, and in the case of a lease of assets, a lease providing for rent and
other conditions which are no less favorable to the Company (or the Subsidiary,
as the case may be) in any material respect than the then prevailing market
conditions (evidenced in each case by a resolution of the Board of Directors of
such entity set forth in an Officers' Certificate delivered to the Trustee) of
the assets or Equity Interests sold or otherwise disposed of, (ii) at least 75%
(100% in the case of lease payments) of the consideration therefor received by
the Company or such Subsidiary is in the form of cash or Cash Equivalents;
provided that the amount of any notes or other obligations received by the
Company or any such Subsidiary from such transferee that are promptly, but in no
event more than 30 days after receipt, converted by the Company or such
Subsidiary into cash (to the extent of the cash

                                       33

<PAGE>

received), shall be deemed to be cash for purposes of this provision, (iii)
subject to the Intercreditor Agreement, if such Asset Sale involves the
disposition of Collateral, the Company or such Subsidiary has complied with the
provisions of Articles 10 and 11 hereof, and (iv) the Company or the Subsidiary,
as the case may be, applies the Net Proceeds as provided in the following
paragraph.

     Subject to the Intercreditor Agreement, any such Net Proceeds may, at the
option of the Company, be applied within 180 days of the related Asset Sale as
follows:

          (i)  to the acquisition of another business or the acquisition of
other long-term assets, in each case, in the same or a similar line of business
as the Company or any of its Subsidiaries was engaged in on the Issue Date or
any reasonable extensions or expansions thereof ("Replacement Assets");
provided, that any Replacement Assets shall be owned by the Company or by the
Subsidiary Guarantor that made the Asset Sale and shall not be subject to any
Liens except Collateral Permitted Liens (and the Company or such Subsidiary
Guarantor, as the case may be, shall execute and deliver to the Trustee such
Collateral Documents or other instruments as shall be necessary to cause such
Replacement Assets to become subject to a Lien in favor of the Trustee, for the
benefit of the holders of the Notes, securing its obligations under the Notes or
its Subsidiary Guarantee, as the case may be, and otherwise shall comply with
the provisions of this Indenture applicable to After-Acquired Property); or

          (ii) to reimburse the Company or its Subsidiaries for expenditures
made, and costs incurred, to repair, rebuild, replace or restore property
subject to loss, damage or taking to the extent that the Net Proceeds consist of
Net Insurance Proceeds received on account of such loss, damage or taking.

     Any portion of such Net Proceeds that is not used as described in
subparagraphs (i) or (ii) above within such 180-day period shall constitute
"Excess Proceeds" subject to disposition as provided below. When the aggregate
amount of Excess Proceeds exceeds $3,000,000 the Company shall be required to
make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase, in accordance with the procedures set forth in this Indenture. To the
extent that the aggregate amount of Notes tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use any remaining Excess
Proceeds for general corporate purposes. Upon completion of such Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

     Subject to the Intercreditor Agreement, all proceeds of Collateral shall,
pending their application in accordance with this covenant or the release
thereof in accordance with Article 10 and Article 11, be deposited in the
Collateral Account under this Indenture.

     The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Asset Sale Offer Period"). No later
than five Business Days after the termination of the Asset Sale Offer Period
(the "Asset Sale Purchase Date"), the Company shall purchase the principal
amount of Notes required to be purchased pursuant to this covenant (the

                                       34

<PAGE>

"Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

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

               Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

                    (a) that the Asset Sale Offer is being made pursuant to this
               covenant and the length of time the Asset Sale Offer shall remain
               open;

                    (b) the Asset Sale Offer Amount, the purchase price and the
               Asset Sale Purchase Date;

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

                    (d) that, unless the Company defaults in making such
               payment, any Note accepted for payment pursuant to the Asset Sale
               Offer shall cease to accrue interest after the Asset Sale
               Purchase Date;

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

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

                    (g) that, if the aggregate principal amount of Notes
               surrendered by Holders exceeds the Asset Sale Offer Amount, the
               Company shall select the Notes to be purchased on a pro rata
               basis (with such adjustments as may be deemed appropriate by the
               Company so that only Notes in

                                       35

<PAGE>

                    denominations of $1,000, or integral multiples thereof,
                    shall be purchased); and

                         (h) that Holders whose Notes were purchased only in
                    part shall be issued new Notes equal in principal amount to
                    the unpurchased portion of the Notes surrendered (or
                    transferred by book-entry transfer).

                    On or before the Asset Sale Purchase Date, the Company
shall, to the extent lawful, accept for payment, on a pro rata basis to the
extent necessary, the Asset Sale Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer
Amount has been tendered, all Notes tendered, and shall deliver to the Trustee
an Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this
covenant. The Company, the Depositary or the Paying Agent, as the case may be,
shall promptly (but in any case not later than five days after the Asset Sale
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon delivery of an Officers' Certificate from the Company, shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the Asset
Sale Purchase Date.

Section 4.09        Restricted Payments

                    The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any distribution on account of the Company's or any of its Subsidiaries' Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the
Company or dividends or distributions payable to the Company or any Wholly Owned
Subsidiary of the Company that is a Subsidiary Guarantor); (ii) purchase, redeem
or otherwise acquire or retire for value any Equity Interests of the Company or
any direct or indirect parent of the Company or other Affiliate or Subsidiary of
the Company (other than any such Equity Interests owned by the Company or any
Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor); (iii)
make any principal payment on, or purchase, redeem, defease or otherwise acquire
or retire for value any Indebtedness that is contractually subordinated to the
Notes or any Subsidiary Guarantee, except at final maturity, other than through
the purchase or acquisition by the Company of Indebtedness through the issuance
in exchange therefor of Equity Interests (other than Disqualified Stock); or
(iv) make any Restricted Investment (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:

                         (a) no Default or Event of Default shall have occurred
                    and be continuing or would occur as a consequence thereof;


                                       36

<PAGE>

                         (b) the Company would, at the time of such Restricted
                    Payment and after giving pro forma effect thereto as if such
                    Restricted Payment had been made at the beginning of the
                    applicable four-quarter period, have been permitted to incur
                    at least $1.00 of additional Indebtedness pursuant to the
                    Fixed Charge Coverage Ratio test set forth in the first
                    paragraph of Section 4.10; and

                         (c) such Restricted Payment, together with the
                    aggregate of all other Restricted Payments made by the
                    Company and its Subsidiaries after the Issue Date (excluding
                    Restricted Payments permitted by clauses (ii) and (iii) of
                    the next succeeding paragraph), is less than the sum,
                    without duplication, of (i) $5,000,000 plus (ii) 50% of the
                    Consolidated Net Income of the Company for the period (taken
                    as one accounting period) from October 1, 2001 to the end of
                    the Company's most recently ended fiscal quarter for which
                    internal financial statements are available at the time of
                    such Restricted Payment (or, if such Consolidated Net Income
                    for such period is a deficit, less 100% of such deficit),
                    plus (iii) to the extent not included in the amount
                    described in clause (ii) above, 100% of the aggregate net
                    cash proceeds received after the Issue Date by the Company
                    from the issue or sale of, or from additional capital
                    contributions in respect of, Equity Interests of the Company
                    or of debt securities of the Company or any Subsidiary
                    Guarantor that have been converted into, or cancelled in
                    exchange for, Equity Interests of the Company (other than
                    Equity Interests (or convertible debt securities) sold to a
                    Subsidiary or an Affiliate of the Company and other than
                    Disqualified Stock or debt securities that have been
                    converted into Disqualified Stock), plus (iv) to the extent
                    that any Restricted Investment that was made after the Issue
                    Date is sold for cash or otherwise liquidated or repaid for
                    cash, the lesser of (A) the amount expended by the Company
                    and its Subsidiaries to make such Restricted Investment and
                    (B) the Net Proceeds received by the Company or any
                    Subsidiary Guarantor upon sale or liquidation of such
                    Restricted Investment.

                    The foregoing provisions shall not prohibit (i) the payment
of any dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement or other acquisition of
any Equity Interests of the Company or any direct or indirect parent of the
Company in exchange for, or out of the net cash proceeds of, the substantially
concurrent sale (other than to a Subsidiary or an Affiliate of the Company) of,
or from substantially concurrent additional capital contributions in respect of,
other Equity Interests of the Company (other than any Disqualified Stock);
provided that any net cash proceeds that are utilized for any such redemption,
repurchase, retirement or other acquisition, and any Net Income resulting
therefrom, shall be excluded from clauses (c)(ii) and (c)(iii) of the preceding
paragraph; and (iii) the defeasance, redemption or repurchase of Indebtedness
that is contractually subordinated to the Notes or any Subsidiary Guarantee with
the net cash proceeds from an incurrence of Permitted Refinancing Debt or the
substantially concurrent sale (other than to a Subsidiary or an Affiliate of the
Company) of, or from substantially concurrent additional capital contributions
in respect

                                       37

<PAGE>

of, Equity Interests of the Company (other than Disqualified Stock); provided,
that any net cash proceeds that are utilized for any such defeasance, redemption
or repurchase, and any Net Income resulting therefrom, shall be excluded from
clauses (c)(ii) and (c)(iii) of the preceding paragraph.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value (evidenced by a resolution of the Board of Directors
set forth in an Officers' Certificate delivered to the Trustee) on the date of
the Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not
later than the date of making any Restricted Payment, the Company shall deliver
to the Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this covenant were computed, which calculations may be based upon the Company's
latest available financial statements.

Section 4.10      Incurrence of Indebtedness and Issuance of Preferred Stock.

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Indebtedness) and the Company shall not issue any Disqualified Stock and shall
not permit any of its Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company may incur Indebtedness (including Acquired
Indebtedness) or issue shares of Disqualified Stock and the Company's
Subsidiaries that are Subsidiary Guarantors may incur Indebtedness if: (i) the
Fixed Charge Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock is issued would have been at least 2.0 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period; and (ii) no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof; provided, that no
Guarantee may be incurred pursuant to this paragraph unless the guaranteed
Indebtedness is incurred by the Company or a Subsidiary Guarantor pursuant to
this paragraph.

                  The foregoing provisions shall not apply to:

                           (i)  the incurrence by the Company or a Subsidiary
                  Guarantor of New Senior Debt (and Guarantees thereof by
                  Subsidiaries that are Subsidiary Guarantors and by the
                  Company, if applicable) in an aggregate principal amount at
                  any time outstanding (with letters of credit obligations being
                  deemed to have a principal amount equal to the maximum
                  potential liability of the Company and its Subsidiaries that
                  are Subsidiary Guarantors with respect thereto) not to exceed
                  an amount equal to $45,000,000;

                           (ii) the incurrence by the Company of the Existing
                  Indebtedness;

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<PAGE>

                           (iii)  the incurrence by the Company of Indebtedness
                  represented by the Notes and by the Subsidiary Guarantors of
                  Indebtedness represented by the Subsidiary Guarantees;

                           (iv)   the incurrence by the Company or any
                  Subsidiary Guarantor of Indebtedness represented by Capital
                  Lease Obligations, mortgage financings or Purchase Money
                  Obligations, in each case incurred for the purpose of
                  financing all or any part of the purchase price or cost of
                  construction or improvement of property used in the business
                  of the Company or such Subsidiary Guarantor, in an aggregate
                  principal amount not to exceed $10,000,000 at any time
                  outstanding;

                           (v)    the incurrence by the Company or any
                  Subsidiary Guarantor of Permitted Refinancing Indebtedness in
                  exchange for, or the net proceeds of which are used to extend,
                  refinance, renew, replace, defease or refund, Indebtedness
                  that was incurred under the first paragraph of this Section
                  4.10;

                           (vi)   the incurrence by the Company or any of its
                  Wholly Owned Subsidiaries of intercompany Indebtedness between
                  or among the Company and any of its Wholly Owned Subsidiaries
                  or between or among any Wholly Owned Subsidiaries; provided,
                  however, that (i) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than a Wholly Owned Subsidiary and (ii)
                  any sale or other transfer of any such Indebtedness to a
                  Person that is not either the Company or a Wholly Owned
                  Subsidiary shall be deemed, in each case, to constitute an
                  incurrence of such Indebtedness by the Company or such
                  Subsidiary, as the case may be;

                           (vii)  the incurrence by the Company or any of its
                  Subsidiaries that are Subsidiary Guarantors of Hedging
                  Obligations that are incurred for the purpose of fixing or
                  hedging interest rate risk with respect to any floating rate
                  Indebtedness that is permitted by this Indenture to be
                  incurred; and

                           (viii) the incurrence by the Company or any of its
                  Subsidiaries that are Subsidiary Guarantors of Indebtedness
                  (in addition to Indebtedness permitted by any other clause of
                  this paragraph) in an aggregate principal amount at any time
                  outstanding not to exceed the sum of $2,500,000;

                  Notwithstanding any other provision of this covenant, a
Guarantee of Indebtedness permitted by the terms of this Indenture at the time
such Indebtedness was incurred shall not constitute a separate incurrence of
Indebtedness.

Section 4.11      Liens

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired, or any income or
profits therefrom or assign or convey any right to receive income therefrom,
except Permitted Liens.

                                       39

<PAGE>

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien on any Collateral now owned or hereafter acquired, or any income
or profits therefrom or assign or convey any right to receive income therefrom,
except Collateral Permitted Liens.

Section 4.12      Dividend and Other Payment Restrictions Affecting Subsidiaries

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (i)(A) pay dividends or make any other distributions to the
Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect
to any other interest or participation in, or measured by, its profits, or (B)
pay any Indebtedness owed to the Company or any of its Subsidiaries, (ii) make
loans or advances to the Company or any of its Subsidiaries or (iii) transfer
any of its properties or assets to the Company or any of its Subsidiaries,
except for such encumbrances or restrictions existing under or by reason of (a)
Existing Indebtedness as in effect on the Issue Date, (b) the New Credit
Agreement as in effect as of the Issue Date, and any amendments, modifications,
restatements, renewals, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
supplements, refundings, replacement or refinancings are no more restrictive
with respect to such dividend and other payment restrictions than those
contained in the New Credit Agreement as in effect on the Issue Date, (c) this
Indenture and the Notes, (d) applicable law, (e) any instrument governing
Acquired Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Subsidiaries as in effect at the time of such acquisition (except to
the extent such Acquired Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, provided that
the Consolidated EBITDA of such Person is not taken into account in determining
whether such acquisition was permitted by the terms of this Indenture, (f) by
reason of customary non-assignment provisions in leases and licenses entered
into in the ordinary course of business and consistent with past practices, (g)
Purchase Money Obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (iii) above
on the property so acquired, (h) agreements relating to the financing of the
acquisition of real or tangible personal property acquired after the Issue Date,
provided, that such encumbrance or restriction relates only to the property
which is acquired and in the case of any encumbrance or restriction that
constitutes a Lien, such Lien constitutes a Purchase Money Lien, (i) any
restriction or encumbrance in the nature of clause (iii) above contained in
contracts for sale of assets permitted by this Indenture in respect of the
assets being sold pursuant to such contract, or (j) Permitted Refinancing Debt,
provided that the restrictions contained in the agreements governing such
Permitted Refinancing Debt are no more restrictive than those contained in the
agreements governing the Indebtedness being refinanced.

Section 4.13      Transactions with Affiliates

                  The Company shall not, and shall not permit any of its
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make any contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate

                                       40

<PAGE>

Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Subsidiary than those that would
have been obtained in a comparable transaction by the Company or such Subsidiary
with an unrelated Person and (ii) the Company delivers to the Trustee (a) with
respect to any Affiliate Transaction entered into after the date of this
Indenture involving aggregate consideration in excess of $1,000,000, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (i) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction involving aggregate consideration in excess of $5,000,000,
an opinion as to the fairness to the Company or such Subsidiary of such
Affiliate Transaction from a financial point of view issued by an investment
banking firm of national standing; provided that the following shall not be
deemed to be Affiliate Transactions: (x) any employment agreement entered into
by the Company or any of its Subsidiaries in the ordinary course of business and
consistent with the past practice of the Company or such Subsidiary, (y)
transactions between or among the Company and/or its Wholly Owned Subsidiaries
that are Subsidiary Guarantors and (z) Restricted Payments permitted by Section
4.09.

Section 4.14      Additional Subsidiary Guarantees

                  (a) All Subsidiaries of the Company shall be Subsidiary
Guarantors. The Company shall not permit any Person that is not a Subsidiary
Guarantor to be a Subsidiary, and shall cause each Subsidiary that is not a
Subsidiary Guarantor to execute and deliver a supplemental indenture (which
provides for a Subsidiary Guarantee) in the form attached hereto as Exhibit B
                                                                    ---------
and deliver an Opinion of Counsel to the Trustee to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and constitutes a valid and binding obligation of such Subsidiary,
enforceable against such Subsidiary in accordance with its terms (subject to
customary exceptions).

                  (b) Notwithstanding subsection (a) of this Section, Neocork
Technologies, L.L.C. ("Neocork") shall not be required to be a Subsidiary
Guarantor and shall not be required to execute a supplemental indenture as
specified in subsection (a) above so long as (i) Neocork is a Subsidiary of the
Company but is not a Wholly Owned Subsidiary of the Company, and (ii) Neocork
has not incurred any Indebtedness or other obligations (as borrower, guarantor
or otherwise) with respect to any Indebtedness of the Company or any Subsidiary
Guarantor that is incurred by the Company or a Subsidiary Guarantor on or after
the Issue Date (including, without limitation, New Senior Debt). Upon failure of
either or both of the conditions set forth in the preceding sentence, the
Company shall promptly comply, and shall cause Neocork to promptly comply, with
subsection (a) above.

Section 4.15      Impairment of Security Interests

                  Neither the Company nor any of its Subsidiaries shall take or
omit to take any action which action or omission could reasonably be expected to
have the result of adversely affecting or impairing the Lien in favor of the
Trustee for the benefit of the holders of the Notes in the Collateral.

                                       41

<PAGE>

Section 4.16   Payments for Consent

               Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.17   Corporate Existence

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01   Merger, Consolidation or Sale of Assets

               The Company shall not, and shall not permit its Subsidiaries to,
in a single transaction or series of related transactions, consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or of the Company and its
Subsidiaries taken as a whole in one or more related transactions, to another
Person unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (such surviving corporation or transferee
Person, the "Surviving Entity") is a corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia; (ii)
the Surviving Entity assumes all the obligations of the Company under the Notes,
this Indenture and the Collateral Documents, and the Surviving Entity's
Subsidiaries become Subsidiary Guarantors, pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee; (iii) the Surviving Entity
causes such amendments, supplements or other instruments to be filed and
recorded in such jurisdictions as may be required by applicable law to preserve
and protect the Lien of the Collateral Documents in the Collateral owned by or
transferred to the Surviving Entity, together with such financing statements as
may be required by applicable law to preserve and protect the Lien of the
Collateral Documents in the Collateral owned by or transferred to the Surviving
Entity, together with such financing statements as may be required to

                                       42

<PAGE>

perfect any security interests in such Collateral which may be perfected by the
filing of a financing statement under the Uniform Commercial Code of the
relevant states; (iv) the Collateral owned by or transferred to the Surviving
Entity shall (1) continue to constitute Collateral under the Indenture and the
Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee
for the benefit of the holders of the Notes and (3) shall not be subject to any
Lien other than Collateral Permitted Liens; (v) the property and assets of the
Person which is merged or consolidated with or into the Surviving Entity, and of
the Surviving Entity's Subsidiaries, to the extent that they are property and
assets of types which would constitute Collateral under the Collateral
Documents, shall be treated as After-Acquired Property and the Surviving Entity
and its Subsidiaries shall take such actions as may be necessary to cause such
property and assets to be made subject to the Lien of the Collateral Documents
in the manner and to the extent required in the Indenture; (vi) immediately
after such transaction no Default or Event of Default exists; (vii) the
Surviving Entity (A) shall have Consolidated Net Worth immediately after the
transaction equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction and (B) shall, at the time of such
transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.10; and (viii)
the Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel addressed to the Trustee, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or
disposition and such supplemental indenture, if any, comply with this Indenture
and that such supplemental indenture, and this Indenture, as amended and
supplemented thereby, are enforceable.

Section 5.02   Successor Corporation Substituted

               Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company or of the Company and its Subsidiaries taken as a
whole in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor of the Company shall not be relieved from the obligation to pay
the principal of and interest on the Notes except in the case of a sale of all
of the Company's assets that meets the requirements of Section 5.01 hereof.


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default

               An "Event of Default" occurs if:

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<PAGE>

               (1) the Company defaults in the payment of interest on any Note
when the same becomes due and payable and the Default continues for a period of
15 days;

               (2) the Company defaults in the payment of the principal of or
premium, if any, on any Note when the same becomes due and payable at maturity,
upon redemption or otherwise;

               (3) the Company or any of its Subsidiaries fails to observe or
perform any covenant, condition or agreement on the part of the Company or such
Subsidiary to be observed or performed pursuant to Sections 4.07, 4.08, 4.09,
4.10 or 4.14 hereof;

               (4) the Company or any of its Subsidiaries fails to comply with
any of its other agreements or covenants in, or provisions of, the Notes, the
Subsidiary Guarantees, this Indenture or the Collateral Documents and the
Default continues for the period and after the notice specified below;

               (5) a default occurs under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Subsidiaries
(or the payment of which is Guaranteed by the Company or any of its
Subsidiaries), whether such Indebtedness or Guarantee now exists or shall be
created hereafter, which default (a) is caused by a failure to pay principal of
or premium, if any, or interest on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness (a "Payment Default") or (b)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of such Indebtedness, together with the
principal amount of any other Indebtedness as to which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $2,500,000
or more;


               (6) a final judgment or final judgments for the payment of money
(not fully covered by insurance which is acknowledged in writing by the insurer)
are entered by a court or courts of competent jurisdiction against the Company
or any of its Subsidiaries and such judgment or judgments remain undischarged
for a period (during which execution shall not be effectively stayed) of 30
days, provided that the aggregate of all such undischarged judgments exceeds
$2,500,000;

               (7) a default by the Company or any of its Subsidiaries in the
performance of any of the Collateral Documents which adversely affects the
enforceability or validity of the Lien in the Collateral or which adversely
affects the condition or value of the Collateral in any material respect, any
repudiation or disaffirmation by the Company or any Subsidiary of its
Obligations under the Collateral Documents or the determination in a judicial
proceeding that any Collateral Document is unenforceable or invalid against the
Company or any of its Subsidiaries for any reason;

               (8) except as permitted by this Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee;

                                       44

<PAGE>

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

                    (a) commences a voluntary case,

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

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

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

                    (e) generally is not paying its debts as they become due; or

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

                    (a) is for relief against the Company or any Subsidiary in
               an involuntary case,

                    (b) appoints a Custodian of the Company or any Subsidiary or
               for all or substantially all of the property of the Company or
               any Subsidiary, or

                    (c) orders the liquidation of the Company or any Subsidiary,
               and the order or decree remains unstayed and in effect for 30
               consecutive days.

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

               An Event of Default shall not be deemed to have occurred under
clause (3), (5) or (6) until the Trustee shall have received written notice from
the Company or any of the Holders or unless a Responsible Officer shall have
knowledge of such Event of Default. A Default under clause (4) is not an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25% in principal amount of the then outstanding Notes notify the Company and the
Trustee, of the Default and the Company does not cure the Default within 30 days
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."

Section 6.02   Acceleration

               If an Event of Default (other than an Event of Default specified
in clauses (9) and (10) of Section 6.01) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of at least 25% in principal amount of
the then outstanding Notes by written notice to

                                       45

<PAGE>

the Company and the Trustee may declare the unpaid principal of and any accrued
interest on all the Notes to be due and payable. Upon such declaration the
principal and interest shall be due and payable immediately. If an Event of
Default specified in clause (9) or (10) of Section 6.01 occurs, such an amount
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then outstanding Notes by written
notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal or interest that has become
due solely because of the acceleration) have been cured or waived.

Section 6.03   Other Remedies

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

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

Section 6.04   Waiver of Past Defaults

               Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default
in the payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however, that,
subject to Section 6.02, the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05   Control by Majority

               Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability.

                                       46

<PAGE>

Section 6.06   Limitation on Suits

               A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:


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


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

                    (c) such Holder of a Note or Holders of Notes offer and, if
               requested, provide to the Trustee indemnity satisfactory to the
               Trustee against any loss, liability or expense;

                    (d) 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

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

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



Section 6.07   Rights of Holders of Notes to Receive Payment

               Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), 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 such Holder.

Section 6.08   Collection Suit by Trustee

               If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest 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.

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<PAGE>

Section 6.09      Trustee May File Proofs of Claim

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10      Priorities

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

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

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

                  Third:  to the Company or to such party as a court of
competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes 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 a Trustee, a court in its

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<PAGE>

discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01  Duties of Trustee

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

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

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

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

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

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

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

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

              (d) Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to this
Section 7.01 and Section 7.02.

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<PAGE>

                (e) No provision of this Indenture or the Collateral Documents
shall require the Trustee to expend or risk its own funds or incur any
liability. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture or the Collateral Documents at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

                (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

                (a) In connection with the Trustee's rights and duties under
this Indenture or the Collateral Documents, the Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

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

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

                (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture or the Collateral
Documents.

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

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

                (g) Except with respect to Section 4.01 hereof, the Trustee
shall have no duty to inquire as to the performance of the Company's covenants
in Article 4 hereof. In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default
occurring pursuant to Sections 6.01(1), 6.01(2) and 4.01 or (ii) any Default or
Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

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<PAGE>

               (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 may, in its discretion, 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) To the extent any provisions of the Collateral Documents
conflict with or are silent with respect to the matters set forth in this
Article 7, such Collateral Document shall be deemed to include such provisions
set forth herein as if stated therein.

Section 7.03   Individual Rights of Trustee

               The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) it must eliminate such conflict within 90 days,
apply to the SEC for permission to continue as trustee or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof.

Section 7.04   Trustee's Disclaimer

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

Section 7.05   Notice of Defaults

               If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.06   Reports by Trustee to Holders of the Notes

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

                                       51

<PAGE>

comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

               A copy of each report at the time of its mailing to the Holders
of Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

Section 7.07   Compensation and Indemnity

               The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and the Collateral Documents
and services hereunder and thereunder. 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 promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

               The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses (including reasonable attorneys' fees) incurred
by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture and the Collateral Documents, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder or under the
Collateral Documents. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

               The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and the termination of
any Collateral Document.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture and the termination of any Collateral Documents.

               When the Trustee incurs expenses or renders services after an
Event of Default specified in Sections 6.01(9) or 6.01(10) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

               The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

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<PAGE>

Section 7.08   Replacement of Trustee

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

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

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

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

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

               (d) the Trustee becomes incapable of acting.

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

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

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

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

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Section 7.09   Successor Trustee by Merger, etc.

               If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

Section 7.10   Eligibility; Disqualification

               There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition.

               This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11   Preferential Collection of Claims Against Company

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

Section 7.12   Intercreditor Agreement

               Notwithstanding anything to the contrary contained herein (but
subject to Section 13.01 hereof), the rights, duties and obligations of the
Trustee are subject to the Intercreditor Agreement.

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance

               The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02   Legal Defeasance and Discharge

               Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and

                                       54

<PAGE>

the other Sections of this Indenture referred to in (a) and (b) below, and to
have satisfied all its other obligations under such Notes and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of, premium, if any, and interest on such
Notes when such payments are due, (b) the Company's obligations with respect to
such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

Section 8.03   Covenant Defeasance

               Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(5) through 6.01(8) hereof shall not
constitute Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance

               The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

               In order to exercise either Legal Defeasance or Covenant
          Defeasance:

               (a) the Company must irrevocably deposit with the Trustee, in
          trust, for the benefit of the Holders, cash in United States dollars,
          non-callable Government Securities, or a combination thereof, in such
          amounts as will be sufficient, in the opinion of a nationally
          recognized firm of independent public accountants, to pay the
          principal of, premium, if any,

                                       55

<PAGE>

          and interest on the outstanding Notes on the stated date for payment
          thereof or on the applicable redemption date, as the case may be, and
          the Company must specify whether the Notes are being defeased to
          maturity or to a particular redemption date;

               (b) in the case of an election under Section 8.02 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel in
          the United States reasonably acceptable to the Trustee confirming that
          (A) the Company has received from, or there has been published by, the
          Internal Revenue Service a ruling or (B) since the Issue Date, there
          has been a change in the applicable federal income tax law, in either
          case to the effect that, and based thereon such Opinion of Counsel
          shall confirm that, the Holders of the outstanding Notes will not
          recognize income, gain or loss for federal income tax purposes as a
          result of such Legal Defeasance and will be subject to federal income
          tax on the same amounts, in the same manner and at the same times as
          would have been the case if such Legal Defeasance had not occurred;

               (c) in the case of an election under Section 8.03 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel in
          the United States reasonably acceptable to the Trustee confirming that
          the Holders of the outstanding Notes will not recognize income, gain
          or loss for federal income tax purposes as a result of such Covenant
          Defeasance and will be subject to federal income tax on the same
          amounts, in the same manner and at the same times as would have been
          the case if such Covenant Defeasance had not occurred;

               (d) no Default or Event of Default shall have occurred and be
          continuing on the date of such deposit (other than a Default or Event
          of Default resulting from the incurrence of Indebtedness all or a
          portion of the proceeds of which will be used to defease the Notes
          pursuant to this Article 8 concurrently with such incurrence) or
          insofar as Sections 6.01(9) or 6.01(10) hereof is concerned, at any
          time in the period ending on the 91st day after the date of deposit;

               (e) such Legal Defeasance or Covenant Defeasance shall not result
          in a breach or violation of, or constitute a default under, any
          material agreement or instrument (other than this Indenture) to which
          the Company or any of its Subsidiaries is a party or by which the
          Company or any of its Subsidiaries is bound;

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

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<PAGE>

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

                    (h) the Company shall have delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel, each stating
               that all conditions precedent provided for or relating to the
               Legal Defeasance or the Covenant Defeasance have been complied
               with.

Section 8.05   Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions

               Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof.

               Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance. Section 8.06 Repayment to Company

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be

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<PAGE>

published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.07   Reinstatement

               If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes

               Notwithstanding Section 9.02 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Notes or the Collateral Documents without the consent of any Holder of a
Note:

                    (a) to cure any ambiguity, defect or inconsistency;

                    (b) to provide for the assumption of the Company's
               obligations to the Holders of the Notes in the case of a merger
               or consolidation pursuant to Article 5 hereof;

                    (c) to provide for additional Subsidiary Guarantors as set
               forth in Section 4.14 or to provide for the release of a
               Subsidiary Guarantor pursuant to Section 12.04;

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

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

               Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join

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with the Company in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this Indenture
or otherwise.

Section 9.02   With Consent of Holders of Notes

               Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
(including Sections 4.07 and 4.08 hereof), the Notes or any Collateral Document
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Notes or any Collateral Document may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for the
Notes).

               Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

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

               After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture, the Notes or any Collateral Document. However,
without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

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

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                    (b) reduce the principal of or change the fixed maturity of
               any Note or alter or waive any of the provisions with respect to
               the redemption of the Notes, except with respect to Sections 4.07
               hereof (so long as no Change of Control then exists or is
               contemplated) and 4.08 hereof (so long as no Excess Proceeds then
               exist);

                    (c) reduce the rate of or change the time for payment of
               interest, including default interest, on any Note;

                    (d) waive a Default or Event of Default in the payment of
               principal of or premium, if any, or interest on the Notes
               (except, subject to Section 6.02 hereof, a rescission of
               acceleration of the Notes by the Holders of at least a majority
               in aggregate principal amount of the then outstanding Notes and a
               waiver of the payment default that resulted from such
               acceleration);

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

                    (f) make any change in the provisions of this Indenture
               relating to waivers of past Defaults or the rights of Holders of
               Notes to receive payments of principal of, premium, if any, or
               interest on the Notes;

                    (g) waive a redemption payment with respect to any Note;

                    (h) make any change in Section 6.04 or 6.07 hereof or in the
               foregoing amendment and waiver provisions; or

                    (i) release any Collateral other than pursuant to and in
               compliance with the terms hereof.

Section 9.03   Compliance with Trust Indenture Act

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

Section 9.04   Revocation and Effect of Consents

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

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Section 9.05   Notation on or Exchange of Notes

               The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

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

Section 9.06 Trustee to Sign Amendments, etc.

               The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and to receive and (subject to Section 7.01) shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                   ARTICLE 10
                                   COLLATERAL

Section 10.01  Collateral Documents; Additional Collateral

               (a) In order to secure the due and punctual payment of the
principal of, premium, if any, and interest on the Notes when and as the same
shall be due and payable, whether on an Interest Payment Date, at maturity, on
any Asset Sale Purchase Date or Change of Control Purchase Date, or by
acceleration, redemption or otherwise, and interest on the overdue principal of
and (to the extent permitted by law) interest, if any, on the Notes and the
performance of all other obligations of the Company and the Subsidiary
Guarantors to the Holders or the Trustee under this Indenture, the Notes, the
Subsidiary Guarantees, and any other documents contemplated hereby, as the case
may be, the Company, the Subsidiary Guarantors and the Trustee, as applicable,
have simultaneously with the execution of this Indenture entered into the
Collateral Documents, and may in the future enter into additional Collateral
Documents. The Trustee, the Company and the Subsidiary Guarantors each hereby
agree that the Trustee holds its interest in the Collateral in trust for the
benefit of the Holders pursuant to the terms of the Collateral Documents, and
that the Trustee may hold such interest through a collateral agent (including,
without limitation, the collateral agent appointed in the Intercreditor
Agreement as in effect as of the Issue Date). Each of the Company and the
Subsidiary Guarantors covenants and agrees that it will execute, acknowledge and
deliver to the Trustee such further assignments, transfers, assurances or other
instruments and will do or cause to be done all such acts and things as may be
necessary or proper to assure and confirm to the Trustee its interest in the
Collateral, or any part thereof, as from time to time constituted, and the
right, title and interest in and to the Collateral Documents so as to render the
same available for the security and benefit of this Indenture and of the Notes.

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               (b) Promptly upon the acquisition or receipt by the Company or
any of the Subsidiary Guarantors of property and assets (whether real, personal
or mixed, tangible or intangible, and including, without limitation, property
and assets acquired or received pursuant to a merger or consolidation of any
Person or Persons with or into the Company or a Subsidiary Guarantor, pursuant
to an Asset Sale, pursuant to a transaction as a result of which a Subsidiary
Guarantor is released as provided in Section 12.04, or pursuant to a transaction
as a result of which a Person becomes a Subsidiary Guarantor as provided in
Section 4.14 or Section 12.03), of the type that constitutes or would constitute
Collateral (each such item of property and each such asset so acquired or
received being referred to herein as "After-Acquired Property"):

                   (i)   the Company or the applicable Subsidiary Guarantor, as
the case may be, and the Trustee will enter into all supplemental indentures, if
any, required pursuant to the terms of this Indenture (including, without
limitation, Section 4.14 hereof) and all such amendments or supplements to the
Collateral Documents or such additional Mortgages and Deeds of Trust (in each
case in registerable or recordable form) and other Collateral Documents, and the
Company shall cause such amendments, supplements, mortgages and other Collateral
Documents to be filed and recorded in all such governmental offices as shall be
necessary in order to grant and create a valid first priority Lien on and
security interest in such After-Acquired Property in favor of the Trustee
(subject to no prior Liens except as expressly permitted by this Indenture and
the Collateral Documents), and the Company shall cause appropriate financing
statements, mortgages and other papers to be filed in such governmental offices
as shall be necessary in order to perfect any Lien in such After-Acquired
Property as to which a Lien may, under the Uniform Commercial Code or any other
law of the applicable jurisdiction, be perfected by filing, and, if any such
After-Acquired Property consists of stock certificates, promissory notes or
other property as to which, under the relevant Uniform Commercial Code or other
law, a Lien may be perfected by possession or control, deliver such
certificates, promissory notes and other property, together with stock powers or
assignments duly endorsed in blank, to the Trustee or take such other steps as
may from time to time be necessary or desirable to grant the Trustee control
over such After-Acquired Property; and

                   (ii)  the Company or the applicable Subsidiary Guarantor, as
the case may be, shall also deliver to the Trustee the following:

                         (x) to the extent such After-Acquired Property consists
          of real property or a leasehold interest in real property, a title
          insurance policy or an endorsement to an existing title insurance
          policy, in the American Land Title Insurance Loan Policy Extended
          Coverage form, or its equivalent, and in an amount at least equal to
          the purchase price thereof (or, if such property was not purchased or
          such purchase price cannot be determined by the Company, the fair
          market value thereof as determined by the Board of Directors of the
          Company and set forth in an Officers' Certificate delivered to the
          Trustee), in favor of the Trustee insuring that the Lien of the
          Collateral Documents or any additional Collateral Documents
          constitutes a valid and perfected first priority Lien, subject only to
          such Liens as are permitted by this Indenture and the applicable
          Collateral Document, on such real property or leasehold interest in an
          aggregate amount equal to the purchase price or the fair market value,
          as applicable, of the real property or leasehold interest and
          containing such endorsements and other assurances of the type included
          in the title insurance policy delivered to the Trustee on

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          the Issue Date with respect to the real property Collateral, together
          with an Officers' Certificate stating that any Liens or such real
          property or leasehold interest are Liens expressly permitted by this
          Indenture and the applicable Collateral Document;

                          (y) any Opinions of Counsel required pursuant to
          Section 10.02(b) below; and

                          (z) evidence of payment of all filing fees, recording
          and registration charges, transfer taxes and other costs and expenses,
          including reasonable legal fees and disbursements of counsel for the
          Trustee (and any local counsel), that may be incurred to validly and
          effectively subject the After-Acquired Property to the Lien of any
          applicable Collateral Document and perfect such Lien; and

                    (iii) The Company shall deliver to the Trustee an Opinion of
Counsel and an Officers' Certificate to the effect that the documents that have
been or are therewith delivered to the Trustee pursuant to this Section 10.01(b)
(including any amendments, supplements, mortgages or other Collateral Documents
referred to in paragraph (i) above) conform to the requirements of this
Indenture.

               (c)  Each Holder, by accepting a Note, agrees to and shall be
bound by all the terms and provisions of the Intercreditor Agreement and the
other Collateral Documents, including any additional Collateral Documents
described in paragraph (b) of this Section 10.01, as the same may be amended or
supplemented from time to time pursuant to the provisions of the Collateral
Documents (including such additional Collateral Documents) and this Indenture,
and hereby grants the Trustee full power and authority to execute, deliver,
perform and enforce all such Collateral Documents without any consent or other
action by the Holders.

               (d)  If the Trustee holds its Liens in the Collateral through a
collateral agent, then, at the election of the Trustee, all references in this
Indenture and the Collateral Documents to the creation and grant of future Liens
to secure the obligations of the Company and the Subsidiary Guarantors hereunder
shall refer to the creation and grant of future Liens in favor of such
collateral agent for the benefit of the Trustee and the other creditors
participating in such Liens.

Section 10.02  Recording, Registration and Opinions

               (a)  The Company and the Subsidiary Guarantors shall take or
cause to be taken all action required to perfect, maintain, preserve and protect
the Lien on and security interest in the Collateral granted by the Collateral
Documents (subject only to Liens expressly permitted by this Indenture and the
Collateral Documents), including without limitation, the filing of financing
statements, continuation statements and any instruments of further assurance, in
such manner and in such places as may be required by law fully to preserve and
protect the rights of the Holders and the Trustee under this Indenture and the
Collateral Documents to all property comprising the Collateral. The Company and
the Subsidiary Guarantors shall from time to time promptly pay all financing and
continuation statement recording, registration and/or filing fees, charges and
taxes relating to this Indenture and the Collateral Documents, any amendments
thereto and any other instruments of further assurance required hereunder or

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pursuant to the Collateral Documents. The Trustee shall not be responsible
for any failure to so register, file or record.

               (b) The Company and the Subsidiary Guarantors shall furnish to
the Trustee on the Issue Date a customary Opinion of Counsel stating that this
Indenture, the Notes and the Collateral Documents have been duly authorized,
executed and delivered by, and constitute the valid, binding and enforceable
obligations of, the Company and the Subsidiary Guarantors. Such Opinion of
Counsel shall address perfection of the Liens contemplated by this Indenture and
the Collateral Documents and such other issues as the Trustee shall reasonably
request, and such Opinion of Counsel may be subject to customary exceptions. In
addition, the Company shall furnish to the Trustee, promptly after the execution
and delivery of this Indenture, an Opinion of Counsel in compliance with TIA
Section 314(b)(1) either (i) substantially to the effect that, in the opinion of
such counsel, this Indenture and the grant of the Liens on and security
interests in the Collateral intended to be made by the Collateral Documents and
all other instruments of further assurance, including, without limitation,
financing statements, have been properly recorded and filed to the extent
necessary to record or register (as the case may be), and if applicable, to
perfect the Liens on and security interests in the Collateral created by the
Collateral Documents, to the extent that, in the case of perfection of security
interests, a security interest may be perfected by filing under the Uniform
Commercial Code of the applicable jurisdiction, and reciting the details of such
action, and stating that as to the Liens and security interests created pursuant
to the Collateral Documents, such recordings, registrations and filings are the
only recordings, registrations and filings necessary to give notice thereof and
that no re-recordings, re-registrations or refilings are necessary to maintain
such notice (other than as stated in such opinion), or (ii) to the effect that,
in the opinion of such counsel, no such action is necessary to record or
register such Liens or to perfect such security interests. The Company or the
applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of
execution and delivery of any additional Collateral Documents or any amendments
or supplements to existing Collateral Documents, an Opinion of Counsel either
substantially to the effect set forth in clause (i) of the immediately preceding
sentence (but relating only to such additional Collateral Documents or any
amendments or supplements to existing Collateral Documents and the related
After-Acquired Property) or to the effect set forth in clause (ii) thereof, and
to the further effect that such additional Collateral Documents or amendments or
supplements to existing Collateral Documents, as the case may be, (and, if
applicable, such Collateral Documents as amended and supplemented thereby) have
been duly authorized, executed and delivered by, and constitute the valid,
binding and enforceable obligations of the Company or the relevant Subsidiary
Guarantor, as the case may be, subject to customary exceptions.

               (c) The Company or the applicable Subsidiary Guarantor shall
furnish to the Trustee, at the time of execution and delivery of this Indenture,
with respect to each Mortgage and Deed of Trust, (i) a policy of title insurance
(or a commitment to issue such policy) insuring (or committing to insure) the
Lien of such Mortgage and Deed of Trust as a valid first mortgage Lien, subject
only to Liens permitted under this Indenture or such Mortgage and Deed of Trust
on the real property and fixtures described therein which policy (or commitment)
shall (A) be issued by a reputable title company, (B) include such reinsurance
arrangements, if any (with provisions for direct access), as shall be customary
in the same general area and for transactions of this type and size, (C) have
been supplemented by such endorsements as are customary in the same general area
and for transactions of this type and size (and, in the case of any Mortgage and

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Deed of Trust executed after the Issue Date, endorsements substantially
identical to those included in the title policies for the then existing
Mortgages and Deeds of Trust) or, where such endorsements are not available at
commercially reasonable premium costs, opinion letters of reputable architects
or other reputable professionals (including endorsements or opinion letters on
matters relating to contiguity, first loss, and so-called comprehensive coverage
over covenants and restrictions, if available) and (D) contain only such
exceptions to title as shall be Permitted Liens (each, a "Title Policy"), and
(ii) an Officers' Certificate stating that such Title Policies comply with the
requirements of this subsection (c). The aggregate amount of all such Title
Policies shall be not less than the principal amount of the Notes.

               (d) The Company shall furnish to the Trustee on April 15 in each
year, beginning with April 15, 2002, an Opinion of Counsel, dated as of such
date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, registration, filing, re-recording, re-registration and refiling of
this Indenture and all supplemental indentures, financing statements,
continuation statements and other documents as is necessary to maintain the Lien
of the Collateral Documents and reciting with respect to the Liens on and
security interests in the Collateral the details of such action or referring to
prior Opinions of Counsel in which such details are given, and (y) stating that,
based on relevant laws as in effect on the date of such Opinion of Counsel, all
financing statements, continuation statements and other documents have been
executed and filed that are necessary as of such date and during the succeeding
24 months fully to maintain the Liens and security interests of the Holders and
the Trustee hereunder and under the Collateral Documents with respect to the
Collateral; provided that if there is a required filing of a continuation
statement within such 24 month period and such continuation statement is not
effective if filed at the time of the opinion, such opinion may so state and in
that case the Company shall cause a continuation statement to be timely filed so
as to maintain such Liens and security interests and shall provide a further
Opinion of Counsel to the effect of this clause (i) upon the filing of the
relevant continuation statement; or (ii) stating that, in the opinion of such
counsel, no such action is necessary to maintain such Liens or security
interests.

Section 10.03  Release of Collateral

               (a) The Trustee shall not at any time release Collateral from the
Liens created by this Indenture and the Collateral Documents unless such release
is in accordance with the provisions of this Indenture and the Collateral
Documents.

               (b) The Trustee shall release Collateral from the Liens
contemplated by this Indenture and the Collateral Documents if, when and to the
extent required by Section 10.05 hereof. Subsections (a), (b), (c), (d) and (e)
of Section 10.05 each constitutes a separate and independent basis for the
release of Collateral, and upon compliance with any such subsection, Collateral
shall be released as provided therein, without the necessity of compliance with
any other subsection of such Section.

               (c) The release of any Collateral from the Lien of the Collateral
Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is
released pursuant to this Indenture and the Collateral Documents. To the extent
applicable, the Company shall cause TIA Section 314(d) relating to

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the release of property from the Lien of the Collateral Documents and relating
to the substitution therefor of any property to be subjected to the Lien of the
Collateral Documents to be complied with. Any certificate or opinion required by
TIA Section 314(d) may be made by an Officer of the Company, except in cases
where TIA Section 314(d) requires that such certificate or opinion be made by an
independent person, which person shall be an independent engineer, appraiser or
other expert selected or approved by the Trustee in the exercise of reasonable
care.

               (d)  If the Trustee at any time holds Liens in the Collateral
through a collateral agency arrangement (including, without limitation, the
collateral agency established in the Intercreditor Agreement as in effect as of
the Issue Date), unless the Trustee is the collateral agent thereunder, any
reference herein or in any Collateral Document to a release by the Trustee of
its Liens shall be deemed to refer to a release by the Trustee of its beneficial
interest in the Liens held by such collateral agent. Any such release by the
Trustee shall be binding between the Trustee and such collateral agent, but
shall not constitute a release by the collateral agent of such Liens.

Section 10.04  Possession and Use of Collateral

               Subject to and in accordance with the provisions of this
Indenture and the Collateral Documents, so long as the Trustee has not exercised
rights or remedies with respect to the Collateral in connection with an Event of
Default that has occurred and is continuing, the Company and the Subsidiary
Guarantors shall have the right to remain in possession and retain exclusive
control of and to exercise all rights with respect to the Collateral (other than
Trust Monies held by the Trustee, other than monies or U.S. Government
Obligations deposited pursuant to Article 8 or Article 14, and other than as set
forth in the Collateral Documents and this Indenture), to operate, manage,
develop, lease, use, consume and enjoy the Collateral (other than Trust Monies
held by the Trustee, other than monies and U.S. Government Obligations deposited
pursuant to Article 8 or Article 14 and other than as set forth in the
Collateral Documents and this Indenture), to alter or repair any Collateral
consisting of machinery or equipment so long as such alterations and repairs do
not impair the Lien of the Collateral Documents thereon and to collect, receive,
use, invest and dispose of the reversions, remainders, interest, rents, lease
payments, issues, profits, revenues, proceeds and other income thereof.

Section 10.05  Specified Releases of Collateral

               (a)  Satisfaction and Discharge; Defeasance. The Company and the
Subsidiary Guarantors shall be entitled to obtain a full release of all of the
Collateral from the Liens of this Indenture and of the Collateral Documents upon
compliance with the conditions precedent set forth in Article 8 for Legal
Defeasance or Covenant Defeasance or upon compliance with the conditions
precedent set forth in Article 14 for satisfaction and discharge. Upon delivery
by the Company to the Trustee of an Officers' Certificate and an Opinion of
Counsel, each to the effect that such conditions precedent have been complied
with (and which may be the same Officers' Certificate and Opinion of Counsel
required by Article 8 or Article 14, as applicable), together with such
documentation, if any, as may be required by the TIA (including, without
limitation, TIA Section 314(d)) prior to the release of such Collateral, the
Trustee shall forthwith take all necessary action (at the request of and the
expense of the Company) to release and reconvey to the Company and the
applicable Subsidiary Guarantors

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without recourse all of the Collateral, and shall deliver such Collateral in its
possession to the Company and the applicable Subsidiary Guarantors including,
without limitation, the execution and delivery of releases and satisfactions
wherever required.

               (b)  Dispositions of Collateral Permitted by Section 4.08. The
Company and the Subsidiary Guarantors, as the case may be, shall be entitled to
obtain a release of, and the Trustee shall release, items of Collateral (the
"Released Collateral") subject to an Asset Sale upon compliance with the
conditions precedent that the Company shall have delivered to the Trustee the
following:

                    (i)   An order of the Company requesting release of Released
         Collateral (a "Company Order"), such Company Order (A) specifically
         describing the proposed Released Collateral, (B) specifying the fair
         market value of such Released Collateral on a date within 60 days of
         the Company Order (the "Valuation Date"), (C) stating that the
         consideration to be received is at least equal to the fair market value
         of the Released Collateral, (D) stating that the release of such
         Released Collateral will not impair the value of the remaining
         Collateral or interfere with or impede the Trustee's ability to realize
         the value of the remaining Collateral and will not impair the
         maintenance and operation of the remaining Collateral, (E) confirming
         the sale of, or an agreement to sell, such Released Collateral in a
         bona fide sale to a Person that is not an Affiliate of the Company or,
         in the event that such sale is to a Person that is such an Affiliate,
         confirming that such sale is being made in accordance with Section
         4.13, (F) certifying that such Asset Sale complies with the terms and
         conditions of this Indenture, including, without limitation, Section
         4.08 hereof and (G) in the event that there is to be a substitution of
         property for the Collateral subject to the Asset Sale, specifying the
         property intended to be substituted for the Collateral to be disposed
         of;

                    (ii)  An Officers' Certificate certifying that (A) such sale
         covers only the Released Collateral and complies with the terms and
         conditions of this Indenture, including, without limitation, Section
         4.08 hereof, (B) all proceeds from the sale of any of the Released
         Collateral will be deposited in the Collateral Account, and all Net
         Proceeds from the sale of any of the Released Collateral will be
         applied pursuant to Section 4.08, (C) there is not and will not be a
         Default or Event of Default in effect or continuing on the date
         thereof, the Valuation Date or the date of such Asset Sale, (D) the
         release of the Collateral will not result in a Default or Event of
         Default hereunder and (E) all conditions precedent to such release have
         been complied with;

                    (iii) All documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         of Collateral by the Trustee, and, in the event there is to be a
         substitution of property for the Collateral subject to the Asset Sale,
         all documentation required by the TIA to effect the substitution of
         such new Collateral and to subject such new Collateral to the Lien of
         the relevant Collateral Documents, and all documents required by
         Section 10.01 hereof; and

                    (iv)  An Opinion of Counsel stating that the documents that
         have been or are therewith delivered to the Trustee in connection with
         such release conform to the

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         requirements of this Indenture and that all conditions precedent herein
         provided for relating to such release have been complied with.

               Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company or the applicable Subsidiary Guarantor the Released Collateral without
recourse by executing a release in the form provided by the Company or the
applicable Subsidiary Guarantor.

               (c)  Releases of Collateral Pursuant to the Intercreditor
Agreement. The Company and the Subsidiary Guarantors, as the case may be, shall
be entitled to obtain a release of, and the Trustee shall release, items of
Collateral when, if and to the extent the Trustee is required to do so pursuant
to the terms of the Intercreditor Agreement.

               (d)  Eminent Domain, Expropriation and Other Governmental
Takings. The Company and the Subsidiary Guarantors, as the case may be, shall be
entitled to obtain a release of, and the Trustee shall release, items of
Collateral taken by eminent domain or expropriation or sold pursuant to the
exercise by the United States of America or any State, municipality, province or
other governmental authority thereof of any right which it may then have to
purchase, or to designate a purchaser or to order a sale of, all or any part of
the Collateral, upon compliance with the conditions precedent that the Company
shall have delivered to the Trustee the following:

                    (i)   An Officers' Certificate of the Company certifying
that (A) such Collateral has been taken by eminent domain or expropriation and
the amount of the award therefor, or that such property has been sold pursuant
to a right vested in the United States of America, or a State, municipality,
province or other governmental authority thereof to purchase, or to designate a
purchaser, or order a sale of such Collateral and the amount of the proceeds of
such sale, and (B) all conditions precedent to such release have been complied
with;

                    (ii)  Cash equal to the amount of the award for such
property or the proceeds of such sale, shall be deposited with the Trustee in
the Collateral Account and held as Trust Monies subject to the disposition
thereof pursuant to Article 11 hereof; and

                    (iii) All documentation required by the TIA (including,
without limitation, TIA Section 314(d)), if any, prior to the release of
Collateral by the Trustee.

               Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company or the applicable Subsidiary Guarantor without recourse the
aforementioned items of Collateral by executing a release in the form provided
by the Company or the applicable Subsidiary Guarantor.


               (e)  Released Property. So long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the Company
(acting on behalf of itself or any Subsidiary Guarantor) shall be entitled to
obtain a release of, and the Trustee shall release, Collateral (other than Trust
Monies and other than monies and U.S. Government Obligations deposited pursuant
to Article 8 or Article 14) specified by the Company ("Released Property")
provided (i) the fair market value of the Released Property in any single
transaction, or series of

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related transactions, shall not exceed $100,000, and (ii) prior to granting such
release, the Company shall provide the Trustee with the following:

                    (i)   A Company Order requesting release of Released
         Property, such Company Order (A) specifically describing the proposed
         Released Property, (B) specifying the fair market value of such
         Released Property on a date within 60 days of the Company Order, (C)
         stating that the release of such Released Property will not interfere
         with or impede the Trustee's ability to realize the value of the
         remaining Collateral and will not impair the maintenance and operation
         of the remaining Collateral and (D) stating that the fair market value
         of such Released Property does not exceed $100,000;

                    (ii)  An Officers' Certificate certifying that no Default or
         Event of Default has occurred and is continuing or will occur as a
         result of the release of the Released Property, and all conditions
         precedent to such release have been complied with; and

                    (iii) All documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         of the Released Property by the Trustee.

               Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company without recourse the aforementioned items of Collateral by executing a
release in the form provided by the Company.

Section 10.06  Disposition of Collateral Without Release

               Notwithstanding the provisions of Section 10.05 and subject to
Sections 10.07 and 13.01 below, so long as no Default or Event of Default shall
have occurred and be continuing or would result therefrom, the Company and the
Subsidiary Guarantors may, without any prior release or consent by the Trustee,
conduct ordinary course activities in respect of the Collateral which do not
individually or in the aggregate adversely affect the value of the Collateral,
including (A) selling or otherwise disposing of, in any single transaction or
series of related transactions, any property subject to the Lien of this
Indenture or the Collateral Documents which has become worn out or obsolete and
which either has an aggregate fair market value of $100,000 or less or which is
replaced by property of substantially equivalent or greater value which becomes
subject to the Lien of the Collateral Documents as After-Acquired Property; (B)
abandoning, terminating, cancelling, releasing or making alterations in or
substitutions of any leases or contracts subject to the Lien of this Indenture
or any of the Collateral Documents; (C) surrendering or modifying any franchise,
license or permit subject to the Lien of this Indenture or any of the Collateral
Documents which it may own or under which it may be operating; (D) altering,
repairing, replacing, changing the location or position of and adding to its
structures, machinery, systems, equipment, fixtures, and appurtenances,
provided, however, that no change in the location of any such Collateral subject
to the Lien of any of the Collateral Documents shall be made which (1) removes
such property into a jurisdiction in which any instrument required by law to
preserve the Lien of any of the Collateral Documents on such property, including
all necessary financing statements and continuation statements, has not been

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recorded, registered or filed in the manner required by law to preserve the Lien
of and security interest in any of the Collateral Documents on such property,
(2) does not comply with the terms of this Indenture and the Collateral
Documents or (3) otherwise impairs the Lien of the Collateral Documents; (E)
demolishing, dismantling, tearing down or scrapping any Collateral or abandoning
any thereof if, in the good faith opinion of the Board of Directors of the
Company (as evidenced by a Board Resolution delivered to the Trustee if it
involves Collateral having a fair market value in excess of $100,000) such
demolition, dismantling, tearing down, scrapping or abandonment is in the best
interests of the Company, will not interfere with or impede the Trustee's
ability to realize the value of the remaining Collateral and will not impair the
maintenance and operation of the remaining Collateral, and the fair market value
and utility of the Collateral as an entirety, and the security for the Notes,
will not thereby be otherwise impaired; (F) granting a nonexclusive license of
any intellectual property; and (G) abandoning intellectual property which has
become obsolete and not used in the business of the Company or its Subsidiaries.

Section 10.07  Form and Sufficiency of Release

               In the event that the Company or any Subsidiary Guarantor has
sold, exchanged, or otherwise disposed of or proposes to sell, exchange or
otherwise dispose of any portion of the Collateral that under the provisions of
Section 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the
Company or any Subsidiary Guarantor, and the Company or such Subsidiary
Guarantor requests the Trustee to furnish a written disclaimer, release or
quitclaim of any interest in such property under this Indenture, the applicable
Subsidiary Guarantee of the Notes and the Collateral Documents, upon being
satisfied that the Company or such Subsidiary Guarantor is selling, exchanging
or otherwise disposing of the Collateral in accordance with the provisions of
Section 10.05 or 10.06 (which may include receipt of an Officers' Certificate
and Opinion of Counsel upon the request of the Trustee), the Trustee shall
execute, acknowledge and deliver to the Company or such Subsidiary Guarantor
such an instrument in the form provided by the Company, and providing for
release without recourse, promptly after satisfaction of the conditions set
forth herein for delivery of any such release and shall take such other action
as the Company or such Subsidiary Guarantor may reasonably request and is
necessary to effect such release. Notwithstanding the preceding sentence, all
purchasers and grantees of any property or rights purporting to be released
shall be entitled to rely upon any release executed by the Trustee hereunder as
sufficient for the purpose of this Indenture and as constituting a good and
valid release of the property therein described from the Lien of this Indenture
and of the Collateral Documents.

Section 10.08  Purchaser Protected

               No purchaser or grantee of any property or rights purporting to
be released shall be bound to ascertain the authority of the Trustee to execute
the release or to inquire as to the existence of any conditions herein
prescribed for the exercise of such authority.

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Section 10.09  Authorization of Actions To Be Taken by the Trustee
               Under the Collateral Documents

               Subject to the provisions of the Collateral Documents:

               (a)  the Trustee may, in its sole discretion and without the
consent of the Holders, take all actions it deems necessary or appropriate in
order to (i) comply with, enforce and perform, from time to time, any of the
terms of the Intercreditor Agreement and the other Collateral Documents and (ii)
collect and receive any and all amounts payable in respect of the Obligations of
the Company and the Subsidiary Guarantors hereunder and under the Collateral
Documents; and

               (b)  the Trustee shall have power to institute and to maintain
such suits and proceedings as it may deem expedient to prevent any impairment of
the Collateral by any act that may be unlawful or in violation of the Collateral
Documents or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral (including the power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest thereunder or be prejudicial to
the interests of the Holders or of the Trustee).

Section 10.10  Authorization of Receipt of Funds by the Trustee Under the
               Collateral Documents

               The Trustee is authorized to receive any funds for the benefit of
Holders distributed under the Collateral Documents, to apply such funds as
provided in this Indenture and the Collateral Documents, and to make further
distributions of such funds to the Holders in accordance with the provisions of
Article 11 and the other provisions of this Indenture.

                                   ARTICLE 11
                           APPLICATION OF TRUST MONIES

Section 11.01  Collateral Account

               On or before the Issue Date there shall be established and, at
all times hereafter until this Indenture shall have terminated, there shall be
maintained with the Trustee the Collateral Account. The Collateral Account shall
be established and maintained by the Trustee at its Corporate Trust Office. All
Trust Monies which are received by the Trustee shall be deposited in the
Collateral Account and thereafter shall be held by and under the sole dominion
and control of the Trustee for the benefit of the Holders as a part of the
Collateral and, upon any entry upon or sale or other disposition of the
Collateral or any part thereof pursuant to any of the Collateral Documents, said
Trust Monies shall be applied in accordance with Section 4.08; but prior to any
such entry, sale or other disposition, all or any part of the Trust Monies may
be withdrawn, and shall be released, paid or applied by the Trustee in
accordance with the terms of this Article.

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Section 11.02 Withdrawal of Insurance Proceeds and Condemnation Awards

              To the extent that any Trust Monies consist of either (a)
Net Insurance Proceeds or (b) Net Awards, such Trust Monies, to the extent
consistent with the Intercreditor Agreement, may be withdrawn by the Company and
shall be paid by the Trustee upon a Company Request delivered to the Trustee to
reimburse the Company or the applicable Subsidiary Guarantor for expenditures
made, or to pay costs incurred, by the Company or such Subsidiary Guarantor in
connection with the repair, rebuilding or replacement of the Collateral
destroyed, damaged or taken, upon receipt by the Trustee of the following:

              (a)    An Officers' Certificate, dated not more then 30 days prior
to the date of the application for the withdrawal and payment of such Trust
Monies setting forth:

                     (i)    that expenditures have been made, or costs incurred

by the Company or such Subsidiary Guarantor, as the case may be, in a specified
amount in connection with certain repairs, rebuildings and replacements of the
Collateral, which shall be briefly described, and stating the fair market value
thereof to the Company or such Subsidiary Guarantor at the date of the
acquisition thereof by the Company or such Subsidiary Guarantor;

                     (ii)   that no part of such expenditures or costs has been
or is being made the basis for the withdrawal of any Trust Monies in any
previous or then pending application pursuant to this Section 11.02;

                     (iii)  that no part of such expenditures or costs has been
paid out of either the proceeds of insurance upon any part of the Collateral not
required to be paid to the Trustee under the Collateral Documents or any award
for or the proceeds from any of the Collateral being taken not required to be
paid to the Trustee under Section 10.05(d), as the case may be;

                     (iv)   that there is no outstanding Indebtedness, other
than costs for which payment is being requested, known to the Company, after due
inquiry, for the purchase price or construction of such repairs, rebuildings or
replacements, or for labor, wages, materials or supplies in connection with the
making thereof, which, if unpaid, might become the subject of a vendor's,
mechanics', laborers', materialmen's, statutory or other similar Lien upon any
such repairs, rebuildings or replacement, which Lien might, in the opinion of
the signers of such Officers' Certificate, materially impair the security
afforded by such repairs, rebuildings or replacements;

                     (v)    that the property to be repaired, rebuilt or
replaced is necessary or desirable in the conduct of the Company's or such
Subsidiary Guarantor's business;

                     (vi)   that the Company or such Subsidiary Guarantor has
title to such repairs, rebuildings and replacements that is substantially
similar to its title to the property destroyed, damaged or taken and that any
Liens upon such repairs, rebuildings and replacements are expressly permitted by
this Indenture and the applicable Collateral Documents;

                     (vii)  that no Default or Event of Default shall have
occurred and be continuing; and

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                     (viii) that all conditions precedent herein provided for
relating to such withdrawal and payment have been complied with.

              (b)    All documentation required under the TIA (including,
without limitation, TIA Section 314(d));

              (c)    All documentation necessary to subject such repairs,
rebuildings or replacements to a valid first priority Lien and security interest
in favor of the Trustee (or, in the case of property subject to a Mortgage and
Deed of Trust, the Trustee or another trustee under such Mortgage and Deed of
Trust) for the benefit of the Holders pursuant to the Collateral Documents,
including, without limitation, all instruments, agreements, certificates,
Opinions of Counsel and documents required by Section 10.01; and

              (d)    An Opinion of Counsel complying with Section 10.02 hereof
and, in addition, substantially stating:

                     (i)    that the instruments that have been or are therewith
delivered to the Trustee conform to the requirements of this Indenture and the
other Collateral Documents, and that, upon the basis of such Company Order and
the accompanying documents specified in this Section 11.02, all conditions
precedent herein provided for relating to such withdrawal and payment have been
complied with, and the Trust Monies whose withdrawal is then requested may be
paid over under this Section 11.02;

                     (ii)   that the relevant Collateral Documents create a
valid, binding and enforceable Lien on and security interest in such repairs,
rebuildings and replacements in favor of the Trustee in favor of the Holders
and, to the extent that a security interest in any such property may be
perfected under the relevant Uniform Commercial Code, a perfected security
interest in such property; and

                     (iii)  that all the Company's or such Subsidiary
Guarantor's right, title and interest in and to said repairs, rebuilding or
replacements, or combination thereof are then subject to the Lien of this
Indenture and the relevant Collateral Documents.

              Upon compliance with the foregoing provisions of this Section
11.02 and Section 11.01, the Trustee shall, upon receipt of a Company Order, pay
an amount of Trust Monies of the character aforesaid equal to the amount of the
expenditures or costs stated in the Officers' Certificate required by clause (i)
of paragraph (a) of this Section 11.02, or the fair market value to the Company
or the applicable Subsidiary Guarantor of such repairs, rebuildings and
replacements stated in such Officers' Certificate (or in an Independent
Appraiser's or Independent Financial Advisor's certificate, if required by the
TIA), whichever is less; provided, however, that notwithstanding the above, so
long as no Default or Event of Default shall have occurred and be continuing, in
the event that any Net Insurance Proceeds or Net Awards for such property or
proceeds of such sale do not exceed $25,000 and, in the good faith estimate of
the Company, such destruction or damage resulting in such Net Insurance Proceeds
or such taking or sale resulting in such Net Awards does not detrimentally
affect the value or use of the applicable Collateral in any material respect,
upon delivery to the Trustee of an Officers' Certificate to such effect and
compliance with Section 10.01, the Trustee shall release to the Company or the

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applicable Subsidiary Guarantor such Net Insurance Proceeds or Net Awards for
such property or proceeds of such sale, free of the Lien hereof and of the
Collateral Documents.

Section 11.03 Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer

              To the extent that any Trust Monies consist of proceeds of
Collateral received by the Trustee pursuant to the provisions of Section 4.08
hereof and an Asset Sale Offer has been made in accordance therewith, such Trust
Monies may be withdrawn by the Company and shall be paid by the Trustee to the
Paying Agent for application in accordance with Section 4.08 upon a Company
Order to the Trustee and upon receipt by the Trustee of the following:

              (a)    An Officers' Certificate, dated not more than five days
prior to the Asset Sale Purchase Date stating:

                     (i)    that no Default or Event of Default shall have
occurred and be continuing;

                     (ii)   (x) that such Trust Monies constitute proceeds of
Collateral, (y) that pursuant to and in accordance with Section 4.08, the
Company has made an Asset Sale Offer and (z) the Available Amount to be applied
to the repurchase of the Notes pursuant to the Asset Sale Offer;

                     (iii)  the Asset Sale Purchase Date; and

                     (iv)   that all conditions precedent and covenants herein
provided for relating to such application of Trust Monies have been complied
with;

              (b)    All documentation, if any, required under TIA Section
314(d); and

              Upon compliance with the foregoing provisions of this Section
11.03, the Trustee shall apply the Trust Monies as directed and specified by
such Company Order, subject to Section 4.08.

Section 11.04 Withdrawal of Trust Monies for Investment in Replacement Assets

              In the event the Company intends to reinvest proceeds of an Asset
Sale in Replacement Assets (the "Released Trust Monies"), such proceeds
constituting Trust Monies may be withdrawn by the Company and shall be paid by
the Trustee to the Company upon a Company Order to the Trustee and upon receipt
by the Trustee of the following:

              (a)    a notice signed by the Company, which shall (i) refer to
this Section 11.04, (ii) contain all documents referred to below, (iii) describe
with particularity the Released Trust Monies, (iv) describe with particularity
the Replacement Assets to be invested in with respect to the Released Trust
Monies and (v) be accompanied by a counterpart of the instruments proposed to
give effect to the release fully executed and acknowledged (if applicable) by
all parties thereto other than the Trustee;

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              (b)    An Officers' Certificate certifying that (i) such Trust
Monies constitute Net Proceeds, (ii) the release of the Released Trust Monies
complies with the terms and conditions of this Indenture, (iii) there is no
Default or Event of Default in effect or continuing on the date thereof, (iv)
the release of the Released Trust Monies will not result in a Default or Event
of Default hereunder and (v) all conditions precedent to such release have been
complied with;

              (c)    All documentation required under the TIA (including,
without limitation, TIA Section 314(d));


              (d)    All documentation necessary to subject such Replacement
Assets to a valid first priority Lien and security interest (subject only to
Liens expressly permitted by this Indenture or the relevant Collateral
Documents) in favor of the Trustee for the benefit of the Holders pursuant to
the Collateral Documents, including, without limitation, all instruments,
agreements, Opinions of Counsel, certificates and other documents required by
Section 10.01; and

              (e)    An Opinion of Counsel stating:

                     (i)    that the documents that have been or are therewith
delivered to the Trustee in connection with an investment in Replacement Assets
conform to the requirements of this Indenture and that all conditions precedent
herein provided for relating to such application of Trust Monies have been
complied with; and

                     (ii)   to the extent that such Replacement Assets were
acquired with proceeds, the relevant Collateral Documents create a valid,
binding and enforceable Lien on and security interest in such Replacement Assets
in favor of the Trustee for the benefit of the Holders and, to the extent that a
security interest in any such Replacement Assets may be perfected under the
relevant Uniform Commercial Code, a perfected security interest in such
property.

              Upon compliance with the foregoing provisions, the Trustee shall
apply the Released Trust Monies as directed and specified by the Company.

Section 11.05 Investment of Trust Monies

              So long as no Default or Event of Default shall have occurred and
is continuing, all or any part of any Trust Monies held by the Trustee shall
from time to time be invested or reinvested by the Trustee in any Cash
Equivalents pursuant to a Company Order, which shall specify the Cash
Equivalents in which such Trust Monies shall be invested and shall certify that
such investments constitute Cash Equivalents and the Trustee shall sell any such
Cash Equivalent only upon receipt of a Company Order specifying the particular
Cash Equivalent to be sold. So long as no Default or Event of Default occurs and
is continuing, any interest or dividends accrued, earned or paid on such Cash
Equivalents (in excess of any accrued interest or dividends paid at the time of
purchase) that may be received by the Trustee shall be forthwith paid to the
Company. Such Cash Equivalents shall be held by the Trustee as a part of the
Collateral, subject to the same provisions hereof as the cash used by it to
purchase such Cash Equivalents.

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              The Trustee shall not be liable or responsible for any loss
resulting from such investments or sales except only for its own negligent
action, its own negligent failure to act or its own willful misconduct in
complying with this Section 11.05.

                                   ARTICLE 12
                              SUBSIDIARY GUARANTEES

Section 12.01 Subsidiary Guarantees

              Subject to the provisions of this Article 12, each Subsidiary
Guarantor (including, without limitation, each Subsidiary Guarantor that becomes
a party to this Indenture after the Issue Date by execution and delivery of a
supplemental indenture), jointly and severally, hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
(including, without limitation, all Additional Notes) and to the Trustee and its
successors and assigns, that: (a) the principal of, and premium, if any, and
interest on the Notes shall be duly and punctually paid in full when due,
whether at maturity, by acceleration or otherwise, and interest on overdue
principal, and premium, if any, and (to the extent permitted by law) interest on
any interest, if any, on the Notes and all other obligations of the Company to
the Holders or the Trustee hereunder or under the Notes (including fees,
expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same shall
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise (collectively, the "Guarantee Obligations"). Failing payment when due
of any Guarantee Obligation or failing performance of any other obligation of
the Company to the Holders, for whatever reason, each Subsidiary Guarantor shall
be obligated to pay, or to perform or to cause the performance of, the same
immediately. An Event of Default under this Indenture or the Notes shall
constitute an event of default under this Subsidiary Guarantee, and shall
entitle the Trustee or the Holders of Notes to accelerate the Guarantee
Obligations of each Subsidiary Guarantor hereunder in the same manner and to the
same extent as the Obligations of the Company. Each Subsidiary Guarantor hereby
agrees that its Guarantee Obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any thereof, the entry 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 guarantor. Each Subsidiary Guarantor hereby waives and
relinquishes: (a) any right to require the Trustee, the Holders or the Company
(each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or
any other Person or to proceed against or exhaust any security held by a
Benefitted Party at any time or to pursue any other remedy in any secured
party's power before proceeding against the Subsidiary Guarantors; (b) any
defense that may arise by reason of the incapacity, lack of authority, death or
disability of any other Person or Persons or the failure of a Benefitted Party
to file or enforce a claim against the estate (in administration, bankruptcy or
any other proceeding) of any other Person or Persons; (c) demand, protest and
notice of any kind (except as expressly required by this Indenture), including
but not limited to notice of the existence, creation or incurring of any new or
additional Indebtedness or obligation or of any action or non-action on the part
of the Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted
Party, any creditor of the Subsidiary Guarantors, the Company

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or the Subsidiaries or on the part of any other Person whomsoever in connection
with any obligations the performance of which are hereby guaranteed; (d) any
defense based upon an election of remedies by a Benefitted Party, including but
not limited to an election to proceed against the Subsidiary Guarantors for
reimbursement; (e) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (f) any defense
arising because of a Benefitted Party's election, in any proceeding instituted
under the Bankruptcy Law, of the application of Section 1111(b)(2) of the
Bankruptcy Code; and (g) any defense based on any borrowing or grant of a
security interest under Section 364 of the Bankruptcy Code. The Subsidiary
Guarantors hereby covenant that the Subsidiary Guarantees shall not be
discharged except by payment in full of all Guarantee Obligations, including the
principal, premium, if any, and interest on the Notes and all other costs
provided for under this Indenture, the Collateral Documents or as provided in
Section 8.01.

                  If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or the Subsidiary Guarantors, or any
trustee or similar official acting in relation to either the Company or the
Subsidiary Guarantors, any amount paid by the Company or the Subsidiary
Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each of the Subsidiary Guarantors agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guarantee
Obligations hereby until payment in full of all such obligations. Each
Subsidiary Guarantor agrees that, as between it, on the one hand, and the
Holders of Notes and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes hereof, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guarantee
Obligations, and (y) in the event of any acceleration of such obligations as
provided in Article 6 hereof, such Guarantee Obligations (whether or not due and
payable) shall forthwith become due and payable by such Subsidiary Guarantor for
the purpose of the Subsidiary Guarantee.

Section 12.02     Execution and Delivery of Subsidiary Guarantees

                  This Indenture or a supplemental indenture in the form
attached hereto as Exhibit B shall be executed on behalf of each Subsidiary
                   ---------
Guarantor by the Chairman of the Board, any Vice Chairman, the President or one
of the Vice Presidents of such Subsidiary Guarantor. A notation of Subsidiary
Guarantee may, but need not, be placed on each Note. Any such notation may, but
need not, be executed by one or more Subsidiary Guarantors.

                  Each of the Subsidiary Guarantors agrees that the Subsidiary
Guarantees set forth in this Article 12 and in any supplemental indentures will
remain in full force and effect and apply to all the Notes notwithstanding any
failure to endorse on each Note a notation of the Subsidiary Guarantees, and
notwithstanding any failure of any Subsidiary Guarantor to execute such
notation.

                  If an Officer whose facsimile signature is on a Note no longer
holds that office at the time the Trustee authenticates the Note on which the
Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid
nevertheless.

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                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantees set forth in this Indenture and in any supplemental
indentures on behalf of the Subsidiary Guarantors, notwithstanding any failure
to endorse a notation of such Subsidiary Guarantees on such Note, and
notwithstanding any failure of any Subsidiary Guarantor to execute such
notation.

Section 12.03     Subsidiary Guarantors May Consolidate, etc., on Certain Terms

                  (a) Nothing contained in this Indenture or in the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into the
Company or another Subsidiary Guarantor, or shall prevent the transfer of all or
substantially all of the assets of a Subsidiary Guarantor to the Company or
another Subsidiary Guarantor. Upon any such consolidation, merger, transfer or
sale, the Subsidiary Guarantee of such transferor Subsidiary Guarantor shall no
longer have any force or effect.

                  (b) Subject to the provisions of Section 12.04, each
Subsidiary Guarantor shall not, in a single transaction or series of related
transactions, consolidate or merge with or into (whether or not such Subsidiary
Guarantor is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person other than the
Company or another Subsidiary Guarantor unless (i) the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made (the "Surviving Entity")
assumes all the Guarantee Obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee; (ii) immediately after such
transaction no Default or Event of Default exists; (iii) the Surviving Entity
(A) shall have Consolidated Net Worth immediately after the transaction equal to
or greater than the Consolidated Net Worth of such Subsidiary Guarantor
immediately preceding the transaction and (B) the Company shall, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter period,
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.10; (iv) the Surviving Entity causes such amendments, supplements or other
instruments to be filed and recorded in such jurisdictions as may be required by
applicable law to preserve and protect the Lien of the Collateral Documents in
the Collateral owned by or transferred to the Surviving Entity, together with
such financing statements as may be required by applicable law to preserve and
protect the Lien of the Collateral Documents in the Collateral owned by or
transferred to the Surviving Entity, together with such financing statements as
may be required to perfect any security interests in such Collateral which may
be perfected by the filing of a financing statement under the Uniform Commercial
Code of the relevant states; (v) the Collateral owned by or transferred to the
Surviving Entity shall (1) continue to constitute Collateral under the Indenture
and the Collateral Documents, (2) shall be subject to the Lien in favor of the
Trustee for the benefit of the holders of the Notes and (3) shall not be subject
to any Lien other than Collateral Permitted Liens; (vi) the property and assets
of the Person which is merged or consolidated with or into the Surviving Entity,
to the extent that they are property and assets of types which would constitute
Collateral under the Collateral Documents, shall be treated as After-Acquired
Property and the Surviving Entity shall take such actions as may be necessary to
cause such property and

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assets to be made subject to the Lien of the Collateral Documents in the manner
and to the extent required in the Indenture; and (vii) such Subsidiary Guarantor
shall have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel addressed to the Trustee, each stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or disposition and such
supplemental indenture, if any, comply with this Indenture and that such
supplemental indenture, and this Indenture as supplemented thereby, are
enforceable. In case of any such consolidation, merger or transfer of assets and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantees of the Notes and the due and punctual performance
of all of the covenants and conditions of this Indenture to be performed by such
Subsidiary Guarantor, such successor corporation shall succeed to and be
substituted for such Subsidiary Guarantor with the same effect as if it had been
named herein as a Subsidiary Guarantor. Such successor corporation thereupon may
cause to be signed any or all of the notations of Subsidiary Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Subsidiary
Guarantees issued after the Issue Date shall in all respects have the same legal
rank and benefit under this Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though
all of such Subsidiary Guarantees had been issued at the Issue Date.

                  (c) The Trustee, subject to the provisions of Section 12.04
hereof, shall be entitled to receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption of Guarantee Obligations, comply with the
provisions of this Section 12.03. Such Officers' Certificate and Opinion of
Counsel shall comply with the provisions of Section 13.05.

Section 12.04     Releases Following Sale of Assets

                  Notwithstanding Section 12.03 hereof, in the event of a sale
or other disposition of all or substantially all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all (or substantially all) of the Capital Stock of any Subsidiary
Guarantor, which sale or other disposition otherwise complies with the other
terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale
or other disposition, by way of such a merger, consolidation or otherwise, of
all or substantially all of the Capital Stock of such Subsidiary Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Subsidiary
Guarantor) shall be released from and relieved of any Guarantee Obligations
under its Subsidiary Guarantee; provided that the Net Proceeds from such sale or
other disposition are treated in accordance with the provisions of Section 4.08
hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate
and Opinion of Counsel, to the effect that such sale or other disposition was
made by the Company in accordance with the provisions of this Indenture,
including without limitation Section 4.08 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any such
Subsidiary Guarantor from its Guarantee Obligations under its Subsidiary
Guarantee. Any Subsidiary Guarantor not released from its Guarantee Obligations
under its Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other Obligations of any
Subsidiary Guarantor under this Indenture as provided in this Article 12.

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Section 12.05     Limitation of Subsidiary Guarantor's Liability

                  Each Subsidiary Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the
Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the
Holders and such Subsidiary Guarantor hereby irrevocably agree that the
Guarantee Obligations of such Subsidiary Guarantor under this Article 12 shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the Guarantee Obligations of such other
Subsidiary Guarantor under this Article 12, result in the Guarantee Obligations
of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary
Guarantor not constituting a fraudulent transfer or conveyance.

Section 12.06     Application of Certain Terms and Provisions to the Subsidiary
                  Guarantors

                  (a) For purposes of any provision of this Indenture which
provides for the delivery by any Subsidiary Guarantor of an Officers'
Certificate and/or an Opinion of Counsel, the definitions of such terms in
Section 1.01 shall apply to such Subsidiary Guarantor as if references therein
to the Company were references to such Subsidiary Guarantor.

                  (b) Any request, direction, order or demand which by any
provision of this Indenture is to be made by any Subsidiary Guarantor, shall be
sufficient if evidenced as described in Section 13.02 as if references therein
to the Company were references to such Subsidiary Guarantor.

                  (c) Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Notes to or on any Subsidiary Guarantor may be given or served as
described in Section 13.02 as if references therein to the Company were
references to such Subsidiary Guarantor.

                  (d) Upon any demand, request or application by any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, such
Subsidiary Guarantor shall furnish to the Trustee such certificates and opinions
as are required in Section 7.02 and 13.04 hereof as if all references therein to
the Company were references to such Subsidiary Guarantor.

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01     Trust Indenture Act Controls

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

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Section 13.02     Notices

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company:

                           RBX Corporation
                           5221 Valley Park Drive
                           Roanoke, VA 24019
                           Attention:  Chief Financial Officer
                           Telephone No.:  (703) 561-6012
                           Telecopier No.: (703) 561-6033

                  If to the Trustee:

                           State Street Bank and Trust Company
                           225 Asylum Street
                           Goodwin Square
                           Hartford, Connecticut 06103
                           Telephone No.:  (860) 244-1820
                           Telecopier No.: (860) 244-1889
                           Attention: Corporate Trust Group

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

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

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

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

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

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Section 13.03     Communication by Holders of Notes with Other Holders of Notes

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 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 any action under this Indenture, the Company shall furnish to the
Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

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 a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

                      (b) 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;

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

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

Section 13.06 Rules by Trustee and Agents

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

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                  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), any such record date shall be the record date specified in or pursuant
to such Board Resolution, which shall be a date not more than 30 days prior to
the first solicitation of Holders generally in connection therewith and no later
than the date of such solicitation is completed.

                  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Notes then
outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for this
purpose the Notes then outstanding shall be computed as of such record date;
provided that no such request, demand, authorization, direction, notice,
consent, waiver or other act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

Section 13.07     No Personal Liability of Directors, Officers, Employees and
Stockholders

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

Section 13.08     Governing Law

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

Section 13.09     No Adverse Interpretation of Other Agreements

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

Section 13.10     Successors

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

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Section 13.11     Severability

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

Section 13.12     Counterpart Originals

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

Section 13.13     Table of Contents, Headings, etc.

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

Section 13.14     Intercreditor Agreement

                  Notwithstanding anything to the contrary contained herein (but
subject to Section 13.01 hereof), all of the provisions of Articles 10 and 11
are subject to the Intercreditor Agreement.

                                   ARTICLE 14
                           SATISFACTION AND DISCHARGE

Section 14.01     Satisfaction and Discharge of Indenture

                  This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder (other than (1) the Company's
obligations with respect to outstanding Notes under Article 2 and Section 4.02
hereof, (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith, and (3) this
Article 14), when

                        (i)     either:

                                (A)     all Notes that have been authenticated
        (except lost, stolen or destroyed Notes that have been replaced or paid
        and Notes for whose payment money has theretofore been deposited in
        trust and thereafter repaid to the Company) have been delivered to the
        Trustee for cancellation; or

                                (B)     all Notes that have not been delivered
        to the Trustee for cancellation have become due and payable by reason of
        the making of a notice of redemption or otherwise and the Company has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest,

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         to pay and discharge the entire indebtedness on the Notes not delivered
         to the Trustee for cancellation for principal, premium, if any, and
         accrued interest to the date of maturity or redemption;

                        (ii)  as to Section 14.01(i)(B) only, no Default or
Event of Default shall have occurred and be continuing on the date of the
deposit or shall occur as a result of the deposit (other than Defaults and
Events of Default related to or arising out of incurrences of Indebtedness and
Liens and customary documentation related thereto) and the deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Subsidiary Guarantor is a party or by
which the Company or any Subsidiary Guarantor is bound;

                        (iii) the Company has paid or caused to be paid all
other sums payable by it under this Indenture; and

                        (iv)  the Company has delivered irrevocable instructions
to the Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee, each stating that all conditions
precedent to satisfaction and discharge have been satisfied.

Section 14.02     Application of Trust Money

                  Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 14.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any), and interest
for whose payment such money has been deposited with the Trustee.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 14.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no such deposit had occurred pursuant to
Section 14.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                         [Signatures on following pages]

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                                   SIGNATURES

Dated as of August 27, 2001        RBX CORPORATION

                                   By:    /s/Thomas W. Tomlinson
                                          --------------------------------------
                                   Name:  Thomas W. Tomlinson
                                          --------------------------------------
                                   Title: Vice President of Finance
                                          --------------------------------------

                                   RBX INDUSTRIES, INC.

                                   By:    /s/ Thomas W. Tomlinson
                                          --------------------------------------
                                   Name:  Thomas W. Tomlinson
                                          --------------------------------------
                                   Title: Vice President of Finance
                                          --------------------------------------

                                   STATE STREET BANK AND TRUST COMPANY

                                   By:    /s/ signature illegible
                                          --------------------------------------
                                          Authorized Signatory

                                      S-1