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                                                                  Exhibit 4.1
                                                                  EXECUTION COPY




                                NORTEK, INC.,

                                    Company,

                                       and

                     STATE STREET BANK AND TRUST COMPANY,

                                     Trustee

                                    INDENTURE

                            Dated as of June 12, 2001

                              Series A and Series B

              9-7/8% Senior Subordinated Notes due June 15, 2011
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            INDENTURE, dated as of June 12, 2001, between Nortek, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company, a
Massachusetts banking corporation (the "Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's 9-7/8% Series
A Senior Subordinated Notes due June 15, 2011 (the "Series A Notes") and the
9-7/8% Series B Senior Subordinated Notes due June 15, 2011 (the "Series B
Notes"):

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.01 Definitions.


            "Acquired Indebtedness" means, with respect to any Person,
Indebtedness of such Person (i) assumed in connection with an acquisition of
assets or properties from such Person or (ii) existing at the time such Person
becomes a Restricted Subsidiary of any other Person provided such Person was not
immediately prior thereto an Unrestricted Subsidiary (in each case other than
any Indebtedness incurred in connection with, or in contemplation of, such
acquisition or such Person becoming such a Restricted Subsidiary).

            "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. A Person shall be deemed to "control"
(including the correlative meanings, the terms "controlling", "controlled by"
and "under common control with") another Person if the controlling Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of voting securities, by agreement or otherwise.

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

            "Allowable Subsidiary Loans" means Indebtedness of the Company to a
Restricted Subsidiary of the Company not to exceed the Net Cash Proceeds
received by the Company as a result of such Restricted Subsidiary becoming less
than a Wholly-Owned Subsidiary through the sale of Equity Interests in
compliance with the terms of this Indenture, provided that (i) all such
Allowable Subsidiary Loans are contractually subordinated in right of payments
to the Notes and (ii) the total amount of all Allowable Subsidiary Loans at any
time outstanding does not exceed $35,000,000.

            "Asset Sale" means, with respect to any Person, the sale, lease,
conveyance or other transfer or disposition by such Person of any of its assets
or properties (including by way of a sale-and-leaseback and including the sale,
issuance or other transfer of any of the Capital Stock of any Subsidiary of such
Person), in a single transaction or through a series of related transactions,
for aggregate consideration received by such Person or a Subsidiary of such
Person (but if such Person is the Company or any Restricted Subsidiary of the
Company, only if such Subsidiary is a Restricted Subsidiary of the Company), net
of out-of-pocket costs relating thereto (including, without limitation, legal,
accounting and investment banking fees and sales
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commissions), in excess of $5,000,000. For purposes of this definition,
consideration shall include, without limitation, any indebtedness for borrowed
money of such Person or such Subsidiary that is assumed by the transferee of any
assets or any such indebtedness of any Subsidiary of such Person whose stock is
purchased by the transferee. Notwithstanding anything to the contrary in the
foregoing provisions of this definition, the term "Asset Sale", with respect to
any Person, shall not include (i) the sale, lease or other transfer or
disposition of assets acquired and held for resale in the ordinary course of
business; (ii) the sale, lease or other transfer or disposition of assets in
accordance with the provisions of Article V hereof; (iii) the sale, lease or
other transfer or disposition of damaged, worn-out or obsolete property in the
ordinary course of business or other property no longer necessary for the proper
conduct of the business of such Person or its Subsidiaries; (iv) the abandonment
of assets or properties which are no longer useful in the business of such
Person or its Subsidiaries and are not readily saleable; (v) the granting of any
Lien permitted under Section 4.10 hereof (and any foreclosure or other sale
under any such Lien, except to the extent there are surplus proceeds from such
foreclosure); (vi) any sale, lease, assignment or other disposition by such
Person or its Subsidiaries if such Person has outstanding senior debt securities
all of which are rated BBB- or higher by S&P and have not been placed on credit
watch by S&P for a possible downgrade or are rated Baa3 or higher by Moody's and
have not been placed on credit watch by Moody's for a possible downgrade; or
(vii) the sale or other transfer or disposition of receivables in connection
with an asset securitization transaction by such Person or its Subsidiaries.

            "Average Life" means, as of the date of determination, with respect
to any debt security, the quotient obtained by dividing (i) the sum of the
products of the number of years from the date of determination to the date of
each successive scheduled principal payment (assuming the exercise by the
obligor of such debt security of all unconditional (other than as to the giving
of notice) extension options of each such scheduled payment date) of such debt
security multiplied by the amount of such principal payment by (ii) the sum of
all such principal payments.

            "Board of Directors" of any corporation means the Board of Directors
of such corporation, or any duly authorized committee of such Board of
Directors.

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

            "Broan-NuTone Canada, Inc. Credit Facility" means a credit facility
between Broan-NuTone Canada, Inc. or any of the Canadian Subsidiaries, and one
or more banks or other institutional lenders, as the same may be amended,
extended, amended and restated, supplemented or otherwise modified or replaced
from time to time.

            "Business Day" means any day that is not a Saturday, a Sunday or a
day on which banking institutions in the Commonwealth of Massachusetts are
authorized or required to close.

            "Canadian Subsidiary" means any Subsidiary of Broan-NuTone
Canada, Inc. and any Subsidiary of the Company whose headquarters is located
in Canada.


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            "Capital Lease Obligations" means, with respect to any Person, all
obligations under leases of property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with GAAP,
and for purposes of this Indenture the amount of such obligations at any time
shall be the aggregate capitalized amount thereof at such time, as determined in
accordance with GAAP.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock (including common or preferred stock), partnership
interests or any other participation right or other interest in the nature of an
equity interest in such Person.

            "Cash Equivalents" means (i) any evidence of Indebtedness, maturing
not more than 365 days after the date of acquisition, issued or fully guaranteed
or insured by the United States of America, or an instrumentality or agency
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof), (ii) any certificate of deposit, overnight bank
deposit or bankers' acceptance, maturing not more than 365 days after the date
of acquisition, issued by, or time deposit of, a commercial banking institution
having unsecured long-term debt (or whose holding company has unsecured
long-term debt) rated, at the time as of which any Investment therein is made,
BBB- or better by S&P or Moody's or the equivalent of such rating by a successor
rating agency, (iii) commercial paper, maturing not more than 90 days after the
date of acquisition, issued by a corporation (other than an Affiliate or
Subsidiary of the Company) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia which is
rated, at the time as of which any Investment therein is made, P-1 or better by
Moody's or A-1 or better by S&P, or the equivalent of such rating by a successor
rating agency, (iv) Investments in mutual funds, money market funds, investment
pools and other savings vehicles, substantially all of the assets of which are
invested in Investments described in clause (i), (ii) or (iii) above, and (v) in
the case of Broan-NuTone Canada, Inc. and the Canadian Subsidiaries, (a) any
evidence of Indebtedness, maturing not more than 365 days after the date of
acquisition, issued or fully guaranteed or insured by Canada or any
instrumentality or agency thereof (provided that the full faith and credit of
Canada is pledged in support thereof), (b) any certificate of deposit, overnight
bank deposit or bankers' acceptance, maturing not more than 365 days after the
date of acquisition, issued by, or time deposit of, a commercial banking
institution having unsecured long-term debt (or whose holding company has
unsecured long-term debt) rated, at the time as of which any Investment therein
is made, A or better by Dominion Bond Rating Services or the equivalent of such
rating by a successor rating agency and (c) commercial paper, maturing not more
than 90 days after the date of acquisition, issued by a corporation (other than
an Affiliate or Subsidiary of the Company) organized and existing under the laws
of Canada or any province thereof which is rated, at the time as of which any
Investment therein is made, R-1 or better by Dominion Bond Rating Services or
the equivalent of such rating by a successor rating agency.

            "Commodity Agreement" means any agreement or arrangement designed to
protect the Company or any of its Restricted Subsidiaries against fluctuations
in the prices of commodities used by the Company or any of its Subsidiaries in
the ordinary course of business.

            "Company Credit Facility" means one or more credit facilities (other
than the Ply Gem Credit Facility) between the Company or any of its Subsidiaries
and one or more banks or

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other institutional lenders, as the same may be amended, extended, amended and
restated, supplemented or otherwise modified or replaced from time to time,
specifically designated in each such credit facility as a "Company Credit
Facility." All Company Credit Facilities are referred to collectively in this
Indenture as the "Company Credit Facility."

            "Consolidated Amortization Expense" means, with respect to any
Person for any period, the amortization expense of such Person and its
Subsidiaries (or if such Person is the Company, the amortization expense of the
Company and its Restricted Subsidiaries), determined on a consolidated basis for
such period in accordance with GAAP, excluding any amortization expense included
in Consolidated Interest Expense.

            "Consolidated Cash Flow" means, with respect to any Person for any
period, the sum of, without duplication, (i) Consolidated Net Income of such
Person for such period, (ii) Consolidated Interest Expense of such Person for
such period, (iii) Consolidated Income Tax Expense of such Person for such
period, (iv) Consolidated Depreciation Expense of such Person for such period,
(v) Consolidated Amortization Expense of such Person for such period , and (vi)
the amount, not to exceed 10% of Consolidated Cash Flow of such Person for such
period (which amount shall be excluded in determining such Consolidated Cash
Flow), by which (A) other non-cash items of expense that reduce Consolidated Net
Income of such Person for such period exceed (B) other non-cash items of expense
that increase Consolidated Net Income of such Person for such period.

            "Consolidated Cash Flow Coverage Ratio" means, with respect to any
Person for any period, the ratio of Consolidated Cash Flow of such Person for
such period to Consolidated Interest Expense of such Person for such period;
provided, however, that Consolidated Cash Flow and Consolidated Interest Expense
shall be calculated on a pro forma basis after giving effect, as if occurring at
the beginning of such period, to (i) the incurrence of Indebtedness giving rise
to the need to calculate the Consolidated Cash Flow Coverage Ratio and the
retirement of any Indebtedness refinanced with the proceeds of such
Indebtedness, (ii) the incurrence, during such period or since the last day of
such period, of any Indebtedness (other than Indebtedness incurred for working
capital purposes), and the retirement of any Indebtedness refinanced with the
proceeds of such Indebtedness, (iii) the acquisition by such Person (directly or
through a Restricted Subsidiary of such Person if such Person is the Company and
directly or through a Subsidiary of such Person if such Person is not the
Company) of any company or business during such period or since the last day of
such period and (iv) the sale or other disposition of assets or properties
outside the ordinary course of business by such Person (directly or through a
Restricted Subsidiary of such Person if such Person is the Company and directly
or through a Subsidiary of such Person if such Person is not the Company) and
the actual application of the proceeds therefrom during such period or since the
last day of such period.

            "Consolidated Depreciation Expense" means, with respect to any
Person for any period, the depreciation and depletion expense of such Person and
its Subsidiaries (or if such Person is the Company, the depreciation and
depletion expense of the Company and its Restricted Subsidiaries), determined on
a consolidated basis for such period in accordance with GAAP.


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            "Consolidated Income Tax Expense" means, with respect to any Person
for any period, the provision for federal, state, local and foreign income taxes
(including franchise, net worth or similar taxes) of such Person and its
Subsidiaries (or if such Person is the Company, the provision for such taxes of
the Company and its Restricted Subsidiaries) for such period, determined on a
consolidated basis in accordance with GAAP.

            "Consolidated Interest Expense" means, with respect to any Person
for any period, without duplication, the sum of (i) the interest expense of such
Person and its Subsidiaries (or if such Person is the Company, the interest
expense of the Company and its Restricted Subsidiaries) for such period,
determined on a consolidated basis in accordance with GAAP, including, without
limitation, all original issue discount and other interest portion of any
deferred payment Indebtedness and all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
less any interest income included in Consolidated Net Income for such period,
but excluding any deferred financing fees otherwise includible in Consolidated
Interest Expense for such period; (ii) the interest component of Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Subsidiaries (or if such Person is the Company, such interest expense
paid, accrued and/or scheduled to be paid or accrued by the Company and its
Restricted Subsidiaries) during such period as determined on a consolidated
basis in accordance with GAAP; and (iii) all cash dividends or other
distributions declared or paid on any Capital Stock (other than common stock or
preferred stock that is not Redeemable Stock or, with respect to the Company,
Special Common Stock) of such Person and its Subsidiaries (or if such Person is
the Company, all such dividends or other distributions declared or paid on any
such Capital Stock of the Company and its Restricted Subsidiaries) for such
period as determined on a consolidated basis in accordance with GAAP; provided,
however, that any Indebtedness bearing a floating rate of interest shall be
computed as if the rate in effect on the date of computation had been the
applicable rate for the entire period.

            "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate net income (or loss) of such Person and its Subsidiaries
(or if such Person is the Company, the aggregate net income (or loss) of the
Company and its Restricted Subsidiaries) for such period, before discontinued
operations, extraordinary items and the cumulative effect of a change in
accounting principles, determined on a consolidated basis in accordance with
GAAP; provided that there shall also be excluded from Consolidated Net Income
(but only to the extent included in calculating such Consolidated Net Income):
(i) any net gains or losses in respect of dispositions of assets other than in
the ordinary course of business; (ii) any gains from currency exchange
transactions not in the ordinary course of business consistent with past
practice; (iii) any gains or losses realized from the termination of any
employee pension benefit plan; (iv) any gains or losses realized upon the
refinancing of any Indebtedness of such Person or any of its Subsidiaries (or if
such Person is the Company, any gains or losses realized upon the refinancing of
any Indebtedness of [the] Company and its Restricted Subsidiaries); (v) any
gains or losses arising from the destruction of property or assets due to fire
or other casualty; (vi) any gains or losses from the revaluation of property or
assets; (vii) the net income (or loss) of any Person that is not a Subsidiary of
such first Person (or that is not a Restricted Subsidiary of the Company if such
first Person is the Company) except to the extent of cash dividends or
distributions paid to such first Person by such other Person in such period;
(viii) the net income (or loss) of any Subsidiary of such first Person except to
the extent of the interest of such Person

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in such Subsidiary; (ix) the net income of any Subsidiary of such Person (or if
such Person is the Company, of any Restricted Subsidiary of the Company) that is
subject to any restriction or limitation on the payment of dividends and other
distributions (including loans or advances) by operation of the terms of its
charter or by agreement, instrument, judgment, decree, order or governmental
regulation applicable to such Subsidiary (or such Restricted Subsidiary, if
applicable) to the extent of such restriction or limitation in such period; (x)
the net income of any Person acquired in a pooling transaction for any period
prior to the date of such acquisition; and (xi) the excess of (a) the
consolidated compensation expense recorded by the Company in the computation of
net earnings of the Company in respect of shares of Capital Stock (other than
Redeemable Stock) or other Equity Interests awarded, pursuant to a plan or other
arrangement approved by the Board of Directors of the Company (or of a Reporting
Subsidiary, if applicable), to or for the benefit of any employee, officer or
director of the Company or any of its Subsidiaries or to or by any employee
stock ownership plan or similar trust for the benefit of any such employee,
officer or director, over (b) the amount of consolidated income tax benefit
recorded by the Company in connection with such consolidated compensation
expense of the Company.

            "Consolidated Net Worth" means, with respect to any Person at any
date of determination, the sum of the Capital Stock, additional paid-in capital
and cumulative translation, pension and other adjustment account plus retained
earnings (or minus accumulated deficit), excluding amounts attributable to
Redeemable Stock, any Capital Stock convertible into Indebtedness, or treasury
stock, of such Person and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

            "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement entered into in the
ordinary course of business and designed to protect the Company or any of its
Restricted Subsidiaries against fluctuations in currency values to or under
which the Company or any of its Restricted Subsidiaries is a party or a
beneficiary on the date of this Indenture or becomes a party or a beneficiary
thereafter.

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

            "Definitive Notes" means Notes that are in the form of Exhibit A
attached hereto (but without including the text referred to in footnote 1
thereto and the additional schedule referred to therein).

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

            "Designated Senior Indebtedness" means (i) any Indebtedness (and all
Obligations of the Company with respect thereto) outstanding under the Company
Credit Facility, (ii) any Indebtedness (and all Obligations of the Company with
respect thereto)

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represented by the 8-7/8% Notes, the 9-1/8% Notes or the 9-1/4% Notes and (iii)
any other Senior Indebtedness permitted to be incurred under this Indenture the
original principal amount of which is $25,000,000 or more and that has been
designated by the Company as "Designated Senior Indebtedness."

            "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors of the Company
is required to deliver a Board Resolution under this Indenture, a member of such
Board of Directors who does not have any material direct or indirect financial
interest in or with respect to such transaction or series of transactions.

            "8-7/8% Notes" means any of the Company's 8-7/8% Senior Notes due
August 1, 2008 issued under the indenture dated as of July 31, 1998 between the
Company and State Street Bank and Trust Company.

            "Eligible Inventory" means, with respect to any Person, the finished
goods, raw materials and work-in-process of such Person less any applicable
reserves, each of the foregoing determined on the FIFO method of accounting in
accordance with GAAP.

            "Eligible Receivables" means, with respect to any Person, the trade
receivables of such Person less the allowance for doubtful accounts, each of the
foregoing determined in accordance with GAAP.

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

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

            "Exchange Note" means any Series B Note issued in exchange for an
Original Note pursuant to the Exchange Offer or the Private Exchange.

            "Exchange Offer" means the offer by the Company to the Holders of
all outstanding Transfer Restricted Securities to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Series B Notes, in an
aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by such Holders.

            "Exchange Offer Registration Statement" means the registration
statement under the Securities Act relating to the Exchange Offer, including the
related prospectus.

            "Exempt Person" means (i) Richard L. Bready, (ii) any Person
which is an Affiliate of Richard L. Bready and (iii) any other Affiliate of
such Person so long as such Person is an Affiliate of Richard L. Bready.

            "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, including
without limitation all Indebtedness outstanding under the Ply Gem Credit
Facility on such date.


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            "Existing Investments" means (i) Investments of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture and (ii)
Investments to be made pursuant to commitments authorized by the Board of
Directors of the Company prior to the date of this Indenture in Ecological
Engineering Associates, L.P. in an amount not to exceed $3,000,000 (including
such Investments made prior to the date of this Indenture).

            "Fair Market Value" means, with respect to any asset, the price
which could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction; provided, however, that the Fair
Market Value of any asset or assets of the Company or any of its Subsidiaries
shall be determined by the Board of Directors of the Company or, if such
Subsidiary is a Reporting Subsidiary, of such Reporting Subsidiary, acting in
good faith, and evidenced by a Board Resolution of the Company or such Reporting
Subsidiary, as the case may be, delivered to the Trustee.

            "GAAP" means accounting principles generally accepted in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession, from time to time; provided, however, that for purposes
of Article IV and Article V hereof and the definitions used therein, GAAP shall
be determined on the basis of such principles as in effect on the date of this
Indenture.

            "Global Note" means a Note registered in the name of the Depositary
or its nominee that contains the paragraph referred to in footnote 1 thereto and
the additional schedule referred to in the form of Note attached hereto as
Exhibit A.

            "guarantee" means, with respect to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, of all or any part of such
obligation and (ii) an agreement, direct or indirect, contingent or otherwise,
the practical effect of which is to assure the payment or performance of (or
payment of damages in the event of non-performance) of all or any part of such
obligation.

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

            "Indebtedness" means, with respect to any Person, without
duplication, any indebtedness, contingent or otherwise, (i) with respect to
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof), or evidenced by bonds,
notes, debentures or similar instruments or consisting of reimbursement
obligations with respect to letters of credit, or (ii) representing the deferred
and unpaid balance of the purchase price of any property excluding any such
balance that constitutes a trade payable or an accrued liability, in each case
arising in the ordinary course of business, if and to the extent any of the
foregoing indebtedness would appear as a liability upon a balance sheet of such
Person prepared on a consolidated basis in accordance with GAAP, and shall also
include, to the extent not otherwise included, (a) any Capital Lease
Obligations, (b) the maximum fixed repurchase price of any Redeemable Stock, (c)
indebtedness secured by a Lien to which the

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property or assets owned or held by such Person is subject, whether or not the
obligations secured thereby shall have been assumed, (d) guaranties of items
that would be included within this definition to the extent of such guaranties,
and (e) net liabilities in respect of Commodity Agreements, Currency Agreements
and Interest Rate Agreements. For purposes of the immediately preceding
sentence, the maximum fixed repurchase price of any Redeemable Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Redeemable Stock as if such Redeemable Stock were repurchased on
any date on which Indebtedness shall be required to be determined pursuant to
this Indenture; provided that if such Redeemable Stock is not then permitted to
be repurchased, the repurchase price shall be the book value of such Redeemable
Stock. The amount of Indebtedness of any Person at any date shall be without
duplication (y) the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability of any such contingent
obligations at such date and (z) in the case of Indebtedness of others secured
by a Lien to which the property or assets owned or held by such Person is
subject, the lesser of the Fair Market Value at such date of any property or
asset subject to a Lien securing the Indebtedness of others or the amount of the
Indebtedness secured. The amount of any Indebtedness issued at a discount shall
be equal to the gross proceeds of such issuance (and not the face amount of any
bond, note, debenture or similar instrument representing such Indebtedness).

            "Indenture" means this Indenture, as amended or supplemented from
time to time in accordance with the terms hereof, including the provisions of
the TIA that are deemed to be a part hereof.

            "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, or other similar agreement or
arrangement entered into in the ordinary course of business and designed to
protect the Company or any of its Restricted Subsidiaries against fluctuations
in interest rates to or under which the Company or any of its Restricted
Subsidiaries is a party or a beneficiary thereof.

            "Investment" means, with respect to any Person, (i) any direct or
indirect loan or other extension of credit (other than extensions of trade
credit by such Person on commercially reasonable terms and relating to the sale
of property or services in the ordinary course of business) or capital
contribution (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others) to any
other Person, or (ii) any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by any other Person.

            "Lien" means any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease intended as security, any option or other
agreement to sell or give any security interest and any filing of or other
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction other than a financing statement
covering leased goods under a lease not intended as security).


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

            "Moody's" means Moody's Investors Service, Inc. and its
successors.

            "Net Cash Proceeds" means the aggregate Cash Proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale,
net of the out-of-pocket costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales commissions)
and any relocation expenses and severance and shutdown costs incurred as a
result thereof, and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP as a consequence of such Asset
Sale, amounts required to be applied to the repayment of Indebtedness secured by
a Lien on the asset or assets which are the subject of such Asset Sale and any
reasonable reserve in accordance with GAAP for adjustments in respect of the
sale price of such asset or assets.

            "9-1/8% Notes" means any of the Company's 9-1/8% Senior Notes due
September 1, 2007 issued under the indenture dated as of August 26, 1997 between
the Company and State Street Bank and Trust Company.

            "9-1/4% Notes" means any of the Company's 9-1/4% Senior Notes due
March 15, 2007 issued under the indenture dated as of March 17, 1997 between the
Company and State Street Bank and Trust Company.

            "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender; (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

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

            "Notes" means the Original Notes and the Exchange Notes.

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

            "Officer" means, with respect to any corporation, the Chairman of
the Board, any Vice Chairman, the Chief Executive Officer, the President, any
Vice President, any Assistant Vice President, the Treasurer, the Chief Financial
officer, the Chief Accounting Officer, the Secretary, any Assistant Treasurer or
any Assistant Secretary of such corporation.


                                       10
<PAGE>   12
            "Officers' Certificate" means, with respect to any Person, a
certificate containing the information specified in Sections 11.04 and 11.05
hereof signed by the Chief Executive Officer or President and the Treasurer,
Chief Financial Officer or Chief Accounting Officer of such Person.

            "Opinion of Counsel" means a written opinion containing the
information specified in Sections 11.04 and 11.05 hereof, rendered by legal
counsel (who may be counsel to the Company) acceptable to the Trustee.

            "Original Notes" means the Series A Notes initially issued under
this Indenture prior to the issuance of Exchange Notes.

            "Permitted Investments" means any of the following: (i) Cash
Equivalents; (ii) Existing Investments; (iii) Investments by the Company or a
Restricted Subsidiary of the Company in any Subsidiary of the Company that is a
Restricted Subsidiary or any other Person that concurrently with the making of
such Investment becomes a Subsidiary of the Company that is a Restricted
Subsidiary; (iv) guaranties by Restricted Subsidiaries permitted under Section
4.08 hereof; (v) Indebtedness of the Company to any Restricted Subsidiary of the
Company; provided that such Indebtedness is contractually subordinated in right
of payment to the Notes; (vi) Investments by the Company or any of its
Restricted Subsidiaries in debt securities or debt instruments having maturities
of 10 years or less and (A) issued or fully guaranteed or insured by the United
States of America, or an instrumentality or agency thereof (provided that the
full faith and credit of the United States of America is pledged in support
thereof) or (B) with a rating of BBB- or better by S&P or Baa-3 or better by
Moody's or the equivalent of such rating by a successor rating agency; (vii) any
Investment by Broan-NuTone Canada, Inc. and or any Canadian Subsidiary in debt
securities or debt instruments having maturities of 10 years or less and issued
or fully guaranteed or insured by Canada or an instrumentality or agency thereof
or rated, at the time of such Investment, BBB- or better by Dominion Bond Rating
Services or the equivalent of such rating by a successor rating agency, so long
as the aggregate amount of all such Investments by Broan-NuTone Canada, Inc. and
any Canadian Subsidiaries that are Restricted Subsidiaries does not exceed
$15,000,000 at any one time outstanding; (viii) loans and advances to officers
and directors of the Company or any Restricted Subsidiary of the Company made in
the ordinary course of business or pursuant to any employee benefit plan, up to
$10,000,000 in the aggregate at any one time outstanding; (ix) loans and
advances to vendors, suppliers and contractors of the Company or any Restricted
Subsidiary of the Company and made in the ordinary course of business; (x) the
receipt by the Company or any of its Restricted Subsidiaries of consideration
other than Cash Proceeds in any Asset Sale made in compliance with the terms of
this Indenture; (xi) so long as no Default or Event of Default shall have
occurred and be continuing, other Investments made after the date of this
Indenture not exceeding in the aggregate at any time outstanding (A)
$40,000,000, if at the time of the making of such Investment the Notes are not
rated BB+ or better by S&P or Bal or better by Moody's, or (B) $50,000,000, if
at the time of the making of such Investment the Notes are rated BB+ or better
by S&P or Bal or better by Moody's; (xii) any Lien permitted under Section 4.10
hereof; and (xiii) Investments by Restricted Subsidiaries of the Company not
exceeding in the aggregate $10,000,000 at any one time outstanding in Cash
Equivalents described in clause (ii) of the definition of such term herein;
provided that for purposes of this

                                       11
<PAGE>   13
clause (xiii) an instrument referred to in such clause (ii) may be issued by any
commercial banking institution having capital and surplus of not less than
$100,000,000.

            "Permitted Liens" means (i) Liens for taxes, assessments,
governmental charges or claims that are not yet due or are being contested in
good faith by appropriate legal proceedings; provided that any reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor; (ii) statutory Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
Liens arising in the ordinary course of business and with respect to amounts not
yet delinquent or being contested in good faith by appropriate legal
proceedings; provided that any reserve or other appropriate provision, if any,
as shall be required in conformity with GAAP shall have been made therefor;
(iii) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance or other types of
social security; (iv) Liens incurred or deposits made to secure the performance
of tenders, bids, leases, statutory or regulatory obligations, bankers'
acceptances, surety and appeal bonds, government contracts, performance and
return-of-money bonds and other obligations of a similar nature incurred in the
ordinary course of business (exclusive of obligations for the payment of
borrowed money); (v) easements, rights-of-way, municipal and zoning ordinances
and similar charges, encumbrances, title defects or other irregularities that do
not materially interfere with the ordinary course of business of the Company or
any of its Subsidiaries, taken as a whole; (vi) Liens securing Purchase Money
Obligations permitted to be incurred by the provisions of this Indenture; (vii)
leases or subleases or licenses or sublicenses granted to others in the ordinary
course of business of the Company or any of its Restricted Subsidiaries, taken
as a whole; (viii) Liens encumbering property or assets under construction
arising from progress or partial payments by a customer of the Company or any of
its Restricted Subsidiaries relating to such property or assets; (ix) any
interest or title of a lessor in the property subject to any Capital Lease
Obligation; (x) Liens arising from filing Uniform Commercial Code financing
statements regarding leases; (xi) Liens on property of, or on shares of stock or
Indebtedness of, any Person existing at the time (A) such Person becomes a
Restricted Subsidiary of the Company or (B) such Person or such property becomes
a part of the Company or any Restricted Subsidiary of the Company; (xii) Liens
in favor of the Company or any Restricted Subsidiary of the Company; (xiii)
Liens securing any real property or other assets of the Company or any
Restricted Subsidiary of the Company in favor of the United States of America or
any State, or any department, agency, instrumentality or political subdivision
thereof, in connection with the financing of industrial revenue bond facilities
or of any equipment or other property designed primarily for the purpose of air
or water pollution control; provided that any such Lien on such facilities,
equipment or other property shall not apply to any other assets of the Company
or such Restricted Subsidiary of the Company; (xiv) Liens arising from the
rendering of a final judgment or order against the Company or any Restricted
Subsidiary of the Company that does not give rise to an Event of Default; (xv)
Liens securing reimbursement obligations with respect to letters of credit that
encumber documents and other property relating to such letters of credit and the
products and proceeds thereof; (xvi) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (xvii) Liens encumbering customary
initial deposits and margin deposits, and other Liens that are either within the
general parameters customary in the industry and incurred in the ordinary course
of business or otherwise permitted under the terms of the Company Credit
Facility, in each case securing Indebtedness under Commodity Agreements,
Interest Rate Agreements and

                                       12
<PAGE>   14
Currency Agreements; and (xviii) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any of its Restricted Subsidiaries in the ordinary course
of business in accordance with the past practices of the Company and its
Restricted Subsidiaries prior to the date of this Indenture.

            "Person" means any individual, corporation, partnership, joint
venture, incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.

            "Ply Gem Credit Facility" means one or more credit facilities
between Ply Gem Industries, Inc. or any of its Subsidiaries and one or more
banks or other institutional lenders, as the same may be amended, extended,
amended and restated, supplemented or otherwise modified or replaced from time
to time, specifically designated in each such credit facility as a "Ply Gem
Credit Facility." All Ply Gem Credit Facilities are referred to collectively
herein as the "Ply Gem Credit Facility."

            "Principal Property" means any manufacturing or processing plant,
warehouse or other building used by the Company or any Restricted Subsidiary of
the Company, other than a plant, warehouse or other building that, in the good
faith opinion of the Board of Directors as reflected in a Board Resolution, is
not of material importance as of the date such Board Resolution is adopted to
the businesses conducted by the Company and its Subsidiaries, on a consolidated
basis, or conducted by any Significant Subsidiary of the Company.

            "Private Exchange" means a private exchange pursuant to Section 2(a)
of the Registration Rights Agreement.

            "Purchase Money Obligations" means any Indebtedness of the Company
or any of its Restricted Subsidiaries incurred to finance the acquisition or
construction of any property or business (including Indebtedness incurred within
one year following such acquisition or construction), including Indebtedness of
a Person existing at the time such Person becomes a Restricted Subsidiary of the
Company or assumed by the Company or a Restricted Subsidiary of the Company in
connection with the acquisition of assets from such Person; provided, however,
that (i) any Lien on such Indebtedness shall not extend to any property other
than the property so acquired or constructed and (ii) at no time shall the
aggregate principal amount of outstanding Indebtedness secured thereby be
increased.

            "Redeemable Stock" means any Equity Interest which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable before the Stated Maturity of the Notes), or upon the happening of
any event, matures or is mandatorily redeemable or is redeemable at the sole
option of the holder thereof, in whole or in part, prior to the Stated Maturity
of the Notes.

            "Redemption Date" or "redemption date" means the date specified for
redemption of the Notes in accordance with the terms of the Notes and this
Indenture.

            "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 5 of the Notes.


                                       13
<PAGE>   15
            "Registration Rights Agreement" means the registration rights
agreement dated as of the date of this Indenture between the Company and the
Initial Purchasers named therein.

            "Reporting Subsidiary" means, with respect to any Person, a
Subsidiary of such Person required to file periodic reports under Section 13 or
15(d) of the Exchange Act.

            "Restricted Subsidiary" means (i) any Subsidiary of the Company in
existence on the date of this Indenture, unless such Subsidiary shall have been
designated as an Unrestricted Subsidiary by resolution of the Board of Directors
of the Company as provided in and in compliance with the definition of
"Unrestricted Subsidiary", (ii) any Subsidiary of the Company (other than a
Subsidiary that is also a Subsidiary of an Unrestricted Subsidiary) organized or
acquired after the date of this Indenture, unless such Subsidiary shall have
been designated as an Unrestricted Subsidiary by resolution of the Board of
Directors of the Company as provided in and in compliance with the definition of
"Unrestricted Subsidiary" and (iii) any Unrestricted Subsidiary which is
designated as a Restricted Subsidiary by the Board of Directors of the Company;
provided that immediately after giving effect to the designation referred to in
clause (iii), no Default or Event of Default shall have occurred and be
continuing and the Company could incur at least $1.00 of additional Indebtedness
pursuant to the Consolidated Cash Flow Ratio test set forth in the first
paragraph of Section 4.08 hereof. The Company shall evidence any such
designation to the Trustee by promptly filing with the Trustee an Officers'
Certificate certifying that such designation has been made and stating that such
designation complies with the requirements of the immediately preceding
sentence.

            "S&P" means Standard and Poor's Corporation and its successors.

            "SEC" means the Securities and Exchange Commission.

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

            "Series A Notes" means the Company's 9-7/8% Series A Senior
Subordinated Notes due June 15, 2011, to be issued pursuant to this Indenture.

            "Series B Notes" means the Company's 9-7/8% Series B Senior
Subordinated Notes due June 15, 2011, to be issued pursuant to this Indenture in
the Exchange Offer and the Private Exchange.

            "Senior Indebtedness" means all Indebtedness of the Company
(including Specified Senior Indebtedness), whether outstanding on the date of
this Indenture or thereafter incurred (unless, in the case of any particular
Indebtedness, the instrument under which such Indebtedness is incurred expressly
provides that such Indebtedness shall not be senior or superior in right of
payment to the Notes), and all Obligations of the Company with respect thereto,
but excluding: (i) any Indebtedness of the Company to any of its Subsidiaries or
other Affiliates; (ii) amounts owed for goods, materials or services purchased
in the ordinary course of business or for compensation to employees; (iii) any
Indebtedness in respect of any Capital Lease Obligation created, incurred,
assumed or guaranteed prior to or, unless designated in the instrument
evidencing such Capital Lease Obligation as "Senior Indebtedness", after the
date of this Indenture; (iv) any Indebtedness represented by Redeemable Stock;
and (v) any Indebtedness that is incurred in violation of this Indenture.


                                       14
<PAGE>   16
            "Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of the
Registration Rights Agreement which covers all of the Registrable Notes (as
defined in the Registration Rights Agreement), on an appropriate form under Rule
415 under the Securities Act or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

            "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X promulgated
by the SEC, as such regulation is in effect on the date of this Indenture.

            "Special Common Stock" means the special common stock of the
Company, $1.00 par value per share.

            "Specified Senior Indebtedness" means (i) any Indebtedness
outstanding under the Company Credit Facility, and (ii) any Indebtedness
represented by the 8-7/8% Notes, the 9-1/8% Notes or the 9-1/4% Notes.

            "Stated Maturity" means, with respect to any security or
Indebtedness, the date specified therein as the fixed date on which the
principal of such security or Indebtedness is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security or Indebtedness at the option of
the holder thereof upon the happening of any contingency).

            "Subsidiary" of any Person means any corporation, partnership,
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 or, in the case of a
Person which is not a corporation, the members of the appropriate governing
board or other group is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or a
combination thereof.

            "TIA" means the Trust Indenture Act of 1939 as amended and as in
effect on the date of this Indenture; provided, however, that in the event the
TIA is amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

            "Transfer Restricted Securities" means each Original Note until (i)
the date on which such Original Note has been exchanged by a Person other than a
broker-dealer for an Exchange Note in the Exchange Offer, (ii) following the
exchange by a broker-dealer in the Exchange Offer of an Original Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which the Original Note has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Original Note is distributed to the
public pursuant to Rule 144 under the Securities Act.

            "Trust Officer," when used with respect to the Trustee, means any
officer assigned to and working in the corporate trust department of the Trustee
or any other officer of

                                       15
<PAGE>   17
the Trustee customarily performing functions similar to those performed by any
of the above officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

            "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

            "Unrestricted Subsidiary" means, until such time as any of the
following shall be designated as a Restricted Subsidiary of the Company by the
Board of Directors of the Company as provided in and in compliance with the
definition of "Restricted Subsidiary," (i) any Subsidiary of the Company or of a
Restricted Subsidiary organized or acquired after the date of this Indenture
that is designated concurrently with its organization or acquisition as an
Unrestricted Subsidiary by resolution of the Board of Directors of the Company,
(ii) any Subsidiary of any Unrestricted Subsidiary, and (iii) any Restricted
Subsidiary of the Company that is designated as an Unrestricted Subsidiary by
resolution of the Board of Directors of the Company; provided that (a)
immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing, (b) any such designation shall be
deemed the making of a Restricted Payment at the time of such designation in an
amount equal to the Fair Market Value of the Investment in such Subsidiary and
shall be subject to the restrictions contained in Section 4.06 hereof, and (c)
such Subsidiary or any of its Subsidiaries does not own any Capital Stock or
Indebtedness of, or own or hold any Lien on any property of, the Company or any
other Restricted Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated. A Person may be designated as an Unrestricted
Subsidiary only if and for so long as such Person (i) has no Indebtedness other
than Non-Recourse Debt; (ii) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to make any
payment to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results, except to the
extent any such direct or indirect obligation would then be permitted in
accordance with Section 4.06 hereof; and (iii) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries. The Company shall evidence any
designation pursuant to clause (i) or (iii) of the first sentence hereof to the
Trustee by filing with the Trustee within 45 days of such designation an
Officers' Certificate certifying that such designation has been made and that
such designation complies with the requirements of this Indenture and all
conditions thereto have been satisfied.

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

            "Wholly-Owned Subsidiary" of any Person means any Subsidiary of such
Person to the extent the entire voting share capital of such Subsidiary (other
than directors' qualifying shares) is owned by such Person (either directly or
indirectly through Wholly-Owned Subsidiaries).


                                       16
<PAGE>   18
            SECTION 1.02 Other Definitions.

            "Act"...........................................     1.05
            "Acceleration Notice"...........................     6.02
            "Bankruptcy Law"................................     6.01
            "Blockage Notice"...............................    10.04
            "Cash Proceeds".................................     4.13
            "Change of Control".............................     4.12
            "Change of Control Offer".......................     4.12
            "Change of Control Payment".....................     4.12
            "Change of Control Payment Date"................     4.12
            "Covenant Defeasance"...........................     8.03
            "Custodian".....................................     6.01
            "DTC"...........................................     2.03
            "Event of Default"..............................     6.01
            "Excess Proceeds"...............................     4.13
            "Excess Proceeds Offer".........................     4.13
            "Exchange Act"..................................     4.02
            "IAIs"..........................................     2.01
            "incurrence"....................................     4.08
            "Legal Defeasance"..............................     8.02
            "Legal Holiday".................................    11.08
            "Offshore Notes Exchange Date"..................     2.01
            "Paying Agent"..................................     2.03
            "Payment Blockage Period".......................    10.04
            "QIB Global Note"...............................     2.01
            "QIBs"..........................................     2.01
            "refinance".....................................     4.08
            "Refinancing Indebtedness"......................     4.08
            "Register"......................................     2.03
            "Registrar".....................................     2.03
            "Regulation S Purchasers".......................     2.01
            "Restricted Payment"............................     4.06
            "Rule 144A".....................................     2.01
            "surviving entity"..............................     5.01
            "Temporary Regulation S Global Note"............     2.01

SECTION 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, such provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

            "Commission" means the SEC.

            "Indenture to be qualified" means this Indenture.


                                       17
<PAGE>   19
            "Indenture trustee" or "institutional trustee" means the Trustee.

            "Obligor" on the Notes means the Company, and each other obligor on
the Notes.

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

            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) "including" means including, without limitation;

            (5) words in the singular include the plural, and words in the
plural include the singular.

            SECTION 1.05 Acts of Holders.


            (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

            (2) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

            (3) The ownership of Notes shall be proved by the Register.

            (4) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note as the holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.


                                       18
<PAGE>   20
            (5) 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 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. 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
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, directions, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date,
provided that no such authorization, agreement or consent 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 1.06 Exchange Rates. Except as otherwise required under GAAP
or in connection with the preparation of any financial statements, any
computation of the U.S. dollar equivalent of any foreign currency required for
any calculation or computation under this Indenture (including, without
limitation, in connection with the limitations under the definition of
"Consolidated Net Income" and Section 4.03 hereof) shall be made at the exchange
rate published in The Wall Street Journal which is in effect as of the close of
business on the first Business Day in the month in which such computation is
required to be made hereunder.

                                   ARTICLE II
                                    THE NOTES

            SECTION 2.01 Form and Dating. The Original Notes and the Trustee's
certificate of authentication relating thereto shall be substantially in the
form of Exhibit A hereto, with such appropriate insertions, substitutions and
other variations as are required or permitted by this Indenture. The Exchange
Notes and the Trustee's certificate of authentication relating thereto shall be
substantially in the form of Exhibit A hereto, with such appropriate insertions,
substitutions and other variations as are required or permitted by this
Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not
bear the legend set forth in Exhibit A hereto as indicated by footnote 2
thereto; provided, further, that Exchange Notes issued in either the Exchange
Offer or the Private Exchange shall not contain any reference to Liquidated
Damages and shall not include paragraph 19 of Exhibit A hereto. The Notes may
have notations, legends or endorsements required by this Indenture, law, stock
exchange rule, depository rule or usage. Any such notation, legend or
endorsement shall be delivered in writing to the Company. Each Note shall be
dated the date of its issuance and show the date of its authentication.

            The terms and provisions contained in the Notes, annexed hereto as
Exhibit A, shall constitute, and are hereby expressly made, a part of this
Indenture. To the extent applicable, the Company, by its execution and delivery
of this Indenture, expressly agrees to such terms and provisions and to be bound
thereby.


                                       19
<PAGE>   21
            Original Notes offered and sold to "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) ("QIBs") in accordance with
Rule 144A under the Securities Act ("Rule 144A") as provided in the Purchase
Agreement, shall be issued initially in the form of a permanent Global Note
substantially in the form set forth in Exhibit A hereto (including the text set
forth in footnote 1 thereto and the additional schedule referred to therein, but
excluding the text set forth in footnote 3 thereto), deposited with the Trustee,
as custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee for the Depositary, as hereinafter provided. The Global Note
(which may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented by a
single certificate) will represent Original Notes sold to QIBs (the "QIB Global
Note").

            Original Notes offered and sold in reliance on Regulation S, if any,
shall be issued initially in the form of one Global Note (the "Temporary
Regulation S Global Note") having a different CUSIP number than that of the QIB
Global Note substantially in the form set forth in Exhibit A hereto (including
the text set forth in footnotes 1 and 3 thereto and the additional schedule
referred to therein), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Temporary Regulation S Global Note may not be issued
in definitive form until the later of the completion of the distribution of the
Original Notes and the termination of the "restricted period" (as defined in
Regulation S) with respect to the offer and sale of the Original Notes (the
"Offshore Notes Exchange Date"). The Company shall promptly notify the Trustee
in writing of the occurrence of the Offshore Notes Exchange Date and, at any
time following the Offshore Notes Exchange Date, upon receipt by the Trustee and
the Company of a certificate substantially in the form set forth in Exhibit E
hereto, the Company shall execute, and the Trustee shall authenticate and
deliver, one or more permanent certificated Definitive Notes in registered form
pursuant to Section 2.06(4) hereof.

            The aggregate principal amount of each Global Note may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided. Transfers of Original Notes from QIBs to institutional "Accredited
Investors" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, ("IAIs"), or persons who acquire an interest in the Original
Notes pursuant to Regulation S (the "Regulation S Purchasers"), or from
Regulation S Purchasers to QIBs, will be represented by appropriate increases
and decreases to the respective amounts of the appropriate Global Notes in
accordance with the customary operating procedures of the Depositary and the
Trustee; provided, however, that such increases or decreases in the amount of
Global Notes shall be made by the Trustee, as Note Custodian, in accordance with
the instructions given by the Holder thereof as required by Section 2.06 hereof.

            SECTION 2.02 Execution and Authentication. The Notes shall be
executed on behalf of the Company by its Chairman of the Board, one of its Vice
Chairmen, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any such officer on the Notes may be manual or
facsimile.


                                       20
<PAGE>   22
            If an Officer of the Company whose signature is on a Note no longer
holds that office at the time the Note is authenticated, the Note shall
nevertheless be valid.

            Only such Notes as shall bear thereon a certificate of
authentication substantially in the form set forth in Exhibit A hereto, manually
executed by the Trustee, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate of authentication
executed by the Trustee upon any Note executed by the Company shall be
conclusive evidence that the Note so authenticated has been duly authenticated
and made available for delivery hereunder.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a request for the authentication and
delivery of such Notes signed by an Officer of the Company accompanied by any
certificate and opinions required by the TIA and the following paragraph, and
the Trustee, in accordance with such request, shall authenticate and deliver
such Notes as provided in this Indenture.

            The Notes may be issued in one or more series; provided, however,
that any Notes issued with original issue discount ("OID") for Federal income
tax purposes shall not be issued as part of the same series as any Notes that
are issued with a different amount of OID or that are not issued with OID.
Subject to this Section 2.02, Trustee shall authenticate (i) Original Notes for
original issue on the date hereof in an aggregate principal amount not to exceed
$250,000,000, (ii) Original Notes issued after the date hereof, upon written
order of the Company in the form of an Officers' Certificate and (iii) Exchange
Notes issued, either (x) in the Exchange Offer for the Original Notes pursuant
to the Exchange Offer Registration Statement filed with the Commission from time
to time, for issue only in exchange for a like principal amount of Original
Notes or (y) in the Private Exchange, for issue only in exchange for a like
principal amount of Original Notes, in each case, upon written order of the
Company in the form of an Officers' Certificate. Such Officers' Certificate
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, whether the Notes are to be Original Notes or
Exchange Notes, whether the Notes shall be issued as part of a new or existing
series of Notes and the title of such Notes and whether the Notes are to be
Definitive Notes or Global Notes. The aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited.

            Notwithstanding the foregoing, all Notes issued under this Indenture
shall vote and consent together on all matter as one class and no series of
Notes will have the right to vote or consent as a separate class on any matter.

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

            The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the 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 the
Company or an Affiliate

                                       21
<PAGE>   23
of the Company. The Trustee shall not be liable for any act or failure to act of
the authenticating agent to perform any duty either required herein or
authorized herein to be performed by such person in accordance with this
Indenture. Each authenticating agent shall be acceptable to the Company and
otherwise comply in all respects with the eligibility requirements of the
Trustee contained in this Indenture.

            SECTION 2.03 Registrar and Paying Agent. The Company shall maintain
or cause to be maintained an office or agency where (a) Notes may be presented
for registration of transfer or for exchange ("Registrar"), (b) Notes may be
presented or surrendered for purchase or payment ("Paying Agent") and (c)
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Registrar shall keep a register of the Notes and of
their transfer and exchange (the "Register"). 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 agents. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee 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 and shall be entitled to appropriate compensation in
accordance with Section 7.07 hereof. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall incorporate the provisions
of the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company 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 agent for service of notices and demands in connection with
the Notes.

            SECTION 2.04 Paying Agent to Hold Money in Trust. Except as
otherwise provided herein, prior to each due date of the principal of, premium,
if any, interest on and Liquidated Damages, if any, with respect to any Note,
the Company shall deposit with the Paying Agent a sum of money sufficient to pay
such principal, premium, if any, interest and Liquidated Damages, if any, so
becoming due. The Company shall require each Paying Agent (other than the
Trustee or the Company) to agree in writing that such Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to the Notes (whether such money has
been paid to it by the Company or any other obligor on the Notes) and shall
notify the Trustee of any default by the Company (or any other obligor on the
Notes) in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the request of the Trustee, forthwith
pay to the Trustee all money so held in trust and account for any money
disbursed to it. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any money disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, a Subsidiary or an Affiliate of either


                                       22
<PAGE>   24
of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund.

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

            SECTION 2.06 Transfer and Exchange.

            (1) Transfer and Exchange of Definitive Notes. When Definitive Notes
are presented to the Registrar with the request to register the transfer of the
Definitive Notes, or to exchange such Definitive Notes for an equal principal
amount of Definitive Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met; provided, however, that the
Definitive Notes presented or surrendered for registration of transfer or
exchange:

                  (a)   shall be duly endorsed or accompanied by a written
                        instrument of transfer in form satisfactory to the
                        Trustee and the Registrar duly executed by the Holder
                        thereof or by an attorney who is duly authorized in
                        writing to act on behalf of the Holder; and

                  (b)   shall, in the case of a Transfer Restricted Security, be
                        accompanied by the following additional information and
                        documents, as applicable:

                        (i)   if such Transfer Restricted Securities are being
                              delivered to the Registrar by a Holder for
                              registration in the name of such Holder, without
                              transfer, a certification from such Holder to that
                              effect (in substantially the form of Exhibit B
                              hereto); or

                        (ii)  if such Transfer Restricted Securities are being
                              transferred (1) to a "qualified institutional
                              buyer" (as defined in Rule 144A) in a transaction
                              meeting the requirements of Rule 144A or (2)
                              pursuant to an exemption from registration in a
                              transaction meeting the requirements of Rule 144
                              under the Securities Act (based upon an Opinion of
                              Counsel if the Company so requests) or (3)
                              pursuant to an effective registration statement
                              under the Securities Act, a certification to that
                              effect from such Holder (in substantially the form
                              of Exhibit B hereto); or

                        (iii) if such Transfer Restricted Securities are being
                              transferred to an institutional "accredited
                              investor," within the meaning of Rule 501(a)(1),
                              (2), (3) or (7) under the Securities Act

                                       23
<PAGE>   25
                              pursuant to a private placement exemption from the
                              registration requirements of the Securities Act
                              (based upon an Opinion of Counsel if the Company
                              so requests), a certification to that effect from
                              such Holder (in substantially the form of Exhibit
                              B hereto) and a certification from the applicable
                              transferee (in substantially the form of Exhibit C
                              hereto); or

                        (iv)  if such Transfer Restricted Securities are being
                              transferred outside the U.S. to a foreign person
                              pursuant to an exemption from registration in a
                              transaction meeting the requirements of Regulation
                              S under the Securities Act (based on an Opinion of
                              Counsel if the Company so requests), certification
                              to that effect from such Holder (in substantially
                              the form of Exhibits B and D hereto); or

                        (v)   if such Transfer Restricted Securities are being
                              transferred in reliance on another exemption from
                              the registration requirements of the Securities
                              Act (based upon an Opinion of Counsel if the
                              Company so requests), a certification to that
                              effect from such Holder (in substantially the form
                              of Exhibit B hereto).

            (2) Transfer of a Definitive Note for a Beneficial Interest in a
Global Note. A Note may not be exchanged for a beneficial interest in a Global
Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a Definitive Note, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or by an attorney who is duly authorized in writing to act on
behalf of the Holder, together with:

                  (a)   if such Definitive Note is being delivered to the
                        Trustee by a Holder, without transfer, to enable such
                        Holder to obtain a beneficial interest in a Global
                        Note, a certification from such Holder to that effect
                        (in substantially the form of Exhibit B hereto);
                        provided that such Holder provides a certification
                        that such Holder is otherwise permitted to hold a
                        beneficial interest in a Global Note;

                  (b)   if such Definitive Note is a Transfer Restricted
                        Security and is being transferred, certification,
                        substantially in the form of Exhibit B hereto, that
                        either (i) such Definitive Note is being transferred
                        to a "qualified institutional buyer" (as defined in
                        Rule 144A) in a transaction meeting the requirements
                        of Rule 144A, (ii) to an institutional "accredited
                        investor," within the meaning of Rule 501(a)(1), (2),
                        (3) or (7) under the Securities Act pursuant to a
                        private placement exemption from the registration
                        requirements of the Securities Act (based upon an
                        Opinion of

                                       24
<PAGE>   26
                        Counsel if the Company so requests), provided that the
                        Trustee receives a certification from such transferee
                        (in substantially the form of Exhibit C hereto), or
                        (iii) to a foreign person outside the U.S. pursuant to
                        an exemption from registration in a transaction meeting
                        the requirements of Regulation S under the Securities
                        Act (based upon an Opinion of Counsel if the Company so
                        requests), provided, that the Trustee receives a
                        certification from such transferor (in substantially the
                        form of Exhibit D hereto); and

                  (c)   whether or not such Definitive Note is a Transfer
                        Restricted Security, written instructions directing the
                        Trustee to cause, or directing the Note Custodian to
                        cause in accordance with the standing instructions and
                        procedures existing between the Depositary and the Note
                        Custodian, the aggregate principal amount of Notes
                        represented by the Global Note to be increased;

            then the Trustee shall cancel such Definitive Note in accordance
with Section 2.01 hereof and cause, or direct the Note Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Note Custodian, the aggregate principal amount of Notes
represented by the Global Note to be increased accordingly. If no Global Notes
are then outstanding, the Company shall issue and, upon receipt of an
authentication order in accordance with Section 2.02 hereof, and an agreement
with the Depositary in customary form and substance acceptable to the Trustee,
the Trustee shall authenticate a new Global Note in the appropriate principal
amount.

            (3) Transfer and Exchange of Global Notes. The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depositary, in accordance with this Indenture and the procedures of the
Depositary therefor, which shall include restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act; provided,
however, that neither the Trustee nor the Registrar shall have any obligation to
monitor or restrict the transfer of any beneficial interest in the Notes
transferable through the book-entry facilities of the Depositary.

            (4) Transfer of a Beneficial Interest in a Global Note for a
Definitive Note.

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

                        (i)   if such beneficial interest is being transferred
                              to the Person designated by the Depositary as
                              being the beneficial owner,

                                       25
<PAGE>   27
                              a certification from such Person to that effect
                              (in substantially the form of Exhibit B hereto);
                              or

                        (ii)  if such beneficial interest is being transferred
                              (A) to a "qualified institutional buyer" (as
                              defined in Rule 144A) in a transaction meeting the
                              requirements of Rule 144A or (B) pursuant to an
                              exemption from registration in a transaction
                              meeting the requirements of Rule 144 under the
                              Securities Act (based upon an Opinion of Counsel
                              if the Company so requests) or (C) pursuant to an
                              effective registration statement under the
                              Securities Act, a certification to that effect
                              from the transferor (in substantially the form of
                              Exhibit B hereto); or

                        (iii) if such beneficial interest is being transferred
                              to an institutional "accredited investor," within
                              the meaning of Rule 501(a)(1), (2), (3) or (7)
                              under the Securities Act pursuant to a private
                              placement exemption from the registration
                              requirements of the Securities Act (based upon an
                              Opinion of Counsel if the Company so requests), a
                              certification to that effect from such transferor
                              (in substantially the form of Exhibit B hereto)
                              and a certification from the applicable transferee
                              (in substantially the form of Exhibit C hereto);
                              or

                        (iv)  if such beneficial interest is being transferred
                              outside the U.S. to a foreign person pursuant to
                              an exemption from registration in a transaction
                              meeting the requirements of Regulation S under the
                              Securities Act (based upon an Opinion of Counsel
                              if the Company so requests), certifications to
                              that effect from such transferor (in substantially
                              the form of Exhibits B and D hereto); and

                        (v)   if such beneficial interest is being
                              transferred in reliance on another exemption
                              from the registration requirements of the
                              Securities Act (based upon an Opinion of
                              Counsel if the Company so requests), a
                              certification to that effect from such
                              transferor (in substantially the form of
                              Exhibits B and D hereto);

            then the Trustee or the Note Custodian, at the direction of the
Trustee, shall, in accordance with the standing instructions and procedures
existing between the Depositary and the Note Custodian, cause the aggregate
principal amount of Global Notes to be reduced accordingly and, following such
reduction, the Company shall execute and, upon receipt of an authentication
order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver to the transferee a Definitive Note in the appropriate principal amount.


                                       26
<PAGE>   28
                  (b)   Definitive Notes issued in exchange for a beneficial
                        interest in a Global Note pursuant to this Section
                        2.06(4) shall be registered in such names and in such
                        authorized denominations as the Depositary, pursuant
                        to instructions from its direct or indirect
                        participants or otherwise, shall instruct the
                        Trustee.  The Trustee shall deliver such Definitive
                        Notes to or as directed by the Persons in whose names
                        such Notes are so registered.

            (5) Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (6) of this Section 2.06), a Global Note may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

            (6) Authentication of Definitive Notes. If at any time:

                  (a)   the Company notifies the Trustee in writing that the
                        Depositary for the Notes is no longer willing or able to
                        act as Depositary for the Global Notes and a successor
                        Depositary for the Global Notes is not appointed by the
                        Company within 90 days after delivery of such notice; or

                  (b)   the Company, at its option, notifies the Trustee in
                        writing that it elects to cause the issuance of
                        Definitive Notes under this Indenture;

            then the Company will execute, and the Trustee, upon receipt of an
Officers' Certificate requesting the authentication and delivery of Definitive
Notes, will authenticate and deliver Definitive Notes, in an aggregate principal
amount equal to the principal amount of the Global Notes, in exchange for such
Global Notes and registered in such names as the Depositary shall instruct the
Trustee or the Company in writing.

            (7) Legends.

                  (a)   Except as permitted by the following paragraphs (c)
                        and (d), each Note certificate evidencing the Global
                        Notes and the Definitive Notes (and all Notes issued
                        in exchange therefor or substitution thereof) shall
                        bear a legend in substantially the following form
                        until after the second anniversary of the later of
                        the date of original issuance of the Note and the
                        last day on which the Company or any Affiliate of the
                        Company was the owner of such Note (or any
                        predecessor Note or any beneficial interest therein,
                        and which such date shall be certified to the Trustee
                        by the Company):

      "THE SECURITY (OR ITS PREDECESSORS) EVIDENCED HEREBY HAS NOT BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), AND THE

                                       27
<PAGE>   29
      SECURITY EVIDENCED HEREBY OR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT
      BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS
      SECURITY BY ITS ACQUISITION HEREOF, (A) REPRESENTS THAT IT IS (1) A
      "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT ("RULE 144A")) OR (2) NOT A U.S. PERSON AND IS ACQUIRING
      THIS NOTE OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
      THE SECURITIES ACT, (B) AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS
      TWO YEARS AFTER THE INITIAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON
      WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE
      (THE "RESALE RESTRICTION TERMINATION DATE") OFFER, SELL, PLEDGE OR
      OTHERWISE TRANSFER THIS SECURITY, EXCEPT (1) TO THE ISSUER, (2) PURSUANT
      TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
      INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A, IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S.
      PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL
      "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
      THE SECURITIES ACT), (6) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
      144 UNDER THE SECURITIES ACT OR (7) PURSUANT TO ANY OTHER AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND
      IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (5), (6) OR (7), BASED ON AN
      OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE
      FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES OR ANY OTHER APPLICABLE JURISDICTION AND (C) AGREES THAT IT WILL
      DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE FOREGOING RESTRICTIONS ON
      RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION
      DATE."

                  (b)   Each Global Note shall also bear the following legend:

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

                                       28
<PAGE>   30
      DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
      ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
      NEW YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
      TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
      THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      SUCH OTHER ENTITY AS MAY BE 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. THIS NOTE IS A GLOBAL NOTE WITHIN THE
      MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT
      BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF
      ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF
      EXCEPT IN THE CIRCUMSTANCES SET FORTH IN SECTION 2.06 OF THE INDENTURE,
      AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH
      THE RESTRICTIONS SET FORTH IN SECTION 2.06 OF THE INDENTURE. BENEFICIAL
      INTEREST IN THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE
      WITH SECTION 2.06 OF THE INDENTURE."

                  (c)   Each Temporary Regulation S Global Note shall also bear
                        the following legend:

      "THIS SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON (AS SUCH TERM
      IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR FOR THE ACCOUNT OR
      BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF THE OFFSHORE NOTES
      EXCHANGE DATE (AS DEFINED IN THE INDENTURE), AND NO TRANSFER OR EXCHANGE
      OF THIS SECURITY MAY BE MADE FOR AN INTEREST IN A CERTIFICATED SECURITY
      UNTIL AFTER THE LATER OF THE DATE OF EXPIRATION OF THE OFFSHORE NOTES
      EXCHANGE DATE AND THE DATE ON WHICH THE PROPER REQUIRED CERTIFICATION
      RELATING TO SUCH INTEREST HAS BEEN PROVIDED IN ACCORDANCE WITH THE TERMS
      OF THE INDENTURE, TO THE EFFECT THAT THE BENEFICIAL OWNER OR OWNERS OF
      SUCH INTEREST ARE NOT U.S. PERSONS."

                  (d)   Upon any sale or transfer of a Transfer Restricted
                        Security (including any Transfer Restricted Security
                        represented by a

                                       29
<PAGE>   31
                        Global Note) pursuant to Rule 144 under the Securities
                        Act or an effective registration statement under the
                        Securities Act:

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

                        (ii)  in the case of any Transfer Restricted Security
                              represented by a Global Note, such Transfer
                              Restricted Security shall not be required to bear
                              the legend set forth in clause (a) above if all
                              other interests in such Global Note have been or
                              are concurrently being sold or transferred
                              pursuant to Rule 144 under the Securities Act or
                              pursuant to an effective registration statement
                              under the Securities Act, but such Transfer
                              Restricted Securities shall continue to be subject
                              to the provisions of Section 2.06(3) hereof;
                              provided, however, that with respect to any
                              request for an exchange of a Transfer Restricted
                              Security that is represented by a Global Note for
                              a Definitive Note that does not bear a legend set
                              forth in clause (a) above, which request is made
                              in reliance upon Rule 144, the Holder thereof
                              shall certify in writing to the Registrar that
                              such request is being made pursuant to Rule 144
                              (such certification to be substantially in the
                              form of Exhibit B hereto).

                  (e)   Notwithstanding the foregoing, upon consummation of
                        the Exchange Offer, the Company shall issue and, upon
                        receipt of an authentication order in accordance with
                        Section 2.02 hereof, the Trustee shall authenticate
                        Series B Notes in exchange for Series A Notes
                        accepted for exchange in the Exchange Offer, which
                        Series B Notes shall not bear the legend set forth in
                        clause (a) above, and the Registrar shall rescind any
                        restriction on the transfer of such Notes, in each
                        case unless the Holder of such Series A Notes is
                        either (A) a broker-dealer, (B) a Person
                        participating in the distribution (within the meaning
                        of the Securities Act) of the Series A Notes or (C) a
                        Person who is an affiliate (as defined in Rule 501
                        under the Securities Act) of the Company.  The
                        Company shall identify to the Trustee such Holders of
                        the Notes in a written certification signed by an
                        Officer of the Company and, absent certification from
                        the Company to such effect, the Trustee shall assume
                        that there are no such Holders.


                                       30
<PAGE>   32
                  (f)   By its acceptance of any Note bearing the legend set
                        forth in Section 2.06(7)(a) hereof, each Holder of such
                        a Note acknowledges the restrictions on transfer of such
                        Note set forth in this Indenture and in such legend and
                        agrees that it will transfer such Note only as provided
                        in this Indenture.

            (8) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for
Definitive Notes, redeemed, repurchased or canceled, the principal amount of
Notes represented by such Global Note shall be reduced and an endorsement shall
be made on such Global Note (or the principal amount of such Global Note shall
otherwise be reduced in accordance with standard practices of the Note Custodian
and the Depositary), by the Trustee or the Note Custodian, at the direction of
the Trustee to reflect such reduction.

            (9) General Provisions with Respect to Transfer and Exchange.

                  (a)   To permit registration of transfers and exchanges, the
                        Company shall execute and the Trustee shall
                        authenticate, pursuant to the terms of this Indenture,
                        Definitive Notes and Global Notes at the Registrar's
                        request.

                  (b)   No service charge shall be made to a Holder 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 charges payable upon
                        exchange or transfer pursuant to Section 2.09, 3.01,
                        4.12, 4.13, and 9.05 hereof).

                  (c)   Neither the Company nor the Registrar shall be required
                        to register the transfer or exchange of any Note
                        selected for redemption in whole or in part, except the
                        unredeemed portion of any Note being redeemed in part.

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

                  (e)   The Company shall not be required to issue or register
                        the transfer or exchange of Notes during a period
                        beginning at the opening of 15 days before the day of
                        any selection of Notes for redemption

                                       31
<PAGE>   33
                        under Section 3.02 hereof and ending at the close of
                        business on the day of selection.

                  (f)   Prior to due presentment for registration of 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,
                        premium, if any, interest on and Liquidated Damages,
                        if any, with respect to such Note, and neither the
                        Trustee, any Agent nor the Company shall be affected
                        by notice to the contrary.

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

                  (h)   Neither the Company nor the Trustee shall be liable
                        for any delay by the Depositary in identifying the
                        beneficial owners of the Notes and each such Person
                        may conclusively rely on, and shall be protected in
                        relying on, instructions from the Depositary for all
                        purposes (including with respect to the registration
                        and delivery, and the respective principal amounts,
                        of any Notes to be issued).

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

            SECTION 2.07 Replacement Notes. If any mutilated Note is surrendered
to the Company or the Trustee, or the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Note, and there
is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute, and upon its written request, the Trustee
shall authenticate and make available for delivery, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note
of like tenor and principal amount, bearing a number not contemporaneously
outstanding.

            In any case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to

                                       32
<PAGE>   34
Article III hereof, the Company in its discretion may, instead of issuing a new
Note, pay or purchase such Note, as the case may be.

            Upon the issuance of new Notes under this Section 2.07, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

            Every new Note issued pursuant to this Section 2.07 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all benefit of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

            The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

            SECTION 2.08 Outstanding Notes; Determinations of Holders' Action.
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
referred to in Section 2.07 hereof, or purchased by the Company pursuant to
Article III hereof and those described in this Section 2.08 as not outstanding.
A Note does not cease to be outstanding because the Company or an Affiliate
thereof holds the Note; provided, however, that in determining whether the
holders of the requisite principal amount of Notes have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company, any other Obligor upon the Notes or any
Affiliate of the Company or such other Obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon such request, demand, authorization, direction,
notice, consent or waiver, only Notes which a Trust Officer of the Trustee knows
based upon an examination of the Register to be so owned shall be so
disregarded. Subject to the foregoing, only Notes outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles VI and IX hereof).

            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 Paying Agent (other than the Company) holds, in accordance
with this Indenture, at maturity or on a Redemption Date, money sufficient to
pay the Notes payable on that date, then immediately on the date of maturity or
such Redemption Date, as the case may be, such Notes shall cease to be
outstanding and interest, if any, on such Notes shall cease to accrue.

            SECTION 2.09 Temporary Notes. Pending the preparation of Definitive
Notes, the Company may execute, and upon receipt of an Officers' Certificate
from the Company, the Trustee shall authenticate and make available for
delivery, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized

                                       33
<PAGE>   35
denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers of the Company executing such
Notes may determine, as conclusively evidenced by their execution of such Notes.

            If temporary Notes are issued, the Company will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 2.03 hereof, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Company shall execute and the Trustee, upon receipt of an Officers'
Certificate from the Company, shall authenticate and make available for delivery
in exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

            SECTION 2.10 Cancellation. All Notes surrendered for payment,
purchase by the Company, redemption by the Company pursuant to Article III
hereof, or registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and made available for delivery
hereunder which the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Trustee. The Company may
not reissue, or issue new Notes to replace Notes it has paid or delivered to the
Trustee for cancellation. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section 2.10, except as
expressly permitted by this Indenture. All canceled Notes held by the Trustee
shall be destroyed by the Trustee.

            SECTION 2.11 CUSIP Number. The Company, in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and the Trustee shall use CUSIP
numbers in notices of redemption or exchange as a convenience to Holders;
provided that any such notice shall state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption or exchange and that reliance may be placed only on
the other identification number printed on the Notes and any redemption shall
not be affected by any defect in or omission of such numbers.

            SECTION 2.12 Defaulted Interest. If the Company defaults on a
payment of interest on the Notes, it shall pay the defaulted interest (as
provided in the form of Note attached hereto as Exhibit A), plus (to the extent
lawful) any interest payable on the defaulted interest (as provided in Section
4.01 hereof), to the Persons who are Holders on a subsequent special record
date, and such special record date, as used in this Section 2.12 with respect to
the payment of any defaulted interest, shall mean the 15th day next preceding
the date fixed by the Company for the payment of defaulted interest, whether or
not such day is a Business Day. At least 15 days before the subsequent special
record date, the Company shall mail to each Holder and to the Trustee a notice
that states the subsequent special record date, the payment date and the amount
of defaulted interest to be paid. The Company may also pay defaulted interest in
any other lawful manner.


                                       34
<PAGE>   36
            SECTION 2.13 Liquidated Damages Under Registration Rights Agreement.
Under certain circumstances, the Company shall be obligated to pay certain
Liquidated Damages to the Holders, all as set forth in Section 2 of the
Registration Rights Agreement. In any such case, and for all purposes hereunder,
the Trustee shall rely conclusively upon the Company's certification as to the
existence and amount of any obligation to pay any such Liquidated Damages, and
as to any other matters pertaining thereto.

                                  ARTICLE III
                                   REDEMPTION

            SECTION 3.01 Right to Redeem; Notices to Trustee. At any time on and
after June 15, 2006, the Company, at its option, may redeem the Notes for cash
in accordance with this Article III and the provisions of paragraph 5 of the
Notes. If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, it shall notify the Trustee in writing of the Redemption Date, the
principal amount of Notes to be redeemed and the Redemption Price.

            The Company shall give the notice to the Trustee provided for in
this Section 3.01 at least 45 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee).

            SECTION 3.02 Selection of Notes to be Redeemed. If less than all the
outstanding Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed by lot or, if such method is prohibited by the rules of any
stock exchange on which the Notes are then listed, any other method the Trustee
considers reasonable. The Trustee shall make the selection at least 30 but not
more than 60 days before the Redemption Date from outstanding Notes not
previously called for redemption. Notes and portions of them the Trustee selects
shall be in principal amount of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.

            SECTION 3.03 Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail or cause to be
mailed a notice of redemption by first-class mail, postage prepaid, to each
Holder of Notes to be redeemed at the Holder's last address as it shall appear
on the registry book. A copy of such notice shall be mailed to the Trustee on
the same day the notice is mailed to Holders of Notes.

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

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) the CUSIP number (subject to the provisions of Section 2.11
hereof);

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


                                       35
<PAGE>   37
            (5) that Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

            (6) if fewer than all the outstanding Notes are to be redeemed, the
identification and principal amounts of the particular Notes to be redeemed; and

            (7) that, unless the Company defaults in making such redemption
payment, together with accrued and unpaid interest and Liquidated Damages, if
any, to the Redemption Date, interest will cease to accrue on Notes called for
redemption on and after the Redemption Date.

            At the Company's written request, made at least 45 days prior to the
Redemption Date, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense; provided, however, that in all
cases, the text of such notice of redemption shall be prepared or approved by
the Company and the Trustee shall have no responsibility whatsoever with regard
to such notice being accurate or correct.

            SECTION 3.04 Effect of Notice of Redemption. Once notice of
redemption is given, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon the later of the Redemption
Date and the date such Notes are surrendered to the Paying Agent, such Notes
called for redemption shall be paid at the Redemption Price, if money sufficient
for that purpose has been deposited as provided in Section 3.05 hereof.

            Notice of redemption shall be deemed to be given when mailed in the
manner provided in Section 3.03 hereof, whether or not the Holder receives the
notice. In any event, failure to give such notice, or any defect therein, shall
not affect the validity of the proceedings for the redemption of the Notes.

            SECTION 3.05 Deposit of Redemption Price. Prior to the Redemption
Date, the Company shall deposit with the Paying Agent (or if the Company or a
Subsidiary or an Affiliate of either of them is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of all
Notes to be redeemed on that date other than Notes or portions of Notes called
for redemption which prior thereto have been delivered by the Company to the
Trustee for cancellation.

            SECTION 3.06 Notes Redeemed in Part. Upon surrender of a Note that
is redeemed in part, the Company shall execute, and the Trustee shall
authenticate at the expense of the Company and make available for delivery to
the Holder, a new Note in an authorized denomination equal in principal amount
to the unredeemed portion of the Note surrendered.

                                   ARTICLE IV
                                    COVENANTS

            SECTION 4.01 Payment of Notes. The Company shall pay the principal
of, premium, if any, interest on (including interest accruing on or after the
filing of a petition in bankruptcy or reorganization relating to the Company,
whether or not a claim for post-filing

                                       36
<PAGE>   38
interest is allowed in such proceeding) and Liquidated Damages, if any, with
respect to the Notes on (or prior to) the dates and in the manner provided in
the Notes or pursuant to this Indenture. An installment of principal of,
premium, if any, and interest on the Notes shall be considered paid on the
applicable date due if on such date the Trustee or the Paying Agent shall have
received before 12:00 noon on such date and shall then hold, in accordance with
this Indenture, money sufficient to pay all of such installment then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement. If any
Liquidated Damages become payable, the Company shall not later than three (3)
Business Days prior to the date that any payment of Liquidated Damages is due
(i) deliver an Officers' Certificate to the Trustee setting forth the amount of
Liquidated Damages payable to Holders and (ii) instruct the Paying Agent to pay
such amount of Liquidated Damages to Holders entitled to receive such Liquidated
Damages. The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest and Liquidated Damages, if
any (including interest accruing on or after the filing of a petition in
bankruptcy or reorganization relating to the Company whether or not a claim for
post-filing interest is allowed in such proceeding), to the extent lawful at 2%
above the rate per annum borne by the Notes, which interest on overdue interest
shall accrue from the date such amounts became overdue.

            SECTION 4.02 Reports.

            (1) Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes (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" that describes the
financial condition and results of operations of the Company and its
Subsidiaries and, with respect to the annual information only, a report thereon
by the Company's independent certified public accountants and (ii) 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 will file a copy of all such information
with the SEC for public availability (unless the SEC will not accept such
filing) and make such information available to investors or prospective
investors who request it in writing.

            (2) If the Company is not subject to and in compliance with the
informational requirements of Sections 13 or 15(d) of the Exchange Act at any
time while the Notes constitute "restricted securities" within the meaning of
the Securities Act, it will furnish to the Holders of the Notes and prospective
purchasers of the Notes designated by Holders of the Notes, upon their request,
the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act until such time as the Company either exchanges all of the Notes
for the Exchange Notes or has registered under the Securities Act and continues
to maintain a registration statement with respect to the resale of all of the
Notes pursuant to the Registration Rights Agreement.

            (3) Upon qualification of this Indenture under the TIA, the Company
shall also comply with the provisions of TIA Section 314(a).


                                       37
<PAGE>   39
            (4) For so long as any Transfer Restricted Securities remain
outstanding, the Company shall, if it is not subject to and in compliance with
the informational requirements of Section 13 or 15(d) of the Exchange Act,
furnish to all Holders or beneficial owners of Notes and prospective purchasers
of the Notes designated by the Holders of Transfer Restricted Securities, upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

            (5) The Company shall deliver directly, or shall at its own expense
provide the Trustee with a sufficient number of copies thereof for delivery at
the Company's expense by the Trustee, all reports and other documents and
information that the Company may be required to deliver to the Holders under
this Section 4.02.

            SECTION 4.03 Compliance Certificates.

            (1) The Company shall deliver to the Trustee within 90 days after
the end of each of the Company's fiscal years an Officers' Certificate executed
by Officers of the Company, stating whether or not the signers know of any
Default or Event of Default. Such certificate shall contain a certification from
the principal executive officer, principal financial officer or principal
accounting officer of the Company as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 4.03(1), such compliance shall be determined without regard to
any period of grace or requirement of notice provided under this Indenture. If
they do know of such a Default or Event of Default, the certificate shall
describe any such Default or Event of Default, and its status.

            (2) So long as not contrary to the then current recommendation of
the American Institute of Certified Public Accountants as certified by the
Company to the Trustee in an Officers' Certificate, the Company shall deliver to
the Trustee within 125 days after the end of each fiscal year a written
statement by the Company's independent certified public accountants stating (a)
that their audit examination has included a review of the terms of this
Indenture and the Notes as they relate to accounting matters, and (b) whether,
in connection with their audit examination, any Default has come to their
attention and, if such a Default has come to their attention, specifying the
nature and period of the existence thereof; provided, however, that the
independent certified public accountants delivering such statement shall not be
liable in respect of such statement by reason of any failure to obtain knowledge
of any such Default or Event of Default that would not be disclosed in the
course of an audit examination conducted in accordance with GAAP.

            (3) The Company shall deliver to the Trustee as soon as possible and
in any event within 15 days after the Company becomes aware of the occurrence of
each Default or Event of Default, which is continuing, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company proposes to take with respect thereto.

            (4) Delivery of reports, and other documents and information to the
Trustee pursuant to this Indenture is for informational purposes only and the
Trustee's receipt of such documents and information shall not constitute
constructive notice of any information contained therein, including the
Company's compliance with any of its covenants under this Indenture (as to which
the Trustee is entitled to rely conclusively on Officers' Certificates delivered
to it).


                                       38
<PAGE>   40
            SECTION 4.04 Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

            SECTION 4.05 Maintenance of Office or Agency. The Company will
maintain or cause to be maintained an office or agency of the Trustee, Registrar
and Paying Agent where Notes may be presented or surrendered for payment, where
Notes may be surrendered for registration of transfer, exchange or redemption
and where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The corporate trust office of the Trustee at the
address specified in Section 11.02 hereof shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of any change of location of such office or agency. If at
any time the Company shall fail to maintain or cause to be maintained any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 11.02 hereof.

            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. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in location of any such other office or agency.

            SECTION 4.06 Limitation on Restricted Payments. The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: (i) declare or pay any dividend on, or make any distribution in
respect of the Company's or any of its Restricted Subsidiaries' Capital Stock or
other Equity Interests, except to the extent any such dividend or other
distribution is (a) actually received by the Company or a Restricted Subsidiary
thereof or (b) payable solely in shares of Capital Stock or other Equity
Interests (other than Redeemable Stock or Capital Stock convertible into any
security other than such Capital Stock) of the Company or such Restricted
Subsidiary, as the case may be; (ii) purchase, redeem or otherwise acquire or
retire for value any Capital Stock or other Equity Interests of the Company or
any of its Restricted Subsidiaries (other than Capital Stock or other Equity
Interests held by the Company or any Wholly-Owned Subsidiary of the Company that
is a Restricted Subsidiary); (iii) prepay, repay, purchase, repurchase, redeem,
defease or otherwise acquire or retire for value, prior to a scheduled repayment
date, scheduled mandatory sinking fund payment date or maturity date any
Indebtedness of the Company that is subordinate in right of payment to the Notes
(other than in connection with any refinancing of such Indebtedness permitted by
this Indenture); or (iv) make any Investment other than Permitted Investments
(each such action described in any of clauses (i) through (iv) above being
referred to as a "Restricted Payment"), if, at the time of such Restricted
Payment:

            (1) a Default or Event of Default shall have occurred and be
continuing or shall occur as a consequence thereof;

            (2) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments declared or made on or after the date of this
Indenture (including, without duplication, Restricted Payments described in the
next succeeding paragraph), exceeds the sum

                                       39
<PAGE>   41
of (A) 50% of the cumulative Consolidated Net Income of the Company for the
period commencing on July 5, 1998 through the last day of the fiscal quarter
immediately preceding the date of such proposed Restricted Payment (provided
that if the amount of such cumulative Consolidated Net Income divided by the
number of full fiscal quarters of the Company in the applicable period exceeds
$5,250,000, then such amount shall equal (i) 50% of the product of $5,250,000
multiplied by the number of full fiscal quarters in such period plus (ii) 75% of
the amount in excess of the product of $5,250,000 multiplied by the number of
full fiscal quarters in such period) (or, if the cumulative Consolidated Net
Income of the Company shall be a deficit, minus 100% of such deficit); (B) the
aggregate net cash proceeds, and the Fair Market Value of any property other
than cash, if any, received by the Company (other than from a Restricted
Subsidiary of the Company) from the issuance and sale at any time after May 1,
1998 of either Capital Stock of the Company (other than Redeemable Stock or any
Capital Stock convertible into any security other than such Capital Stock) or
Indebtedness that is convertible into Capital Stock of the Company (other than
Redeemable Stock or any Capital Stock convertible into any security other than
such Capital Stock), to the extent such Indebtedness is actually converted into
such Capital Stock; (C) an amount equal to any cash and the Fair Market Value
(at the time of receipt) of other assets received by the Company or any of its
Restricted Subsidiaries after the date of this Indenture as a dividend or other
distribution from any Unrestricted Subsidiary; and (D) the Fair Market Value of
any Investment held by either the Company or any Restricted Subsidiary of the
Company in any Unrestricted Subsidiary at the time such Unrestricted Subsidiary
is redesignated as a Restricted Subsidiary in accordance with the provisions of
this Indenture; or

            (3) the Company could not incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Cash Flow Coverage Ratio test set
forth in the first paragraph of Section 4.08 hereof.

            The foregoing provisions shall not prohibit, so long as no Default
or Event of Default shall have occurred and be continuing or shall occur as a
consequence thereof, (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at such date of declaration such payment would
have complied with the provisions of this Indenture; (ii) the declaration and
payment by a Reporting Subsidiary of the Company of dividends on its common
stock to all holders of such common stock on a pro rata basis out of funds
legally available for the payment of dividends; provided that the amount of such
dividends in any fiscal year of such Reporting Subsidiary shall not exceed 25%
of the Consolidated Net Income of such Reporting Subsidiary for the immediately
preceding fiscal year; (iii) the purchase, redemption, acquisition, cancellation
or other retirement for value of shares of Capital Stock of the Company, options
to purchase such shares or related stock appreciation rights or similar
securities held by current or former officers, employees or directors (or their
estates or beneficiaries under their estates) of the Company or any Restricted
Subsidiary; provided that the aggregate consideration paid for such purchase,
redemption, cancellation or other retirement after the date hereof does not
exceed $7,500,000 in the aggregate in any fiscal year of the Company; or (iv)
the redemption, repurchase, defeasance or other acquisition or retirement for
value of Indebtedness of the Company that is subordinated in right of payment to
the Notes in exchange for, or out of the proceeds of a substantially concurrent
offering of, shares of Capital Stock of the Company (other than Redeemable Stock
or any Capital Stock convertible into any security other than such Capital
Stock).


                                       40
<PAGE>   42
            The amount of any dividend or other distribution (other than cash)
shall be equal to the Fair Market Value of the asset(s) proposed to be
transferred by the Company or such Subsidiary of the Company, as the case may
be, pursuant to such dividend or other distribution.

            SECTION 4.07 Limitation on Other Senior Subordinated Indebtedness.
The Company shall not incur, issue, create, assume, guarantee or otherwise
become directly or indirectly liable for any Indebtedness that is contractually
subordinated in right of payment to any Senior Indebtedness and contractually
senior in right of payment to the Notes.

            SECTION 4.08 Limitation on Additional Indebtedness. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable with respect to (each, an "incurrence") any
Indebtedness, including, without limitation, Acquired Indebtedness; provided,
however, that the Company may incur Indebtedness if (i) no Default or Event of
Default shall have occurred and be continuing at the time or after giving effect
to the incurrence of such Indebtedness and (ii) the Consolidated Cash Flow
Coverage Ratio of the Company for the four full fiscal quarters ending
immediately prior to the date of the incurrence of such additional Indebtedness
is at least 2.0 to 1.0.

            The foregoing limitations set forth in this Section 4.08 shall not
apply, without duplication, to:

            (i) Existing Indebtedness;

            (ii) Indebtedness of the Company represented by the Notes (not to
exceed $250,000,000 aggregate principal amount for purposes of this clause
(ii));

            (iii) Indebtedness of the Company and its Restricted Subsidiaries
under the Company Credit Facility, provided that the aggregate principal amount
of Indebtedness (including the available undrawn amount of any letters of credit
issued thereunder) so incurred on any date, together with all other Indebtedness
incurred pursuant to this clause (iii) and outstanding on such date, shall not
exceed the greater of (a) $75,000,000 and (b) the sum of 85% of Eligible
Receivables of the Company and its Subsidiaries plus 65% of Eligible Inventory
of the Company and its Subsidiaries;

            (iv) Indebtedness of (a) Broan-NuTone Canada, Inc. and any Canadian
Subsidiaries which are Restricted Subsidiaries under the Broan-NuTone Canada,
Inc. Credit Facility, provided that (1) the aggregate outstanding principal
amount (including the available undrawn amount of any letters of credit issued
thereunder) so incurred on any date, together with all other Indebtedness
incurred pursuant to this clause (iv) and outstanding on such date, shall not
exceed the greater of (x) $50,000,000 (Canadian) and (y) the sum of 85% of
Eligible Receivables of Broan-NuTone Canada, Inc. and the Canadian Subsidiaries
which are Restricted Subsidiaries plus 65% of Eligible Inventory of Broan-NuTone
Canada, Inc. and the Canadian Subsidiaries which are Restricted Subsidiaries
(but without duplication of any such Eligible Receivables or Eligible Inventory
of Broan-NuTone Canada, Inc. and the Canadian Subsidiaries used as a basis to
incur Indebtedness pursuant to clause (iii) above) and (2) such Indebtedness
shall be secured only by Liens on assets of Broan-NuTone Canada, Inc. and the
Canadian Subsidiaries which are

                                       41
<PAGE>   43
Restricted Subsidiaries, and (b) the Company under its limited guarantee of not
more than $30,000,000 (Canadian) of the Indebtedness of Broan-NuTone Canada,
Inc. and the Canadian Subsidiaries under the Broan-NuTone Canada, Inc. Credit
Facility;

            (v) Indebtedness of NuTone and any NuTone Subsidiary not exceeding
at any time $6,000,000 in aggregate outstanding principal amount and, if
secured, secured only by Liens on assets of NuTone and any NuTone Subsidiary;

            (vi) Indebtedness of the Company to any of its Wholly-Owned
Subsidiaries that is a Restricted Subsidiary (provided that such Indebtedness is
contractually subordinated in right of payment to the Notes) or Indebtedness of
any Subsidiary of the Company that is a Restricted Subsidiary to the Company or
to any other Wholly-Owned Subsidiary of the Company that is a Restricted
Subsidiary; provided that if the Company or any of its Restricted Subsidiaries
incurs Indebtedness to a Wholly-Owned Subsidiary of the Company that is a
Restricted Subsidiary which, at any time after such incurrence, ceases to be a
Wholly-Owned Subsidiary or ceases to be a Restricted Subsidiary, then all such
Indebtedness in excess of the amount of Allowable Subsidiary Loans shall be
deemed to have been incurred at the time such former Wholly-Owned Subsidiary
ceases to be a Wholly-Owned Subsidiary of the Company or ceases to be a
Restricted Subsidiary;

            (vii) Indebtedness of the Company and its Restricted Subsidiaries
under Interest Rate Agreements, Currency Agreements and Commodity Agreements;
provided that (a) in the case of Interest Rate Agreements, such Interest Rate
Agreements relate to Indebtedness permitted to be incurred under this Indenture
and the notional principal amount of the obligations of the Company and its
Restricted Subsidiaries under such Interest Rate Agreements does not exceed the
principal amount of such Indebtedness, and (b) in the case of Currency
Agreements that relate to other Indebtedness, such Currency Agreements do not
increase the Indebtedness of the Company and its Restricted Subsidiaries
outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

            (viii) Indebtedness of the Company and its Restricted Subsidiaries
incurred in the ordinary course of business under guaranties of Indebtedness of
suppliers, licensees, franchisees or customers;

            (ix) Indebtedness incurred by the Company and its Restricted
Subsidiaries consisting of Purchase Money Obligations and Capital Lease
Obligations not exceeding at any time $30,000,000 in aggregate outstanding
principal amount;

            (x) Acquired Indebtedness incurred by a Restricted Subsidiary of the
Company to the extent such Indebtedness could have been incurred by the Company
under the Consolidated Cash Flow Coverage Ratio test set forth in the first
paragraph of this Section 4.08, after giving pro forma effect to the acquisition
of such Restricted Subsidiary by the Company;

            (xi) Indebtedness of any Restricted Subsidiary existing at the time
of the designation of such Subsidiary as a Restricted Subsidiary in accordance
with the terms of this Indenture if immediately prior to such designation such
Subsidiary was an Unrestricted

                                       42
<PAGE>   44
Subsidiary; provided that, after giving pro forma effect to such designation,
such Indebtedness could have been incurred by the Company under the limitations
set forth in the preceding paragraph of this Section 4.08; and provided,
further, that none of the Company or any of its other Restricted Subsidiaries
shall provide credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness), or otherwise be at any time,
directly or indirectly liable (as a guarantor or otherwise), for such existing
Indebtedness, except to the extent the Company or any of its Restricted
Subsidiaries could become so liable in accordance with the provisions of this
Section 4.08 (other than solely in accordance with clause (vi) above or this
clause (xi));

            (xii) Indebtedness of the Company and its Restricted Subsidiaries in
respect of performance bonds, bankers' acceptances, letters of credit,
short-term overdraft facilities and surety or appeal bonds provided in the
ordinary course of business;

            (xiii) Indebtedness of (a) Nortek Holding B.V. and its Subsidiaries
arising out of advances on exports, advances on imports, advances on trade
receivables, factoring of receivables and similar transactions in the ordinary
course of business and, if secured, secured only by Liens on assets of Nortek
Holding B.V. Limited and its Subsidiaries and (b) the Company under its limited
guarantee of not more than $20,000,000 of any such Indebtedness of Nortek (UK)
Limited and its Subsidiaries;

            (xiv) other Indebtedness of the Company and its Restricted
Subsidiaries not to exceed at any time $35,000,000 in aggregate outstanding
principal amount;

            (xv) Liens permitted under Section 4.10 hereof; and

            (xvi) Indebtedness ("Refinancing Indebtedness") created, incurred,
issued, assumed or guaranteed in exchange for, or the proceeds of which are used
to extend, refinance, renew, replace, substitute or refund ("refinance"),
Indebtedness described in the preceding paragraph or referred to in clauses (i)
through (xiv) above; provided, however, that (a) the principal amount of such
Refinancing Indebtedness (or if such Refinancing Indebtedness is issued at a
price less than the principal amount thereof, the original issue amount of such
Refinancing Indebtedness), together with the principal amount of any remaining
Indebtedness under the agreement or instrument governing the Indebtedness being
refinanced, (1) in the case of Refinancing Indebtedness incurred to refinance
Indebtedness permitted to be incurred under any of clauses (iii) through (v) and
(xiv) above, shall not, when added to all other Indebtedness outstanding under
such clause, exceed the aggregate amount of Indebtedness permitted to be
incurred under such clause (plus accrued interest on the Indebtedness to be
refinanced and the amount of reasonable expenses, costs and fees and the amount
of prepayment premiums and penalties incurred in connection with the refinancing
thereof), and (2) in the case of Refinancing Indebtedness incurred to refinance
Indebtedness permitted to be incurred under any of clauses (i), (ii) and (vi)
through (xiii) above, shall not exceed the aggregate amount of such Indebtedness
outstanding at the time of such refinancing, in each case, after giving effect
to any mandatory reductions in principal or other repayments required under the
agreement or instrument governing such Indebtedness (plus accrued interest on
the Indebtedness to be refinanced and the amount of reasonable expenses, costs
and fees and the amount of prepayment premiums and penalties incurred in
connection with the refinancing thereof); (b) such Refinancing Indebtedness


                                       43
<PAGE>   45
shall be subordinated in right of payment to the Notes at least to the same
extent as the Indebtedness to be refinanced; (c) such Refinancing Indebtedness
shall have an Average Life and Stated Maturity equal to, or greater than, the
Average Life and Stated Maturity of the Indebtedness to be refinanced at the
time of such incurrence; (d) the proceeds of such Refinancing Indebtedness, if
incurred by a Restricted Subsidiary of the Company, shall not be used to
refinance Indebtedness of the Company or another Subsidiary of the Company; and
(e) the incurrence of any such Refinancing Indebtedness is substantially
simultaneous with the refinancing of the Indebtedness to be refinanced.

            For purposes of this Section 4.08, the accretion of original issue
discount on Indebtedness shall not be deemed to be an incurrence of
Indebtedness.

            SECTION 4.09 Limitation on Sale or Issuance of Preferred Stock of
Restricted Subsidiaries. The Company shall not (i) permit any of its Restricted
Subsidiaries to issue or sell to any Person except the Company or a Wholly-Owned
Subsidiary of the Company that is a Restricted Subsidiary any preferred stock of
any Restricted Subsidiary, or (ii) sell or otherwise convey or dispose of, or
permit any of its Wholly-Owned Subsidiaries that is a Restricted Subsidiary to
sell or otherwise convey or dispose of, any such preferred stock so issued or
sold to the Company or any of its Wholly-Owned Subsidiaries that is a Restricted
Subsidiary (except to the issuer thereof, the Company or any of its other
Wholly-Owned Subsidiaries that is a Restricted Subsidiary).

            SECTION 4.10 Limitation on Liens. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien on (i) any Principal Property,
(ii) any shares of Capital Stock of any Restricted Subsidiary of the Company
held by the Company or (iii) any Indebtedness owed by any Restricted Subsidiary
of the Company to the Company if, in the case of clause (i), (ii) or (iii), such
Lien secures Indebtedness or any other obligation or liability which is pari
passu in right of payment with the Notes or subordinated in right of payment to
the Notes without making effective provision for all of the Notes and all other
amounts due under this Indenture to be directly secured equally and ratably with
(or, if the Indebtedness or other obligation or liability to be secured by such
Lien is subordinated in right of payment to the Notes, prior to) the
Indebtedness or other obligation or liability secured by such Lien.

            The foregoing limitation set forth in this Section 4.10 shall not
apply to:

            (i) Liens existing on the date of this Indenture;

            (ii) Liens with respect to the assets of a Restricted Subsidiary of
the Company granted by such Restricted Subsidiary to the Company to secure
Indebtedness owing to the Company;

            (iii) Liens in respect of Indebtedness permitted by clause (xii) of
Section 4.08 hereof;

            (iv) Liens securing Refinancing Indebtedness incurred to refinance
Indebtedness that has been secured by a Lien permitted under this Indenture;
provided that such Liens do not

                                       44
<PAGE>   46
extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so refinanced; and

            (v) Permitted Liens.

            SECTION 4.11 Limitation on Certain Restrictions Affecting
Subsidiaries. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or enter into or otherwise cause
or permit to exist or become effective any agreement with any Person that would
cause any consensual encumbrance or restriction on the ability of any such
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock or any other interest or participation in, or measured by, its
profits, owned by the Company or any of its Restricted Subsidiaries, (ii) pay or
repay any Indebtedness owed to the Company or any of its Restricted Subsidiaries
which owns Equity Interests in such Restricted Subsidiary, (iii) make loans or
advances to the Company or any of its Restricted Subsidiaries which owns Equity
Interests in such Restricted Subsidiary, (iv) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries which owns Equity
Interests in such Restricted Subsidiary, or (v) guarantee any Indebtedness of
the Company or any other Restricted Subsidiary of the Company except, in each
case, for such encumbrances or restrictions existing under or by reason of (a)
applicable law, (b) this Indenture, (c) customary non-assignment provisions of
any lease governing a leasehold interest of the Company or any of its Restricted
Subsidiaries, (d) any instrument governing Indebtedness of a Person acquired by
the Company or any of its Restricted Subsidiaries at the time of such
acquisition, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person so acquired,
(e) agreements existing as of the date of this Indenture, (f) the Company Credit
Facility, (g) the Ply Gem Credit Facility, (h) the Broan-NuTone Canada, Inc.
Credit Facility, (i) any other agreement pursuant to which any Restricted
Subsidiary of the Company incurs Indebtedness in accordance with Section 4.08
hereof and (j) any agreement effecting a refinancing of Indebtedness issued
pursuant to any agreement or instrument referred to in clause (d), (e), (f),
(g), (h) or (i) above; provided that the terms and conditions of any such
encumbrances and restrictions are not materially less favorable to the Holders
than those under the agreement or instrument evidencing the Indebtedness being
refinanced.

            The foregoing shall not restrict the ability of any Restricted
Subsidiary of the Company to grant any Lien to the extent otherwise permitted in
this Indenture.

            SECTION 4.12 Repurchase Upon Change of Control. Upon the occurrence
of a Change of Control, each Holder shall have the right to require the
repurchase of all or any part of such Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase (the "Change of Control
Payment").

            Immediately following any Change of Control, the Company shall mail
a notice to the Trustee and to each Holder stating: (1) that the Change of
Control Offer is being made pursuant to this Section 4.12 and that all Notes
tendered will be accepted for payment; (2) the amount of the Change of Control
Payment and the purchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed) (the "Change of Control


                                       45
<PAGE>   47
Payment Date"); (3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in the payment thereof, all Notes accepted
for payment pursuant to the Change of Control Offer shall cease to accrue
interest on and after the Change of Control Payment Date; (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes to be purchased to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders will
be entitled to withdraw Notes they have tendered on the terms and conditions set
forth in such notice (but in no event later than the Business Day prior to the
Change of Control Payment Date); and (7) that Holders whose Notes are being
purchased only in part will be issued (or book-entry notation made with respect
thereto) new Notes equal in principal amount to the unpurchased portion of the
Notes tendered; provided that the portion of each Note purchased and each such
new Note issued (or book-entry notation, if applicable) shall be in a principal
amount of $1,000 or an integral multiple thereof.

            On the Change of Control Payment Date, the Company will, to the
extent lawful: (1) accept for payment all Notes or portions thereof tendered
pursuant to the Change of Control Offer and not withdrawn, (2) deposit with the
Paying Agent an amount (no later than 12:00 noon Boston, Massachusetts time on
such date) sufficient to pay the Change of Control Payment in respect of all
Notes or portions thereof so tendered and not withdrawn, and (3) deliver, or
cause to be delivered to the Trustee (no later than 12:00 noon Boston,
Massachusetts time on such date), all Notes so tendered and not withdrawn
together with an Officers' Certificate specifying the Notes or portions thereof
tendered to the Company. The Paying Agent will promptly mail to each Holder of
Notes so tendered and not withdrawn the Change of Control Payment in respect of
such Notes, and the Trustee will promptly authenticate and mail to such Holder
(or cause to be transferred by book entry) a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered; provided that each such new
Note shall be in a principal amount of $1,000 or an integral multiple thereof.
The Company will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.

            A "Change of Control" shall be deemed to have occurred at such time
as any of the following events shall occur:

            (i) there is consummated any consolidation or merger of the Company
with or into another corporation, or all or substantially all of the assets of
the Company are sold, leased or otherwise transferred or conveyed to another
Person (other than pursuant to a bona fide pledge of assets to secure
Indebtedness made in accordance with this Indenture), and the holders of the
Company's common stock outstanding immediately prior to such consolidation,
merger, sale, lease or other transfer or conveyance or one or more Exempt
Persons do not hold, directly or indirectly, at least a majority of the common
stock of the continuing or surviving corporation immediately after such
consolidation or merger or at least a majority of the Equity Interests of such
Person;

            (ii) there is filed a report on Schedule 13D or 14D-1 (or any
successor schedule, form or report) pursuant to the Exchange Act disclosing that
any person (defined, solely for the purposes of this Section 4.12, as the term
"person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or
any successor provision to either of the foregoing) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any



                                       46
<PAGE>   48
successor rule or regulation promulgated under the Exchange Act) of 50% or more
of the combined voting power of all the Company's then outstanding securities
entitled to vote generally for the election of directors; provided, however,
that a person shall not be deemed to be the beneficial owner of, or to own
beneficially, (A) any securities tendered pursuant to a tender or exchange offer
made by or on behalf of such person or any of such person's Affiliates or
associates until such tendered securities are accepted for purchase or exchange
thereunder, or (B) any securities if such beneficial ownership (1) arises solely
as a result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to the applicable rules and regulations under the
Exchange Act, and (2) is not also then reportable on Schedule 13D (or any
successor schedule) under the Exchange Act; or

            (iii) during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the stockholders of the Company was approved by
a vote of 66-2/3% 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 so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company then in office.

            Notwithstanding anything to the contrary set forth in this Section
4.12, a Change of Control shall not be deemed to have occurred under clause (ii)
of the immediately preceding paragraph solely by virtue of the Company, any
Subsidiary of the Company, any employee stock ownership plan or any other
employee benefit plan of the Company or any such Subsidiary, any other person
holding securities of the Company for or pursuant to the terms of any such
employee benefit plan, or any Exempt Person, filing or becoming obligated to
file a report on Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report) under the Exchange Act disclosing beneficial ownership by it of
securities of the Company, whether equal to or greater than 50% of the combined
voting power of the Company's then outstanding securities entitled to vote
generally for the election of directors or otherwise.

            SECTION 4.13 Limitation On Use of Proceeds from Asset Sales. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, consummate any Asset Sale unless (i) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
any such Asset Sale having a value (including the Fair Market Value of any
non-cash consideration) at least equal to the Fair Market Value of the
securities or assets being sold or otherwise disposed of, and (ii) at least 75%
of the consideration from such Asset Sale is received in the form of cash, Cash
Equivalents (together with cash, "Cash Proceeds") or indebtedness for borrowed
money of the Company or such Restricted Subsidiary that is assumed by the
transferee of any such assets or any such indebtedness of any Restricted
Subsidiary of the Company whose stock is purchased by the transferee. Any Net
Cash Proceeds (a) in excess of the amount of cash applied by the Company or any
Restricted Subsidiary of the Company during the period beginning 12 months prior
to the date of the Asset Sale (but not prior to the date of this Indenture) and
ending 12 months after the date of such Asset Sale to purchase any business that
is, or any properties and assets used primarily in, the same or a related
business as those owned and operated by the Company and its Subsidiaries as of
the date of this Indenture or at the date of such Asset Sale and (b) not applied
within 12 months after the date of the Asset Sale to reduce Indebtedness of the
Company (other than

                                       47
<PAGE>   49
Indebtedness which is by its terms subordinated in right of payment to the
Notes) or any Restricted Subsidiary of the Company shall be deemed to be "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15,000,000, the
Company shall make an offer (the "Excess Proceeds Offer") to apply the Excess
Proceeds to purchase the Notes. The Excess Proceeds Offer must be in cash in an
amount equal to 100% of the principal amount plus accrued and unpaid interest,
if any, thereon and Liquidated Damages, if any, to the date fixed for the
closing of such offer, substantially in accordance with the procedures for a
Change of Control Offer described in Section 4.12 hereof. To the extent that the
aggregate amount of Notes tendered pursuant to the Excess Proceeds Offer is less
than the Excess Proceeds, the Company may use the remaining Excess Proceeds for
general corporate purposes and such amounts shall no longer be deemed Excess
Proceeds. If the aggregate principal amount of Notes surrendered by Holders
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis, subject to the limitation on the authorized
denominations of the Notes.

            SECTION 4.14 Limitation on Transactions With Affiliates. Except as
otherwise permitted by this Indenture, neither the Company nor any of its
Restricted Subsidiaries shall make any Investment, loan, advance, guarantee or
capital contribution to, or for the benefit of, or sell, lease or otherwise
transfer or dispose of any of its properties or assets to, or for the benefit
of, or purchase or lease any property or assets from, or enter into or amend any
contract, agreement or understanding with, or for the benefit of, any Affiliate
of the Company or any of its Restricted Subsidiaries, unless (i) such
transaction or series of transactions is in the best interests of the Company or
such Restricted Subsidiary based on all relevant facts and circumstances; (ii)
such transaction or series of transactions is fair to the Company or such
Restricted Subsidiary and on terms that are no less favorable to the Company or
such Restricted Subsidiary, as the case may be, than those that could have been
obtained in a comparable transaction on an arms' length basis from a Person that
is not an Affiliate of the Company or any of its Restricted Subsidiaries; and
(iii) (a) with respect to a transaction or series of related transactions
involving aggregate payments in excess of $5,000,000, the Board of Directors and
a majority of the Disinterested Directors shall approve such transaction or
series of transactions by a Board Resolution evidencing their determination that
such transaction or series of transactions comply with clauses (i) and (ii)
above, and (b) with respect to a transaction or series of transactions involving
aggregate payments equal to or greater than $15,000,000, the Company receives a
written opinion from a nationally recognized investment bank or valuation firm
or, with respect to a transaction requiring the valuation of real property, a
nationally recognized real estate appraisal firm, that such transaction or
series of transactions is fair to the Company from a financial point of view.

            The foregoing limitation shall not apply to: (i) any payment of
money or issuance of securities by the Company or any Restricted Subsidiary of
the Company pursuant to employment agreements or arrangements and employee
benefit plans, including reimbursement or advancement of out-of-pocket expenses
and directors' and officers' liability insurance; (ii) reasonable and customary
payments and other benefits (including indemnification) provided to directors
for service on the Board of Directors of the Company or any of its Restricted
Subsidiaries and reimbursement of expenses related thereto; or (iii)
transactions between the Company and any Restricted Subsidiary of the Company,
or between one Restricted Subsidiary of the Company and another Restricted
Subsidiary of the Company; provided that not more than

                                       48
<PAGE>   50
20% of any such Restricted Subsidiary is owned by any Affiliate of the Company
or any of its Restricted Subsidiaries (other than the Company or a Wholly-Owned
Subsidiary of the Company which is a Restricted Subsidiary).

            SECTION 4.15 Intentionally Omitted.

            SECTION 4.16 Payment of Taxes and Other Claims. The Company shall
pay or discharge or cause to be paid or discharged, before any penalty accrues
thereon, (i) all material taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Subsidiaries upon the income, profits or
property of the Company or any of its Subsidiaries and (ii) all material lawful
claims for labor, materials and supplies which, if unpaid, would by law become a
Lien upon the property of the Company or any of its Subsidiaries; provided that
none of the Company or any of its Subsidiaries shall be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claims the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate provision has been made
or where the failure to effect such payment or discharge is not adverse in any
material respect to the Holders.

            SECTION 4.17 Corporate Existence. Subject to Article V hereof, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the corporate, partnership or
other existence of any of its Subsidiaries in accordance with the respective
organizational documents of such Subsidiary and the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any such Subsidiary, if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that the loss
thereof is not adverse in any material respect to the Holders.

            SECTION 4.18 Maintenance of Properties and Insurance. The Company
shall cause all material properties owned by or leased to it or any of its
Subsidiaries and used or useful in the conduct of its business or the business
of such Subsidiary to be maintained and kept in normal condition, repair and
working order and supplied with all necessary equipment and shall cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 4.18
shall prevent the Company or any of its Subsidiaries from discontinuing the
maintenance of any such properties, if such discontinuance is desirable in the
conduct of its business or the business of such Subsidiary.

            The Company shall provide or cause to be provided, for itself and
any of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
public liability insurance, with reputable insurers in such amounts with such
deductibles and by such methods as shall be customary for corporations similarly
situated in the industry.


                                       49
<PAGE>   51
            SECTION 4.19 Stay, Extension and Usury Laws. The Company covenants
(to the extent it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not resort
to any such law that would hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.

            SECTION 4.20 Investment Company Act. The Company shall not become an
investment company subject to registration under the Investment Company Act of
1940, as amended.

            SECTION 4.21 Payments for Consents. The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, pay or cause to
be paid any consideration whether by way of interest, fee or 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 agreed to be paid to all Holders of the
Notes which so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.

            SECTION 4.22 Covenant to Comply with Securities Laws Upon Purchase
of Notes. In connection with any offer to purchase or purchase of Notes under
Section 4.12 or 4.13 hereof, the Company shall (i) comply with the requirements
of Rule 14e-1 under the Exchange Act, and (ii) otherwise comply with all
applicable Federal and state securities laws and regulations so as to permit the
rights and obligations under Sections 4.12 and 4.13 hereof to be exercised in
the time and in the manner specified in Sections 4.12 and 4.13 hereof.

                                   ARTICLE V
                              SUCCESSOR CORPORATION

            SECTION 5.01 When the Company May Merge or Transfer Assets. The
Company shall not consolidate with, merge with or into, or transfer all or
substantially all of its assets (as an entirety or substantially as an entirety
in one transaction or a series of related transactions) to, any Person or permit
any Person to merge with or into it, or permit any of its Subsidiaries to enter
into any such transaction or transactions if such transaction or transactions in
the aggregate would result in a transfer of all or substantially all of the
assets of the Company and its Subsidiaries on a consolidated basis, unless:

            (1) the Company shall be the continuing Person, or the Person, if
other than the Company, formed by such consolidation or into which the Company
is merged or to which the properties and assets of the Company or of the Company
and its Subsidiaries on a consolidated basis, substantially as an entirety, are
transferred shall be a corporation organized and existing under the laws of the
United States or any state thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental to this Indenture, executed and


                                       50
<PAGE>   52
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Notes and this Indenture, and this
Indenture remains in full force and effect;

            (2) immediately before and immediately after giving effect to such
transaction, no Event of Default and no Default shall have occurred and be
continuing;

            (3) the Person which is formed by or survives such consolidation or
merger or to which such assets are transferred (the "surviving entity"), after
giving pro forma effect to such transaction, could incur $1.00 of additional
Indebtedness pursuant to the Consolidated Cash Flow Coverage Ratio test set
forth in the first paragraph of Section 4.08 hereof; and

            (4) immediately after giving effect to such transaction on a pro
forma basis the Consolidated Net Worth of the surviving entity shall be equal to
or greater than the Consolidated Net Worth of the Company immediately before
such transaction.

            In connection with any such consolidation, merger or transfer, the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger or transfer
and the supplemental indenture in respect thereto comply with this Section 5.01
and that all conditions precedent provided for in this Indenture relating to
such transactions have been complied with.

            SECTION 5.02 Successor Corporation Substituted. Upon any
consolidation or merger, or any transfer of all or substantially all of the
assets of the Company and its Subsidiaries on a consolidated basis, in
accordance with Section 5.01 hereof, the successor Person formed by such
consolidation or into which the Company is merged or the successor Person to
which such transfer made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company in this
Indenture, and when a successor Person assumes all the obligations of its
predecessor under this Indenture or the Notes, the predecessor shall be released
from those obligations; provided, however, that in the case of a transfer by
lease, the predecessor shall not be released from the payment of principal of,
premium, if any, interest on and Liquidated Damages, if any, with respect to the
Notes.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

            SECTION 6.01 Events of Default. An "Event of Default" occurs if one
of the following shall have occurred and be continuing:

            (1) the Company defaults in the payment, when due and payable,
whether or not prohibited by Article X hereof, of (i) interest on or Liquidated
Damages, if any, with respect to any Note and the default continues for a period
of 30 days, or (ii) principal of or premium, if any, on any Notes when the same
becomes due and payable at maturity, by acceleration, on the Redemption Date, on
the Change of Control Payment Date, on any payment date respecting an Excess
Proceeds Offer or otherwise;


                                       51
<PAGE>   53
            (2) the Company fails to comply with any of its covenants or
agreements under Article V hereof;

            (3) the Company fails to comply with any of its covenants or
agreements in the Notes or this Indenture (other than those referred to in
clause (1) or (2) above), and such failure continues for the period and after
receipt by the Company of the notice specified below;

            (4) default 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 Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such indebtedness or guarantee is now existing
or hereafter created, if such default shall constitute a failure to pay any
portion of the principal of such indebtedness when due and payable or if as a
result of such default the maturity of such indebtedness has been accelerated
prior to its stated maturity and, in either case, the principal amount of such
indebtedness, together with the principal amount of any other such indebtedness
for money borrowed which has not been paid when due and payable or the maturity
of which has been accelerated as a result of such default, aggregates
$15,000,000 or more;

            (5) the Company or any of its Significant Subsidiaries that is a
Restricted Subsidiary (or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary) pursuant to or within the
meaning of any Bankruptcy Law:

                  (A) commences a voluntary case or proceeding;

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

                  (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) admits in writing its inability to pay its debts generally
as they become due;

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

                  (A) is for relief against the Company or any of its
Significant Subsidiaries that is a Restricted Subsidiary (or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary) in an involuntary case or proceeding;

                  (B) appoints a Custodian of the Company or any of its
Significant Subsidiaries that is a Restricted Subsidiary (or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary) for all or substantially all of its properties;


                                       52
<PAGE>   54
                  (C) orders the liquidation of the Company or any of its
Significant Subsidiaries that is a Restricted Subsidiary (or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary);

                  and in each case, the order or decree remains unstayed and in
effect for 60 days; or

            (7) final judgments for the payment of money which in the aggregate
exceed $15,000,000 shall be rendered against the Company or any of its
Restricted Subsidiaries by a court and shall remain unstayed or undischarged for
a period of 60 days.

            "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors. "Custodian" means any receiver,
trustee, assignee, liquidator, sequestrator, custodian or similar official under
any Bankruptcy Law.

            A Default under clause (3) above is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding notify the Company and the
Trustee, of the Default and the Company does not cure such Default within 30
days after receipt of such notice. Any such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default."

            In the case of any Event of Default (other than as a result of the
failure to comply with Section 4.12 hereof) occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium which the Company would have to
pay if the Company then had elected to redeem the Notes pursuant to paragraph 5
of the Notes, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law, anything in this Indenture or in the
Notes contained to the contrary notwithstanding.

            In the case of an Event of Default as a result of a failure to
comply with Section 4.12 hereof occurring by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium which the Company would have to pay pursuant
to Section 4.12 hereof, such premium shall also become and be immediately due
and payable at such time as the principal of and interest on the Notes become
due and payable pursuant to Section 6.02 hereof to the extent permitted by law,
anything in this Indenture or in the Notes contained to the contrary
notwithstanding.

            SECTION 6.02 Acceleration. If any Event of Default (other than an
Event of Default specified in clause (5) or (6) of Section 6.01 hereof) occurs
and is continuing, the Trustee may, by notice to the Company, or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding may, by
notice to the Company and the Trustee (each, an "Acceleration Notice"), and the
Trustee shall, upon the request of such Holders, declare all unpaid principal
of, premium, if any, accrued interest on and Liquidated Damages, if any, with
respect to the Notes to be due and payable immediately. If any Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, all unpaid
principal of, premium, if any, accrued interest on and Liquidated Damages, if
any, with respect to the Notes then outstanding shall ipso facto become and be
immediately due and payable without declaration or other act on the part of

                                       53
<PAGE>   55
the Trustee or any Holder. The Holders of at least a majority in aggregate
principal amount of the Notes then outstanding by written notice to the Trustee
and to the Company may rescind an acceleration and its consequences (except an
acceleration due to a default in payment of the principal of, premium, if any,
accrued interest on and Liquidated Damages, if any, with respect to the Notes)
if all existing Events of Default have been cured or waived except non-payment
of principal of, premium, if any, accrued interest on and Liquidated Damages, if
any, with respect to the Notes that has become due solely because of the
acceleration.

            SECTION 6.03 Other Remedies. If any Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, premium, if any, interest on
and Liquidated Damages, if any, with respect to the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

            The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or does not produce any of the Notes in the proceeding.
A delay or omission by the Trustee or any Holder 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

            SECTION 6.04 Waiver of Past Defaults. The Holders of not less than a
majority in aggregate principal amount of the Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Holder), may waive an
existing Default or Event of Default and its consequences except (i) an Event of
Default described in Section 6.01(1) hereof, or (ii) a Default in respect of a
provision that under Section 9.02 hereof cannot be amended without the consent
of each Holder affected. When a Default or Event of Default is waived, it is
deemed cured and shall cease to exist, but no such wavier shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.

            SECTION 6.05 Control by Majority. The Holders of not less than a
majority in aggregate principal amount of the Notes at the time outstanding may
direct, by an instrument or concurrent instruments in writing delivered to the
Trustee, the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines in good faith is
unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability. Subject to the provisions of Section 315 of the TIA, the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

            SECTION 6.06 Limitation on Suits. Except as provided in Section 6.07
hereof, a Holder may not pursue any remedy with respect to this Indenture or the
Notes unless:

            (1) the Holder gives to the Trustee written notice stating that an
Event of Default is continuing;

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

                                       54
<PAGE>   56
            (3) such Holder or Holders offer to the Trustee reasonable security
or indemnity against any loss, liability or expense satisfactory to the Trustee;

            (4) the Trustee does not comply with the request within 60 days
after receipt of the notice, the request and the offer of security or indemnity;
and

            (5) the Holders of a majority in aggregate principal amount of the
Notes at the time outstanding do not give the Trustee a direction inconsistent
with the request during such 30-day period.

            A Holder may not use this Indenture to prejudice the rights of any
other Holder or to obtain a preference or priority over any other Holder.

            SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of the principal of, premium, if any, interest on and Liquidated
Damages, if any, with respect to the Notes held by such Holder, on or after the
respective due dates expressed in the Notes, any Redemption Date, any Change in
Control Payment Date or any payment date respecting an Excess Proceeds Offer, or
to bring suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected adversely without the consent
of each such Holder.

            SECTION 6.08 Collection Suit by Trustee. If an Event of Default
described in Section 6.01(1) hereof occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount owing with
respect to the Notes and the amounts provided for in Section 7.07 hereof.

            SECTION 6.09 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or the property of the Company or to any
other obligor on the Notes or the property of such obligor, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise:

            (1) to file and prove a claim for the whole amount of the principal
of, premium, if any, interest on and Liquidated Damages, if any, with respect to
the Notes and to file such other papers or documents and to take other actions,
including participating as a member of any committee of creditors, as it may
deem 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 of the Holders allowed
in such judicial proceeding; and

            (2) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian or
other official 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 the
Trustee any amount due 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.


                                       55
<PAGE>   57
            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

            SECTION 6.10 Priorities. If the Trustee collects any money pursuant
to this Article VI, it shall pay out the money in the following order:

            FIRST: to the Trustee for amounts due under Section 7.07 hereof;

            SECOND: to Holders for amounts due and unpaid on the Notes for the
principal of, premium, if any, interest on and Liquidated Damages, if any, as
the case may be, ratably, without preference or priority of any kind, according
to such amounts due and payable on the Notes; and

            THIRD: the balance, if any, to the Company or to the Person or
Persons otherwise entitled thereto.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.10.

            SECTION 6.11 Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merit and good
faith of the claims or defense made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 hereof or a suit by Holder of more than 10% in aggregate principal amount
of the Notes at the time outstanding.

            SECTION 6.12 Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture or any Note and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

                                  ARTICLE VII
                                     TRUSTEE

            SECTION 7.01 Duties of Trustee.

            (1) If an Event of Default has occurred and is continuing (and is
not cured), the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same

                                       56
<PAGE>   58
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs.

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

                        (A)         the Trustee need perform only those duties
                                    that are specifically set forth in this
                                    Indenture and not others and no implied
                                    covenants or obligations shall be read into
                                    this Indenture against the Trustee and the
                                    duties of the Trustee shall be determined
                                    solely by the express provisions of this
                                    Indenture; and

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

            The Trustee shall not be liable for any interest on any money
received by it.

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

                        (A)         this paragraph (3) does not limit the effect
                                    of paragraph (2) of this Section 7.01;

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

                        (C)         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 Sections 6.04 or
                                    6.05 hereof.

            (4) Whether or not expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (1),
(2), (3), (5) and (7) of this Section 7.01 and Section 7.02 hereof.

            (5) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives reasonable security or indemnity satisfactory to it
against any loss, liability or expense.

            (6) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money held by it hereunder.


                                       57
<PAGE>   59
            (7) The Trustee shall not be deemed to have knowledge of the
existence of any fact or matter unless such fact or matter is actually known to
one of its Trust Officers.

            (8) The Trustee shall not be required to examine any reports or
financial information filed with it by the Company pursuant to Section 4.02
hereof to determine whether the limitations set forth in Sections 4.06 through
4.14 hereof have been exceeded.

            SECTION 7.02 Rights of Trustee.

            (1) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in any such document but the
Trustee may, in its discretion, make such further inquiry or investigation into
such facts or matters stated in any such document as it sees fit.

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

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

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

            (5) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

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

            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 its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar or co-registrar
may do the same with like rights. However, the Trustee must comply with Section
7.10 and 7.11 hereof.

            SECTION 7.04 Trustee's Disclaimer. The Trustee 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,
and it shall not be responsible for any statement in the registration statement
for the Notes under the Securities Act (other than statements contained in the
Form T-1 filed with the SEC under the TIA) or in this Indenture or the Notes
(other than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.


                                       58
<PAGE>   60
            SECTION 7.05 Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder as their names and addresses appear on the Register, notice of the
Default within 90 days after it becomes known to the Trustee unless such Default
shall have been cured or waived. Except in the case of Default described in
Section 6.01(1) hereof, the Trustee may withhold such notice if and so long as a
committee of Trust Officers in good faith determines that the withholding of
such notice is in the interests of Holders.

            SECTION 7.06 Reports by Trustee to Holders. Within 60 days after
each May 15 beginning with May 15, 2002, the Trustee shall mail to each Holder a
brief report dated as of such May 15th in accordance with and to the extent
required under Section 313 of the TIA.

            A copy of each report at the time of its mailing to Holders shall be
filed with the Company, the SEC and each stock exchange on which the Notes are
listed. The Company agrees to promptly notify the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.

            SECTION 7.07 Compensation and Indemnity. The Company agrees:

            (1) To pay to the Trustee from time to time such compensation as
shall be agreed in writing between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

            (2) To reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, disbursements and advances of its agents and
counsel and other persons not regularly in its employ), including all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
connection with any membership on any creditor's committee, except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith; and

            (3) To indemnify the Trustee, its officers, directors and
shareholders, for, and to hold it harmless against, any and all loss, liability
or expense, incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

            The Trustee shall have a claim and lien prior to the Notes as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 7.07, except with respect to funds
held in trust for the payment of principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to particular Notes.

            The Company's payment obligations pursuant to this Section 7.07
shall survive the discharge of this Indenture. When the Trustee renders services
or incurs expenses after the occurrence of a Default specified in Section
6.01(5) or (6) hereof, the compensation for services and expenses are intended
to constitute expenses of administration under any Bankruptcy Law;


                                       59
<PAGE>   61
provided that, if not paid as such expenses, such compensation and expenses
shall remain payable as provided under Section 6.10 hereof.

            SECTION 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Company in writing at least 30 days prior to the date of the
proposed resignation; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may remove the Trustee by so notifying the Trustee in
writing and may appoint a successor Trustee subject to the consent of the
Company. The Trustee shall resign if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

            (3) a receiver or public officer takes charge of the Trustee or its
property; or

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by a Board
Resolution, 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. Subject to payment of all amounts owing to the Trustee
under Section 7.07 hereof and subject further to its lien under Section 7.07
hereof, the retiring Trustee shall promptly transfer all property held by it as
Trustee to successor Trustee.

            If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

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

            SECTION 7.09 Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including this Trusteeship) to,
another corporation, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.

            SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and (5). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recently published annual report of condition. The Trustee shall
comply with TIA Section 310(b). In determining whether the

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<PAGE>   62
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed
incorporated herein.

            SECTION 7.11 Preferential Collection of Claims Against the Company.
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor under the Notes), the Trustee shall be subject to the provisions
of the TIA regarding the collection of claims against the Company (or any such
other obligor).

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

            SECTION 8.01 Discharge. When (1) the Company delivers to the Trustee
all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof
or Notes which are purchased pursuant to Section 4.12 or 4.13 hereof or Notes
for whose payment money has heretofore been held in trust and thereafter repaid
to the Company as provided in this Article VIII) for cancellation or (2) all
outstanding Notes have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article III hereof,
and the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to all outstanding Notes, and in the
case of either clause (1) or (2), the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Sections 2.06
and 2.07 hereof, cease to be of further effect.

            SECTION 8.02 Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a Board Resolution, at any time, with respect to the Notes, elect to have
either Section 8.03 or 8.04 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

            SECTION 8.03 Legal Defeasance and Discharge. Upon the Company's
exercise under Section 8.02 hereof of the option applicable to this Section
8.03, the Company shall 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, such 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 8.06
hereof and the other Sections hereof referred to in clauses (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 which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, interest on and Liquidated
Damages, if any, with respect to such Notes when such payments are due (from the
trust referred to below), or on the Redemption Date, as the case may be, (b) the
Company's obligations with respect to such Notes under Sections 2.05, 2.07,
2.08, 2.09, 2.10 and 4.05 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 VIII. Subject to compliance with this Article
VIII, the Company may exercise its option

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<PAGE>   63
under this Section 8.03 notwithstanding the prior exercise of its option under
Section 8.04 hereof with respect to the Notes.

            SECTION 8.04 Covenant Defeasance. Upon the Company's exercise under
Section 8.02 hereof of the option applicable to this Section 8.04, the Company
shall be released from its obligations under the covenants contained in Sections
4.02, 4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.18 and 5.01
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 (it being
understood that such Notes shall not be deemed outstanding under GAAP). For this
purpose, such 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(2) or
Section 6.01(3) hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.

            SECTION 8.05 Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to the application of either Section 8.03 or
8.04 hereof to the outstanding Notes:

            (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 hereof who shall agree to comply with the provisions of this
Article VIII applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Notes, (i) cash in U.S. Dollars,
(ii) U.S. Government Obligations, or (iii) a combination thereof, in such
amounts, as will be sufficient in each case, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge the principal of, premium, if any, interest on and Liquidated Damages,
if any, with respect to the outstanding Notes on the stated maturity or on the
applicable date fixed for redemption, as the case may be, of such principal or
installment of principal of, premium, if any, interest on and Liquidated
Damages, if any, with respect to such Notes, and the Company shall have
specified whether the Notes are being defeased to maturity or to a particular
date fixed for redemption;

            (2) 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 satisfactory to the Trustee confirming that:

                        (A)         the Company has received from, or there has
                                    been published by, the Internal Revenue
                                    Service a ruling or


                                       62
<PAGE>   64
                        (B)         since the date hereof, there has been a
                                    change in the applicable federal income tax
                                    law,

            in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the outstanding 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;

            (3) In the case of an election under Section 8.04 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably satisfactory to the Trustee to the effect 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;

            (4) 91 days pass after the deposit specified in clause (1) of this
Section 8.05 is made and during such 91-day period, no Default or Event of
Default set forth in Section 6.01(5) or 6.01(6) hereof occurs with respect to
the Company which is continuing at the end of such 91-day period;

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

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

            (7) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Company pursuant to its
election under Section 8.03 or 8.04 hereof 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 creditors of the
Company or others; and

            (8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States (on which the Trustee
may conclusively rely), each stating that all conditions precedent to either the
Legal Defeasance under Section 8.03 hereof or the Covenant Defeasance under
Section 8.04 hereof (as the case may be) have been complied with as contemplated
by this Section 8.05.

            SECTION 8.06 Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.06, the "Trustee") pursuant to Section 8.05 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

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<PAGE>   65
the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to such Notes, 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 Government Notes
deposited pursuant to Section 8.05 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

            Anything in this Article VIII 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 Government Notes held by it as provided in Section
8.05 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 8.05(1) hereof), are
in excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

            SECTION 8.07 Repayment to the 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, interest on and Liquidated
Damages, if any, with respect to any Note and remaining unclaimed for two years
after such principal thereof, premium, if any, interest thereon and Liquidated
Damages, if any, with respect thereto 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
secured 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 trustees 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
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 8.08 Reinstatement. If the Trustee or Paying Agent is unable
to apply any United States Dollars or U.S. Government Obligations in accordance
with Section 8.06 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 8.05 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
8.06 hereof; provided, however, that, if the Company makes any payment of
principal of, premium, if any, interest on and Liquidated Damages, if any, with
respect to 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.


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<PAGE>   66
                                   ARTICLE IX
                                   AMENDMENTS

            SECTION 9.01 Without Consent of Holders. From time to time, when
authorized by Board Resolutions of each of them, the Company and the Trustee,
without notice to or the consent of the Holders of the Notes issued hereunder,
may amend or supplement this Indenture or the Notes as follows:

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

            (2) to comply with Article V hereof;

            (3) to provide for uncertificated Notes in addition to or in place
of certificated Notes so long as such uncertificated Notes are in registered
form for purposes of the Internal Revenue Code of 1986, as amended;

            (4) to make any other change that does not adversely affect the
rights of any Holder; or

            (5) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA.

            SECTION 9.02 With Consent of Holders. With the consent of the
Holders of at least a majority in aggregate principal amount of the Notes at the
time outstanding, the Company and the Trustee may amend this Indenture or the
Notes or may waive future compliance by the Company with any provisions of this
Indenture or the Notes. However, without the consent of each Holder affected, a
waiver or an amendment to this Indenture or the Notes may not:

            (1) reduce the percentage of principal amount of the Notes whose
Holders must consent to an amendment or waiver; or

            (2) make any change to the Stated Maturity of the principal of,
premium, if any, interest on and Liquidated Damages, if any, with respect to the
Notes or any Redemption Price thereof, or impair the right to institute suit for
the enforcement of any such payment or make any Note payable in money or
securities other than that stated in the Note; or

            (3) make any change in Article X hereof that adversely affects the
rights of any Holder of Notes or any change to any other Section hereof that
adversely affects the rights of any Holder of Notes under Article X hereof; or

            (4) waive a default in the payment of the principal of, premium, if
any, interest on and Liquidated Damages, if any, with respect to any Note; or

            (5) make any change in the provisions of Sections 4.12, 4.13, 6.04
or 6.07 hereof; or

            (6) make any change to Section 9.01 or 9.02 hereof.


                                       65
<PAGE>   67
            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

            In the event that certain Holders are willing to defer or waive
certain obligations of the Company hereunder with respect to Notes held by them,
such deferral or waiver shall be deemed to affect any other Holder who receives
the subject payment or performance in a timely manner.

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

            SECTION 9.03 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article IX shall comply with the TIA.

            SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent to it or any other action by a Holder of a Note hereunder is a
continuing consent by the Holder and every subsequent Holder of that Note or
portion of the Note that evidences the same obligation as the consenting
Holder's Note, even if notation of the consent, waiver or action is not made on
the Note. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Note or portion of the Note if the Trustee
receives the notice of revocation before the consent of the requisite aggregate
principal amount of the Notes then outstanding has been obtained and not
revoked. After an amendment, waiver or action becomes effective, it shall bind
every Holder, except as provided in Section 9.02 hereof.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment
or waiver. If a record date is fixed, then, notwithstanding the first two
sentences of the immediately preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

            SECTION 9.05 Notation on or Exchange of Notes. Notes authenticated
and made available for delivery after the execution of any supplemental
indenture pursuant to this Article IX may, and shall, if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the reasonable opinion of the Trustee
and the opinion of the Board of Directors of the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and made available for delivery by the Trustee in exchange for
outstanding Notes.


                                       66
<PAGE>   68
            SECTION 9.06 Trustee to Sign Supplemental Indenture. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article IX if
the supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Officers' Certificate
and Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture.

            SECTION 9.07 Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article IX, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and made available for delivery hereunder shall be
bound thereby.

                                    ARTICLE X
                                  SUBORDINATION

            SECTION 10.01 Agreement to Subordinate. The Company agrees, and each
Holder by accepting a Note agrees, that the indebtedness evidenced by the Notes
(including the payment of principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to the Notes) is subordinated in right
of payment, to the extent and in the manner provided in this Article X, to the
prior payment in full of all Senior Indebtedness (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

            SECTION 10.02 Intentionally Omitted.

            SECTION 10.03 Liquidation; Dissolution; Bankruptcy. Upon any (i)
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, (ii) assignment for the benefit of
creditors or any marshalling of the assets and liabilities of the Company or
(iii) payment or distribution of the assets of the Company to creditors of the
Company in a total or partial liquidation or dissolution of the Company:

            (1) holders of Senior Indebtedness shall be entitled to receive
payment in full in cash or, at the option of the holders of such Senior
Indebtedness, cash equivalents (including, in the case of Specified Senior
Indebtedness, interest accruing after the commencement of any such proceeding at
the rate specified in the instrument evidencing the applicable Specified Senior
Indebtedness, whether or not a claim therefor is allowed, to the date of payment
of such Specified Senior Indebtedness) before the Holders of the Notes shall be
entitled to receive any payment of principal of, premium, if any, interest on
and Liquidated Damages, if any, with respect to the Notes; and

            (2) until the Senior Indebtedness (as provided in subsection (1)
above) is paid in full in cash or, at the option of the holders of the Senior
Indebtedness, cash equivalents, any distribution to which the Holders of the
Notes would be entitled but for this Article X shall be made to holders of
Senior Indebtedness, as their interests may appear, except that the Holders of
the Notes may receive Equity Interests and any debt securities that are
subordinated to Senior

                                       67
<PAGE>   69
Indebtedness and to any securities issued in exchange for Senior Indebtedness to
at least the same extent as the Notes are subordinated to Senior Indebtedness.

            For purposes of this Article X, a distribution may consist of cash,
securities or other property, by set-off or otherwise.

            The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and condition set forth in
Article V hereof shall not be deemed a dissolution, winding up, liquidation or
reorganization, for the purposes of this Section 10.03, if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer such properties and assets substantially as
an entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer comply with the conditions set forth in Article V hereof.

            SECTION 10.04 Default on Senior Indebtedness.

            The Company may not pay the principal of, premium, if any, interest
on and Liquidated Damages, if any, with respect to the Notes and may not make
any deposit for the purpose of the discharge of its liabilities pursuant to this
Indenture and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Notes") if:

            (1) a default in the payment of principal or interest on any Senior
Indebtedness occurs and is continuing beyond any applicable grace period; or

            (2) any other default on Senior Indebtedness occurs and the maturity
of such Senior Indebtedness is accelerated in accordance with its terms

unless in either case, (A) the default has been cured or waived and any such
acceleration has been rescinded, or (B) such Senior Indebtedness has been paid
in full.

            During the continuance of any default (other than a default
described in clause (1) or (2) of the preceding paragraph) with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may pay the Notes for a period (a "Payment Blockage
Period") commencing upon the receipt by the Company and the Trustee of written
notice of such default from the representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a
"Blockage Notice") and ending 179 days thereafter, or earlier if such Payment
Blockage Period is terminated:

            (1) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice;

            (2) by repayment in full of such Designated Senior Indebtedness; or


                                       68
<PAGE>   70
            (3) because the default giving rise to such Blockage Notice is no
longer continuing (as stated in writing to the Trustee by and officer of the
Company).

            Notwithstanding the provisions described in the immediately
preceding paragraph of this Section 10.04 (but subject to the provisions
contained in the next preceding paragraph of this Section 10.04), unless the
holders of such Designated Senior Indebtedness or the representative of such
holders will have accelerated the maturity of such Designated Senior
Indebtedness, the Company may resume payments on the Notes after the expiration
of such Payment Blockage Period. Not more than one Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness during such period.

            SECTION 10.05 No Suspension of Remedies. Nothing contained in this
Article X shall limit the right of the Trustee or the Holders of Notes to take
any action to accelerate the maturity of the Notes or to pursue any other rights
or remedies thereunder or under applicable law; provided, however, that all
Senior Indebtedness of the Company then or thereafter due and payable shall
first be paid in full in cash or, at the option of the holders of the Senior
Indebtedness, cash equivalents before the Holders shall be entitled to receive
any payment of principal of, premium, if any, interest on and Liquidated
Damages, if any, with respect to the Notes. Notwithstanding the foregoing, any
acceleration of the maturity of the Notes or other remedies pursued hereunder or
under applicable law due to the occurrence of an Event of Default under Section
6.01(1) hereof resulting from the operation of Section 10.04 hereof shall be
automatically rescinded or discontinued to the extent permitted by applicable
law and all Events of Default which permitted the acceleration of the Notes or
the pursuit of other remedies hereunder or under applicable law shall be deemed
to be automatically and permanently cured to the extent permitted by applicable
law if (i) the payment or payments the omission of which gave rise to the Event
of Default is or are made within 179 days after the date on which the Trustee or
the Paying Agent received notice of the default or defaults on the Senior
Indebtedness and (ii) at the time of such automatic rescission no other Event of
Default or Default shall have occurred and be continuing. Such automatic
rescission shall be effective as of the date the conditions specified in clauses
(i) and (ii) above are satisfied.

            SECTION 10.06 When Distribution Must Be Paid Over. In the event that
the Company shall make any payment to the Trustee on account of the principal
of, premium, if any, interest on and Liquidated Damages, if any, with respect to
the Notes at a time when such payment is prohibited by Section 10.03, 10.04 or
10.05 hereof, such payment shall be held by the Trustee, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Indebtedness (pro rata as to each of such
holders on the basis of the respective amounts of Senior Indebtedness held by
them) or their representative, as their respective interests may appear, for
application to the payment of all Senior Indebtedness in full in accordance with
their terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Indebtedness.

            If a distribution is made to Holders that because of this Article X
should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness (pro rata as to each
of such holder on the basis of the respective amounts of Senior Indebtedness
held by them) or their representative, as their respective interests may

                                       69
<PAGE>   71
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article X, no implied covenants or obligations
with respect to the Holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness.

            SECTION 10.07 Notice by the Company. The Company shall promptly
notify the Trustee and the Paying Agent of any facts known to the Company that
would cause a payment of principal of, premium, if any, interest on and
Liquidated Damages, if any, with respect to the Notes to violate this Article X,
but failure to give such notice shall not affect the subordination of the Notes
to Senior Indebtedness provided in this Article X. Nothing in this Article X
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

            SECTION 10.08 Subrogation. After all Senior Indebtedness is paid in
full in cash or, at the option of the holders of Senior Indebtedness, cash
equivalents, and until the Notes are paid in full, the Holders of the Notes
shall be subrogated (equally and ratably with all other Indebtedness pari passu
with the Notes) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to Holders have been applied to the payment of Senior
Indebtedness. A distribution made under this Article X to holders of Senior
Indebtedness that otherwise would have been made to the Holders of the Notes is
not, as between the Company and the Holders of the Notes, a payment by the
Company on the Notes.

            If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article X shall have been
applied pursuant to the provisions of this Article X to the payment of all
amounts payable in respect of the Senior Indebtedness of the Company, then and
in such case, the Holders shall be entitled to receive from the holders of such
Senior Indebtedness at the time outstanding any payment or distributions
received by such holders of Senior Indebtedness in excess of the amount
sufficient to pay all amounts payable in respect of the Senior Indebtedness of
the Company in full in cash or, at the option of the holders of Senior
Indebtedness, cash equivalents.

            SECTION 10.09 Relative Rights. This Article X defines the relative
rights of the Holders and holders of Senior Indebtedness. Nothing in this
Indenture shall:

            (1) impair, as between the Company and the Holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of, premium, if any, interest on and Liquidated Damages, if any, with respect to
the Notes in accordance with their terms;

            (2) affect the relative rights of the Holders of the Notes and
creditors of the Company other than their rights in relation to holders of
Senior Indebtedness; or


                                       70
<PAGE>   72
            (3) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders
and owners of Senior Indebtedness to receive distributions and payments
otherwise payable to the Holders of the Notes.

            If the Company fails because of this Article X to pay principal of,
premium, if any, interest on and Liquidated Damages, if any, with respect to a
Note on the due date, the failure is still a Default or Event of Default.

            The provisions of this Article X shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any Senior
Indebtedness is rescinded or must otherwise be returned by any holder of Senior
Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or
otherwise all as though such payment had not been made.

            SECTION 10.10 No Waiver of Subordination Provisions. No right of any
holder of Senior Indebtedness to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the
Company or by its failure to comply with this Indenture.

            The holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Notes and without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article X or
the obligations hereunder of the Holders of the Notes to the holders of Senior
Indebtedness, do any one or more of the following: (i) except as otherwise
provided in Section 4.08 hereof, change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness or an
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
person liable in any manner for the collection or payment of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company or any other person.

            SECTION 10.11 Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their representative.

            Upon any payment or distribution of assets of the Company referred
to in this Article X, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of such representative or of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
X.

            SECTION 10.12 Rights of Trustee and Paying Agent. Notwithstanding
the provisions of this Article X or any other provision hereof, the Trustee or
Paying Agent shall not at any time be charged with knowledge of the existence of
any facts which would prohibit the

                                       71
<PAGE>   73
making of any payment to or by the Trustee unless and until the Trustee or
Paying Agent shall have received written notice thereof from the holders (or the
agent or representative) of Senior Indebtedness; and, prior to the receipt of
any such written notice, the Trustee and Paying Agent shall be entitled to
assume conclusively that no such facts exist. Unless at least two Business Days
prior to the date on which by the terms of this Indenture any monies are to be
deposited by the Company with the Trustee or any Paying Agent (whether or not in
trust) for any purpose (including, without limitation, the payment of either the
principal of or the interest on any Note), the Trustee or Paying Agent shall
have received with respect to such monies the notice provided for in the
preceding sentence, the Trustee or Paying Agent shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such date. The foregoing shall not apply
to the Paying Agent if the Company is acting as Paying Agent.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

            SECTION 10.13 Authorization to Effect Subordination. Each Holder of
a Note by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article X, and appoints the Trustee as
attorney-in-fact for any and all purposes.

            SECTION 10.14 Miscellaneous.

            (a) All rights and interests under this Article X of the holders of
Senior Indebtedness, and all agreements and obligations of the Holders, the
Trustee and the Company under this Article X, shall remain in full force and
effect irrespective of:

                  (i) any exchange, release or non-perfection of any Lien
securing Senior Indebtedness, or any release or amendment or waiver of or
consent to departure from any guarantee, for all or any of the Senior
Indebtedness, or

                  (ii) any other circumstance that might otherwise constitute a
defense available to, or a discharge of the Company in respect of, Senior
Indebtedness or the Trustee in respect of this Indenture.

            (b) The provisions of this Article X constitute a continuing
agreement and shall (i) remain in full force and effect until the Senior
Indebtedness shall have been paid in full, (ii) be binding upon the Holders and
the Trustee, the Company and their successors and assigns, and (iii) inure to
benefit of and enforceable by each other holder of Senior Indebtedness and their
successors, transferees and assigns.

                                   ARTICLE XI
                                  MISCELLANEOUS

            SECTION 11.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by operation of
subsection (c) of

                                       72
<PAGE>   74
Section 318 of the TIA, the imposed duties shall control. The provisions of
Sections 310 to 317, inclusive, of the TIA that impose duties on any Person
(including provisions automatically deemed included in an indenture unless the
indenture provides that such provisions are excluded) are a part of and govern
this Indenture, except as, and to the extent, expressly excluded from this
Indenture, as permitted by the TIA.

            SECTION 11.02 Notices. Any notice or communication shall be in
writing and delivered in Person or mailed by first-class mail, postage prepaid,
addressed as follows:

            if to the Company:

            Nortek, Inc.
            50 Kennedy Plaza
            Providence, RI 02903-2360

            Attention: Mr. Richard L. Bready

            if to the Trustee:

            State Street Bank and Trust Company
            Two Avenue des Lafayette
            Boston, MA 02111

            Attention: Corporate Trust Division - Nortek Senior Subordinated
            Notes

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

            Any notice or communication given to a Holder shall be mailed to the
Holder at the Holder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

            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, it is duly
given, whether or not received by the addressee.

            If the Company mails a notice or communication to the Holders it
shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-registrar.

            SECTION 11.03 Communication by Holders with Other Holders. 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, the Paying Agent and anyone else shall have the protection of TIA
Section 312(c).

            SECTION 11.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


                                       73
<PAGE>   75
            (1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

            SECTION 11.05 Statements Required in Certificate or Opinion. Each
Officers' Certificate and Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

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

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

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

            (4) a statement that, in the opinion of such Person, such covenant
or condition has been complied with; provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or
certificates of public officials.

            SECTION 11.06 Separability Clause. In case any provision in this
Indenture or the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            SECTION 11.07 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and Paying Agent may make reasonable rules for their functions.

            SECTION 11.08 Legal Holidays. A "Legal Holiday" is any day other
than a Business Day. If any specified date (including a date for giving notice)
is a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Notes, no principal of, premium, if any, interest on and
Liquidated Damages, if any, shall accrue for the intervening period.

            SECTION 11.09 GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE PARTIES AGREES TO SUBMIT
TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW YORK IN
NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE.


                                       74
<PAGE>   76
            SECTION 11.10 No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

            SECTION 11.11 Successors. All agreements of the Company in this
Indenture and the Notes shall bind their successors. All agreements of the
Trustee in this Indenture shall bind its successor.

            SECTION 11.12 Multiple 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. One signed copy is enough to prove this
Indenture.


                                       75
<PAGE>   77
                                   SIGNATURES




            IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                         NORTEK, INC.

                                               /s/ Kevin W. Donnelly
                                         By:  ________________________________
                                                   Kevin W. Donnelly
                                            Name: ____________________________
                                                   Vice President, General
                                                   Counsel and Secretary
                                            Title: ___________________________



                                         STATE STREET BANK AND TRUST COMPANY

                                               /s/ Andrew M. Sinasky
                                         By: _________________________________
                                                   Andrew M. Sinasky
                                            Name: ____________________________
                                                   Assistant Vice President
                                            Title:____________________________



                                       76
<PAGE>   78
                                                                       EXHIBIT A



                            [FORM OF FACE OF NOTE]

                                 NORTEK, INC.

        9-7/8% Series [A/B] Senior Subordinated Note due June 15, 2011


No.                                                          CUSIP No. 656559BA8

                                  [$__________ ]

            Nortek, Inc., a Delaware corporation ("the Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
promises to pay to ______________________ or its registered assigns, the
principal amount of ________________ Dollars on June 15, 2011.

            Interest Payment Dates:  June 15 and December 15, commencing
December 15, 2001.

            Record Dates:  May 15 and November 15.

            Reference is hereby made to the further provisions of this Note set
forth on the following pages which further provisions shall for all purposes
have the same effect as if set forth at this place.

            IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

                                         NORTEK, INC.
                                         By:  _______________________________
                                              Name:
                                              Title:


                                         ATTESTED:
                                         By:  _______________________________
                                              Name:
                                              Title:

                                      A-1
<PAGE>   79
[SEAL]



Dated:________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in
the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY, as Trustee



By:__________________________
      Authorized Officer

                                      A-2
<PAGE>   80
            [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. THIS NOTE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT
BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN
THE CIRCUMSTANCES SET FORTH IN SECTION 2.06 OF THE INDENTURE, AND MAY NOT BE
TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTION 2.06 OF THE INDENTURE. BENEFICIAL INTEREST IN THIS GLOBAL NOTE
MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.06 OF THE
INDENTURE.](1)

-----------------------
1 This paragraph should be included only if the Note is issued in global form.

                                      A-3
<PAGE>   81
            ["THE SECURITY (OR ITS PREDECESSORS) EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY OR ANY INTEREST OR
PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE
HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOF, (A) REPRESENTS THAT IT IS (1)
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A")) OR (2) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE OUTSIDE
THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (B)
AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE INITIAL
ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF
THE ISSUER WAS THE OWNER OF THIS NOTE (THE "RESALE RESTRICTION TERMINATION
DATE") OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (1) TO
THE ISSUER, (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT), (6) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT OR (7) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND IN THE CASE OF A
TRANSFER PURSUANT TO CLAUSE (5), (6) OR (7), BASED ON AN OPINION OF COUNSEL IF
THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (C) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE
FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE
RESTRICTION TERMINATION DATE."](2)

---------------------
2 This paragraph should not be included on Exchange Notes received in an
Exchange Offer.


                                      A-4
<PAGE>   82
            ["THIS SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON (AS
SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF THE OFFSHORE
NOTES EXCHANGE DATE (AS DEFINED IN THE INDENTURE), AND NO TRANSFER OR
EXCHANGE OF THIS SECURITY MAY BE MADE FOR AN INTEREST IN A CERTIFICATED
SECURITY UNTIL AFTER THE LATER OF THE DATE OF EXPIRATION OF THE OFFSHORE
NOTES EXCHANGE DATE AND THE DATE ON WHICH THE PROPER REQUIRED CERTIFICATION
RELATING TO SUCH INTEREST HAS BEEN PROVIDED IN ACCORDANCE WITH THE TERMS OF
THE INDENTURE, TO THE EFFECT THAT THE BENEFICIAL OWNER OR OWNERS OF SUCH
INTEREST ARE NOT U.S. PERSONS."](3)

------------------------
3 This paragraph should only be included on the Temporary Regulation S Global
Note.


                                      A-5
<PAGE>   83
                        [FORM OF REVERSE SIDE OF NOTE]

        9-7/8% Series [A/B] Senior Subordinated Note due June 15, 2011

            1. Interest

            Nortek, Inc., a Delaware corporation ("the Company"), promises to
pay interest on the principal amount of this Note at the rate per annum shown
above and to pay Liquidated Damages, if any, payable pursuant to Section 2 of
the Registration Rights Agreement referred to below. Interest and Liquidated
Damages, if any, will be payable semi-annually on each interest payment date,
commencing December 15, 2001. Interest on the Notes will accrue from the most
recent date to which interest has been paid, or if no interest has been paid,
from June 12, 2001; provided that, if there is no existing Event of Default in
the payment of interest and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding interest payment date,
interest shall accrue from such interest payment date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

            The Company shall pay interest on overdue principal and interest on
overdue installments of interest and Liquidated Damages, if any, to the extent
lawful, at 2% above the rate per annum borne by the Notes.

            2. Method of Payment

            The Company will pay interest on the Notes (except defaulted
interest) to the persons who are registered Holders at the close of business on
May 15 and November 15, as the case may be, immediately preceding the interest
payment date even if the Note is canceled on registration of transfer or
registration of exchange (other than with respect to the purchase of Notes
pursuant to an offer to purchase Notes made in connection with Section 4.12 or
4.13 of the Indenture after such record date). Holders must surrender Notes to a
Paying Agent to collect principal payments. The Company will pay principal,
premium, if any, interest and Liquidated Damages, if any, in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal, premium, if any, interest
and Liquidated Damages, if any, by its check payable in such money; provided
that payment by wire transfer of immediately available/same day funds will be
required with respect to principal, premium, if any, interest and Liquidated
Damages, if any, on all Global Notes. It may mail an interest payment to a
Holder's address as it appears on the Register.

            3. Paying Agent and Registrar

            Initially, the Trustee will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent or Registrar without notice,
other than notice to the Trustee. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent, Registrar or co-registrar.

            4. Indenture

            The Company issued the Notes under an Indenture, dated as of June
12, 2001 (the "Indenture"), between the Company and the Trustee. The terms of
the Notes include those stated

                                      A-6
<PAGE>   84
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended and as in effect on the date of the Indenture
(the "TIA") and as provided in the Indenture. Capitalized terms used herein and
not defined herein have the meaning ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of those terms.

            The Notes are senior subordinated, unsecured obligations of the
Company. This Note is one of the Series A Notes referred to in the Indenture
issued in an aggregate principal amount of $250,000,000. The Notes include the
Series A Notes issued on the date of the Indenture up to an aggregate principal
amount of $250,000,000, additional Series A Notes issued in accordance with the
Indenture, and any Series B Notes issued in exchange for the Series A Notes. The
Series A Notes, the additional Series A Notes and the Series B Notes are treated
as a single class of securities under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of preferred
stock of such Restricted Subsidiaries, enter into or permit certain transactions
with Affiliates, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Company to consolidate or merge with
or into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all of the Property of the Company.

            5. Optional Redemption

            The Notes are redeemable at the option of the Company, in whole or
in part, at any time on or after June 15, 2006 at the following redemption
prices (expressed as a percentage of the principal amount) together with accrued
and unpaid interest and Liquidated Damages, if any, thereon to the Redemption
Date (the "Redemption Price") if redeemed during the twelve-month period
beginning June 15 of the years indicated below:

<TABLE>
<CAPTION>
                   Year                               Percentage
                   ----                               ----------
<S>                                                   <C>
                   2006                                104.938%
                   2007                                103.292%
                   2008                                101.646%
                 2009 and                              100.000%
                thereafter
</TABLE>

            6. Notice of Redemption

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date by first-class mail, postage prepaid, to
each Holder of Notes to be redeemed at the Holder's registered address. Notes in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in integral multiples of $1,000 of principal amount.


                                      A-7
<PAGE>   85
            7. Requirement that the Company Offer to Purchase
               Notes under Certain Circumstances

            Subject to the terms and conditions of the Indenture, the Company
shall become immediately obligated to offer to purchase the Notes pursuant to
Section 4.12 of the Indenture after the occurrence of a Change in Control of the
Company at a price equal to 101% of aggregate principal amount plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase. In
addition, to the extent that there are Excess Proceeds from Asset Sales, the
Company will be obliged to offer to purchase Notes at 100% of principal amount
plus accrued and unpaid interest and Liquidated Damages, if any, in accordance
with Section 4.13 of the Indenture.

            8. Subordination

            The Notes are subordinated to Senior Indebtedness (as defined in the
Indenture). To the extent provided in the Indenture, Senior Indebtedness must be
paid before the Notes may be paid. The Company agrees, and each Holder by
accepting a Note or any interest therein agrees, to such subordination and
authorizes the Trustee to give it effect.

            9. Denominations; Transfer; Exchange

            The Notes are in registered form, without coupons, in denominations
of $1,000 of principal amount and integral multiples of $1,000. A Holder may
transfer or exchange Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Notes selected
for redemption (except, in the case of a Note to be redeemed in part, the
portion of the Note not to be redeemed) or any Notes for a period of 15 days
before selection of Notes to be redeemed.

            10. Persons Deemed Owners

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

            11. Amendment; Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain defaults or noncompliance with certain provisions
may be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, or to comply with Article V of the
Indenture, or to provide for uncertificated Notes in addition to certificated
Notes, or to comply with any requirements of the Securities and Exchange
Commission in

                                      A-8
<PAGE>   86
connection with the qualification of the Indenture under the TIA, or to make any
change that does not adversely affect the rights of any Holder.

            12. Defaults and Remedies

            Under the Indenture, Events of Default include (i) default in
payment of the principal of, premium, if any, interest on or Liquidated Damages,
if any, with respect to the Notes when the same becomes due and payable subject,
in the case of interest and Liquidated Damages, if any, to the grace period
contained in the Indenture; (ii) failure by the Company to comply with other
agreements in the Indenture or the Notes, subject to notice and lapse of time;
(iii) certain events of acceleration prior to maturity of certain indebtedness;
(iv) certain final judgments which remain undischarged; or (v) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding, may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Notes becoming due and payable immediately upon the
occurrence of such Events of Default.

            Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
Default (except a Default in payment of amounts specified in clause (i) above)
if it determines that withholding notice is in their interests.

            13. Trustee Dealings with the Company

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

            14. No Recourse Against Others

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

            15. Authentication

            This Note shall not be valid until an authorized officer of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Note.


                                      A-9
<PAGE>   87
            16. Abbreviations

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

            17. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent will pay the money back to the
Company upon request. After that, Holders entitled to money must look to the
Company for payment.

            18. Discharge Prior to Maturity

            If the Company deposits with the Trustee or Paying Agent money or
U.S. Government Obligations sufficient to pay the principal of, premium, if any,
interest on and Liquidated Damages, if any, with respect to the Notes to
maturity, the Company will be discharged from the Indenture except for certain
Sections thereof.

            19. Registration Rights Agreement

            In addition to the rights provided to and the obligations of Holders
of Notes under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights and shall be subject to all the obligations set forth in the
Registration Rights Agreement, dated as of the date of the Indenture.

            20. CUSIP Numbers

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

            21. Successor.

            When a successor Person to the Company assumes all the obligations
of its predecessor under the Notes and the Indenture such predecessor shall be
released from those obligations.

            22. Governing Law

            THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.


                                      A-10
<PAGE>   88
            23. Indenture

            Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture or the Registration Rights Agreement.


                                      A-11
<PAGE>   89
                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

            (I) or (we) assign and transfer this Note to:

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

            (INSERT ASSIGNEE'S SOCIAL SECURITY OR TAX I.D. NUMBER)

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

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

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

------------------------------------------------------------------------------
            (PRINT OR TYPE ASSIGNEE'S NAME, ADDRESS AND ZIP CODE)


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

Dated:                                 Signature:
        ---------------------                     -----------------------------
                                       (Sign exactly as your name appears on
                                        the other side of this Note)

Signature
Guarantee:
            -------------------------------------------------------------------
      (PARTICIPANT IN RECOGNIZED SIGNATURE GUARANTEE MEDALLION PROGRAM)



(PARTICIPANT IN RECOGNIZED SIGNATURE GUARANTEE MEDALLION PROGRAM)

NOTICE: Your Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) the Securities
Transfer Agent Medallion Program; (ii) The New York Stock Exchange Medallion
Program; (iii) The Stock Exchange Medallion Program; or (iv) any other guarantee
program acceptable to the Trustee.

In connection with any transfer of this Note the Holder hereof may be required
by the Indenture to deliver to the Trustee and the Registrar a certification
substantially in the form of Exhibit B to the Indenture.


                                      A-12
<PAGE>   90
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.12 ("Change of Control Offer") or
Section 4.13 ("Excess Proceeds Offer") of the Indenture, check the applicable
boxes:

  [ ]   Change of Control Offer:          [ ]  Excess Proceeds Offer:
        in whole                               in whole
        in part                                in part
        Amount to be                           Amount to be
        Purchased:  $--------                  purchased:  $--------

Dated:                             Signature:
      -----------------                       --------------------------------
                                          (SIGN EXACTLY AS YOUR NAME APPEARS
                                          ON THE OTHER SIDE OF THIS NOTE)

Signature
Guarantee:
          --------------------------------------------------------------------

      (PARTICIPANT IN RECOGNIZED SIGNATURE GUARANTEE MEDALLION PROGRAM)



Social Security Number
or Taxpayer Identification Number:
                                  --------------------------------------------


                                      A-13
<PAGE>   91
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES

            The following increases or decreases in this Global Note have been
made:


<TABLE>
<CAPTION>
                                  PRINCIPAL
                 AMOUNT OF        AMOUNT OF       SIGNATURE OF
                DECREASE IN      INCREASE IN       THIS GLOBAL     AUTHORIZED
                 PRINCIPAL     PRINCIPAL AMOUNT  NOTE FOLLOWING    OFFICER OF
   DATE OF    AMOUNT OF THIS    OF THIS GLOBAL    SUCH DECREASE    TRUSTEE OR
  EXCHANGE      GLOBAL NOTE          NOTE         (OR INCREASE)    NOTE CUSTODIAN
---------------------------------------------------------------------------------
<S>           <C>              <C>               <C>               <C>


</TABLE>


                                      A-14
<PAGE>   92
                                                                       EXHIBIT B


              FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

Re:   9-7/8% Series [A/B] Senior Subordinated Notes due 2011 of Nortek, Inc.

            This Certificate relates to $______ principal amount of Notes held
in ** ________ book-entry or */ _______ definitive form by ________________ (the
"Transferor").



      The Transferor: */



      [ ]   has requested the Registrar by written order to exchange or the
            transfer of a Note or Notes; or

      [ ]   has requested the Trustee by written order to exchange its Note or
            Notes in definitive, registered form for a beneficial interest in a
            Global Note held by the Depositary equal to the principal amount of
            Notes it holds (or the portion thereof indicated above); or

      [ ]   has requested the Trustee by written order to deliver in exchange
            for its beneficial interest in a Global Note held by the Depositary
            a Note or Notes in definitive, registered form equal to its
            beneficial interest in such Global Note (or the portion thereof
            indicated above).

      In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relative to the above captioned Notes and that the transfer of this
Note does not require registration under the Securities Act (as defined below)
because: */

      [ ]   Such Note is being acquired for the Transferor's own account
            without transfer (in satisfaction of Section 2.06(1)(b)(i), Section
            2.06(2)(a) or Section 2.06(4)(a)(i) of the Indenture).

      [ ]   Such Note is being transferred to a "qualified institutional
            buyer" (as defined in Rule 144A under the Securities Act of 1933, as
            amended (the "Securities Act")), in a transaction meeting the
            requirements of Rule 144A under the Securities Act.


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

** Check applicable box.



                                      B-1
<PAGE>   93
      [ ]   Such Note is being transferred outside the U.S. to a foreign
            person pursuant to an exemption from registration in a transaction
            meeting the requirements of Regulation S under the Securities Act
            (based on an opinion of counsel if the Company so requests and
            together with a certification in substantially the form of Exhibit D
            to the Indenture).

      [ ]   Such Note is being transferred in a transaction meeting the
            requirements of Rule 144 under the Securities Act (based on an
            opinion of counsel if the Company so requests).

      [ ]   Such Note is being transferred pursuant to an effective
            registration statement under the Securities Act.

      [ ]   Such Note is being transferred to an institutional "accredited
            investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
            under the Securities Act pursuant to a private placement exemption
            from the registration requirements of the Securities Act (based on
            an opinion of counsel if the Company so requests together with a
            certification in substantially the form of Exhibit C to the
            Indenture).

      [ ]   Such Note is being transferred in reliance on and in compliance
            with another exemption from the registration requirements of the
            Securities Act (based on an opinion of counsel if the Company so
            requests).

                                    ____________________________________
                                    [INSERT NAME OF TRANSFEROR]


                                    By:   _____________________________
                                          Name:
                                          Title:
                                          Address:


Date:__________________


                                      B-2
<PAGE>   94
         TO BE COMPLETED BY TRANSFEREE IF SECOND BOX ABOVE IS CHECKED

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



Date: ____________________          Signed:     _____________________________
                                                NOTICE:   To be executed by
                                                          an executive officer


                                      B-3
<PAGE>   95
                                                                       EXHIBIT C



                    FORM OF CERTIFICATE TO BE DELIVERED BY
                             ACCREDITED INSTITUTIONS

                                               __________________ _____, ______

State Street Bank and Trust Company, as Registrar

Attn: Corporate Trust Department



Dear Sirs:

            In connection with our proposed purchases of $________ aggregate
principal amount of 9-7/8% Series [A/B] Senior Subordinated Notes due 2011 (the
"Notes") of Nortek, Inc. (the "Issuer"), a Delaware corporation, we confirm
that:

            1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor," and we are acquiring the Notes for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act or the laws of any
state or other jurisdiction, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

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

            3. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as described below. We agree, on our own behalf and on behalf of any
account for which we are purchasing the Notes, and each subsequent holder of the
Notes by its acceptance thereof will agree, not to offer, sell or otherwise
transfer such Notes prior to the date which is two years after the later of the
date of original issue of such Notes and the last date on which the Issuer or
any affiliate of the Issuer was the owner of such Notes (the "Resale Restriction
Termination Date"), except (A) to the Issuer, (B) in accordance with Rule 144A
under the Securities Act to a "qualified institution buyer" (as defined therein)
in a transaction meeting the requirements of Rule 144A, (C) to an institutional
"accredited investor" (as defined above) that is purchasing for his own account
or for the account of such an "accredited investor" and that, prior to such


                                      C-1
<PAGE>   96
transfer, furnishes to the Trustee (as defined in the Indenture) a signed
letter, substantially identical to this letter, containing certain
representations and agreements relating to the restrictions on transfer of the
Notes (the form of which letter can be obtained from the Trustee), (D) pursuant
to the exemption from registration provided by Rule 144 under the Securities
Act, if available, (E) pursuant to an effective registration statement under the
Securities Act, (F) outside the U.S. to a foreign person in a transaction
meeting the requirements of Regulation S under the Securities Act, or (G)
pursuant to any other available exemption from the registration requirements of
the Securities Act (based, in the cases of clauses (C), (D), (F) and (G), upon
an opinion of counsel reasonably acceptable to the Issuer if the Issuer so
requests), subject in each of the foregoing cases, to any requirement of law
that the disposition of our property or the property of such investor account or
accounts be at all times within our or their control and to compliance with
applicable securities laws of any state of other jurisdiction. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date, and we further agree to provide to any person purchasing any
of the Notes from us a notice advising such purchaser that resales of the Notes
are restricted as stated herein.

            4. We understand that, on any proposed offer, sale or other transfer
of any Notes prior to the Resale Restriction Termination Date, we will be
required to furnish to the Trustee and the Issuer such certifications, legal
opinions, and other information as either of them may reasonably require to
confirm that the proposed transaction complies with the foregoing restrictions.
We further understand that the Notes purchased by us will bear a legend
reflecting the substance of this and the preceding paragraph.

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

            We acknowledge that you, the Trustee and others are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
thereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. We agree to notify
you promptly in writing if any of our representations or warranties ceases to be
accurate and complete.

            THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



                                    __________________________________
                                    (Name of Purchaser)

                                    By:   ____________________________
                                          Name:
                                          Title:
                                          Address:


                                      C-2
<PAGE>   97
                                                                       EXHIBIT D



              FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                   WITH TRANSFERS PURSUANT TO REGULATION S

                                               __________________ _____, ______

State Street Bank and Trust Company, as Registrar
Attn: Corporate Trust Department



Ladies and Gentlemen:

            In connection with our proposed sale of $________ aggregate
principal amount of 9-7/8% Series [A/B] Senior Subordinated Notes due 2011 (the
"Notes") of Nortek, Inc. (the "Issuer"), a Delaware corporation, we represent
that:

            (i) the offer of the Notes was not made to a person in the United
States;

            (ii) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

            (iii) no directed selling efforts have been made by us, any of our
affiliates or any person acting on our or their behalf in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and

            (iv) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933, as amended.

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

                                    Very truly yours,

                                    __________________________________
                                    [Name of Transferor]

                                    By:   ____________________________
                                          Name:
                                          Date:
                                          Title:

                                      D-1
<PAGE>   98

                                                                       EXHIBIT E



                       FORM OF CERTIFICATE TO BE DELIVERED
                  UPON TERMINATION OF THE RESTRICTED PERIOD

                                               __________________ _____, ______

State Street Bank and Trust Company, as Registrar
Attn: Corporate Trust Department



Ladies and Gentlemen:

            This letter relates to Notes represented by the Temporary Regulation
S Global Note Certificate (the "Temporary Certificate"). Pursuant to Section
2.01 of the Indenture dated as of June 12, 2001 relating to the Notes (the
"Indenture"), we hereby certify that (1) we are the beneficial owner of
$[__________] principal amount of Original Notes represented by the Temporary
Certificate and (2) we are a person outside the United States to whom the
Original Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the Securities Act of 1933, as amended. Accordingly, you are
hereby requested to issue a Definitive Note representing the undersigned's
interest in the principal amount of Original Notes represented by the Temporary
Certificate, all in the manner provided by the Indenture.

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

                                    Very truly yours,

                                    ____________________________________
                                    [Name of Holder]



                                    By:   ______________________________
                                          Name:
                                          Date:
                                          Title:

                                      E-1
<PAGE>   99
                             CROSS REFERENCE TABLE(4)

<TABLE>
<CAPTION>
TIA                                                                 Indenture
 Section                                                             Section
<S>                                                               <C>
310(a)(1)......................................................          7.10
   (a)(2) .....................................................          7.10
   (a)(3) .....................................................          N.A.(5)
   (a)(4) .....................................................          N.A.
   (a)(5) .....................................................          7.10
   (b) ........................................................    7.08; 7.10
   (c) ........................................................          N.A.
311(a) ........................................................          7.11
   (b) ........................................................          7.11
   (c) ........................................................          N.A.
312(a) ........................................................          2.05
   (b) ........................................................         11.03
   (c) ........................................................         11.03
313(a) ........................................................          7.06
   (b)(1) .....................................................          N.A.
   (b)(2) .....................................................          7.06
   (c) ........................................................         11.02
   (d) ........................................................          7.06
314(a) ........................................................     4.02; 11.02
   (b) ........................................................          N.A.
   (c)(1) .....................................................         11.04
   (c)(2) .....................................................         11.04
   (c)(3) .....................................................          N.A.
   (d) ........................................................          N.A.
   (e) ........................................................         11.05
   (f) ........................................................          4.03
315(a) ........................................................          7.01
   (b) ........................................................     7.05; 11.02
   (c) ........................................................          7.01
   (d) ........................................................          7.07
   (e) ........................................................          6.11
316(a) (last sentence) ........................................          2.08
   (a)(1)(A) ..................................................          6.05
   (a)(1)(B) ..................................................          6.04
   (a)(2) .....................................................          N.A.
   (b) ........................................................          6.07
   (c) ........................................................          N.A.
</TABLE>

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

(4) Note: This Cross Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

(5) N.A. means Not Applicable.

                                      F-1
<PAGE>   100
<TABLE>

<S>                                                                 <C>
317(a)(1) .....................................................           6.08
   (a)(2) .....................................................           6.09
   (b) ........................................................           2.04
318(a) ........................................................          11.01
</TABLE>

                                      F-2
<PAGE>   101
<TABLE>
<S>                                                                           <C>
ARTICLE I         DEFINITIONS AND INCORPORATION BY REFERENCE................    1

      SECTION 1.01      Definitions.........................................    1

      SECTION 1.02      Other Definitions...................................   17

      SECTION 1.03      Incorporation by Reference of Trust Indenture
                        Act.................................................   17

      SECTION 1.04      Rules of Construction...............................   18

      SECTION 1.05      Acts of Holders.....................................   18

      SECTION 1.06      Exchange Rates......................................   19

ARTICLE II        THE NOTES.................................................   19

      SECTION 2.01      Form and Dating.....................................   19

      SECTION 2.02      Execution and Authentication........................   20

      SECTION 2.03      Registrar and Paying Agent..........................   22

      SECTION 2.04      Paying Agent to Hold Money in Trust.................   22

      SECTION 2.05      Holder Lists........................................   23

      SECTION 2.06      Transfer and Exchange...............................   23

      SECTION 2.07      Replacement Notes...................................   32

      SECTION 2.08      Outstanding Notes; Determinations of Holders'
                        Action..............................................   33

      SECTION 2.09      Temporary Notes.....................................   33

      SECTION 2.10      Cancellation........................................   34

      SECTION 2.11      CUSIP Number........................................   34

      SECTION 2.12      Defaulted Interest..................................   34

      SECTION 2.13      Liquidated Damages Under Registration Rights
                        Agreement...........................................   35

ARTICLE III       REDEMPTION................................................   35

      SECTION 3.01      Right to Redeem; Notices to Trustee.................   35

      SECTION 3.02      Selection of Notes to be Redeemed...................   35

      SECTION 3.03      Notice of Redemption................................   35

      SECTION 3.04      Effect of Notice of Redemption......................   36

      SECTION 3.05      Deposit of Redemption Price.........................   36

      SECTION 3.06      Notes Redeemed in Part..............................   36

ARTICLE IV        COVENANTS.................................................   36

      SECTION 4.01      Payment of Notes....................................   36

      SECTION 4.02      Reports.............................................   37

      SECTION 4.03      Compliance Certificates.............................   38

      SECTION 4.04      Further Instruments and Acts........................   39
</TABLE>
<PAGE>   102
<TABLE>
<S>                                                                           <C>
      SECTION 4.05      Maintenance of Office or Agency.....................   39

      SECTION 4.06      Limitation on Restricted Payments...................   39

      SECTION 4.07      Limitation on Other Senior Subordinated
                        Indebtedness........................................   41

      SECTION 4.08      Limitation on Additional Indebtedness...............   41

      SECTION 4.09      Limitation on Sale or Issuance of Preferred
                        Stock of Restricted Subsidiaries....................   44

      SECTION 4.10      Limitation on Liens.................................   44

      SECTION 4.11      Limitation on Certain Restrictions Affecting
                        Subsidiaries........................................   45

      SECTION 4.12      Repurchase Upon Change of Control...................   45

      SECTION 4.13      Limitation On Use of Proceeds from Asset Sales......   47

      SECTION 4.14      Limitation on Transactions With Affiliates..........   48

      SECTION 4.15      Intentionally Omitted...............................   49

      SECTION 4.16      Payment of Taxes and Other Claims...................   49

      SECTION 4.17      Corporate Existence.................................   49

      SECTION 4.18      Maintenance of Properties and Insurance.............   49

      SECTION 4.19      Stay, Extension and Usury Laws......................   50

      SECTION 4.20      Investment Company Act..............................   50

      SECTION 4.21      Payments for Consents...............................   50

      SECTION 4.22      Covenant to Comply with Securities Laws Upon
                        Purchase of Notes...................................   50

ARTICLE V         SUCCESSOR CORPORATION.....................................   50

      SECTION 5.01      When the Company May Merge or Transfer Assets.......   50

      SECTION 5.02      Successor Corporation Substituted...................   51

ARTICLE VI        DEFAULTS AND REMEDIES.....................................   51

      SECTION 6.01      Events of Default...................................   51

      SECTION 6.02      Acceleration........................................   53

      SECTION 6.03      Other Remedies......................................   54

      SECTION 6.04      Waiver of Past Defaults.............................   54

      SECTION 6.05      Control by Majority.................................   54

      SECTION 6.06      Limitation on Suits.................................   54

      SECTION 6.07      Rights of Holders to Receive Payment................   55

      SECTION 6.08      Collection Suit by Trustee..........................   55

      SECTION 6.09      Trustee May File Proofs of Claim....................   55
</TABLE>
<PAGE>   103
<TABLE>
<S>                                                                           <C>
      SECTION 6.10      Priorities..........................................   56

      SECTION 6.11      Undertaking for Costs...............................   56

      SECTION 6.12      Restoration of Rights and Remedies..................   56

ARTICLE VII       TRUSTEE...................................................   56

      SECTION 7.01      Duties of Trustee...................................   56

      SECTION 7.02      Rights of Trustee...................................   58

      SECTION 7.03      Individual Rights of Trustee........................   58

      SECTION 7.04      Trustee's Disclaimer................................   58

      SECTION 7.05      Notice of Defaults..................................   59

      SECTION 7.06      Reports by Trustee to Holders.......................   59

      SECTION 7.07      Compensation and Indemnity..........................   59

      SECTION 7.08      Replacement of Trustee..............................   60

      SECTION 7.09      Successor Trustee by Merger.........................   60

      SECTION 7.10      Eligibility; Disqualification.......................   60

      SECTION 7.11      Preferential Collection of Claims Against the
                        Company.............................................   61

ARTICLE VIII      DISCHARGE OF INDENTURE; DEFEASANCE........................   61

      SECTION 8.01      Discharge...........................................   61

      SECTION 8.02      Option to Effect Legal Defeasance or Covenant
                        Defeasance..........................................   61

      SECTION 8.03      Legal Defeasance and Discharge......................   61

      SECTION 8.04      Covenant Defeasance.................................   62

      SECTION 8.05      Conditions to Legal or Covenant Defeasance..........   62

      SECTION 8.06      Deposited Money and U.S. Government Obligations
                        to be Held in Trust; Other Miscellaneous
                        Provisions..........................................   63

      SECTION 8.07      Repayment to the Company............................   64

      SECTION 8.08      Reinstatement.......................................   64

ARTICLE IX        AMENDMENTS................................................   65

      SECTION 9.01      Without Consent of Holders..........................   65

      SECTION 9.02      With Consent of Holders.............................   65

      SECTION 9.03      Compliance with Trust Indenture Act.................   66

      SECTION 9.04      Revocation and Effect of Consents, Waivers and
                        Actions.............................................   66

      SECTION 9.05      Notation on or Exchange of Notes....................   66

      SECTION 9.06      Trustee to Sign Supplemental Indenture..............   67

      SECTION 9.07      Effect of Supplemental Indentures...................   67
</TABLE>
<PAGE>   104
<TABLE>
<S>                                                                           <C>
ARTICLE X         SUBORDINATION.............................................   67

      SECTION 10.01     Agreement to Subordinate............................   67

      SECTION 10.02     Intentionally Omitted...............................   67

      SECTION 10.03     Liquidation; Dissolution; Bankruptcy................   67

      SECTION 10.04     Default on Senior Indebtedness......................   68

      SECTION 10.05     No Suspension of Remedies...........................   69

      SECTION 10.06     When Distribution Must Be Paid Over.................   69

      SECTION 10.07     Notice by the Company...............................   70

      SECTION 10.08     Subrogation.........................................   70

      SECTION 10.09     Relative Rights.....................................   70

      SECTION 10.10     No Waiver of Subordination Provisions...............   71

      SECTION 10.11     Distribution or Notice to Representative............   71

      SECTION 10.12     Rights of Trustee and Paying Agent..................   71

      SECTION 10.13     Authorization to Effect Subordination...............   72

      SECTION 10.14     Miscellaneous.......................................   72

ARTICLE XI        MISCELLANEOUS.............................................   72

      SECTION 11.01     Trust Indenture Act Controls........................   72

      SECTION 11.02     Notices.............................................   73

      SECTION 11.03     Communication by Holders with Other Holders.........   73

      SECTION 11.04     Certificate and Opinion as to Conditions
                        Precedent...........................................   73

      SECTION 11.05     Statements Required in Certificate or Opinion.......   74

      SECTION 11.06     Separability Clause.................................   74

      SECTION 11.07     Rules by Trustee, Paying Agent and Registrar........   74

      SECTION 11.08     Legal Holidays......................................   74

      SECTION 11.09     GOVERNING LAW.......................................   74

      SECTION 11.10     No Recourse Against Others..........................   75

      SECTION 11.11     Successors..........................................   75

      SECTION 11.12     Multiple Originals..................................   75

SIGNATURES..................................................................   76
</TABLE>
<PAGE>   105
EXHIBIT A         Form of Note

EXHIBIT B         Form of Certificate to be Delivered Upon Exchange or
                  Registration of Transfer of Notes

EXHIBIT C         Form of Certificate to be Delivered by Accredited
                  Institutions

EXHIBIT D         Form of Certificate to Delivered in Connection with
                  Transfers Pursuant to Regulation S

EXHIBIT E         Form of Certificate to be Delivered Upon Termination of the
                  Restricted Period

EXHIBIT F         Cross Reference Table