<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY
                                                                  --------------



                     APPLIED EXTRUSION TECHNOLOGIES, INC.

                                      And

                APPLIED EXTRUSION TECHNOLOGIES (CANADA), INC.,

                                   Guarantor



                                      TO

               WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

                                    Trustee

                        ______________________________

                                   Indenture

                           Dated as of June 19, 2001

                        ______________________________

                                 $275,000,000

                         10 3/4% Senior Notes due 2011


                                      and

                    10 3/4% Series B Senior Notes due 2011


<PAGE>

                     APPLIED EXTRUSION TECHNOLOGIES, INC.

              Reconciliation and tie between Trust Indenture Act
               of 1939 and Indenture, dated as of June 19, 2001
               ------------------------------------------------


Trust Indenture                                                      Indenture
  Act Section                                                         Section
-----------------------------------------------------------------------------

(s) 310  (a)(1)                                                         607
         (a)(2)                                                         607
         (b)                                                            608

(s) 312  (c)                                                            701
(s) 314  (a)(4)                                                        1008(a)
         (c)(1)                                                         103
         (c)(2)                                                         103
         (e)                                                            103
(s) 315  (b)                                                            601
(s) 316  (a)(last sentence)                                             101
         (a)(1)(A)                                                      502, 512
         (a)(1)(B)                                                      513
         (b)                                                            508
         (c)                                                            105(d)
(s) 317  (a)(1)                                                         503
         (a)(2)                                                         504
         (b)                                                           1003
(s) 318  (a)                                                            112


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
PARTIES......................................................................................................     1
RECITALS.....................................................................................................     1

                        ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101.   Definitions..........................................................................     2
         Section 102.   Incorporation by Reference of Trust Indenture Act....................................    19
         Section 103.   Compliance Certificates and Opinions.................................................    20
         Section 104.   Form of Documents Delivered to Trustee...............................................    20
         Section 105.   Acts of Holders......................................................................    21
         Section 106.   Notices, Etc., to Trustee, Company...................................................    22
         Section 107.   Notice to Holders; Waiver............................................................    22
         Section 108.   Effect of Headings and Table of Contents.............................................    23
         Section 109.   Successors and Assigns...............................................................    23
         Section 110.   Separability Clause..................................................................    23
         Section 111.   Benefits of Indenture................................................................    23
         Section 112.   Governing Law........................................................................    23
         Section 113.   Legal Holidays.......................................................................    23

                                             ARTICLE TWO SECURITY FORMS

         Section 201.   Forms Generally......................................................................    24
         Section 202.   Restrictive Legends..................................................................    24

                                            ARTICLE THREE THE SECURITIES

         Section 301.   Title and Terms......................................................................    26
         Section 302.   Denominations........................................................................    26
         Section 303.   Execution, Authentication, Delivery and Dating.......................................    26
         Section 304.   Temporary Securities.................................................................    27
         Section 305.   Registration, Registration of Transfer and Exchange..................................    28
         Section 306.   Book-Entry Provisions for U.S. Global Security.......................................    29
         Section 307.   Special Transfer Provisions..........................................................    30
         Section 308.   Mutilated, Destroyed, Lost and Stolen Securities.....................................    31
         Section 309.   Payment of Interest; Interest Rights Preserved.......................................    32
         Section 310.   Persons Deemed Owners................................................................    33
         Section 311.   Cancellation.........................................................................    33
         Section 312.   Computation of Interest..............................................................    33

                                      ARTICLE FOUR SATISFACTION AND DISCHARGE

         Section 401.   Satisfaction and Discharge of Indenture..............................................    34
         Section 402.   Application of Trust Money...........................................................    35
</TABLE>

                                       i
<PAGE>

<TABLE>
         <S>                                                                                                     <C>
                                               ARTICLE FIVE REMEDIES

         Section 501.   Events of Default....................................................................    35
         Section 502.   Acceleration of Maturity; Rescission and Annulment...................................    37
         Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee......................    38
         Section 504.   Trustee May File Proofs of Claim.....................................................    38
         Section 505.   Trustee May Enforce Claims Without Possession of Securities..........................    39
         Section 506.   Application of Money Collected.......................................................    39
         Section 507.   Limitation on Suits..................................................................    40
         Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest............    40
         Section 509.   Restoration of Rights and Remedies...................................................    40
         Section 510.   Rights and Remedies Cumulative.......................................................    41
         Section 511.   Delay or Omission Not Waiver.........................................................    41
         Section 512.   Control by Holders...................................................................    41
         Section 513.   Waiver of Past Defaults..............................................................    41
         Section 514.   Waiver of Stay or Extension Laws.....................................................    42

                                              ARTICLE SIX THE TRUSTEE

         Section 601.   Notice of Defaults...................................................................    42
         Section 602.   Certain Rights of Trustee............................................................    43
         Section 603.   Trustee Not Responsible for Recitals or Issuance of Securities.......................    44
         Section 604.   May Hold Securities..................................................................    44
         Section 605.   Money Held in Trust..................................................................    44
         Section 606.   Compensation and Reimbursement.......................................................    44
         Section 607.   Corporate Trustee Required; Eligibility..............................................    45
         Section 608.   Resignation and Removal; Appointment of Successor....................................    45
         Section 609.   Acceptance of Appointment by Successor...............................................    46
         Section 610.   Merger, Conversion, Consolidation or Succession to Business..........................    47

                                ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 701.   Disclosure of Names and Addresses of Holders.........................................    47
         Section 702.   Reports by Trustee...................................................................    47

                         ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801.   Company May Consolidate, Etc., Only on Certain Terms.................................    48
         Section 802.   Successor Substituted................................................................    49
         Section 803.   Securities to Be Secured in Certain Events...........................................    49

                                        ARTICLE NINE SUPPLEMENTAL INDENTURES

         Section 901.   Supplemental Indentures Without Consent of Holders...................................    49
         Section 902.   Supplemental Indentures with Consent of Holders......................................    50
         Section 903.   Execution of Supplemental Indentures.................................................    51
         Section 904.   Effect of Supplemental Indentures....................................................    51
</TABLE>

                                      ii
<PAGE>

<TABLE>
         <S>                                                                                                     <C>
         Section 905.    Conformity with Trust Indenture Act.................................................    51
         Section 906.    Reference in Securities to Supplemental Indentures..................................    51
         Section 907.    Notice of Supplemental Indentures...................................................    51

                                               ARTICLE TEN COVENANTS

         Section 1001.   Payment of Principal, Premium, if any, and Interest.................................    51
         Section 1002.   Maintenance of Office or Agency.....................................................    52
         Section 1003.   Money for Security Payments to Be Held in Trust.....................................    52
         Section 1004.   Corporate Existence.................................................................    53
         Section 1005.   Payment of Taxes and Other Claims...................................................    53
         Section 1006.   Maintenance of Properties...........................................................    54
         Section 1007.   Insurance...........................................................................    54
         Section 1008.   Statement by Officers as to Default.................................................    54
         Section 1009.   Provision of Financial Statements...................................................    54
         Section 1010.   Limitation on Indebtedness..........................................................    55
         Section 1011.   Limitation on Restricted Payments...................................................    56
         Section 1012.   Limitation on Issuances and Sales of Restricted Subsidiary Stock....................    58
         Section 1013.   Limitation on Transactions with Affiliates..........................................    59
         Section 1014.   Limitation on Liens.................................................................    59
         Section 1015.   Change of Control...................................................................    59
         Section 1016.   Limitation on Disposition of Proceeds of Asset Sales................................    60
         Section 1017.   Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.................    61
         Section 1018.   Limitation on Dividends and Other Payment Restrictions Affecting Restricted
                         Subsidiaries........................................................................    62
         Section 1019.   Restriction on Transfer of Assets to Subsidiaries...................................    63
         Section 1020.   Waiver of Certain Covenants.........................................................    63

                                      ARTICLE ELEVEN REDEMPTION OF SECURITIES

         Section 1101.   Right of Redemption.................................................................    63
         Section 1102.   Applicability of Article............................................................    64
         Section 1103.   Election to Redeem; Notice to Trustee...............................................    64
         Section 1104.   Selection by Trustee of Securities to Be Redeemed...................................    64
         Section 1105.   Notice of Redemption................................................................    64
         Section 1106.   Deposit of Redemption Price.........................................................    65
         Section 1107.   Securities Payable on Redemption Date...............................................    65
         Section 1108.   Securities Redeemed in Part.........................................................    65

                                 ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE

         Section 1201.   Company's Option to Effect Defeasance or Covenant Defeasance........................    66
         Section 1202.   Defeasance and Discharge............................................................    66
         Section 1203.   Covenant Defeasance.................................................................    66
         Section 1204.   Conditions to Defeasance or Covenant Defeasance.....................................    67
         Section 1205.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                         Miscellaneous Provisions............................................................    68
         Section 1206.   Reinstatement.......................................................................    69
</TABLE>

                                      iii
<PAGE>

<TABLE>
         <S>                                                                                                     <C>
                                            ARTICLE THIRTEEN GUARANTEES

         Section 1301.   Guarantees..........................................................................    69
         Section 1302.   Severability........................................................................    71
         Section 1303.   Restricted Subsidiaries.............................................................    71
         Section 1304.   Priority of Guarantees..............................................................    71
         Section 1305.   Limitation of Guarantors' Liability.................................................    72
         Section 1306.   Subrogation.........................................................................    72
         Section 1307.   Reinstatement.......................................................................    72
         Section 1308.   Release of the Guarantor............................................................    72
         Section 1309.   Benefits Acknowledged...............................................................    73
</TABLE>


EXHIBITS

         EXHIBIT A   Form of Securities, Trustee's Certificate of Authentication

         EXHIBIT B   Form of Guaranty

         EXHIBIT C   Exhibit to be delivered on the Closing Date evidencing
                     Indebtedness of the Company outstanding on the date of this
                     Indenture

                                      iv
<PAGE>


          INDENTURE, dated as of June 19, 2001 between APPLIED EXTRUSION
TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 3 Centennial Drive, Peabody, Massachusetts 01960, APPLIED EXTRUSION
TECHNOLOGIES (CANADA), INC., a Delaware corporation (herein called the
"Guarantor"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 10 3/4%
Senior Notes due 2011 (herein called the "Initial Securities"), and 10 3/4%
Series B Senior Notes due 2011 (the "Exchange Securities" and, together with the
Initial Securities, the "Securities") of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

          Upon the issuance of the Exchange Securities, if any, or the
effectiveness of the Shelf Registration Statement (as defined), this Indenture
will be subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

          All things necessary have been done to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company and to make this
Indenture a valid agreement of the Company, in accordance with their and its
terms.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

          Section 101. Definitions.
          ------------------------

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (a)  the terms defined in this Article have the meanings assigned to
     them in this Article, and include the plural as well as the singular;

          (b)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein, and the terms "cash transaction" and "self-
     liquidating paper", as used in TIA Section 311, shall have the meanings
     assigned to them in the rules of the Commission adopted under the Trust
     Indenture Act;

          (c)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP; and

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

          Certain terms, used principally in Articles Two, Ten and Twelve, are
defined in those Articles.

          "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in
connection with an Asset Acquisition from such Person or (b) existing at the
time such Person becomes a subsidiary of any other Person (other than any
Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a subsidiary).

          "Act", when used with respect to any Holder, has the meaning specified
in Section 105.

          "Administrative Agent" means The Chase Manhattan Bank (National
Association), as administrative agent for the Banks, and its successors in such
capacity.

          "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person.

          "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or any such Person shall be merged with or into
the Company or any Restricted Subsidiary or (b) the acquisition by the Company
or any Restricted Subsidiary of the assets of

                                       2
<PAGE>

any Person which constitute all or substantially all of the assets of such
Person or any division or line of business of such Person.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition to any Person other than the Company or a Restricted
Subsidiary, in one or a series of related transactions, of (a) any Capital Stock
of any Restricted Subsidiary held by the Company or any Restricted Subsidiary;
(b) all or substantially all of the properties and assets of any division or
line of business of the Company or any Restricted Subsidiary; or (c) any other
properties or assets of the Company or any Restricted Subsidiary other than in
the ordinary course of business. For the purposes of this definition, the term
"Asset Sale" shall not include any sale, issuance, conveyance, transfer, lease
or other disposition of properties or assets (i) that is governed by the
provisions of Article Eight of this Indenture, (ii) to an Unrestricted
Subsidiary, if permitted under Section 1011 of this Indenture or (iii) having a
fair market value of less than $500,000 in any transaction or series of related
transactions.

          "Average Life" means, with respect to any Indebtedness, as at any date
of determination, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from such date to the date or dates of each
successive scheduled principal payment (including, without limitation, any
sinking fund requirements) of such Indebtedness multiplied by (ii) the amount of
each such principal payment by (b) the sum of all such principal payments.

          "Bank Credit Agreement" means the Credit Agreement dated as of April
7, 1994 and amended and restated as of January 29, 1998, as amended by Waiver
and Amendment No. 1 dated as of December 16, 1998, further amended and restated
as of March 15, 1999, further amended by Amendment No. 1 dated as of April 23,
1999, further amended and restated as of April 12, 2000 and September 30, 2000,
further amended by Amendment No. 1 dated as of December 31, 2000, further
amended and restated as of April 15, 2001 and further amended as of June 15,
2001, among the Company and the Banks as in effect on the date hereof and as
such Agreement may be amended, restated, renewed, extended, supplemented,
replaced, substituted, refinanced or otherwise modified from time to time.

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

          "Banks" means banks and other financial institutions from time to time
that are lenders under the Bank Credit Agreement.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

                                       3
<PAGE>

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.

          "Capitalized Lease Obligation" means any obligation under a lease of
(or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and, for the purpose of the Indenture, the
amount of such obligation at any date shall be the capitalized amount thereof at
such date, determined in accordance with GAAP.

          "Cash Equivalents" means (i) any evidence of Indebtedness with a
maturity of 180 days or less issued or directly and fully guaranteed or insured
by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (ii) certificates of deposit or acceptances with a
maturity of 180 days or less of any financial institution that is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than $500,000,000; and (iii) commercial paper with a
maturity of 180 days or less issued by a corporation that is not an Affiliate of
the Company and is organized under the laws of any state of the United States or
the District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody's.

          "Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the ultimate "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have "beneficial ownership" of all securities that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 40% of
the total Voting Stock of the Company; (b) the Company consolidates with, or
merges with or into, another Person or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, the Company, in
any such event pursuant to a transaction in which the outstanding Voting Stock
of the Company is converted into or exchanged for cash, securities or other
property, other than any such transaction where (i) the outstanding Voting Stock
of the Company is converted into or exchanged for (1) Voting Stock (other than
Redeemable Capital Stock) of the surviving or transferee corporation or of a
corporation in control of such surviving or transferee corporation, or (2) cash,
securities and other property in an amount that could be paid by the Company as
a Restricted Payment under the Indenture and (ii) immediately after such
transaction no "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) is the ultimate "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 40% of the total
Voting Stock of the surviving or transferee corporation or of a corporation in
control of such surviving or transferee corporation; or (c) 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

                                       4
<PAGE>

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.

          "Closing Date" means June 19, 2001.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of the Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, Exchange Act
and Trust Indenture Act then the body performing such duties at such time.

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, Chief Executive Officer, its
President, any Vice President, its Treasurer, Director of Finance or an
Assistant Treasurer, and delivered to the Trustee.

          "Common Stock" means, with respect to any Person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of, such Person's common stock, whether
outstanding at the Closing Date, and includes, without limitation, all series
and classes of such common stock.

          "Consolidated Adjusted Net Income" means, for any period, the
consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding (a)
net after-tax extraordinary gains or losses (less all fees and expenses relating
thereto), (b) net after-tax gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions, (c) the net income (or net loss) of
any Person (other than the Company or a Restricted Subsidiary), including
Unrestricted Subsidiaries, in which the Company or any of its Restricted
Subsidiaries has an ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or its Restricted
Subsidiaries in cash by such other Person during such period, (d) net income (or
net loss) of any Person combined with the Company or any of its Restricted
Subsidiaries on a "pooling of interests" basis attributable to any period prior
to the date of combination and (e) the net income of any Restricted Subsidiary
to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary is not at the date of determination
permitted, directly or indirectly, by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders.

          "Consolidated Fixed Charge Coverage Ratio" means, for any period, the
ratio of (a) the sum of Consolidated Adjusted Net Income, Consolidated Interest
Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges, in
each case, for such period, of the Company and its Restricted Subsidiaries on a
consolidated basis, all determined in accordance with GAAP, to (b) the sum of
such Consolidated Interest Expense for such period; provided that (i) in making
                                                    --------
such computation, the Consolidated Interest Expense attributable to interest on
any

                                       5
<PAGE>

Indebtedness computed on a pro forma basis and bearing a floating interest rate
                           --- -----
shall be computed as if the rate in effect on the date of computation had been
the applicable rate for the entire period, (ii) in making such computation, the
Consolidated Interest Expense attributable to interest on any Indebtedness under
a revolving credit facility computed on a pro forma basis shall be computed
                                          --- -----
based upon the average daily balance of such Indebtedness during the applicable
period, and (iii) notwithstanding clauses (i) and (ii) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Rate Protection Obligations, shall be
deemed to have accrued at the rate per annum resulting after giving effect to
the operation of such agreements.

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

          "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (i) the interest expense of the Company and its
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP, including, without limitation, (a) any amortization of
debt discount, (b) the net cost under Interest Rate Protection Obligations
(including any amortization of discounts), (c) the interest portion of any
deferred payment obligation, (d) all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and (e) all accrued interest, (ii) the interest expense on Indebtedness of any
Person (other than the Company or any Restricted Subsidiary) guaranteed by the
Company or any Restricted Subsidiary, (iii) the interest component of
Capitalized Lease Obligations 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 (iv) the
aggregate dividends paid or accrued, without duplication (other than dividends
paid in Common Stock of the Company), on Preferred Stock of the Company, to the
extent such Preferred Stock is owned by Persons other than the Company's
Restricted Subsidiaries.

          "Consolidated Net Worth" means, at any date, the consolidated
stockholders' equity of the Company less the amount of such stockholders' equity
attributable to Redeemable Capital Stock or treasury stock of the Company and
its Restricted Subsidiaries, as determined in accordance with GAAP.

          "Consolidated Non-cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and its
Restricted Subsidiaries reducing Consolidated Adjusted Net Income for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such non-cash charge which requires an accrual of or reserve for cash
charges for any future period).

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be principally administered, which office at the date of execution of this
Indenture is located at 213 Court Street, Suite 902 Attention: Corporate Trust
Services, Middletown, CT 06457, except that with respect to presentation of
Securities for payment or for registration of transfer or exchange, such term
shall mean the office or agency of the Trustee at which, at any particular time,
its corporate agency business shall be conducted.

                                       6
<PAGE>

          "corporation" includes corporations, associations, companies and
business trusts.

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

          "Defaulted Interest" has the meaning specified in Section 309.

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

          "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under the Indenture, a member of
the 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.

          "domestic Restricted Subsidiary" means any Restricted Subsidiary that
was formed under the laws of the United States or any state or dependency
thereof or the District of Columbia.

          "Event of Default" has the meaning set forth in Section 501.

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

          "Exchange Offer" means the exchange offer that may be effected
pursuant to the Registration Rights Agreement.

          "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

          "Exchange Securities" has the meaning stated in the first recital of
this Indenture and refers to any Exchange Securities containing terms
substantially identical to the Initial Securities (except that such Exchange
Securities shall not contain terms with respect to transfer restrictions) that
are issued and exchanged for the Initial Securities pursuant to the Registration
Right Agreement and this Indenture.

          "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

          "Fully Traded Common Stock" means Common Stock issued by any
corporation if (A) such Common Stock is listed on The New York Stock Exchange,
The American Stock Exchange or The London Stock Exchange or is included for
trading privileges in the National Market System of the National Association of
Securities Dealers Automated Quotation System; provided that such Common Stock
                                               --------
is freely tradeable under the Securities Act (or, in the case of The London
Stock Exchange, any applicable law, rule or regulation) upon issuance; and (B)
such Common Stock does not constitute more than 15% of the issued and
outstanding Common Stock of such corporation held by Persons other than 10%
holders of such Common Stock and Affiliates and insiders of such corporation.

                                       7
<PAGE>

          "GAAP" means generally accepted accounting principles, consistently
applied, that are 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 may be approved by a significant
segment of the accounting profession of the United States of America, which are
applicable as of the Closing Date.

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

          "Guarantee" means any guarantee of the Securities by any Restricted
Subsidiary in accordance with the provisions set forth in Section 1017 or
Article Thirteen. When used as a verb, "Guarantee" shall have a corresponding
meaning.

          "Guarantor" means each Restricted Subsidiary that executes the
Indenture and any other Restricted Subsidiary that incurs a Guarantee, provided
                                                                       --------
that upon the release and discharge of any Person from its Guarantee in
accordance with the Indenture, such person shall cease to be a Guarantor.

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "Indebtedness" means, with respect to any Person, without duplication,
(a) all liabilities of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit, bankers' acceptance or other
similar credit transaction and in connection with any agreement to purchase,
redeem, exchange, convert or otherwise acquire for value any Capital Stock of
such Person, or any warrants, rights or options to acquire such Capital Stock,
now or hereafter outstanding, if, and to the extent, any of the foregoing would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, (b) all obligations of such Person evidenced by bonds, notes,
debentures or other similar instruments, if, and to the extent, any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (c) all indebtedness of such Person created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (d) all Capitalized Lease
Obligations of such Person, (e) all Indebtedness referred to in the preceding
clauses of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of

                                       8
<PAGE>

the value of such property or asset or the amount of the obligation so secured),
(f) all guarantees by such Person of Indebtedness referred to in this
definition, (g) all Redeemable Capital Stock of such Person valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends, (h) all obligations of such Person under or in respect of
currency exchange contracts and Interest Rate Protection Obligations and (i) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of such Person of the types referred to in clauses (a) through
(h) above. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the fair market value of such Redeemable Capital
Stock, such fair market value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

          "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

          "Initial Securities" has the meaning stated in the first recital of
this Indenture.

          "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

          "Interest Rate Protection Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person whereby, directly or
indirectly, such person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

          "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any other Person. In addition, the fair
market value of the net assets of any Restricted Subsidiary at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary shall be
deemed to be an "Investment" made by the Company in such Unrestricted Subsidiary
at such time. "Investments" shall exclude extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

          "Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance upon or with respect to any property of any
kind. A Person shall be deemed to own subject to a Lien any property which such
Person has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention
agreement.

                                       9
<PAGE>

          "Maturity" means, with respect to any Security, the date on which any
principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity with respect to such principal or by
declaration of acceleration, call for redemption or purchase or otherwise.

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

          "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary of the Company),
net of (i) brokerage commissions and other fees and expenses (including fees and
expenses of legal counsel and investment banks) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale
and (iv) amounts to be provided by the Company or any Restricted Subsidiary, as
the case may be, as a reserve established in accordance with GAAP consistently
applied against any liabilities associated with such Asset Sale and retained by
the Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee.

          "Officers' Certificate" means a certificate signed by the Chairman,
the Chief Executive Officer, the President or a Vice President, and by the
Treasurer, the Director of Finance, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company, and who shall be
acceptable to the Trustee.

          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (i)    Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii)   Securities, or portions thereof, for whose payment or
     redemption money in the necessary amount has been theretofore deposited
     with the Trustee or any Paying Agent (other than the Company) in trust or
     set aside and segregated in trust by the Company (if the Company shall act
     as its own Paying Agent) for the Holders of such Securities; provided that,
                                                                  --------
     if such Securities are to be redeemed, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made;

          (iii)  Securities, except to the extent provided in Sections 1202 and
     1203, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Twelve; and

                                       10
<PAGE>

                  (iv) Securities which have been paid pursuant to Section 308
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands the Securities are valid obligations
         of the Company;

provided, however, that, in determining whether the Holders of the requisite
--------  -------
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Securities owned
by the Company or any other obligor upon the Securities 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 making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

                  "Pari Passu Indebtedness" means Indebtedness of the Company
which is pari passu with the Securities, and with respect to any Guarantee,
Indebtedness which is pari passu with such Guarantee.

                  "Paying Agent" means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (and premium,
if any, on) or interest on any Securities on behalf of the Company.

                  "Permitted Business" means any business conducted by the
Company or its Restricted Subsidiaries, as the case may be, on the Closing Date
and any other businesses reasonably related or ancillary thereto.

                  "Permitted Indebtedness" means any of the following:

                  (i)   Indebtedness of the Company under the Bank Credit
         Agreement in an aggregate principal amount not to exceed $95,000,000 at
         any one time outstanding;

                  (ii)  Indebtedness of the Company under the Securities;

                  (iii) Indebtedness of the Company outstanding on the date of
         the Indenture (other than under the Bank Credit Agreement) as listed on
         the attached Exhibit C provided by the Company on the Closing Date;

                  (iv)  obligations of the Company pursuant to Interest Rate
         Protection Obligations, which obligations do not exceed the aggregate
         principal amount of the Indebtedness covered by such Interest Rate
         Protection Obligations and obligations under currency exchange entered
         into in the ordinary course of business;

                  (v)   Indebtedness of the Company to any Restricted
         Subsidiaries, provided that any disposition, pledge or transfer of any
                       --------
         such Indebtedness to a Person (other than a

                                       11
<PAGE>

         disposition, pledge or transfer to a Restricted Subsidiary) shall be
         deemed to be an incurrence of such Indebtedness by the Company or other
         obligor not permitted by this clause (v);

                  (vi)   Indebtedness of the Company consisting of guarantees,
         indemnities or obligations in respect of purchase price adjustments in
         connection with the acquisition or disposition of assets, including,
         without limitation, shares of Capital Stock of Restricted Subsidiaries;

                  (vii)  letters of credit in the amount not to exceed
         $6,500,000 at any one time outstanding, all or a portion of which may
         be incurred under the Bank Credit Agreement, in addition to the amount
         permitted to be incurred under the Bank Credit Agreement pursuant to
         clause (i) and (x) of this definition;

                  (viii) any renewals, extensions, substitutions, refinancings
         or replacements (each, for purposes of this clause, a "refinancing") by
         the Company of any Indebtedness of the Company other than Indebtedness
         incurred pursuant to clauses (i), (iv), (v), (vi), (vii), (ix) or (x)
         of this definition, including any successive refinancings by the
         Company, so long as (A) any such new Indebtedness shall be in a
         principal amount that does not exceed the principal amount (or, if such
         Indebtedness being refinanced provides for an amount less than the
         principal amount thereof to be due and payable upon a declaration of
         acceleration thereof, such lesser amount as of the date of
         determination) so refinanced plus the amount of any premium required to
         be paid in connection with such refinancing pursuant to the terms of
         the Indebtedness refinanced or the amount of any premium reasonably
         determined by the Company as necessary to accomplish such refinancing,
         plus the amount of expenses of the Company incurred in connection with
         such refinancing, (B) in the case of any refinancing of Subordinated
         Indebtedness, such new Indebtedness is made subordinate to the
         Securities at least to the same extent as the Indebtedness being
         refinanced and (C) such new Indebtedness has an Average Life longer
         than the Average Life of the Securities and a final Stated Maturity
         later than the final Stated Maturity of the Securities;

                  (ix)   Indebtedness of the Company or any Guarantor
         represented by Capitalized Lease Obligations or Purchase Money
         Obligations or other Indebtedness incurred or assumed in connection
         with the acquisition or development of real or personal, movable or
         immovable, property in each case incurred for the purpose of financing
         or refinancing all or any part of the purchase price or cost of
         construction or improvement of property used in the business of the
         Company or such Guarantor, as the case may be, in an aggregate
         principal amount pursuant to this clause (ix) not to exceed $10,000,000
         outstanding at any time; provided that the principal amount of any
                                  --------
         Indebtedness permitted under this clause (ix) did not in each case at
         the time of incurrence exceed the Fair Market Value, as determined by
         the Company in good faith, of the acquired or constructed asset or
         improvement so financed; and

                  (x)    Indebtedness in an aggregate principal amount not in
         excess of $30,000,000 at any one time outstanding, less the amount of
         Permitted Subsidiary Indebtedness then outstanding pursuant to clause
         (vii) of the definition thereof. All or a portion of the Permitted
         Indebtedness referred to in this clause (x) may be incurred under

                                       12
<PAGE>

         the Bank Credit Agreement, in addition to the amounts permitted to be
         incurred under the Bank Credit Agreement pursuant to clauses (i) and
         (vii) of this definition.

                  "Permitted Investments" means any of the following: (i)
Investments in Cash Equivalents; (ii) Investments in the Company or any
Restricted Subsidiary; (iii) Investments in an amount not to exceed $10,000,000
at any one time outstanding; (iv) Investments by the Company or any Restricted
Subsidiary in another Person, if as a result of such Investment (A) such other
Person becomes a Restricted Subsidiary or (B) such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all of
its assets to, the Company or a Restricted Subsidiary; or (v) Investments in
joint ventures engaged in a Permitted Business not in excess of $10,000,000 at
any one time outstanding.

                  "Permitted Liens" means the following types of Liens:

                  (a) Liens existing as of the Closing Date;

                  (b) Liens securing the Securities;

                  (c) Liens in favor of the Company;

                  (d) Liens securing Indebtedness of the Company under the Bank
         Credit Agreement;

                  (e) Liens for taxes, assessments or governmental charges or
         claims either (i) not delinquent or (ii) contested in good faith by
         appropriate proceedings and as to which the Company or its Restricted
         Subsidiaries shall have set aside on its books such reserves as may be
         required pursuant to GAAP;

                  (f) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not delinquent or being contested in good faith, if such reserve
         or other appropriate provision, if any, as shall be required by GAAP
         shall have been made in respect thereof;

                  (g) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money);

                  (h) judgment Liens not giving rise to an Event of Default so
         long as any appropriate legal proceedings which may have been duly
         initiated for the review of such judgment shall not have been finally
         terminated or the period within which such proceedings may be initiated
         shall not have expired;

                  (i) easements, rights-of-way, restrictions and other similar
         charges or encumbrances not interfering in any material respect with
         the ordinary conduct of the business of the Company or any of its
         Restricted Subsidiaries;

                                       13
<PAGE>

                  (j) any interest or title of a lessor under any Capitalized
         Lease Obligation or operating lease;

                  (k) purchase money Liens; provided, however, that (i) the
                                            --------  -------
         related purchase money Indebtedness shall not be secured by any
         property or assets of the Company or any Restricted Subsidiary other
         than the property and assets so acquired and (ii) the Lien securing
         such Indebtedness shall be created (A) in the case of any Asset
         Acquisition, within 180 days of the closing of such Asset Acquisition
         and (B) in all other cases, in the ordinary course of business within
         90 days of such acquisition;

                  (l) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of custom duties in connection
         with the importation of goods;

                  (m) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
         bankers' acceptances issued or created for the account of such Person
         to facilitate the purchase, shipment or storage of such inventory or
         other goods;

                  (n) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (o) Liens encumbering property or assets under construction
         arising from progress or partial payments by a customer of the Company
         or its Restricted Subsidiaries relating to such property or assets;

                  (p) Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements of the Company or any of its Restricted Subsidiaries,
         including rights of offset and set-off;

                  (q) Liens securing Interest Rate Protection Obligations which
         Interest Rate Protection Obligations relate to Indebtedness that is
         secured by Liens otherwise permitted under this Indenture; and

                  (r) Liens securing an aggregate of $30,000,000 of Indebtedness
         permitted to be incurred under this Indenture by the Company and any
         Restricted Subsidiary.

                  "Permitted Subsidiary Indebtedness" means any of the
         following:

                  (i) Indebtedness of any Restricted Subsidiary outstanding on
         the date of the Indenture;

                  (ii) obligations of any Restricted Subsidiary pursuant to
         Interest Rate Protection Obligations, which obligations do not exceed
         the aggregate principal amount of the Indebtedness covered by such
         Interest Rate Protection Obligations;

                  (iii) Indebtedness of any Restricted Subsidiary to any
         Restricted Subsidiary or to the Company, provided that any disposition,
                                                  --------
         pledge or transfer of any Indebtedness to a Person (other than a
         disposition, pledge or transfer to a Restricted Subsidiary or to the

                                       14
<PAGE>

         Company) shall be deemed to be an incurrence of such Indebtedness by
         the obligor not permitted by this clause (iii);

                  (iv)   Indebtedness of any Restricted Subsidiary consisting of
         guaranties, indemnities or obligations in respect of purchase price
         adjustments in connection with the acquisition or disposition of
         assets, including, without limitation, shares of Capital Stock of
         Restricted Subsidiaries;

                  (v)    any renewals, extensions, substitutions, refinancings
         or replacements (each, for purposes of this clause, a "refinancing") by
         any Restricted Subsidiary of any Indebtedness of such Restricted
         Subsidiary other than Indebtedness incurred pursuant to clauses (ii),
         (iii), (iv) and (vii) of this definition, including any successive
         refinancings by such Restricted Subsidiary, so long as (x) any such new
         Indebtedness shall be in a principal amount that does not exceed the
         principal amount (or, if such Indebtedness being refinanced provides
         for an amount less than the principal amount thereof to be due and
         payable upon a declaration of acceleration thereof, such lesser amount
         as of the date of determination) so refinanced plus the amount of any
         premium required to be paid in connection with such refinancing
         pursuant to the terms of the Indebtedness refinanced or the amount of
         any premium reasonably determined by such Restricted Subsidiary as
         necessary to accomplish such refinancing, plus the amount of expenses
         of such Restricted Subsidiary incurred in connection with such
         refinancing and (y) such new Indebtedness has an Average Life longer
         than the Average Life of the Securities and a final Stated Maturity
         later than the final Stated Maturity of the Securities;

                  (vi)   Indebtedness (as defined in clauses (e) and (f) of the
         definition of Indebtedness) to the Securityholders incurred pursuant to
         provisions of the Indenture;

                  (vii)  Indebtedness in an amount not to exceed $30,000,000 at
         any one time outstanding, less the amount of Permitted Indebtedness
         then outstanding pursuant to clause (x) of the definition thereof; and

                  (viii) Indebtedness of any Restricted Subsidiary relating to
         guarantees by such Restricted Subsidiary of Indebtedness pursuant to
         the Bank Credit Agreement.

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for a
mutilated security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of such Person's preferred or preference stock whether now outstanding, or
issued after the Closing Date, and including, without limitation, all classes
and series of preferred or preference stock of such Person.

                                       15
<PAGE>

                  "Public Offering" means an offer and sale of common stock
(which is Qualified Capital Stock) of the Company pursuant to a registration
statement that has been declared effective by the Commission pursuant to the
Securities Act (other than a registration statement on Form S-8 or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).

                  "Purchase Money Obligation" means any Indebtedness secured by
a Lien on assets related to the business of the Company or its Restricted
Subsidiaries, as the case may be, and any additions and accessions thereto,
which are purchased by the Company or a Restricted Subsidiary at any time after
the Notes are issued; provided that (i) the security agreement or conditional
sales or other title retention contract pursuant to which the Lien on such
assets is created (collectively a "Purchase Money Security Agreement") shall be
entered into within 90 days after the purchase or substantial completion of the
construction of such assets and shall at all times be confined solely to the
assets so purchased or acquired, any additions and accessions thereto and any
proceeds therefrom, (ii) at no time shall the aggregate principal amount of the
outstanding Indebtedness secured thereby be increased, except in connection with
the purchase of additions and accessions thereto and except in respect of fees
and other obligations in respect of such Indebtedness and (iii) (A) the
aggregate outstanding principal amount of Indebtedness secured thereby
(determined on a per asset basis in the case of any additions and accessions)
shall not at the time such Purchase Money Security Agreement is entered into
exceed 100% of the purchase price to the Company of the assets subject thereto
or (B) the Indebtedness secured thereby shall be with recourse solely to the
assets so purchased or acquired, any additions and accessions thereto and any
proceeds therefrom.

                  "Qualified Capital Stock" of any person means any and all
Capital Stock of such person other than Redeemable Capital Stock.

                  "Qualified Equity Offering" means (a) any Public Offering; and
(b) any offering of Qualified Capital Stock of the Company to non-Affiliates
with gross proceeds to the Company in excess of $10,000,000.

                  "Redeemable Capital Stock" means any class or series of
Capital Stock that, either by its terms, by the terms of any security into which
it is convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Securities or is redeemable at the option of
the holder thereof at any time prior to such final Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to such
final Stated Maturity.

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

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement between the Company and the Initial Purchasers named therein, dated as
of June 19, 2001, relating to the Securities.

                                       16
<PAGE>

                  "Registration Statement" means the Registration Statement as
defined in the Registration Rights Agreement.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the December 15 or June 15 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

                  "Reimbursement Obligations" means, as at any date, the
obligations of the Company then outstanding under the Bank Credit Agreement to
reimburse any Bank in the case of Syndicated Letters of Credit or Chase in the
case of Participation Letters of Credit.

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated 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.

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

                  "S&P" means Standard and Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. For all purposes of this Indenture, the term
"Securities" shall include any Exchange Securities to be issued and exchanged
for any Securities pursuant to the Registration Rights Agreement and this
Indenture and, for purposes of this Indenture, all Securities and Exchange
Securities shall vote together as one series of Securities under this Indenture.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" of the Company means any Restricted
Subsidiary of the Company that is a "significant subsidiary" as defined in Rule
1.02(v) of Regulation S-X under the Securities Act, and in any event shall
include any Guarantor.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 309.

                                       17
<PAGE>

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

                  "Subordinated Indebtedness" means Indebtedness of the Company
or a Guarantor, as the case may be, which is expressly subordinated in right of
payment to the Securities.

                  "Subsidiary" means, with respect to any Person, (i) a
corporation a majority of whose Voting Stock is at the time, directly or
indirectly, owned by such Person, by one or more Subsidiaries of such Person or
by such Person and one or more Subsidiaries thereof or (ii) any other Person
(other than a corporation), including, without limitation, a joint venture, in
which such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions). Unless specifically provided to the contrary herein,
Unrestricted Subsidiaries shall not be included in the definition of
Subsidiaries for any purpose of the Indenture (other than for the purposes of
the definition of "Unrestricted Subsidiary" herein).

                  "Subsidiary Guarantor" means each of the following Restricted
Subsidiaries of the Company: Applied Extrusion Technologies (Canada), Inc., a
Delaware corporation, and each other Restricted Subsidiary of the Company that
from time to time becomes a party to the Subsidiary Guaranty or otherwise
guarantees the obligations of the Company under the Bank Credit Agreement.

                  "Subsidiary Guaranty" means the Subsidiary Guaranty dated as
of the Closing Date issued pursuant to the Bank Credit Agreement, as such
Guaranty shall be modified and supplemented and in effect from time to time.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force at the date as of which this Indenture was executed, except
as provided in Section 905.

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

                  "Unrestricted Subsidiary" means (1) any Subsidiary of the
Company which at the time of determination shall be designated an Unrestricted
Subsidiary (as designated by the Board of Directors of the Company, as provided
below) and (2) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
so long as (a) neither the Company nor any Restricted Subsidiary is directly or
indirectly liable for any Indebtedness of such Subsidiary, (b) no default with
respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse
of time or otherwise) any holder of any other Indebtedness of the Company or any
Restricted Subsidiary to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable

                                       18
<PAGE>

prior to its stated maturity, (c) neither the Company nor any Restricted
Subsidiary has made an Investment in such Subsidiary unless such Investment was
permitted under Section 1011, (d) neither the Company nor any Restricted
Subsidiary has a contract, agreement, arrangement, understanding or obligation
of any kind, whether written or oral, with such Subsidiary other than those that
might be obtained at the time from persons who are not Affiliates of the
Company, and (e) neither the Company nor any Restricted Subsidiary has any
obligation (i) to subscribe for additional shares of Capital Stock or other
equity interest in such Subsidiary, or (ii) to maintain or preserve such
Subsidiary's financial condition or to cause such Subsidiary to achieve certain
levels of operating results. Any such designation by the Board of Directors of
the Company shall be evidenced to the Trustee by filing a board resolution with
the Trustee giving effect to such designation. The Board of Directors of the
Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary if
immediately after giving effect to such designation, there would be no Default
or Event of Default under the Indenture and the Company could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
1010.

               "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

               "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the time,
stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

               Section 102.  Incorporation by Reference of Trust Indenture Act.
               ---------------------------------------------------------------

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

               "indenture securities" means the Securities;

               "indenture security holder" means a Holder;

               "indenture to be qualified" means this Indenture;

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

               "obligor" on the indenture securities means the Company or any
other obligor on the Securities.

               All other Trust Indenture Act terms used in this Indenture
that are defined by the Trust Indenture Act, defined by reference in the Trust
Indenture Act to another statute or defined by a rule of the Commission and not
otherwise defined herein shall have the meanings assigned to them therein.

                                       19
<PAGE>

                  Section 103.  Compliance Certificates and Opinions.
                  --------------------------------------------------

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate and an Opinion of Counsel each
satisfactory in form and substance to the Trustee, which, taken together, state
that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with, except that in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008(a)) shall include:

                  (1)    a statement that each individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions herein relating thereto;

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

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

                  (4)    a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  Section 104.  Form of Documents Delivered to Trustee.
                  ----------------------------------------------------

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                                       20
<PAGE>

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          Section 105. Acts of Holders.
          ----------------------------

          (a) 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 agents 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 the 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.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

          (d) If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to 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. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities 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 eleven
months after the record date.

                                       21
<PAGE>

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security 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 Security.

          Section 106. Notices, Etc., to Trustee, Company.
          -----------------------------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1)  the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, Attention: Corporate
      Trust Division, or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this Indenture, or at any other address previously
      furnished in writing to the Trustee by the Company.

          Section 107. Notice to Holders; Waiver.
          --------------------------------------

          Where this Indenture provides for notice of any event to Holders by
the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          In case by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

                                       22
<PAGE>

          Section 108.  Effect of Headings and Table of Contents.
          ------------------------------------------------------

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          Section 109.  Successors and Assigns.
          ------------------------------------

          All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

          Section 110.  Separability Clause.
          ---------------------------------

          In case any provision in this Indenture or in the Securities 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 111.  Benefits of Indenture.
          -----------------------------------

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Securities Registrar and their successors hereunder or the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

          Section 112.  Governing Law.
          ---------------------------

          This Indenture and the Securities shall be governed by and construed
in accordance with the law of the State of New York, without regard to the
principles of conflicts of law. Upon the issuance of the Exchange Securities or
the effectiveness of the Shelf Registration Statement, this Indenture shall be
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

          Section 113.  Legal Holidays.
          ----------------------------

          In any case where any Interest Payment Date, Redemption Date, Stated
Maturity or Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Redemption Date or at the
Stated Maturity or Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Stated
Maturity or Maturity, as the case may be.

                                       23
<PAGE>

                                  ARTICLE Two

                                SECURITY FORMS

          Section 201.  Forms Generally.
          -----------------------------

          The definitive Securities shall be printed, lithographed or engraved
on steel-engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities.

          The Initial Securities shall be known as the "10 3/4% Senior Notes due
2011" and the Exchange Securities shall be known as the "10 3/4% Series B Senior
Notes due 2011", in each case, of the Company. The Securities and the Trustee's
certificate of authentication shall be in substantially the form annexed hereto
as Exhibit A. The Securities may have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Indenture
and may have letters, notations or other marks of identification and such
notations, legends or endorsements required by law, stock exchange agreements to
which the Company is subject or usage. Any portion of the text of any Security
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Security. The Company shall approve the form of the
Securities and any notation, legend or endorsement on the Securities. Each
Security shall be dated the date of its authentication.

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

          Initial Securities are being offered and sold in reliance on Rule 144A
and shall be issued initially in the form of one or more permanent global
Securities substantially in the form set forth in Exhibit A (the "U.S. Global
Security") deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the U.S. Global Security 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.

          Initial Securities offered and sold other than as described in the
preceding two paragraphs shall be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in Exhibit A
(the "U.S. Physical Securities" or the "Physical Securities").

          Section 202.  Restrictive Legends.
          ---------------------------------

          Unless and until (i) an Initial Security is sold under an effective
Registration Statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, each such U.S. Global Security
and each U.S. Physical Security shall bear the following legend (the "Private
Placement Legend") on the face thereof:

                                       24
<PAGE>

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
         NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
         REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
         SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE
         HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
         OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
         YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
         DATE ON WHICH THE COMPANY, OR ANY AFFILIATE OF THE COMPANY WAS THE
         OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A)
         TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS
         SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
         FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
         BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
         RELIANCE ON RULE 144A, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 (IF AVAILABLE) OR (E) PURSUANT TO ANOTHER
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSES (C), (D) OR
         (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
         AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (2) IN EACH
         OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
         THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
         DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.

                  Each U.S. Global Security, whether or not an Initial Security,
shall also bear the following legend on the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
         SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

                                       25
<PAGE>

    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS
    MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
    OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
    CEDE & CO., HAS AN INTEREST HEREIN.

    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
    BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
    SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
    BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
    IN SECTIONS 306 AND 307 OF THE INDENTURE.

                                 ARTICLE THREE

                                THE SECURITIES

          Section 301.  Title and Terms.
          -----------------------------

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $275,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 307, 308, 906, 1015, 1016 or 1108.

          The principal of (and premium, if any, on) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose; provided, however, that, at
                                                   --------  -------
the option of the Company, interest may be paid by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Security
Register.

          The Securities shall be redeemable as provided in Article Eleven.

          Section 302.  Denominations.
          ---------------------------

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

          Section 303.  Execution, Authentication, Delivery and Dating.
          ------------------------------------------------------------

          The Securities shall be executed on behalf of the Company by its
Chairman, Chief Financial Officer, its President or a Vice President. The
signature of any of these officers on the Securities may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

                                       26
<PAGE>

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Initial Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Initial Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such Initial
Securities. On Company Order, the Trustee shall authenticate for original issue
Exchange Securities in an aggregate principal amount not to exceed $275,000,000;
provided that such Exchange Securities shall be issuable only upon the valid
--------
surrender for cancellation of Initial Securities of a like aggregate principal
amount in accordance with an Exchange Offer pursuant to the Registration Rights
Agreement. In each case, the Trustee shall be entitled to receive an Officers'
Certificate and an Opinion of Counsel of the Company that it may reasonably
request in connection with such authentication of Securities. Such order shall
specify the amount of Securities to be authenticated and the date on which the
original issue of Initial Securities or Exchange Securities is to be
authenticated.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Exhibit
A duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

          In case the Company, pursuant to Article Eight, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Securities authenticated
or delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Request of
the successor Person, shall authenticate and deliver Securities as specified in
such request for the purpose of such exchange. If Securities shall at any time
be authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of
any Securities, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new name.

          Section 304.  Temporary Securities.
          ----------------------------------

          Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the

                                       27
<PAGE>

officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 1002,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

          Section 305.  Registration, Registration of Transfer and Exchange.
          -----------------------------------------------------------------

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall
be open to inspection by the Trustee. The Trustee is hereby initially appointed
as security registrar (the "Security Registrar") for the purpose of registering
Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate principal amount.

          Furthermore, any Holder of the U.S. Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interest
in such Global Security may be effected only through a book-entry system
maintained by the Holder at such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry.

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange (including an
exchange of Initial Securities for Exchange Securities), the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive; provided that no exchange
                                                       --------
of Initial Securities for Exchange Securities shall occur until an Exchange
Offer Registration Statement shall have been declared effective by the
Commission and that the Initial Securities to be exchanged for the Exchange
Securities shall be cancelled by the Trustee.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same

                                       28
<PAGE>

benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Security Registrar)
be duly endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1015, 1016 or 1108 not involving
any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the selection of Securities to be redeemed under Section 1104 and
ending at the close of business on the day of such mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

          Section 306.  Book-Entry Provisions for U.S. Global Security.
          ------------------------------------------------------------

          (a) The U.S. Global Security initially shall (i) be registered in the
name of the Depositary for such global Security or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 202.

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

          (b) Transfers of the U.S. Global Security shall be limited to
transfers of such U.S. Global Security in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial
owners in the U.S. Global Security may be transferred in accordance with the
rules and procedures of the Depositary and the provisions of Section 307.
Beneficial owners may obtain U.S. Physical Securities in exchange for their
beneficial interests in the U.S. Global Security upon request in accordance with
the Depository's and the Registrar's Procedures. In addition, U.S. Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in the U.S. Global Security if (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for the
U.S. Global Security and a successor depositary is not appointed by the Company
within 90 days of such notice or

                                       29
<PAGE>

(ii) an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depositary.

          (c) In connection with any transfer of a portion of the beneficial
interest in the U.S. Global Security to beneficial owners pursuant to subsection
(b) of this Section, the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the U.S. Global Security in an
amount equal to the principal amount of the beneficial interest in the U.S.
Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more U.S. Physical Securities of
like tenor and amount.

          (d) In connection with the transfer of the entire U.S. Global Security
to beneficial owners pursuant to subsection (b) of this Section, the U.S. Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the U.S. Global Security, an equal aggregate principal
amount of U.S. Physical Securities of authorized denominations.

          (e) Any U.S. Physical Security delivered in exchange for an interest
in the U.S. Global Security pursuant to subsection (c) or subsection (d) of this
Section shall bear the applicable legend regarding transfer restrictions
applicable to the U.S. Physical Securities set forth in Section 202.

          (f) The registered holder of the U.S. Global Security may grant
proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Securities.

          Section 307.  Special Transfer Provisions.
          -----------------------------------------

          Unless and until (i) an Initial Security is sold under an effective
Registration Statement, or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, the following provisions shall
apply:

          (a)    Transfers to QIBs. The following provisions shall apply with
                 -----------------
respect to the registration of any proposed transfer of an Initial Security to a
QIB:

          (i)    If the Security to be transferred consists of U.S. Physical
     Securities, the Registrar shall register the transfer if such transfer is
     being made by a proposed transferor who has checked the box provided for on
     the form of Initial Security stating, or has otherwise advised the Company
     and the Registrar in writing, that the sale has been made in compliance
     with the provisions of Rule 144A to a transferee who has signed the
     certification provided for on the form of Initial Security stating, or has
     otherwise advised the Company and the Registrar in writing, that it is
     purchasing the Initial Security for its own account or an account with
     respect to which it exercises sole investment discretion and that it, or
     the person on whose behalf it is acting with respect to any such account,
     is a QIB within the meaning of Rule 144A, 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 it has requested
     pursuant to Rule 144A or has determined not to request

                                       30
<PAGE>

         such information and that it is aware that the transferor is relying
         upon its foregoing registration provided by Rule 144A.

               (ii)  If the proposed transferee is an Agent Member, and the
         Initial Security to be transferred consists of U.S. Physical
         Securities, upon receipt by the Registrar of instructions given in
         accordance with the Depositary's and the Registrar's procedures
         therefor, the Registrar shall reflect on its books and records the date
         and an increase in the principal amount of the U.S. Global Security in
         an amount equal to the principal amount of the U.S. Physical Securities
         to be transferred, and the Trustee shall cancel the U.S. Physical
         Security so transferred.

               (b)   Private Placement Legend. Upon the transfer, exchange or
                     ------------------------
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

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

               The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 306 or this Section
307. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

               Section 308.  Mutilated, Destroyed, Lost and Stolen Securities.
               --------------------------------------------------------------

               If (i) any mutilated Security is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, 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 Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

               In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

               Upon the issuance of any new Security under this Section, 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) connected therewith.

                                       31
<PAGE>

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

          The provisions of this Section 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 Securities.

          Section 309. Payment of Interest; Interest Rights Preserved.
          -----------------------------------------------------------

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest may at the Company's
      --------  -------
option be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 301, to the
address of such Person as it appears in the Security Register or (ii) transfer
to an account maintained by the payee located in the United States.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the Regular Record Date by virtue of having been
such Holder, and such defaulted interest and (to the extent lawful) interest on
such defaulted interest at the rate borne by the Securities (such defaulted
interest and interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provide d in clause
(1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     Security and the date of the proposed payment, and at the same time the
     Company shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company of such Special Record Date, and in the name and at the expense
     of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be given in the
     manner provided for in Section 106, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so given, such
     Defaulted Interest shall be paid to the Persons in

                                       32
<PAGE>

     whose names the Securities (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

          Section 310.  Persons Deemed Owners.
          -----------------------------------

          Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any, on) and (subject to Sections 305 and 307) interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

          Section 311.  Cancellation.
          --------------------------

          All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company unless
by Company Order the Company shall direct that cancelled Securities be returned
to it.

          Section 312.  Computation of Interest.
          -------------------------------------

          Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                       33
<PAGE>

                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

          Section 401.  Satisfaction and Discharge of Indenture.
          ---------------------------------------------------------

          This Indenture shall upon Company Request cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Securities herein expressly provided for) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when

          (1)  either

               (a)  all Securities theretofore authenticated and delivered
          (other than (i) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 308 and
          (ii) Securities for whose payment money has theretofore been deposited
          in trust with the Trustee or any Paying Agent or segregated and held
          in trust by the Company and thereafter repaid to the Company or
          discharged from such trust, as provided in Section 1003) have been
          delivered to the Trustee for cancellation; or

               (b)  all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (i)   have become due and payable, or

                    (ii)  will become due and payable at their Stated Maturity
               within one year, or

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

          and the Company or any Guarantor, in the case of (i), (ii) or (iii)
          above, has irrevocably deposited or caused to be deposited with the
          Trustee as trust funds in trust for the purpose an amount sufficient
          to pay and discharge the entire indebtedness on such Securities not
          theretofore delivered to the Trustee for cancellation, for principal
          (and premium, if any) and interest to the date of such deposit (in the
          case of Securities which have become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each satisfactory in form and substance to the
Trustee, which, taken together, state that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

                                       34
<PAGE>

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

          Section 402.  Application of Trust Money.
          ----------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                                 ARTICLE FIVE

                                   REMEDIES

          Section 501.  Events of Default.
          -------------------------------

          "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (1)  default in the payment of the principal of or premium, if any,
     when due and payable, on any of the Securities; or

          (2)  default in the payment of an installment of interest on any of
     the Securities, when due and payable, for 30 days; or

          (3)  default in the performance or breach of the provisions of Article
     Eight of this Indenture, the failure to make or consummate a Change in
     Control Offer in accordance with the provisions of Section 1015 or the
     failure to make or consummate an Excess Proceeds Offer in accordance with
     the provisions of Section 1016; or

          (4)  the Company or any Guarantor shall fail to perform or observe any
     other term, covenant or agreement contained in the Securities, any
     Guarantee or this Indenture (other than a default specified in (1), (2) or
     (3) above) for a period of 30 days after written notice of such failure
     requiring the Company to remedy the same shall have been given (x) to the
     Company by the Trustee or (y) to the Company and the Trustee by the holders
     of 25% in aggregate principal amount of the Securities then outstanding; or

          (5)  default or defaults under one or more mortgages, bonds,
     debentures or other evidences of Indebtedness under which the Company or
     any Significant Subsidiary then has outstanding Indebtedness in excess of
     $5,000,000, individually or in the aggregate, and either (a) such
     Indebtedness is already due and payable in full or (b) such

                                       35
<PAGE>

     default or defaults have resulted in the acceleration of the maturity of
     such Indebtedness; or

          (6)  one or more final judgments, orders or decrees of any court or
     regulatory or administrative agency of competent jurisdiction for the
     payment of money in excess of $5,000,000 either individually or in the
     aggregate, shall be entered against the Company or any of its Significant
     Subsidiaries or any of their respective properties and shall not be
     discharged or fully bonded and there shall have been a period of 60 days
     after the date on which any period for appeal has expired and during which
     a stay of enforcement of such judgment, order or decree, shall not be in
     effect; or

          (7)  (A) any holder of at least $5,000,000 in aggregate principal
     amount of secured Indebtedness of the Company or of any Significant
     Subsidiary as to which a default has occurred and is continuing shall
     commence judicial proceedings (which proceedings shall remain unstayed for
     5 Business Days) to foreclose upon assets of the Company or any Significant
     Subsidiary having an aggregate fair market value, individually or in the
     aggregate, in excess of $5,000,000 or shall have exercised any right under
     applicable law or applicable security documents to take ownership of any
     such assets in lieu of foreclosure or (B) any action described in the
     foregoing clause (A) shall result in any court of competent jurisdiction
     issuing any order for the seizure of such assets; or

          (8)  any Guarantee ceases to be in full force and effect or is
     declared null and void or any Guarantor denies that it has any further
     liability under any Guarantee, or gives notice to such effect (other than
     by reason of the termination of this Indenture or the release of any such
     Guarantee in accordance with this Indenture) and such condition shall have
     continued for a period of 30 days after written notice of such failure
     requiring the Guarantor and the Company to remedy the same shall have been
     given (x) to the Company by the Trustee or (y) to the Company and the
     Trustee by the holders of 25% in aggregate principal amount of the
     Securities then outstanding; or

          (9)  the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company or any Significant Subsidiary a bankrupt
     or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustments or composition of or in respect of
     the Company or any Significant Subsidiary under the Federal Bankruptcy Code
     or any other applicable federal or state law, or appointing a receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Company or any Significant Subsidiary or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 90 consecutive days; or

          (10) the institution by the Company or any Significant Subsidiary of
     proceedings to be adjudicated a bankrupt or insolvent, or the consent by it
     to the institution of bankruptcy or insolvency proceeding seeking
     reorganization or relief under the Federal Bankruptcy Code or any other
     applicable federal or state law, or the consent by it to the filing of any
     such petition or to the appointment of a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the Company or any
     ignificant Subsidiary or of any substantial part of its property, or the
     making by it of an assignment

                                       36
<PAGE>

     for the benefit of creditors, or the admission by it in writing of its
     inability to pay its debts generally as they become due.

          Section 502. Acceleration of Maturity; Rescission and Annulment.
          ---------------------------------------------------------------

          If an Event of Default (other than an Event of Default specified in
Section 501(9) or 501(10)) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Securities Outstanding may declare the principal amount of all the Securities to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount shall become immediately due and payable. If an Event of Default
specified in Section 501(9) or 501(10) occurs and is continuing, then the
principal amount of all the Securities shall ipso facto become and be
                                             ---- -----
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

          At any time after a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in aggregate principal amount of the Securities Outstanding, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

          (1)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay,

               (A)  all overdue interest on all Outstanding Securities,

               (B)  all unpaid principal of (and premium, if any, on) any
          Outstanding Securities which has become due otherwise than by such
          declaration of acceleration, and interest on such unpaid principal at
          the rate borne by the Securities,

               (C)  to the extent that payment of such interest is lawful,
          interest on overdue interest and overdue principal at the rate borne
          by the Securities, which has become due otherwise than by such
          declaration of acceleration, and

               (D)  all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

          (2)  such rescission would not conflict with any judgment or decree of
     a court of competent jurisdiction; and

          (3)  all Events of Default, other than the non-payment of amounts of
     principal of (or premium, if any, on) or interest on Securities which have
     become due solely by such declaration of acceleration, have been cured or
     waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

          Notwithstanding the preceding paragraph, in the event of a declaration
of acceleration in respect of the Securities because of an Event of Default
specified in

                                       37
<PAGE>

Section 501(5) shall have occurred and be continuing, such declaration of
acceleration shall be automatically annulled if the Indebtedness that is the
subject of such Event of Default has been discharged or the holders thereof have
rescinded their declaration of acceleration in respect of such Indebtedness, and
written notice of such discharge or rescission, as the case may be, shall have
been given to the Trustee by the Company and countersigned by the holders of
such Indebtedness or a trustee, fiduciary or agent for such holders, within 30
days after such declaration of acceleration in respect of the Securities, and no
other Event of Default has occurred during such 30-day period which has not been
cured or waived during such period.

          Section 503. Collection of Indebtedness and Suits for Enforcement by
          --------------------------------------------------------------------
Trustee.
-------
          The Company covenants that if

          (a)   default is made in the payment of any installment of interest on
     any Security when such interest becomes due and payable and such default
     continues for a period of 30 days, or

          (b)  default is made in the payment of the principal of (or premium,
     if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          Section 504. 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 any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective

                                       38
<PAGE>

of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar 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 606.

          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 Securities
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 505. Trustee May Enforce Claims Without Possession of
          -------------------------------------------------------------
Securities.
----------

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
and as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

          Section 506. Application of Money Collected.
          --------------------------------------------

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     606;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any, on,) and interest on the Securities in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of

                                       39
<PAGE>

     any kind, according to the amounts due and payable on such Securities for
     principal (and premium, if any) and interest, respectively; and

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

          Section 507. Limitation on Suits.
          --------------------------------

          No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

          (1)  such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (2)  the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Securities shall have made written request to the Trustee
     to institute proceedings in respect of such Event of Default in its own
     name as Trustee hereunder;

          (3)  such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4)  the Trustee for 15 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 15-day period by the Holders of a majority
     or more in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

          Section 508. Unconditional Right of Holders to Receive Principal,
          -----------------------------------------------------------------
Premium and Interest.
--------------------

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment, as provided herein (including, if applicable, Article Twelve)
and in such Security of the principal of (and premium, if any, on) and (subject
to Section 309) interest on, such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

          Section 509. Restoration of Rights and Remedies.
          ------------------------------------------------

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture 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

                                       40
<PAGE>

case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall 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.

          Section 510.  Rights and Remedies Cumulative.
          ---------------------------------------------

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 308, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          Section 511.  Delay or Omission Not Waiver.
          -------------------------------------------

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

          Section 512.  Control by Holders.
          ---------------------------------

          The Holders of not less than a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided that
                                                        --------

          (1)  such direction shall not be in conflict with any rule of law or
with this Indenture,

          (2)  the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

          (3)  the Trustee need not take any action which might subject it to
personal liability or be unjustly prejudicial to the Holders not consenting.

          Section 513.  Waiver of Past Defaults.
          --------------------------------------

          The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

          (1)  in respect of the payment of the principal of (or premium, if
any, on) or interest on any Security, or

                                       41
<PAGE>

          (2)  in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

          Section 514.  Waiver of Stay or Extension Laws.
          -----------------------------------------------

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension 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 that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  THE TRUSTEE

          Section 601.  Notice of Defaults.
          ---------------------------------

          If any Default hereunder is known to the Trustee, the Trustee shall
transmit in the manner and to the extent provided in TIA Section 313(c), notice
of such Default within 5 days after the occurrence of any such Default, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of (or premium, if any,
on) or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders; and provided further that in the case of any Default of the
                 -------- -------
character specified in Section 501(4) no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.

                                       42
<PAGE>

          Section 602.  Certain Rights of Trustee.
          ----------------------------------------

          Subject to the provisions of TIA Sections 315(a) through 315(d):

          (1)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

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


          (3)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

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

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

          (7)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

          (8)  the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

                                       43
<PAGE>

               The Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

               Section 603. Trustee Not Responsible for Recitals or Issuance of
               ----------------------------------------------------------------
Securities.
----------

               The recitals contained herein and in the Securities, except for
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and except, upon the
effectiveness of a Registration Statement, that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Securities or the
proceeds thereof.

               Section 604.  May Hold Securities.
               ---------------------------------

               The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

               Section 605.  Money Held in Trust.
               ---------------------------------

               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 received by it hereunder
except as otherwise agreed in writing with the Company.

               Section 606.  Compensation and Reimbursement.
               --------------------------------------------

               The Company agrees:

               (1)  to pay to the Trustee from time to time reasonable
         compensation 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)  except as otherwise expressly provided herein, 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 and disbursements of its agents and counsel); and

               (3)  to indemnify the Trustee for, and to hold it harmless
         against, any 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.

                                       44
<PAGE>

               The obligations of the Company under this Section to compensate
the Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a claim prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any, on) or interest
on particular Securities.

               When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(9) or Section
501(10), the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.

               Section 607.   Corporate Trustee Required; Eligibility.
               ------------------------------------------------------

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

               Section 608.  Resignation and Removal; Appointment of Successor.
               ---------------------------------------------------------------

               (a)  No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

               (b)  The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 609 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

               (c)  The Trustee may be removed at any time by Act of the Holders
of not less than a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

               (d)  If at any time:

               (1)  the Trustee shall fail to comply with the provisions of TIA
        Section 310(b) after written request therefor by the Company or by any
        Holder who has been a bona fide Holder of a Security for at least six
        months, except when the Trustee's duty to resign is stayed in accordance
        with the provisions of TIA Section 310(b), or

                                       45
<PAGE>

               (2)  the Trustee shall cease to be eligible under Section 607 and
         shall fail to resign after written request therefor by the Company or
         by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

               (3)  the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

               (e)  If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided subject to
TIA Section 315(e), any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

               (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner provided for in Section 107. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

               Section 609.   Acceptance of Appointment by Successor.
               -----------------------------------------------------

               Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder subject to the retiring Trustee's rights
as provided under the last sentence of Section 606. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

                                       46
<PAGE>

               No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

               Section 610. Merger, Conversion, Consolidation or Succession to
               ----------------------------------------------------------------

Business.
--------
               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate of
the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

                                 ARTICLE SEVEN

                     HOLDERS' LISTS AND REPORTS BY TRUSTEE

               Section 701.  Disclosure of Names and Addresses of Holders.
               -----------------------------------------------------------

               Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

               Section 702.   Reports by Trustee.
               ---------------------------------

               Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities, the Trustee shall transmit
to the Holders, in the manner and to the extent provided in TIA Section 313(c),
a brief report dated as of such May 15 if required by TIA Section 313(a).

                                       47
<PAGE>

                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

               Section 801. Company May Consolidate, Etc., Only on Certain
               -----------------------------------------------------------
Terms.
-----

               The Company shall not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets as an entirety to, any Person or Persons, and the Company will not permit
any Restricted Subsidiary to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, transfer, lease or other disposition of all
or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a consolidated basis to any other Person or Persons,
unless at the time and after giving effect thereto:

               (1)  either (A) if the transaction or transactions is a merger
     or consolidation, the Company shall be the surviving Person of such merger
     or consolidation, or (B) the Person formed by such consolidation or into
     which the Company or such Restricted Subsidiary is merged or to which the
     properties and assets of the Company or such Restricted Subsidiary, as the
     case may be, substantially as an entirety, are sold, assigned, transferred,
     leased or otherwise disposed of (any such surviving Person or transferee
     Person being the "Surviving Entity") shall be a corporation organized and
     existing under the laws of the United States of America, any state thereof
     or the District of Columbia and shall expressly assume by a supplemental
     indenture executed and delivered to the Trustee, in form satisfactory to
     the Trustee, all the obligations of the Company under the Securities and
     the Indenture, and, in each case, the Indenture shall remain in full force
     and effect;

               (2)  immediately before and immediately after giving effect to
     such transaction or series of transactions on a pro forma basis (including,
                                                     ---------
     without limitation, any Indebtedness incurred or anticipated to be incurred
     in connection with or in respect of such transaction or series of
     transactions), no Default or Event of Default shall have occurred and be
     continuing and the Company or the Surviving Entity, as the case may be,
     after giving effect to such transaction or series of transactions on a pro
                                                                            ---
     forma basis, could incur $1.00 of additional Indebtedness (other than
     -----
     Permitted Indebtedness) pursuant to Section 1010;

               (3)  immediately after giving effect to such transaction or
     series of transactions on a pro forma basis, the Consolidated Net Worth of
                                 ---------
     the Company, or the Surviving Entity, as the case may be, is at least equal
     to the Consolidated Net Worth of the Company immediately before such
     transaction or series of transactions; and


               (4)  the Company or such Person shall have delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel satisfactory in
     form and substance to the Trustee, which, taken together, state that such
     consolidation, merger, conveyance, transfer or lease and, if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture, comply with this Article and that all conditions
     precedent herein provided for relating to such transaction have been
     complied with.

                                       48
<PAGE>

               Section 802.   Successor Substituted.
               ------------------------------------

               Upon any consolidation of the Company with or merger of the
Company with or into any other corporation or any sale, assignment, lease, or
other disposition of all or substantially all of the properties and assets of
the Company as an entirety to any Person in accordance with Section 801 in which
the Company is not the continuing corporation, the Surviving Entity formed by
such consolidation or into which the Company is merged or to which such sale,
assignment, lease, or other disposition of all or substantially all of the
properties and assets of the Company is 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 Surviving Entity had been named
as the Company herein, and in the event of any such conveyance or transfer, the
Company (which term shall for this purpose mean the Person named as the
"Company" in the first paragraph of this Indenture or any Surviving Entity which
shall theretofore become such in the manner described in Section 801), except in
the case of a lease, shall be discharged of all obligations and covenants under
this Indenture and the Securities and may be dissolved and liquidated.

               Section 803.   Securities to Be Secured in Certain Events.
               ---------------------------------------------------------

               If, upon any such consolidation of the Company with or merger of
the Company into any other corporation, or upon any conveyance, lease or
transfer of the property of the Company substantially as an entirety to any
other Person, any property or assets of the Company would thereupon become
subject to any Lien, then unless such Lien could be created pursuant to Section
1014 without equally and ratably securing the Securities, the Company, prior to
or simultaneously with such consolidation, merger, conveyance, lease or
transfer, will as to such property or assets, secure the Securities Outstanding
(together with, if the Company shall so determine any other Indebtedness of the
Company now existing or hereinafter created which is not subordinate in right of
payment to the Securities) equally and ratably with (or prior to) the
Indebtedness which upon such consolidation, merger, conveyance, lease or
transfer is to become secured as to such property or assets by such Lien, or
will cause such Securities to be so secured.

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

          Section 901.   Supplemental Indentures Without Consent of Holders.
          -----------------------------------------------------------------

          Without the consent of any Holder, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1)  to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company
     contained herein and in the Securities; or

          (2)  to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power herein conferred upon the
     Company; or

                                       49
<PAGE>

          (3)  to add any additional Events of Default; or

          (4)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee pursuant to the requirements of Section
     609; or

          (5)  to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture; provided that such action shall not adversely affect
     the interests of the Holders in any material respect; or

          (6)  to secure the Securities pursuant to the requirements of Section
     803 or 1014 or otherwise.


          Section 902.   Supplemental Indentures with Consent of Holders.
          --------------------------------------------------------------

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
--------  -------
consent of the Holder of each Outstanding Security affected thereby:

          (1)  change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any premium payable upon the
     redemption thereof, or change the coin or currency in which any Security or
     any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment after the Stated
     Maturity thereof (or, in the case of redemption, on or after the Redemption
     Date), or

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences provided for in this Indenture,
     or

          (3)  release any Guarantor from any of its obligations under its
     Guarantee or this Indenture other than in accordance with the terms of this
     Indenture, or

          (4)  modify any of the provisions of this Section or Sections 513 and
     1020, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                       50
<PAGE>

          Section 903.   Execution of Supplemental Indentures.
          ---------------------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

          Section 904.   Effect of Supplemental Indentures.
          ------------------------------------------------

          Upon the execution of any supplemental indenture under this Article,
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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

          Section 905.   Conformity with Trust Indenture Act.
          --------------------------------------------------

          Every supplemental indenture executed pursuant to the Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

          Section 906.   Reference in Securities to Supplemental Indentures.
          -----------------------------------------------------------------

          Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 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 Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

          Section 907.   Notice of Supplemental Indentures.
          ------------------------------------------------

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 107, setting forth in general terms the
substance of such supplemental indenture.

                                  ARTICLE TEN

                                   COVENANTS

          Section 1001.  Payment of Principal, Premium, if any, and Interest.
          ------------------------------------------------------------------

          The Company covenants and agrees for the benefit of the Holders that
it will duly and punctually pay the principal of (and premium, if any, on) and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

                                       51
<PAGE>

          Section 1002.  Maintenance of Office or Agency.
          ----------------------------------------------

          The Company will maintain in The City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
office or agency of the Company, unless the Company shall designate and maintain
some other office or agency for one or more of such purposes. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

          Section 1003.  Money for Security Payments to Be Held in Trust.
          --------------------------------------------------------------

          If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (and premium, if any, on) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for the
Securities, it will, on or before each due date of the principal of (and
premium, if any, on), or interest on, any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

          The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

          (1)  hold all sums held by it for the payment of the principal of (and
     premium, if any, on) or interest on Securities in trust for the benefit of
     the Persons entitled thereto until such sums shall be paid to such Persons
     or otherwise disposed of as herein provided;

                                       52
<PAGE>

          (2)  give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal (and premium, if any) or interest; and

          (3)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

          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 (and premium, if
any, on) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
                                --------  -------
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, 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 publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

          Section 1004.  Corporate Existence.
          ----------------------------------

          Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and each
Subsidiary; provided, however, that the Company shall not be required to
            --------  -------
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

          Section 1005.  Payment of Taxes and Other Claims.
          ------------------------------------------------

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
                                                                      --------
however, that the Company shall not be required to pay or discharge or cause to
-------
be

                                       53
<PAGE>

paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

          Section 1006.  Maintenance of Properties.
          ----------------------------------------

          The Company will cause all properties owned by the Company or any
Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will 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 shall
                        --------  -------
prevent the Company from discontinuing the maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

          Section 1007.  Insurance.
          ------------------------

          The Company will at all times keep all of its and its Subsidiaries
properties which are of an insurable nature insured with insurers, believed by
the Company to be responsible, against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties.

          Section 1008.  Statement by Officers as to Default.
          --------------------------------------------------

          (a)  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year and within 45 days after the end of each fiscal
quarter, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
compliance by the Company and the Guarantors with all conditions and covenants
under this Indenture. For purposes of this Section 1008(a), such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

          (b)  When any Default has occurred and is continuing under this
Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $5,000,000), the Company shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an Officers' Certificate specifying such event, notice or
other action within 10 days of its occurrence.

          Section 1009.  Provision of Financial Statements.
          ------------------------------------------------

          The Company will file on a timely basis with the Commission, to the
extent such filings are accepted by the Commission and whether or not the
Company has a class of securities registered under the Exchange Act, the annual
reports, quarterly reports and other documents that the Company would be
required to file if it were subject to Section 13 or 15 of the Exchange Act. The
Company will also be required (a) to file with the Trustee, and provide to each
holder of Securities, without cost to such holder, copies of such reports and
documents within 15 days after the date on which the Company files such reports
and documents with the Commission or

                                       54
<PAGE>

the date on which the Company would be required to file such reports and
documents if the Company were so required and (b) if filing such reports and
documents with the Commission is not accepted by the Commission or is prohibited
under the Exchange Act, to supply at the Company's cost copies of such reports
and documents to any prospective holder of Securities promptly upon written
request.

          Section 1010.  Limitation on Indebtedness.
          -----------------------------------------

          (a)  The Company will not create, incur, issue, assume, guarantee or
in any manner become directly or indirectly liable for the payment of
(collectively "incur") any Indebtedness (including any Acquired Indebtedness),
other than Permitted Indebtedness, unless (x) the Company's Consolidated Fixed
Charge Coverage Ratio for the four full fiscal quarters immediately preceding
the incurrence of such Indebtedness, taken as one period (and after giving pro
                                                                           ---
forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the
-----
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was incurred and the application of such
proceeds occurred at the beginning of such four-quarter period; (ii) the
incurrence, repayment or retirement of any other Indebtedness by the Company or
its Restricted Subsidiaries since the first day of such four-quarter period as
if such Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period; and (iii) notwithstanding clause (d) of the definition of
Consolidated Adjusted Net Income, the acquisition (whether by purchase, merger
or otherwise) or disposition (whether by sale, merger or otherwise) of any
company, entity, business or division, or assets constituting any of the
foregoing, acquired or disposed of by the Company or its Restricted
Subsidiaries, as the case may be, since the first day of such four-quarter
period, as if such acquisition or disposition occurred at the beginning of such
four-quarter period), would have been at least equal to (i) 2.0 to 1.0 for the
period from the date of the Indenture through September 30, 2002 and (ii) 2.25
to 1.0 for all periods thereafter, and (y) if such Indebtedness is Subordinated
Indebtedness, such Indebtedness shall have an Average Life longer than the
Average Life of the Securities and a final Stated Maturity of principal later
than the final Stated Maturity of principal of the Securities.

          (b)  The Company will not permit any Restricted Subsidiary to incur
any Indebtedness (including any Acquired Indebtedness), other than Permitted
Subsidiary Indebtedness, unless (x) the Company's Consolidated Fixed Charge
Coverage Ratio for the four full fiscal quarters immediately preceding the
incurrence of such Indebtedness, taken as one period (and after giving pro forma
                                                                       ---------
effect to the matters referred to in clauses (i), (ii) and (iii) in the
parenthetical in clause (x) of paragraph (a) of this Section 1010), would have
been at least equal to 3.0 to 1.0, provided that a non-domestic Restricted
                                   --------
Subsidiary may incur any Indebtedness (including any Acquired Indebtedness) so
long as at the time of such incurrence the Consolidated Fixed Charge Coverage
Ratio for the four fiscal quarters immediately preceding the incurrence of such
Indebtedness, taken as one period (and after giving pro forma effect to the
matters referred to in clauses (i), (ii) and (iii) in the parenthetical in
clause (x) of paragraph (a) of this Section 1010), would have complied with the
ratio test in clause (x) of paragraph (a) of the "Limitation on Indebtedness"
covenant and (y) any Restricted Subsidiary that incurs any Indebtedness pursuant
to clause (x) of this paragraph (b) shall Guarantee the Securities.

          (c)  The Company shall not incur any Indebtedness that is expressly
subordinated to any other Indebtedness of the Company unless such Indebtedness,
by its terms or the terms of any agreement or instrument pursuant to which such
Indebtedness is issued or

                                       55
<PAGE>

outstanding, is also expressly made subordinate to the Securities at least to
the extent it is subordinated to such other Indebtedness, except that the
Securities shall not be required to become designated senior indebtedness or its
equivalent due solely to the incurrence of such other Indebtedness in accordance
with this sentence.

          Section 1011.  Limitation on Restricted Payments.
          ------------------------------------------------

          (a)    The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, take the following actions:

          (i)    declare or pay any dividend on, or make any distribution to
     holders of, any shares of the Company's Capital Stock (other than dividends
     or distributions payable in shares of its Capital Stock or in options,
     warrants or other rights to purchase such Capital Stock, but excluding
     dividends or distributions payable in Redeemable Capital Stock or in
     options, warrants or other rights to purchase Redeemable Capital Stock),

          (ii)   purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company or any options, warrants or other rights
     to acquire such Capital Stock,

          (iii)  make any principal payment on or repurchase, redeem, defease or
     otherwise acquire or retire for value, prior to a scheduled principal
     payment, scheduled sinking fund payment or maturity, any Subordinated
     Indebtedness, or

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

(such payments or other actions described in (but not excluded from) clauses (i)
through (iv) are collectively referred to as "Restricted Payments"), unless at
the time of and after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), (1) no Default or Event of Default shall have
occurred and be continuing, (2) the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 1010, and
(3) the aggregate amount of all Restricted Payments declared or made after the
date of the Indenture shall not exceed the sum of (A) 50% of the aggregate
cumulative Consolidated Adjusted Net Income of the Company accrued on a
cumulative basis during the period beginning on the first day of the Company's
first fiscal quarter after the date of the Indenture and ending on the last day
of the Company's last fiscal quarter ending prior to the date of such proposed
Restricted Payment (or, if such aggregate cumulative Consolidated Adjusted Net
Income shall be a loss, minus 100% of such loss), plus (B) the aggregate net
                                                  ----
cash proceeds received after the date of the Indenture by the Company from the
issuance or sale (other than to any Restricted Subsidiary) of shares of Capital
Stock of the Company (other than Redeemable Capital Stock) or warrants, options
or rights to purchase such shares of Capital Stock of the Company, plus (C) the
                                                                   ----
aggregate net cash proceeds received after the date of the Indenture by the
Company from the issuance or sale (other than to any Restricted Subsidiary) of
debt securities that have been converted into or exchanged for Capital Stock of
the Company (other than Redeemable Capital Stock) to the extent such debt
securities were originally sold for cash, together with the aggregate cash
received by the Company at the time of such conversion or exchange, plus (D) to
                                                                    ----
the extent not otherwise included in the Company's Consolidated Adjusted Net
Income, the net reduction in Investments (other than

                                       56
<PAGE>

reductions in Permitted Investments) constituting a Restricted Payment resulting
from the payments of interest on Indebtedness, dividends, repayments of loans or
advances, or other transfers of assets, in each case to the Company or a
Restricted Subsidiary or from the sale of such Investment after the date of the
Indenture or from the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary (valued in each case as provided in the definition of
Investment), not to exceed the total amount of Investments (other than Permitted
Investments) after the date of the Indenture in such Unrestricted Subsidiary or
such Investment by the Company and its Restricted Subsidiaries, plus (E)
                                                                ----
$5,000,000.

          (b)  Notwithstanding paragraph (a) above, the Company and its
Restricted Subsidiaries may take the following actions so long as (with respect
to clauses (ii), (iii), (iv), (v) and (vi) below) no Default or Event of Default
shall have occurred and be continuing:

          (i)    the payment of any dividend within 60 days after the date of
     declaration thereof, if at such declaration date such declaration complied
     with the provisions of paragraph (a) above;

          (ii)   the purchase, redemption or other acquisition or retirement for
     value of any shares of Capital Stock of the Company, in exchange for, or
     out of the net cash proceeds of, a substantially concurrent issuance and
     sale (other than to a Restricted Subsidiary) of shares of Capital Stock
     (other than Redeemable Capital Stock) of the Company;

          (iii)  the purchase, redemption, defeasance or other acquisition or
     retirement for value of any Subordinated Indebtedness (other than
     Redeemable Capital Stock) in exchange for or out of the net cash proceeds
     of a substantially concurrent issuance and sale (other than to a Restricted
     Subsidiary) of shares of Capital Stock (other than Redeemable Capital
     Stock) of the Company;

          (iv)   the repurchase of any Subordinated Indebtedness of the Company
     at a purchase price not greater than 101% of the principal amount of such
     Subordinated Indebtedness in the event of a Change of Control pursuant to a
     provision similar to the "Change of Control" covenant; provided that prior
                                                            --------
     to such repurchase the Company has made the Change of Control Offer as
     provided in such covenant with respect to the Securities and has
     repurchased all Securities validly tendered for payment in connection with
     such Change of Control Offer;

          (v)    the purchase, redemption or other acquisition or retirement for
     value of Subordinated Indebtedness (other than Redeemable Capital Stock) in
     exchange for, or out of the net cash proceeds of a substantially concurrent
     incurrence (other than to a Restricted Subsidiary) of, Subordinated
     Indebtedness of the Company so long as (A) the principal amount of such new
     Indebtedness does not exceed the principal amount (or, if such Subordinated
     Indebtedness being refinanced provides for an amount less than the
     principal amount thereof to be due and payable upon a declaration of
     acceleration thereof, such lesser amount as of the date of determination)
     of the Subordinated Indebtedness being so purchased, redeemed, acquired or
     retired plus the amount of any premium required to be paid in connection
             ----
     with such refinancing pursuant to the terms of the Subordinated
     Indebtedness refinanced or the amount of any premium reasonably determined
     by the Company as necessary to accomplish such refinancing, plus the
                                                                 ----

                                       57
<PAGE>

     amount of expenses of the Company incurred in connection with such
     refinancing, (B) such new Subordinated Indebtedness is subordinated to the
     Securities to the same extent as such Subordinated Indebtedness so
     purchased, redeemed, acquired or retired and (C) such new Subordinated
     Indebtedness has an Average Life longer than the Average Life of the
     Securities and a final Stated Maturity of principal later than the final
     Stated Maturity of principal of the Securities;

          (vi)   the purchase, redemption or other acquisition or retirement for
     value of shares of Common Stock of the Company issued pursuant to options
     granted by the Company in order to pay withholding taxes due as a result of
     income recognized upon the exercise of such options; provided that (1) the
                                                          --------
     Company is required, by the terms of such options, to effect such purchase,
     redemption or other acquisition or retirement for value of such shares and
     (2) the aggregate consideration paid by the Company for such shares so
     purchased, redeemed or otherwise acquired or retired for value pursuant to
     this clause (vi) does not exceed $2,000,000 during any fiscal year of the
     Company; and

          (vii)  repurchases of Capital Stock of the Company deemed to occur
     upon the cashless exercise of stock options and warrants of the Company.

The actions described in clauses (i), (ii), (iii), (iv) and (vi) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph (b) but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph (a)
(provided that any dividend paid pursuant to clause (i) of this paragraph (b)
 --------
shall reduce the amount that would otherwise be available under clause (3) of
paragraph (a) when declared, but not also when subsequently paid pursuant to
such clause (i)), and the actions described in clauses (v) and (vii) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph and shall not reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph
(a).

          (c)    In computing Consolidated Adjusted Net Income of the Company
under paragraph (a) above, (1) the Company shall use audited financial
statements for the portions of the relevant period for which audited financial
statements are available on the date of determination and unaudited financial
statements and other current financial data based on the books and records of
the Company for the remaining portion of such period and (2) the Company shall
be permitted to rely in good faith on the financial statements and other
financial data derived from the books and records of the Company that are
available on the date of determination. If the Company makes a Restricted
Payment which, at the time of the making of such Restricted Payment would in the
good faith determination of the Company be permitted under the requirements of
the Indenture, such Restricted Payment shall be deemed to have been made in
compliance with the Indenture notwithstanding any subsequent adjustments made in
good faith to the Company's financial statements affecting Consolidated Adjusted
Net Income of the Company for any period.

          Section 1012. Limitation on Issuances and Sales of Restricted
          -------------------------------------------------------------
          Subsidiary Stock.
          ----------------

          The Company (i) will not permit any Restricted Subsidiary to issue any
Capital Stock (other than to the Company or a Restricted Subsidiary) and (ii)
will not permit any Person (other than the Company or a Restricted Subsidiary)
to own any Capital Stock of any Restricted

                                      58
<PAGE>

Subsidiary; provided, however, that this covenant shall not prohibit the (1) the
            --------  -------
issuance and sale of all, but not less than all, of the issued and outstanding
Capital Stock of any Restricted Subsidiary owned by the Company or any of its
Restricted Subsidiaries in compliance with the other provisions of the
Indenture, or (2) the ownership by directors of director's qualifying shares or
the ownership by foreign nationals of Capital Stock of any Restricted
Subsidiary, to the extent mandated by applicable law.

          Section 1013. Limitation on Transactions with Affiliates.
          ---------------------------------------------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into any transaction with, or for the benefit
of, any Affiliate of the Company or any beneficial owner of 5% or more of any
class of the Company's Capital Stock at any time outstanding ("Interested
Persons"), unless (i) such transaction is among the Company and Restricted
Subsidiaries or (ii) (A) such transaction is 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 an arm's length transaction with third parties
who are not Interested Persons and (B)(1) with respect to any transaction or
series of related transactions involving the aggregate value in excess of
$500,000, the Company delivers an Officer's Certificate to the Trustee
certifying that such transaction or series of related transactions complies with
clause (A) above and (2) with respect to any transaction or series of related
transactions involving aggregate value in excess of $2,500,000, either (i) such
transaction or series of related transactions has been approved by a majority of
the Disinterested Directors of the board of directors of the Company, or in the
event there is only one Disinterested Director, by such Disinterested Director,
or (ii) the Company delivers to the Trustee a written opinion of an investment
banking firm of national standing or other recognized independent expert with
experience appraising the terms and conditions of the type of transaction or
series of related transactions for which an opinion is required stating that the
transaction or series of related transactions is fair to the Company or
Restricted Subsidiary from a financial point of view; provided, however, that
                                                      --------  -------
this covenant will not restrict the Company from paying reasonable compensation
and fees to directors of the Company or any Restricted Subsidiary who are not
employees of the Company or any Restricted Subsidiary.

          Section 1014.  Limitation on Liens.
          ----------------------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind, except for Permitted Liens, on or with respect to any of its property
or assets, whether owned at the date of the Indenture or thereafter acquired, or
any income, profits or proceeds therefrom, or assign or otherwise convey any
right to receive income thereon, unless (x) in the case of any Lien securing
Subordinated Indebtedness, the Securities are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Lien and (y) in
the case of any other Lien, the Securities are equally and ratably secured.


          Section 1015.  Change of Control.
          --------------------------------

          (a)   Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase all of the outstanding Securities (a
"Change of Control

                                       59
<PAGE>

Offer"), and shall purchase, on a business day (the "Change of Control Purchase
Date") not more than 70 nor less than 60 days following the Change of Control,
all of the then outstanding Securities validly tendered pursuant to such Change
of Control Offer, at a purchase price (the "Change of Control Purchase Price")
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the Change of Control Purchase Date. The Change of Control Offer is
required to remain open for at least 20 Business Days and until the close of
business on the Change of Control Purchase Date.

          (b)  In order to effect such Change of Control Offer, the Company
shall, not later than the 30th day after the Change of Control, mail to each
Holder notice of the Change of Control Offer in the manner provided in Section
107, which notice shall govern the terms of the Change of Control Offer and
shall state:

          (1)  that a Change of Control has occurred and that such Holder has
     the right to require the Company to repurchase such Holder's Securities at
     the Change of Control Purchase Price;

          (2)  the circumstances and relevant facts regarding such Change of
     Control (including but not limited to information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control);

          (3)  the Change of Control Purchase Date; and

          (4)  the instructions a Holder must follow in order to have its
     Securities repurchased in accordance with paragraph (c) of this Section.

          (c)  Holders electing to have Securities purchased will be required to
surrender such Securities to the Company at the address specified in the notice
at least five Business Days prior to the Change of Control Purchase Date.
Holders will be entitled to withdraw their election if the Company receives, not
later than three Business Days prior to the Change of Control Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities delivered for purchase by the
Holder as to which his election is to be withdrawn and a statement that such
Holder is withdrawing his election to have such Securities purchased. Holders
whose Securities are purchased only in part will be issued new Securities equal
in principal amount of the unpurchased portion of the Securities surrendered.

          (d)  The Company will comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable, in the event that a Change of Control occurs and
the Company is required to purchase Securities as described above.

          Section 1016.  Limitation on Disposition of Proceeds of Asset Sales.
          -------------------------------------------------------------------

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Sale unless (i) such Asset Sale is for not
less than the fair market value of the assets sold (as determined by the Board
of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution) and (ii) the consideration received by the
Company or the relevant Restricted Subsidiary in respect of such Asset Sale
consists of at

                                       60
<PAGE>

least 75% cash or Cash Equivalents; provided that the Company and its Restricted
Subsidiaries may engage in Asset Sales for consideration not in the form of Cash
Equivalents in amounts in excess of that permitted in this clause (ii), so long
as (x) such excess consideration is in the form of Fully Traded Common Stock,
(y) the aggregate fair market value of such Fully Traded Common Stock received
by the Company and its Restricted Subsidiaries (measured as of the date of
receipt) from all Asset Sales in reliance on this proviso since the date of the
Indenture that has not been converted into cash or Cash Equivalents does not
exceed $10,000,000 and (z) any Fully Traded Common Stock that is converted into
cash or Cash Equivalents shall be applied as provided in paragraphs (b) and (c)
of this Section.

          (b)  If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after
such Asset Sale, to (i) repay or prepay any then outstanding Indebtedness of the
Company or Indebtedness of any Restricted Subsidiary (other than Subordinated
Indebtedness) or (ii) invest (or enter into a legally binding agreement to
invest) in properties and assets to replace the properties and assets that were
the subject of the Asset Sale or in properties and assets that will be used in a
Permitted Business. If any such legally binding agreement to invest such Net
Cash Proceeds is terminated, then the Company may, within 90 days of such
termination or within 12 months of such Asset Sale, whichever is later, invest
such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the
parenthetical contained in such clause (ii)) above. The amount of such Net Cash
Proceeds not so used as provided in clauses (i) and (ii) above constitutes
"Excess Proceeds."

          (c)  When the aggregate amount of Excess Proceeds exceeds $10,000,000,
the Company shall, within 15 business days, make an offer to purchase (an
"Excess Proceeds Offer") from all holders of Securities and from the holders of
Pari Passu Indebtedness, if any, to the extent required by the terms thereof, on
a pro rata basis, in accordance with the procedures set forth below, the maximum
principal amount (expressed as a multiple of $1,000) of Securities, and Pari
Passu Indebtedness, if any, that may be purchased with the Excess Proceeds. The
offer price as to each Security and Pari Passu Indebtedness, if any, shall be
payable in cash in an amount equal to 100% of the principal amount of such
Security and Pari Passu Indebtedness, if any, plus accrued and unpaid interest,
if any, to the date such Excess Proceeds Offer is consummated. To the extent
that the aggregate principal amount of Securities and Pari Passu Indebtedness,
if any, tendered pursuant to an Excess Proceeds Offer is less than the Excess
Proceeds, the Company may use such deficiency for general corporate purposes. If
the aggregate principal amount of Securities and Pari Passu Indebtedness, if
any, validly tendered and not withdrawn by holders thereof exceeds the Excess
Proceeds, Securities and Pari Passu Indebtedness, if any, to be purchased will
be selected on a pro rata basis on the basis of the aggregate principal amount
of the tendered Securities and Pari Passu Indebtedness, if any. Upon completion
of such offer to purchase, the amount of Excess Proceeds shall be reset to zero.

          Section 1017.  Limitation on Guarantees of Indebtedness by Restricted
          ---------------------------------------------------------------------
Subsidiaries.
------------

          (a)  The Company will not permit any Restricted Subsidiary to
guarantee the payment of any Indebtedness of the Company or any Indebtedness of
any other Restricted Subsidiary unless (i) (A) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to the Indenture
providing for an unsubordinated Guarantee of payment of the Securities by such
Restricted Subsidiary and (B) with respect to any guarantee of Subordinated
Indebtedness by a Restricted Subsidiary, any such guarantee shall be
subordinated

                                       61
<PAGE>

to such Restricted Subsidiary's Guarantee with respect to the Securities at
least to the same extent as such Subordinated Indebtedness is subordinated to
the Securities; (ii) such Restricted Subsidiary waives and will not in any
manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Guarantee; (iii) such Restricted Subsidiary shall appoint
CT Corporation in the City of New York as its agent for the service of process;
and (iv) such Restricted Subsidiary shall deliver to the Trustee an Opinion of
Counsel to the effect that (A) such appointment of CT Corporation is valid, (B)
such Guarantee of the Securities has been duly executed and authorized and (C)
such Guarantee of the Securities constitutes a valid, binding and enforceable
obligation of such Restricted Subsidiary, except insofar as enforcement thereof
may be limited by bankruptcy, insolvency or similar laws (including, without
limitation, all laws relating to fraudulent transfers) and except insofar as
enforcement thereof is subject to general principles of equity; provided that
                                                                --------
this paragraph (a) shall not be applicable to any guarantee of any Restricted
Subsidiary that (x) existed at the time such Person became a Restricted
Subsidiary of the Company and (y) was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary of the Company;
and provided further that the provisions of this paragraph (a) shall not apply
    -------- -------
to the guarantee by any non-domestic Restricted Subsidiary of the payment of any
Indebtedness of any other non-domestic Restricted Subsidiary that is permitted
to be incurred under the terms of this Indenture.

          (b)  Notwithstanding the foregoing and the other provisions of the
Indenture, any Guarantee by a Restricted Subsidiary of the Securities shall
provide by its terms that it shall be automatically and unconditionally released
and discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's Capital Stock in such
Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the
Indenture), (ii) the merger of such Restricted Subsidiary into the Company or a
Restricted Subsidiary (provided the surviving Restricted Subsidiary assumes the
Guarantee) or the liquidation and dissolution of such Restricted Subsidiary (in
each case to the extent not prohibited by the Indenture) or (iii) the release or
discharge of the guarantee which resulted in the creation of such Guarantee,
except a discharge or release by or as a result of payment under such guarantee.

          Section 1018.  Limitation on Dividends and Other Payment Restrictions
          ---------------------------------------------------------------------
Affecting Restricted Subsidiaries.
---------------------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends, in cash or otherwise, or make any other
distributions on or in respect of its Capital Stock, (b) pay any Indebtedness
owed to the Company or any other Restricted Subsidiary, (c) make loans or
advances to the Company or any other Restricted Subsidiary, (d) transfer any of
its properties or assets to the Company or any other Restricted Subsidiary or
(e) guarantee any Indebtedness of the Company or any other Restricted
Subsidiary, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) customary non-assignment provisions of any
lease governing a leasehold interest of the Company or any Restricted
Subsidiary, (iii) any agreement or other instrument of a Person acquired by the
Company or any Restricted Subsidiary in existence at the time of such
acquisition (but not created in contemplation thereof), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any

                                       62
<PAGE>

Person, other than the Person, or the property or assets of the Person, so
acquired, (iv) encumbrances or restrictions under the Bank Credit Agreement as
such agreement exists on the Closing Date, (v) any agreement providing for the
incurrence of Indebtedness of Restricted Subsidiaries pursuant to either clause
(x) of paragraph (b) of Section 1010 or clause (vii) of the definition of
Permitted Subsidiary Indebtedness; provided that any Restricted Subsidiary that
                                   --------
becomes subject to any such encumbrances or restrictions pursuant to this clause
(v) shall Guarantee the Securities.

          Section 1019.  Restriction on Transfer of Assets to Subsidiaries.
          ----------------------------------------------------------------

          The Company will not sell, convey, transfer or otherwise dispose of
its assets or property to any of its Subsidiaries that are not Guarantors,
except for sales, conveyances, transfers or other dispositions (a) of assets or
property having an aggregate fair market value no greater than $5,000,000 made
after the date of the Indenture and in the ordinary course of business; or (b)
of assets or property having a fair market value not in excess of the amount of
Investments (other than Permitted Investments) then permitted to be made
pursuant to Section 1011. The amount of any sale, conveyance, transfer or other
disposition permitted pursuant to clause (b) of this Section will be treated as
the payment of a Restricted Payment in calculating the amount of Restricted
Payments made by the Company.

          Section 1020.  Waiver of Certain Covenants.
          ------------------------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 803 or Sections 1007 through
1019, inclusive, if before or after the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities, by Act of
such Holders, waive such compliance in such instance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

          Section 1101.  Right of Redemption.
          ----------------------------------

          The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time after July 1, 2006 subject to
the conditions and at the Redemption Prices specified in the form of Security,
together with accrued interest, if any, to the Redemption Date.

          In addition, up to 35% of the initial aggregate principal amount of
the Securities may be redeemed, from time to time, on or prior to July 1, 2004,
at the option of the Company, within 60 days of one or more Qualified Equity
Offerings with the net proceeds of such offering at a redemption price equal to
110.75% of the principal amount, together with accrued and unpaid interest, if
any, to the date of redemption (subject to the right of holders of record on
relevant record dates to receive interest due on relevant interest payment
dates); provided that
        --------

                                       63
<PAGE>

after giving effect to such redemption at least 65% of the aggregate principal
amount of the Securities originally issued remains outstanding.

          Section 1102.  Applicability of Article.
          ---------------------------------------

          Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

          Section 1103.  Election to Redeem; Notice to Trustee.
          ----------------------------------------------------

          The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the
Securities to be redeemed pursuant to Section 1104.

          Section 1104.  Selection by Trustee of Securities to Be Redeemed.
          ----------------------------------------------------------------

          If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 30 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Securities; provided, however, that no such partial
                                --------  -------
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

          Section 1105.  Notice of Redemption.
          -----------------------------------

          Notice of redemption shall be given in the manner provided for in
Section 107 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.

          All notices of redemption shall state:

          (1)     the Redemption Date,

          (2)     the Redemption Price,

                                       64
<PAGE>

          (3)     if less than all Outstanding Securities are to be redeemed,
     the identification (and, in the case of a partial redemption, the principal
     amounts) of the particular Securities to be redeemed,

          (4)     that on the Redemption Date the Redemption Price (together
     with accrued interest, if any, to the Redemption Date payable as provided
     in Section 1107) will become due and payable upon each such Security, or
     the portion thereof, to be redeemed, and that interest thereon will cease
     to accrue on and after said date, and

          (5)     the place or places where such Securities are to be
     surrendered for payment of the Redemption Price.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

          Section 1106.  Deposit of Redemption Price.
          ------------------------------------------

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and accrued interest on, all
the Securities which are to be redeemed on that date.

          Section 1107.  Securities Payable on Redemption Date.
          ----------------------------------------------------

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest whose Stated
                 --------  -------
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 309.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Securities.

          Section 1108.  Securities Redeemed in Part.
          ------------------------------------------

          Any Security which is to be redeemed only in part shall be surrendered
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new

                                       65
<PAGE>

Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                ARTICLE TWELVE

                      DEFEASANCE AND COVENANT DEFEASANCE

          Section 1201. Company's Option to Effect Defeasance or Covenant
          ---------------------------------------------------------------
Defeasance.
----------

          The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 1202 or Section 1203 be
applied to all Outstanding Securities upon compliance with the conditions set
forth below in this Article Twelve.

          Section 1202.  Defeasance and Discharge.
          ---------------------------------------

          Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1202, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
Outstanding Securities on the date the conditions set forth in Section 1204 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 1205 and the
other Sections of this Indenture referred to in (A) and (B) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, 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 Securities to receive,
solely from the trust fund described in Section 1204 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any,
on) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
308, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Twelve. Subject to compliance with this
Article Twelve, the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203 with respect
to the Securities.

          Section 1203.  Covenant Defeasance.
          ----------------------------------

          Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1203, the Company and the Guarantors shall be
released from their respective obligations under any covenant contained in
Section 801 and Section 803 and in Sections 1007 through 1019 with respect to
the Outstanding Securities on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Securities shall
thereafter be deemed not to be "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities, the Company
and the Guarantors 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,

                                       66
<PAGE>

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 501(3) or Section 501(4), but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.

          Section 1204.  Conditions to Defeasance or Covenant Defeasance.
          --------------------------------------------------------------

          The following shall be the conditions to application of either Section
1202 or Section 1203 to the Outstanding Securities:

          (1)      The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall agree to comply with the provisions of this
     Article Twelve 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 Securities, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, 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 (and premium, if any, on) and interest on the Outstanding Securities on
     the Stated Maturity (or Redemption Date, if applicable) of such principal
     (and premium, if any) or installment of interest; provided that the Trustee
                                                       --------
     shall have been irrevocably instructed to apply such money or the proceeds
     of such U.S. Government Obligations to said payments with respect to the
     Securities. Before such a deposit, the Company may give to the Trustee, in
     accordance with Section 1103 hereof, a notice of its election to redeem all
     of the Outstanding Securities at a future date in accordance with Article
     Eleven hereof, which notice shall be irrevocable. Such irrevocable
     redemption notice, if given, shall be given effect in applying the
     foregoing. For this purpose, "U.S. Government Obligations" means securities
     that are (x) direct obligations of the United States of America for the
     timely payment of which its full faith and credit is pledged or (y)
     obligations of a Person controlled or supervised by and acting as an agency
     or instrumentality of the United States of America the timely payment of
     which is unconditionally guaranteed as a full faith and credit obligation
     by the United States of America, which, in either case, are not callable or
     redeemable at the option of the issuer thereof, and shall also include a
     depository receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act of 1933, as amended), as custodian with respect to any such
     U.S. Government Obligation or a specific payment of principal of or
     interest on any such U.S. Government Obligation held by such custodian for
     the account of the holder of such depository receipt, provided that (except
                                                           --------
     as required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depository receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal of or interest on the U.S.
     Government Obligation evidenced by such depository receipt.

                                       67
<PAGE>

          (2)      No Default or Event of Default with respect to the Securities
     shall have occurred and be continuing on the date of such deposit.

          (3)      Such defeasance or covenant defeasance shall not cause the
     Trustee to have a conflicting interest with respect to any securities of
     the Company or any Guarantor.

          (4)      Such 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
     Guarantor is a party or by which it is bound.

          (5)      In the case of an election under Section 1202, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (x)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since June 19, 2001 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 Securities will not recognize income, gain or loss for
     federal income tax purposes as a result of such 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 defeasance had not
     occurred.

          (6)      In the case of an election under Section 1203, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holdings of the Outstanding Securities 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.

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

          (8)      The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel satisfactory to the Trustee, which,
     taken together, state that all conditions precedent provided for relating
     to either the defeasance under Section 1202 or the covenant defeasance
     under Section 1203 (as the case may be) have been complied with.

          Section 1205. Deposited Money and U.S. Government Obligations to Be
          -------------------------------------------------------------------
Held in Trust; Other Miscellaneous Provisions.
---------------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, 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 1205, the "Trustee") pursuant to Section 1204 in respect of the
Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities of all sums due and to

                                       68
<PAGE>

become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 1204 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 Securities.

          Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

          Section 1206.  Reinstatement.
          ----------------------------

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1205 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
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1202 or 1203, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1205; provided, however, that if the Company makes any payment of
              --------  -------
principal of (or premium, if any, on) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                               ARTICLE THIRTEEN

                                  GUARANTEES

          Section 1301.  Guarantees.
          -------------------------

          The Guarantor hereby jointly and severally, absolutely,
unconditionally and irrevocably guarantees the Securities and obligations of the
Company hereunder and thereunder, and guarantees to each Holder of a Security
authenticated and delivered by the Trustee in accordance with the terms hereof,
and to the Trustee on behalf of such Holder, that: (a) the principal of (and
premium, if any) and interest on the Securities will be paid in full when due,
whether at Stated Maturity, by acceleration or otherwise (including, without
limitation, the amount that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Law), together with
interest on the overdue principal, if any, and interest on any overdue interest,
to the extent lawful, and all other obligations of the Company to the Holders or
the Trustee hereunder or thereunder will be paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Securities or of any such other
obligations, the same shall be paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at

                                       69
<PAGE>

Stated Maturity, by acceleration or otherwise, subject, however, in the case of
clauses (a) and (b) above, to the limitation set forth in Section 1305 hereof.

          The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor.

          The Guarantor hereby waives (to the extent permitted by law) the
benefits of diligence, presentment, demand for payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company or any other Person, protest,
notice and all demands whatsoever and covenants that the Guarantee of such
Guarantor shall not be discharged as to any Security except by complete
performance of the obligations contained in such Security, this Indenture and
such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of
payment and not of collection.

          The obligations of the Guarantor under its Subsidiary Guaranty are
independent of the obligations guaranteed by such Guarantor hereunder, and a
separate action or actions may be brought and prosecuted by the Trustee on
behalf of, or by, the Holders, subject to the terms and conditions set forth in
this Indenture, against a Guarantor to enforce this Guarantee, irrespective of
whether any action is brought against the Company or whether the Company is
joined in any such action or actions.

          The Guarantor hereby agrees that, in the event of a default in payment
of principal (or premium, if any) or interest on such Security, whether at its
Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may
be instituted by the Trustee on behalf of, or by, the Holder of such Security,
subject to the terms and conditions set forth in this Indenture, directly
against each of the Guarantors to enforce such Guarantor's Guarantee without
first proceeding against the Company or any other Guarantor. The Guarantor
agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the Maturity of the Securities,
to collect interest on the Securities, or to enforce or exercise any other right
or remedy with respect to the Securities, such Guarantor shall pay to the
Trustee for the account of the Holder, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company or any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or any
Guarantor, any amount paid by any of them to the Trustee or such Holder, the
Guarantee of each of the Guarantors, to the extent theretofore discharged, shall
be reinstated in full force and effect. The Guarantor further agrees that as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) subject to this Article Thirteen, the Maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Five
hereof for the purposes of the Guarantee of such Guarantor notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any acceleration of
such obligation

                                       70
<PAGE>

as provided in Article Five hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the
purpose of the Guarantee of such Guarantor.

          Each Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation, reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities
are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Securities, whether as a
"voidable preference", "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned. The form
of Guarantee is attached hereto as Exhibit B.

          Section 1302.  Severability.
          ---------------------------

          In case any provision of any Guarantee 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 1303.  Restricted Subsidiaries.
          --------------------------------------

          If the Company or any of its Restricted Subsidiaries acquires or forms
a Restricted Subsidiary organized under the laws of the United States or any
State or dependency thereof or the District of Columbia, the Company will cause
any such Restricted Subsidiary (and any other Restricted Subsidiary as required
pursuant to Section 1017; Limitations on Guarantees) to (i) execute and deliver
to the Trustee any amendment or supplement to this Indenture in accordance with
the provisions of Article Nine of this Indenture pursuant to which such
Restricted Subsidiary shall guarantee all of the obligations on the Securities,
whether for principal, premium, if any, interest (including interest accruing
after the filing of, or which would have accrued but for the filing of, a
petition by or against the Company under Bankruptcy Law, whether or not such
interest is allowed as a claim after such filing in any proceeding under such
law) and other amounts due in connection therewith (including any fees, expenses
and indemnities), on a senior unsecured basis and (ii) deliver to such Trustee
an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that
such amendment or supplement has been duly executed and delivered by such
Restricted Subsidiary and is in compliance with the terms of this Indenture.
Upon the execution of any such amendment or supplement, the obligations of the
Guarantors and any such Restricted Subsidiary under their respective Guarantees
shall become joint and several and each reference to the "Guarantor" in this
indenture shall, subject to Section 1308, be deemed to refer to all Guarantors,
including such Restricted Subsidiary.

          Section 1304.  Priority of Guarantees.
          -------------------------------------

          The Guarantee issued by any Guarantor shall be unsecured senior
obligations of such Guarantor, ranking pari passu with all other existing and
                                       ----------
future senior unsecured indebtedness of such Guarantor, if any.

                                       71
<PAGE>

                  Section 1305. Limitation of Guarantors' Liability.
                  -------------------------------------------------

                  The Guarantor and by its acceptance hereof each Holder
confirms that it is the intention of all such parties that the guarantee by the
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or
the provisions of its local law relating to fraudulent transfer or conveyance.
To effectuate the foregoing intention, the Holders and the Guarantor hereby
irrevocably agree that the obligations of such Guarantor under its Guarantee
shall be limited to the maximum amount that will not, after giving effect to all
other contingent and fixed liabilities of such Guarantor result in the
obligations of such Guarantor under its Guarantee constituting such fraudulent
transfer or conveyance.

                  Section 1306. Subrogation.
                  -------------------------

                  Each Guarantor shall be subrogated to all rights of Holders
against the Company in respect of any amounts paid by any Guarantor pursuant to
the provisions of Section 1301; provided, however, that, if an Event of Default
                                --------  -------
has occurred and is continuing, no Guarantor shall be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by the Company under this Indenture or
the Securities shall have been paid in full.

                  Section 1307. Reinstatement.
                  ---------------------------

                  The Guarantor hereby agrees (and each Person who becomes a
Guarantor shall agree) that the Guarantee provided for in Section 1301 shall
continue to be effective or be reinstated, as the case may be, if at any time,
payment, or any part thereof, of any obligations or interest thereon is
rescinded or must otherwise be restored by a Holder to the Company upon the
bankruptcy or insolvency of the Company or any Guarantor.

                  Section 1308. Release of the Guarantor.
                  --------------------------------------

                  Concurrently with the discharge of the Securities under
Section 401, the Legal Defeasance of the Securities under Section 1202 hereof,
or the Covenant Defeasance of the Securities under Section 1203 hereof, the
Guarantor shall be released from all their obligations under its Guarantee under
this Article Thirteen.

                  So long as no Default exists or upon the occurrence of either
(a) or (b) below with notice or lapse of time or both, would exist, the
Guarantee issued by any Guarantor and any Liens securing such Guarantee shall be
automatically and unconditionally released and discharged upon: (a) any sale,
exchange, transfer to any Person that is not an Affiliate of the Company of all
of the Company's Capital Stock in such Guarantor, which transaction is otherwise
in compliance with the Indenture or (b) the designation of such Restricted
Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this
Indenture.

                                       72
<PAGE>

                  Section 1309. Benefits Acknowledged.
                  -----------------------------------

                  The Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that its guarantee and waivers pursuant to its Guarantee are knowingly made
in contemplation of such benefits.

                  This Indenture may be signed in any number of counterparts
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.

                                       73
<PAGE>

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





                                   APPLIED EXTRUSION TECHNOLOGIES, INC.



                                   By /s/ Thomas E. Williams
                                      -----------------------------------------
                                   Name: Thomas E. Williams
                                   Title: President and Chief Executive Officer


                                   APPLIED EXTRUSION TECHNOLOGIES (CANADA), INC,
                                    as Guarantor

                                   By /s/ Thomas E. Williams
                                      ------------------------------------------
                                   Name: Thomas E. Williams
                                   Title: President


                                   WELLS FARGO BANK MINNESOTA,
                                   NATIONAL ASSOCIATION, as Trustee



                                   By /s/ Robert L. Reynolds
                                      ------------------------------------------
                                   Name: Robert L. Reynolds
                                   Title: Vice President

                                       74
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                              [FACE OF SECURITY]

                     APPLIED EXTRUSION TECHNOLOGIES, INC.

                   10 3/4% [Series B]** Senior Note due 2011

                                                         CUSIP 038196 AC5[AD3]**

No. _______                                        $_________________

          APPLIED EXTRUSION TECHNOLOGIES, INC., a Delaware corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to ___________, or its
registered assigns, the principal sum of ____________________________________
($___________), on       , 2011.

          [Initial Interest Rate:   10 3/4% per annum.]*
          [Interest Rate:           10 3/4% per annum.]**
          Interest Payment Dates:   January 1 and July 1 of each year
                                    commencing January 1, 2002.

          Regular Record Dates:      December 15/th/ or June 15/th/ of each year

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, 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 Security to be signed
manually or by facsimile by its duly authorized officers.

Date:______________________        APPLIED EXTRUSION TECHNOLOGIES, INC.


                                        By:_____________________________________
                                           Title:




_______________________
*    Include only for Initial Securities

**   Include only for Exchange Securities

                                      A-1
<PAGE>

               (Form of Trustee's Certificate of Authentication)



This is one of the 10 3/4% [Series B]* Senior Notes due 2011 described in the
within-mentioned Indenture.

                                             WELLS FARGO BANK MINNESOTA,
                                             NATIONAL ASSOCIATION, as Trustee

                                             By:________________________________
                                                Authorized Signatory

___________________

*    Include only for Exchange Securities

                                      A-2
<PAGE>

                          [REVERSE SIDE OF SECURITY]

                     APPLIED EXTRUSION TECHNOLOGIES, INC.

                   10 3/4% [Series B]** Senior Note due 2011


1.   Principal and Interest.

          The Company will pay the principal of this Security on July 1, 2011.

          The Company promises to pay interest on the principal amount of this
Security on each Interest Payment Date, as set forth below, at the rate of 10
3/4% per annum (subject to adjustment as provided below)]* [10 3/4% per annum,
except that interest accrued on this Security pursuant to the penultimate
paragraph of this Section 1 for periods prior to the applicable Exchange Date
(as such term is defined in the Registration Rights Agreement referred to below)
will accrue at the rate or rates borne by the Securities from time to time
during such periods].**

          Interest will be payable semiannually (to the holders of record of the
Securities (or any predecessor Securities) at the close of business on the
December 15th or June 15th immediately preceding the Interest Payment Date) on
each Interest Payment Date, commencing January 1, 2002.

          [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated June 19, 2001, between the Company and the
Purchasers named therein (the "Registration Rights Agreement"). In the event
that either (a) the Exchange Offer Registration Statement (as such term is
defined in the Registration Rights Agreement) is not filed with the Securities
and Exchange Commission on or prior to the 30th calendar day following the date
of original issue of the Securities, (b) the Exchange Offer Registration
Statement has not been declared effective on or prior to the 120th calendar day
following the date of original issue of the Securities or (c) the Exchange Offer
(as such term is defined in the Registration Rights Agreement) is not
consummated or a Shelf Registration Statement (as such term is defined in the
Registration Rights Agreement) is not declared effective on or prior to the
150th calendar day following the date of original issue of the Securities, the
interest rate borne by this Security shall be increased by one-half of one
percent per annum following such 30-day period in the case of (a) above,
following such 120-day period in the case of (b) above or following such 150-day
period in the case of (c) above. The aggregate amount of such increase from the
original interest rate pursuant to these provisions shall in no event exceed
one-half of one percent per annum. Upon (x) the filing of the Exchange

____________________
*    Include only for Initial Securities

**   Include only for Exchange Securities

                                      A-3
<PAGE>

Offer Registration Statement after the 30-day period described in clause (a)
above, (y) the effectiveness of the Exchange Offer Registration Statement after
the 120-day period described in clause (b) above or (z) the consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the
case may be, after the 150-day period described in clause (c) above, the
interest rate borne by this Security from the date of such filing, effectiveness
or consummation, as the case may be, will be reduced to the interest rate set
forth above.]*

          Interest on this Security will accrue from the most recent date to
which interest has been paid [on this Security or the Security surrendered in
exchange herefor]** or, if no interest has been paid, from June 19, 2001;
provided that, if there is no existing default in the payment of interest and if
--------
this Security is authenticated between a Regular 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 premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum equal to the rate of interest applicable to the Securities.

2.   Method of Payment.

          The Company will pay interest (except defaulted interest) on the
principal amount of the Securities on each January 1/st/ and July 1/st/ to the
persons who are Holders (as reflected in the Security Register at the close of
business on the December 15/th/ and June 15/th/ immediately preceding the
Interest Payment Date), in each case, even if the Security is cancelled on
registration of transfer or registration of exchange after such record date;
provided that, with respect to the payment of principal, the Company will make
--------
payment to the Holder that surrenders this Security to any Paying Agent on or
after July 1, 2011.

          The Company will pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal, premium, if
any, and interest by its check payable in such money. The Company may mail an
interest check to a Holder's registered address (as reflected in the Security
Register). If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.

3.   Paying Agent and Registrar.

          Initially, the Trustee will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar upon written notice thereto.
The Company, any Subsidiary or any Affiliate of any of them may act as Paying
Agent, Registrar or co-registrar.

____________________
*    Include only for Initial Securities

**   Include only for Exchange Securities

                                      A-4
<PAGE>

4.   Indenture; Limitations.

          The Company issued the Securities under an Indenture dated as of June
19, 2001 (the "Indenture"), between the Company, Applied Extrusion Technologies
(Canada), Inc., as guarantor (the "Guarantor"), and Wells Fargo Bank Minnesota,
National Association, as trustee (the "Trustee"). Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. The Securities are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this
Security and the terms of the Indenture, the terms of the Indenture shall
control.

          The Securities are general unsecured obligations of the Company. The
Indenture limits the aggregate principal amount of the Securities to
$275,000,000.

5.   Redemption.

          Optional Redemption. The Securities may be redeemed at the option of
          -------------------
the Company, in whole or in part, at any time and from time to time on or after
July 1, 2006, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that is on or prior to
the Redemption Date), if redeemed during the 12-month period beginning on July 1
of each of the years set forth below:

                                                               Redemption
          Year                                                    Price
          ---------------------------------------------------------------

          2006                                                  105.375%

          2007                                                  103.583%

          2008 and thereafter                                   101.792%

          2009 and thereafter                                     100.0%

          Optional Redemption upon a Public Offering.

          Up to 35% of the initial aggregate principal amount of the Securities
may be redeemed from time to time on or prior to July 1, 2004, at the option of
the Company, (within 60 days of one or more Qualified Equity Offerings,) with
the net proceeds of such offering at a redemption price equal to 110.75% of the
principal amount, together with an accrued and unpaid interest, if any, to the
date of redemption (subject to the right of holders of record on relevant record
dates to receive interest due on relevant interest payment dates); provided that
                                                                   --------
after giving effect to such redemption at least 65% of the aggregate principal
amount of the Securities originally issued remains outstanding.

                                      A-5
<PAGE>

          Notice of a redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder to be redeemed at such
Holder's last address as it appears in the Security Register. Securities in
original denominations larger than $1,000 may be redeemed in part in integral
multiples of $1,000. On and after the Redemption Date, interest ceases to accrue
on Securities or portions of Securities called for redemption, unless the
Company defaults in the payment of the Redemption Price.

6.   Repurchase upon a Change in Control and Asset Sales.

          (a)  Upon the occurrence of a Change of Control, the Company is
obligated to make an offer to purchase all outstanding Securities at a
redemption price of 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase and (b) upon Asset Sales, the
Company may be obligated to make offers to purchase Securities with a portion of
the Net Cash Proceeds of such Asset Sales at a redemption price of 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase.

7.   Denominations; Transfer; Exchange.

          The Securities are in registered form without coupons, in
denominations of $1,000 and multiples of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Securities selected for redemption (except the
unredeemed portion of any Security being redeemed in part). Also, it need not
register the transfer or exchange of any Securities for a period of 15 days
before a selection of Securities to be redeemed is made.

8.   Persons Deemed Owners.

          A Holder may be treated as the owner of a Security for all purposes.

9.   Unclaimed Money.

          If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.

          If the Company irrevocably deposits, or causes to be deposited, with
the Trustee money or U.S. Government Obligations sufficient to pay the then
outstanding principal of, premium, if any, and accrued interest on the
Securities (a) to redemption or maturity, the Company will be discharged from
the Indenture and the Securities, except in certain circumstances for certain
sections thereof, and (b) to the Stated Maturity, the Company will be discharged
from certain covenants set forth in the Indenture.

                                      A-6
<PAGE>

11.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities then outstanding, and any
existing default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding. Without notice to or the consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Securities to, among other
things, cure any ambiguity, defect or inconsistency and make any change that
does not materially adversely affect the rights of any Holder.

12.  Restrictive Covenants.

          The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Restricted Subsidiary
stock; (iv) transactions with Affiliates; (v) Liens; (vi) guarantees of
Indebtedness by Restricted Subsidiaries; (vii) disposition of proceeds of Asset
Sales; (viii) dividends and other payment restrictions affecting Restricted
Subsidiaries; (ix) transfer of assets to Subsidiaries; and (x) merger and
certain transfers of assets. Within 120 days after the end of each fiscal year
and within 45 days after each fiscal quarter, the Company must report to the
Trustee on compliance with such limitations.

13.  Successor Persons.

          When a successor person or other entity assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor person
will be released from those obligations.

14.  Remedies for Events of Default.

          If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Securities then outstanding may declare all the Securities to be
immediately due and payable. If a bankruptcy or insolvency default with respect
to the Company or any of its Significant Subsidiaries occurs and is continuing,
the Securities automatically become immediately due and payable. Holders may not
enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of at least
a majority in principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power.

15.  Trustee Dealings with Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may make loans to,
accept deposits from, perform services for, and otherwise deal with, the Company
and its Affiliates as if it were not the Trustee.

                                      A-7
<PAGE>

16.  Authentication.

          This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

17.  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 Gifts to Minors
Act).

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Applied
Extrusion Technologies, Inc., 3 Centennial Drive, Peabody, Massachusetts 01960,
Attention: President.

                                      A-8
<PAGE>

                           [FORM OF TRANSFER NOTICE]


               FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
---------------------------------

(Please print or typewrite name and address including zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing

attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

                    [THE FOLLOWING PROVISION TO BE INCLUDED
                             ON ALL CERTIFICATES]

               In connection with any transfer of this Security occurring prior
to the date which is the earlier of the date of an effective Registration
Statement or [_] the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                  [Check One]
                                   ---------
[_] (a)        this Security is being transferred in compliance with the
               exemption from registration under the Securities Act of 1933, as
               amended, provided by Rule 144A thereunder.

                                      or
                                      --

[_] (b)        this Security is being transferred other than in accordance with
               (a) above and documents are being furnished which comply with the
               conditions of transfer set forth in this Security and the
               Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.

Date: ____________________________


                                         NOTICE: The signature to this
                                         assignment must correspond with the
                                         name as written upon the face of the
                                         within-mentioned instrument in every
                                         particular, without alteration or any
                                         change whatsoever.


Signature Guarantee: ______________________________________


                                     A-9
<PAGE>

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is purchasing
this Security 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 of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

Dated: _________________________         _________

                                                NOTICE:   To be executed by an
                                                          executive officer

                                     A-10
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE


               If you wish to have this Security purchased by the Company
pursuant to Section 1015 or Section 1016 of the Indenture, check the Box: [_].


               If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1015 or Section 1016 of the Indenture, state the
amount (in original principal amount) below:

                                     $___________________


Date:____________________________

 Your Signature:____________________________________

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:_________________________________

                                     A-11
<PAGE>

                                                                       Exhibit B
                                                                       ---------

                               FORM OF GUARANTEE



               [Name of domestic Restricted Subsidiary] (the "Guarantor,"
which term includes any successor Person under the Indenture dated as of June
19, 2001 among Applied Extrusion Technologies, Inc., as issuer, the Guarantor
and Wells Fargo Bank Minnesota, National Association, as trustee (the
"Indenture")) has unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, the due and punctual
payment of the principal of, any premium and interest on the Securities, when
and as the same shall become due and payable, whether at maturity, by
acceleration, redemption, repayment or otherwise, all in accordance with the
terms set forth in Article 13 of the Indenture.

               The obligation of the undersigned to the Holders of the
Securities and to the Trustee pursuant to this Guarantee and in the Indenture
are expressly set forth in the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates.

               This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.

                                      B-1
<PAGE>

               IN WITNESS WHEREOF, the Guarantor has caused this instrument
to be duly executed.



                                               By and on Behalf of:

                                    [NAME OF DOMESTIC RESTRICTED SUBSIDIARY]



                                               By:______________________________
                                                  Name:
                                                  Title:

                                      B-2
<PAGE>

                                                                  Exhibit C
                                                                  ---------
                                  Exhibit
                    evidencing Indebtedness of the Company
                   outstanding on the date of this Indenture
                   -----------------------------------------

       1. $6.5 million Industrial Revenue Bond payable November 4, 2004


                                      C-1