<PAGE>

                                                                    Exhibit 4.7


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





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

                                FIBERMARK, INC.,
                                   as Issuer,
                              --------------------
                           THE GUARANTORS PARTY HERETO

                                       AND

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

================================================================================
                                    INDENTURE

                           Dated as of April 18, 2001




                                  $330,000,000

                     10 3/4% Senior Notes due 2011, Series A
                     10 3/4% Senior Notes due 2011, Series B



<PAGE>


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

  TIA                                                                              Indenture
Section                                                                             Section
-------                                                                            ---------
<S>                                                                                <C>

310  (a)(1).....................................................................       7.10
     (a)(2).....................................................................       7.10
     (a)(3).....................................................................       N.A.
     (a)(4).....................................................................       N.A.
     (a)(5).....................................................................       7.08; 7.10
     (b)........................................................................       7.08; 7.10; 12.02
     (c)........................................................................       N.A.
311  (a)........................................................................       7.11
     (b)........................................................................       7.11
     (c)........................................................................       N.A.
312  (a)........................................................................       2.05
     (b)........................................................................       12.03
     (c)........................................................................       12.03
313  (a)........................................................................       7.06
     (b)(1).....................................................................       7.06
     (b)(2).....................................................................       7.06
     (c)........................................................................       7.06; 12.02
     (d)........................................................................       7.06
314  (a)........................................................................       4.08; 4.10; 12.02
     (b)........................................................................       N.A.
     (c)(1).....................................................................       7.02; 12.04; 12.05
     (c)(2).....................................................................       7.02; 12.04; 12.05
     (c)(3).....................................................................       N.A.
     (d)........................................................................       N.A.
     (e)........................................................................       12.05
     (f)........................................................................       N.A.
315  (a)........................................................................       7.01(b); 7.02
     (b)........................................................................       7.05; 12.02
     (c)........................................................................       7.01
     (d)........................................................................       6.05; 7.01(c); 7.02
     (e)........................................................................       6.11
316  (a)(last sentence).........................................................       2.09
     (a)(1)(A)..................................................................       6.05
     (a)(1)(B)..................................................................       6.04
     (a)(2).....................................................................       9.02
     (b)........................................................................       6.07
317  (a)(1).....................................................................       6.08
     (a)(2).....................................................................       6.09
     (b)........................................................................       2.04
318  (a)........................................................................       12.01
     (c)........................................................................       12.01
</TABLE>


N.A. means Not Applicable

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



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                            PAGE
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                   <C>                                                                                   <C>
SECTION 1.01.         Definitions.............................................................................1
SECTION 1.02.         Incorporation by Reference of TIA......................................................15
SECTION 1.03.         Rules of Construction..................................................................15

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.         Form and Dating........................................................................15
SECTION 2.02.         Execution and Authentication...........................................................16
SECTION 2.03.         Registrar and Paying Agent.............................................................17
SECTION 2.04.         Paying Agent To Hold Assets in Trust...................................................17
SECTION 2.05.         Securityholder Lists...................................................................17
SECTION 2.06.         Transfer and Exchange..................................................................17
SECTION 2.07.         Replacement Securities.................................................................18
SECTION 2.08.         Outstanding Securities.................................................................18
SECTION 2.09.         Treasury Securities....................................................................19
SECTION 2.10.         Temporary Securities...................................................................19
SECTION 2.11.         Cancellation...........................................................................19
SECTION 2.12.         Defaulted Interest.....................................................................19
SECTION 2.13.         CUSIP Number...........................................................................19
SECTION 2.14.         Deposit of Moneys......................................................................20
SECTION 2.15.         Book-Entry Provisions for Global Securities............................................20
SECTION 2.16.         Registration of Transfers and Exchanges................................................21
SECTION 2.17.         Designation............................................................................24

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.         Notices to Trustee.....................................................................24
SECTION 3.02.         Selection of Securities To Be Redeemed.................................................25
SECTION 3.03.         Notice of Redemption...................................................................25
SECTION 3.04.         Effect of Notice of Redemption.........................................................26
SECTION 3.05.         Deposit of Redemption Price............................................................26
SECTION 3.06.         Securities Redeemed in Part............................................................26


                                      -i-
<PAGE>

                                                                                                            PAGE
                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.         Payment of Securities..................................................................27
SECTION 4.02.         Maintenance of Office or Agency........................................................27
SECTION 4.03.         Limitation on Restricted Payments......................................................27
SECTION 4.04.         Limitation on Incurrence of Additional Indebtedness....................................28
SECTION 4.05.         Corporate Existence....................................................................29
SECTION 4.06.         Payment of Taxes and Other Claims......................................................29
SECTION 4.07.         Maintenance of Properties and Insurance................................................30
SECTION 4.08.         Compliance Certificate; Notice of Default..............................................30
SECTION 4.09.         Compliance with Laws...................................................................30
SECTION 4.10.         Commission Reports.....................................................................31
SECTION 4.11.         Waiver of Stay, Extension or Usury Laws................................................31
SECTION 4.12.         Limitation on Transactions with Affiliates.............................................32
SECTION 4.13.         [Intentionally Omitted]................................................................32
SECTION 4.14.         Limitation on Dividend and Other Payment Restrictions Affecting
                      Subsidiaries...........................................................................32
SECTION 4.15.         Limitation on Liens....................................................................32
SECTION 4.16.         Change of Control......................................................................32
SECTION 4.17.         Limitation on Asset Sales..............................................................34
SECTION 4.18.         Limitation on Preferred Stock of Restricted Subsidiaries...............................36
SECTION 4.19.         [Intentionally Omitted]................................................................36
SECTION 4.20.         Limitation on Designations of Unrestricted Subsidiaries................................37
SECTION 4.21.         Additional Guarantees..................................................................37

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.         Mergers, Consolidations and Sale of Assets.............................................38
SECTION 5.02.         Successor Corporation Substituted......................................................39

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.         Events of Default......................................................................39
SECTION 6.02.         Acceleration...........................................................................40
SECTION 6.03.         Other Remedies.........................................................................41
SECTION 6.04.         Waiver of Past Defaults................................................................41
SECTION 6.05.         Control by Majority....................................................................41
SECTION 6.06.         Limitation on Suits....................................................................42
SECTION 6.07.         Rights of Holders To Receive Payment...................................................42
SECTION 6.08.         Collection Suit by Trustee.............................................................42
SECTION 6.09.         Trustee May File Proofs of Claim.......................................................42
SECTION 6.10.         Priorities.............................................................................43
SECTION 6.11.         Undertaking for Costs..................................................................43


                                      -ii-
<PAGE>

                                                                                                            PAGE
                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.         Duties of Trustee......................................................................43
SECTION 7.02.         Rights of Trustee......................................................................44
SECTION 7.03.         Individual Rights of Trustee...........................................................45
SECTION 7.04.         Trustee's Disclaimer...................................................................45
SECTION 7.05.         Notice of Default......................................................................45
SECTION 7.06.         Reports by Trustee to Holders..........................................................46
SECTION 7.07.         Compensation and Indemnity.............................................................46
SECTION 7.08.         Replacement of Trustee.................................................................47
SECTION 7.09.         Successor Trustee by Merger, Etc.......................................................48
SECTION 7.10.         Eligibility; Disqualification..........................................................48
SECTION 7.11.         Preferential Collection of Claims Against Company......................................48

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.         Legal Defeasance and Covenant Defeasance...............................................48
SECTION 8.02.         Satisfaction and Discharge.............................................................50
SECTION 8.03.         Survival of Certain Obligations........................................................51
SECTION 8.04.         Acknowledgment of Discharge by Trustee.................................................51
SECTION 8.05.         Application of Trust Assets............................................................51
SECTION 8.06.         Repayment to the Company or the Guarantors; Unclaimed Money............................52
SECTION 8.07.         Reinstatement..........................................................................52

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.         Without Consent of Holders.............................................................52
SECTION 9.02.         With Consent of Holders................................................................53
SECTION 9.03.         Compliance with TIA....................................................................54
SECTION 9.04.         Revocation and Effect of Consents......................................................54
SECTION 9.05.         Notation on or Exchange of Securities..................................................55
SECTION 9.06.         Trustee To Sign Amendments, Etc........................................................55

                                   ARTICLE TEN

                             (INTENTIONALLY OMITTED)

                                 ARTICLE ELEVEN

                                    GUARANTEE

SECTION 11.01.        Unconditional Guarantee................................................................55
SECTION 11.02.        Severability...........................................................................56

                                     -iii-
<PAGE>

                                                                                                            PAGE

SECTION 11.03.        Limitation of Guarantor's Liability....................................................56
SECTION 11.04.        Guarantors May Consolidate, etc., on Certain Terms.....................................56
SECTION 11.05.        Contribution...........................................................................57
SECTION 11.06.        Waiver of Subrogation..................................................................57
SECTION 11.07.        Execution of Guarantee.................................................................57
SECTION 11.08.        Waiver of Stay, Extension or Usury Laws................................................58

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01.        TIA Controls...........................................................................58
SECTION 12.02.        Notices................................................................................58
SECTION 12.03.        Communications by Holders with Other Holders...........................................59
SECTION 12.04.        Certificate and Opinion as to Conditions Precedent.....................................59
SECTION 12.05.        Statements Required in Certificate or Opinion..........................................60
SECTION 12.06.        Rules by Trustee, Paying Agent, Registrar..............................................60
SECTION 12.07.        Legal Holidays.........................................................................60
SECTION 12.08.        Governing Law..........................................................................60
SECTION 12.09.        No Adverse Interpretation of Other Agreements..........................................60
SECTION 12.10.        No Recourse Against Others.............................................................61
SECTION 12.11.        Successors.............................................................................61
SECTION 12.12.        Duplicate Originals....................................................................61
SECTION 12.13.        Severability...........................................................................61

SIGNATURES

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


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



                                     -iv-
<PAGE>



         INDENTURE dated as of April 18, 2001 among FIBERMARK, INC., a Delaware
corporation (the "COMPANY"), as Issuer, FIBERMARK DURABLE SPECIALTIES, INC.,
FIBERMARK FILTER AND TECHNICAL PRODUCTS, INC., FIBERMARK OFFICE PRODUCTS, LLC
and FIBERMARK DSI INC., as Guarantors, and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Trustee (the "TRUSTEE").

         The Company has duly authorized the creation of an issue of 10 3/4%
Senior Notes due 2011, Series A and 10 3/4% Senior Notes due 2011, Series B, to
be issued in exchange for the 10 3/4% Senior Notes due 2011, Series A pursuant
to the Registration Rights Agreement and, to provide therefor, the Company and
the Guarantors have duly authorized the execution and delivery of this
Indenture. All things necessary to make the Securities, when duly issued and
executed by the Company and authenticated and delivered hereunder, and the
Guarantees the valid and binding obligations of the Company and the Guarantors,
respectively, and to make this Indenture a valid and binding agreement of the
Company and each of the Guarantors, have been done.

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


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.         DEFINITIONS.

         "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or
at the time it merges or consolidates with the Company or any of the Restricted
Subsidiaries or assumed in connection with the acquisition of assets from such
Person and in each case not incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
or such acquisition, merger or consolidation.

         "ADDITIONAL SECURITIES" shall mean up to $100,000,000 aggregate
principal amount of Securities having identical terms and conditions to the
Securities issued pursuant to Article Two and in compliance with Section 4.03.

         "AFFILIATE" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative of the
foregoing.

         "AFFILIATE TRANSACTION" has the meaning set forth in Section 4.12.

         "AGENT" means any Registrar, Paying Agent or Co-Registrar.

         "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 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 any Person (other than a Restricted
Subsidiary) which constitute all or substantially all of the assets of


<PAGE>

                                      -2-

such Person or comprises any division or line of business of such Person or any
other properties or assets of such Person other than in the ordinary course of
business.

         "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
the Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of (a) any Capital
Stock of any Restricted Subsidiary; or (b) any other property or assets of the
Company or any Restricted Subsidiary other than in the ordinary course of
business; PROVIDED, HOWEVER, that Asset Sales shall not include (i) a
transaction or series of related transactions for which the Company or the
Restricted Subsidiaries receive aggregate consideration of less than $1,000,000,
(ii) the sale, lease, conveyance, disposition or other transfer of all or
substantially all of the assets of the Company as permitted under Article V of
this Indenture, (iii) disposals or replacements of obsolete equipment in the
ordinary course of business and (iv) the sale, lease, conveyance, disposition or
other transfer by the Company or any Restricted Subsidiary of assets or property
to the Company or one or more Restricted Subsidiaries.

         "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar Federal,
state or foreign law for the relief of debtors.

         "BOARD OF DIRECTORS" means, as to any Person, the board of directors
(or comparable governing body) of such Person or any duly authorized committee
thereof.

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

         "BUSINESS DAY" means any day other than a Saturday, Sunday or any other
day on which banking institutions in the City of New York or Wilmington,
Delaware, are required or authorized by law or other governmental action to be
closed.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

         "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the obligations
of such Person under a lease that are required to be classified and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any

<PAGE>
                                      -3-


state thereof or the District of Columbia or any U.S. branch of a foreign bank
having at the date of acquisition thereof combined capital and surplus of not
less than $250,000,000; (v) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (iv)
above; and (vi) investments in money market funds which invest substantially all
their assets in securities of the types described in clauses (i) through (v)
above.

         "CHANGE OF CONTROL" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act (a "GROUP"), together with any Affiliates
thereof (whether or not otherwise in compliance with the provisions of this
Indenture); (ii) the approval by the holders of Capital Stock of the Company of
any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the provisions of this Indenture); (iii) any
Person or Group shall become the owner, directly or indirectly, beneficially or
of record, of shares representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of the Company; or
(iv) the replacement of a majority of the Board of Directors of the Company over
a two-year period from the directors who constituted the Board of Directors of
the Company at the beginning of such period, and such replacement shall not have
been approved by a vote of at least a majority of the Board of Directors of the
Company then still in office who either were members of such Board of Directors
at the beginning of such period or whose election as a member of such Board of
Directors was previously so approved.

         "CHANGE OF CONTROL DATE" has the meaning set forth in Section 4.16.

         "CHANGE OF CONTROL OFFER" has the meaning set forth in Section 4.16.

         "CHANGE OF CONTROL PAYMENT DATE" has the meaning set forth in Section
4.16.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

         "COMPANY" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture.

         "CONSOLIDATED EBITDA" means, for any period, the sum (without
duplication) of (i) Consolidated Net Income and (ii) to the extent Consolidated
Net Income has been reduced thereby, (A) all income taxes of the Company and the
Restricted Subsidiaries paid or accrued in accordance with GAAP for such period
(other than income taxes attributable to extraordinary, unusual or nonrecurring
gains or losses or taxes attributable to sales or dispositions outside the
ordinary course of business), (B) Consolidated Interest Expense and (C)
Consolidated Non-cash Charges LESS any non-cash items increasing Consolidated
Net Income for such period, all as determined on a consolidated basis for the
Company and the Restricted Subsidiaries in accordance with GAAP.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means the ratio of
Consolidated EBITDA during the four full fiscal quarters (the "FOUR QUARTER
PERIOD") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio (the "TRANSACTION
DATE") to Consolidated Fixed Charges for the Four Quarter Period. In addition to
and without limitation of the foregoing, for purposes of this

<PAGE>
                                      -4-


definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a PRO FORMA (including any PRO FORMA expense
and cost reductions calculated on a basis consistent with Regulation S-X under
the Securities Act) basis for the period of such calculation to (i) the
incurrence or repayment of any Indebtedness of the Company or any of the
Restricted Subsidiaries (and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period and (ii) any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Company or one of the Restricted Subsidiaries (including any Person who becomes
a Restricted Subsidiary as a result of the Asset Acquisition) incurring,
assuming or otherwise being liable for Acquired Indebtedness and also including
any Consolidated EBITDA attributable to the assets which are the subject of the
Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during
the Four Quarter Period or at any time subsequent to the last day of the Four
Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or
Asset Acquisition (including the incurrence, assumption or liability for any
such Acquired Indebtedness) occurred on the first day of the Four Quarter
Period. If the Company or any of the Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if the
Company or any such Restricted Subsidiary had directly incurred or otherwise
assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated
Fixed Charges" (but not in calculating Consolidated EBITDA) for purposes of
determining the "Consolidated Fixed Charge Coverage Ratio," (1) interest on
outstanding Indebtedness determined on a fluctuating basis as of the Transaction
Date and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; (2) if interest on any
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the Transaction Date will be deemed to have been in effect during the
Four Quarter Period; and (3) notwithstanding clause (1) or (2) above, interest
on Indebtedness determined on a fluctuating basis, to the extent such interest
is covered by agreements relating to Interest Swap Obligations, shall be deemed
to accrue at the rate per annum resulting after giving effect to the operation
of such agreements.

         "CONSOLIDATED FIXED CHARGES" means, with respect to the Company for any
period, the sum, without duplication, of (i) Consolidated Interest Expense, plus
(ii) the product of (x) the amount of all dividend payments on any series of
Preferred Stock of the Company (other than dividends paid in Qualified Capital
Stock) paid, accrued or scheduled to be paid or accrued during such period times
(y) a fraction, the numerator of which is one and the denominator of which is
one minus the then current effective consolidated federal, state and local tax
rate of the Company, expressed as a decimal.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to the Company for
any period, the sum of, without duplication: (i) the aggregate of the interest
expense of the Company and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount, (b) the net costs under
Interest Swap Obligations, (c) all capitalized interest and (d) the interest
portion of any deferred payment obligation; and (ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by the Company and the Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED NET INCOME" means, with respect to the Company, for any
period, the aggregate net income (or loss) of the Company and the Restricted
Subsidiaries for such period on a consolidated basis, determined

<PAGE>

                                      -5-

in accordance with GAAP; PROVIDED that there shall be excluded therefrom (a)
after-tax gains or losses from Asset Sales or abandonments or reserves relating
thereto, (b) after-tax items classified as extraordinary or nonrecurring gains
or losses, (c) for the purposes of calculating the Restricted Payments Basket
only, the net income (or loss) of any Person acquired in a "pooling of
interests" transaction accrued prior to the date it becomes a Restricted
Subsidiary or is merged or consolidated with the Company or any Restricted
Subsidiary, (d) the net income (but not loss) of any Restricted Subsidiary to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted by a contract, operation of
law or otherwise, (e) the net income of any Person, other than a Restricted
Subsidiary, except to the extent of cash dividends or distributions paid to the
Company or to a Restricted Subsidiary by such Person, (f) income or loss
attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued) and (g) for the purposes of calculating the
Restricted Payments Basket only, in the case of a successor to the Company by
consolidation or merger or as a transferee of the Company's assets, any net
income of the successor corporation prior to such consolidation, merger or
transfer of assets.

         "CONSOLIDATED NET WORTH" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person; PROVIDED that the Consolidated Net
Worth of any Person shall exclude the effect of any non-cash charges relating to
the acceleration of stock options or similar securities of such Person or
another Person with which such Person is merged or consolidated.

         "CONSOLIDATED NON-CASH CHARGES" means, with respect to the Company, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of the Company and the Restricted Subsidiaries reducing Consolidated Net Income
of the Company for such period, determined on a consolidated basis in accordance
with GAAP (excluding any such charges constituting an extraordinary item or loss
or any such charge which requires an accrual of or a reserve for cash charges
for any future period).

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee
where it conducts its corporate trust administrative functions which office is
currently located at 1100 North Market Street, Wilmington, Delaware.

         "COVENANT DEFEASANCE" has the meaning set forth in Section 8.01.

         "CREDIT AGREEMENT" means the Third Amended and Restated Financing
Agreement and Guaranty dated as of September 30, 1999 among the Company, the
guarantors party thereto, the lenders party thereto in their capacities as
lenders thereunder and The CIT Group/Business Credit, Inc., as agent, together
with the related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (PROVIDED that such
increase in borrowings is permitted by Section 4.04), or adding Subsidiaries as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary against fluctuations in currency values.

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

<PAGE>

                                      -6-

         "DEFAULT" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

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

         "DESIGNATION" has the meaning set forth in Section 4.20 .

         "DESIGNATION AMOUNT" has the meaning set forth in Section 4.20.

         "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof on or prior to the final maturity date of the Securities.

         "EQUITY OFFERING" means any private or public offering of Qualified
Capital Stock of the Company.

         "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

         "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

         "FINAL MATURITY DATE" means April 15, 2011.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and Pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of the Issue Date.

         "GLOBAL SECURITY" means a security evidencing all or a portion of the
Securities issued to the Depository or its nominee in accordance with Section
2.01 and bearing the legend set forth in EXHIBIT C.

         "GUARANTEE" has the meaning set forth in Section 11.01.

         "GUARANTOR" means (i) each of the Company's domestic Subsidiaries as of
the Issue Date and (ii) each of the Company's Subsidiaries that in the future
executes a supplemental indenture in which such Subsidiary agrees to be bound by
the terms of this Indenture as a Guarantor; PROVIDED that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture.

         "INCUR" has the meaning set forth in Section 4.04.

<PAGE>

                                      -7-

         "INDEBTEDNESS" means with respect to any Person, without duplication,
(i) all Obligations of such Person for borrowed money, (ii) all Obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 160 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all Obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (i) through (v) above and clause (viii)
below, (vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which are secured by any lien on any property or asset
of such Person, the amount of such Obligation being deemed to be the lesser of
the fair market value of such property or asset or the amount of the Obligation
so secured, (viii) all Obligations under currency agreements and interest swap
agreements of such Person and (ix) all Disqualified Capital Stock issued by such
Person with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation
preference and its maximum fixed repurchase price. For purposes hereof, the
`maximum fixed repurchase price" of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such fair
market value shall be determined reasonably and in good faith by the Board of
Directors of the Company.

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

         "INDEPENDENT FINANCIAL ADVISOR" means a firm (a) which does not, and
whose directors, officers and employees or Affiliates do not, have a direct or
indirect material financial interest in the Company and (b) which, in the
judgment of the Board of Directors of the Company, is otherwise independent and
qualified to perform the task for which it is to be engaged.

         "INITIAL PURCHASERS" means UBS Warburg LLC and RBC Dominion Securities
Corp.

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

         "INTEREST PAYMENT DATE" means the stated maturity of an installment of
interest on the Securities.

         "INTEREST SWAP 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 other
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 (including, without limitation, a guarantee)
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 Person. "Investment" shall exclude extensions of trade credit by the
Company and the

<PAGE>

                                      -8-

Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. If the Company or any Restricted Subsidiary sells or otherwise disposes
of any Common Stock of any direct or indirect Restricted Subsidiary such that,
after giving effect to any such sale or disposition, it ceases to be a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

         "ISSUE DATE" means the date of original issuance of the Securities
under this Indenture.

         "LEGAL DEFEASANCE" has the meaning set forth in Section 8.01.

         "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, the proceeds
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 (other than the portion of any such deferred payment constituting
interest) received by the Company or any of the Restricted Subsidiaries from
such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating
to such Asset Sale (including, without limitation, legal, accounting and
investment banking fees and sales commissions), (b) taxes paid or payable after
taking into account any reduction in consolidated tax liability due to available
tax credits or deductions and any tax sharing arrangements, (c) repayment of
Indebtedness that is required to be repaid in connection with such Asset Sale
and (d) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reserve, in accordance with GAAP, 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.

         "NET PROCEEDS OFFER" has the meaning set forth in Section 4.17.

         "NET PROCEEDS OFFER AMOUNT" has the meaning set forth in Section 4.17.

         "NET PROCEEDS OFFER PAYMENT DATE" has the meaning set forth in Section
4.17.

         "NET PROCEEDS OFFER TRIGGER DATE" has the meaning set forth in Section
4.17.

         "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

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

         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of
the Company.

         "OPINION OF COUNSEL" means a written opinion from legal counsel which
opinion is reasonably acceptable to the Trustee and which counsel may be counsel
to or employee of the Company or counsel to the Trustee.

<PAGE>

                                      -9-

         "PARI PASSU INDEBTEDNESS" means any Indebtedness of the Company or any
Guarantor that ranks PARI PASSU as to payment with the Notes or the Guarantees,
as applicable (other than the Company's 9-3/8% Senior Notes due 2006).

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

         "PAYING AGENT" has the meaning set forth in Section 2.03.

         "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

                   (i) Indebtedness under the Securities, this Indenture and the
         Guarantees;

                   (ii) Indebtedness incurred pursuant to the Credit Agreement
         in an aggregate principal amount at any time outstanding not to exceed
         the greater of (x) $70.0 million and (y) the sum of (A) 80% of the net
         book value of the accounts receivable of the Company and the Restricted
         Subsidiaries and (B) 60% of the net book value of the inventory of the
         Company and the Restricted Subsidiaries;

                   (iii) other Indebtedness (including Capitalized Lease
         Obligations) of the Company and the Restricted Subsidiaries outstanding
         on the Issue Date (other than Indebtedness under the Credit Agreement);

                   (iv) Interest Swap Obligations of the Company or a Guarantor
         covering Indebtedness of the Company or any of the Restricted
         Subsidiaries and Interest Swap Obligations of any Restricted Subsidiary
         covering Indebtedness of such Restricted Subsidiary; PROVIDED, HOWEVER,
         that such Interest Swap Obligations are entered into to protect the
         Company and the Restricted Subsidiaries from fluctuations in interest
         rates on Indebtedness incurred in accordance with this Indenture and
         the notional principal amount of such Interest Swap Obligation does not
         exceed the principal amount of the Indebtedness to which such Interest
         Swap Obligation relates;

                   (v) Indebtedness under Currency Agreements; PROVIDED that in
         the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements do not increase the Indebtedness of the Company and
         the Restricted Subsidiaries outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                   (vi) Indebtedness of a Restricted Subsidiary to the Company
         or to a Restricted Subsidiary for so long as such Indebtedness is held
         by the Company or a Restricted Subsidiary, in each case subject to no
         Lien held by a Person other than the Company or a Restricted
         Subsidiary; PROVIDED that if as of any date any Person other than the
         Company or a Restricted Subsidiary owns or holds any such Indebtedness
         or holds a Lien in respect of such Indebtedness, such date shall be
         deemed the incurrence of Indebtedness not constituting Permitted
         Indebtedness by the issuer of such Indebtedness;

                   (vii) Indebtedness of the Company to a Restricted Subsidiary
         for so long as such Indebtedness is held by a Restricted Subsidiary, in
         each case subject to no Lien; PROVIDED that (a) any Indebtedness of the
         Company to any Restricted Subsidiary that is not a Guarantor is
         unsecured and subordinated, pursuant to a written agreement, to the
         Company's obligations under this Indenture and the Securities and (b)
         if as of any date any Person other than a Restricted Subsidiary owns or
         holds any such Indebtedness or any Person holds a Lien in respect of
         such Indebtedness, such date shall be deemed the incurrence of
         Indebtedness not constituting Permitted Indebtedness by the Company;

<PAGE>
                                      -10-


                   (viii) Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; PROVIDED,
         HOWEVER, that such Indebtedness is extinguished within two business
         days of incurrence;

                   (ix) Indebtedness of the Company or any of the Restricted
         Subsidiaries represented by letters of credit for the account of the
         Company or such Restricted Subsidiary, as the case may be, in order to
         provide security for workers' compensation claims, payment obligations
         in connection with self-insurance or similar requirements in the
         ordinary course of business;

                   (x) Refinancing Indebtedness; and

                   (xi) additional Indebtedness of the Company and the
         Restricted Subsidiaries in an aggregate principal amount not to exceed
         $15,000,000 at any one time outstanding (which Indebtedness may, but
         need not be, incurred under the Credit Agreement).

         "PERMITTED INVESTMENTS" means (i) Investments by the Company or any
Restricted Subsidiary in any Person that is or will become immediately after
such Investment a Restricted Subsidiary or that will merge or consolidate into
the Company or a Restricted Subsidiary, (ii) Investments in the Company by any
Restricted Subsidiary; PROVIDED that any Indebtedness evidencing such Investment
by any Restricted Subsidiary other than a Guarantor is unsecured and
subordinated, pursuant to a written agreement, to the Company's obligations
under the Securities and this Indenture; (iii) investments in cash and Cash
Equivalents; (iv) loans and advances to employees and officers of the Company
and the Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes not in excess of $2,000,000 at any one time outstanding; (v)
Currency Agreements and Interest Swap Obligations entered into in the ordinary
course of the Company's or a Restricted Subsidiary's businesses and otherwise in
compliance with this Indenture; (vi) Investments in Unrestricted Subsidiaries
not to exceed $3,000,000 at any one time outstanding; (vii) Investments in
securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers; and (viii) Investments made by the Company or the
Restricted Subsidiaries as a result of consideration received in connection with
an Asset Sale made in compliance with Section 4.17.

         "PERMITTED LIENS" means the following types of Liens:

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

                   (ii) 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 yet 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;

                   (iii) Liens incurred or deposits made in the ordinary course
         of business in connection with workers' compensation, unemployment
         insurance and other types of social security, including any Lien
         securing letters of credit issued in the ordinary course of business
         consistent with past practice in connection therewith, 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);

<PAGE>
                                      -11-


                   (iv) judgment Liens not giving rise to an Event of Default;

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

                   (vi) any interest or title of a lessor under any Capitalized
         Lease Obligation; PROVIDED that such Liens do not extend to any
         property or assets which is not leased property subject to such
         Capitalized Lease Obligation;

                   (vii) purchase money Liens to finance property or assets of
         the Company or any Restricted Subsidiary acquired after the Issue Date;
         PROVIDED, HOWEVER, that (A) the related purchase money Indebtedness
         shall not exceed the cost of such property or assets and 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 (B) the
         Lien securing such Indebtedness shall be created within 90 days of such
         acquisition;

                   (viii) 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;

                   (ix) 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;

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

                   (xi) Liens securing Interest Swap Obligations which Interest
         Swap Obligations relate to Indebtedness that is otherwise permitted
         under this Indenture;

                   (xii) Liens securing Indebtedness under Currency Agreements;
         and

                   (xiii) Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.04; PROVIDED that (A) such Liens secured such
         Acquired Indebtedness at the time of and prior to the incurrence of
         such Acquired Indebtedness by the Company or a Restricted Subsidiary
         and were not granted in connection with, or in anticipation of, the
         incurrence of such Acquired Indebtedness by the Company or a Restricted
         Subsidiary and (B) such Liens do not extend to or cover any property or
         assets of the Company or of any of the Restricted Subsidiaries other
         than the property or assets that secured the Acquired Indebtedness
         prior to the time such Indebtedness became Acquired Indebtedness of the
         Company or a Restricted Subsidiary and are no more favorable to the
         lienholders than those securing the Acquired Indebtedness prior to the
         incurrence of such Acquired Indebtedness by the Company or a Restricted
         Subsidiary.

         "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

         "PHYSICAL SECURITIES" has the meaning set forth in Section 2.01.

<PAGE>
                                      -12-


         "PREFERRED STOCK" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

         "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on the
Securities in the form set forth on Exhibit A.

         "PRO FORMA" means, with respect to any calculation made or required to
be made pursuant to the terms of this Indenture, a calculation in accordance
with Article 11 of Regulation S-X under the Securities Act as interpreted by the
Company's Board of Directors in consultation with its independent certified
public accountants.

         "PURCHASE AGREEMENT" means the purchase agreement dated as of April 10,
2001 by and among the Company, the Guarantors and the Initial Purchasers.

         "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

         "QUALIFIED INSTITUTIONAL BUYER" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

         "RECORD DATE" means the applicable Record Date specified in the
Securities; PROVIDED that if any such date is not a Business Day, the Record
Date shall be the first day immediately preceding such specified day that is a
Business Day.

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Securities.

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.

         "REFERENCE DATE" has the meaning set forth in Section 4.03.

         "REFINANCE" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "REFINANCED" and "REFINANCING"
shall have correlative meanings.

         "REFINANCING INDEBTEDNESS" means any Refinancing by the Company or any
Restricted Subsidiary of Indebtedness incurred in accordance with Section 4.04
(other than pursuant to clause (ii), (iv), (v), (vi), (vii), (viii), (ix) or
(xi) of the definition of Permitted Indebtedness), in each case that does not
(1) result in an increase in the aggregate principal amount of Indebtedness of
such Person as of the date of such proposed Refinancing (plus the amount of any
premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred by the Company
or any Restricted Subsidiary in connection with such Refinancing) or (2) create
Indebtedness with (A) a Weighted Average Life to maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a
final maturity earlier than the final maturity of the Indebtedness being
Refinanced; PROVIDED that (x) if such Indebtedness being Refinanced is
Indebtedness of the Company or a Guarantor, then such Refinancing Indebtedness
shall be Indebtedness solely of the Company and/or a Guarantor and (y) if such
Indebtedness being Refinanced is subordinate or junior to the Securities, then
such Refinancing Indebtedness shall be subordinate to the Securities at least to
the same extent and in the same manner as the Indebtedness being Refinanced.

<PAGE>
                                      -13-


         "REGISTERED EXCHANGE OFFER" means the offer to exchange the Series B
Securities for all of the outstanding Series A Securities in accordance with the
Registration Rights Agreement.

         "REGISTRAR" has the meaning set forth in Section 2.03.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of the Issue Date among the Company, the Guarantors and the Initial
Purchasers.

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

         "REPLACEMENT ASSETS" has the meaning set forth in Section 4.17.

         "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer in the Corporate Trust Office of the Trustee including any vice
president, assistant vice president, assistant secretary, treasurer, assistant
treasurer, or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

         "RESTRICTED PAYMENT" has the meaning set forth in Section 4.03.

         "RESTRICTED PAYMENTS BASKET" has the meaning set forth in Section 4.03.

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

         "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a Board
Resolution delivered to the Trustee, as an Unrestricted Subsidiary pursuant to
and in compliance with Section 4.20. Any such Designation may be revoked by a
Board Resolution of the Company delivered to the Trustee, subject to the
provisions of Section 4.20.

         "REVOCATION" has the meaning set forth in Section 4.20.

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

         "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

         "SECURITIES" means the Series A Securities and the Series B Securities
treated as a single class of securities, as amended or supplemented from time to
time in accordance with the terms of this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

         "SECURITYHOLDER" or "HOLDER" means the Person in whose name a Security
is registered on the Registrar's books.

<PAGE>
                                      -14-


         "SERIES A SECURITIES" means the 10 3/4% Senior Notes due 2011, Series
A, of the Company issued pursuant to this Indenture and sold pursuant to the
Purchase Agreement.

         "SERIES B SECURITIES" means the 10 3/4% Senior Notes due 2011, Series
B, of the Company to be issued in exchange for the Series A Securities pursuant
to the Registered Exchange Offer and the Registration Rights Agreement.

         "SIGNIFICANT SUBSIDIARY" shall have the meaning set forth in Rule 1.02
of Regulation S-X under the Securities Act.

         "SUBSIDIARY," with respect to any Person, means (a) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (b) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

         "SURVIVING ENTITY" has the meaning set forth in Section 5.01.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sections
77aaa-77bbbb), as amended, as in effect on the date of the execution of this
Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, except as otherwise provided in Section 9.03.

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

         "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in
Section 8.01.

         "U.S. LEGAL TENDER" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company
designated as such pursuant to and in compliance with Section 4.20. Any such
designation may be revoked by a Board Resolution of the Company delivered to the
Trustee, subject to the provisions of Section 4.20.

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

         "WHOLLY OWNED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of
which all the outstanding voting securities (other than in the case of a foreign
Restricted Subsidiary, directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by the Company or another Wholly Owned Restricted Subsidiary.

<PAGE>
                                      -15-


SECTION 1.02.         INCORPORATION BY REFERENCE OF TIA.

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

         "indenture securities" means the Securities.

         "indenture security holder" means a Holder or a Securityholder.

         "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.03.         RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

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

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


                                   ARTICLE TWO

                                 THE SECURITIES


SECTION 2.01.         FORM AND DATING.

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

<PAGE>
                                      -16-


hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements (including
notations relating to the Guarantees) required by law, stock exchange rule or
usage. The Company and the Trustee shall approve the form of the Securities and
any notation, legend or endorsement (including notations relating to the
Guarantees) on them. Each Security shall be dated the date of its issuance and
shall show the date of its authentication.

         Securities initially offered and sold by the Initial Purchasers (i) to
Qualified Institutional Buyers in reliance on Rule 144A or (ii) in offshore
transactions in reliance on Regulation S shall, unless the applicable Holder
requests Securities in the form of Certificated Securities in registered form
("PHYSICAL SECURITIES," which shall be in substantially the form set forth in
EXHIBIT A), be issued initially in the form of one or more permanent Global
Securities in registered form, substantially in the form set forth in EXHIBIT A,
deposited with the Trustee, as custodian for the Depository, and shall bear the
legend set forth on EXHIBIT C. One or more separate Global Securities shall be
issued to represent Securities held by (i) Qualified Institutional Buyers (a
"QIB GLOBAL SECURITY"), (ii) Accredited Investors (an "ACCREDITED INVESTOR
GLOBAL SECURITY") and (iii) Persons acquiring Securities in offshore
transactions in reliance on Regulation S (a "REGULATION S GLOBAL SECURITY"). The
Company shall cause the QIB Global Securities, Accredited Investor Global
Securities and Regulation S Global Securities to have separate CUSIP numbers.
The aggregate principal amount of any Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

SECTION 2.02.         EXECUTION AND AUTHENTICATION.

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

         If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless. Each
Guarantor shall execute a Guarantee in the manner set forth in Section 11.07.

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

         The Trustee shall authenticate (i) Series A Securities for original
issue in the aggregate principal amount not to exceed $230,000,000, (ii) Series
B Securities from time to time only in exchange for a like principal amount of
Series A Securities, and (iii) subject to Section 4.04, Additional Securities in
the aggregate principal amount not to exceed $100,000,000, upon a written order
of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of Securities to be authenticated and the
date on which the Securities are to be authenticated. The aggregate principal
amount of Securities outstanding at any time may not exceed $330,000,000, except
as provided in Section 2.07. Upon receipt of a written order of the Company in
the form of an Officers' Certificate, the Trustee shall authenticate Securities
in substitution for Securities originally issued to reflect any name change of
the Company. Any Additional Securities shall be part of the same issue as the
Securities being issued on the date hereof and will vote on all matters as one
class with the Securities being issued on the date hereof, including, without
limitation, waivers, amendments, redemptions and offers to purchase. For the
purposes of this Indenture, except for Section 4.04, references to the
Securities include Additional Securities, if any.

<PAGE>
                                      -17-


         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

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

SECTION 2.03.         REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where (a) securities may be presented or
surrendered for registration of transfer or for exchange ("REGISTRAR"), (b)
Securities may be presented or surrendered for payment ("PAYING AGENT") and (c)
notices and demands in respect of the Securities and this Indenture may be
served. The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company, upon notice to the Trustee, may have one or
more Co-Registrars and one or more additional Paying Agents reasonably
acceptable to the Trustee. The term "Paying Agent" includes any additional
Paying Agent. The Company initially appoints the Trustee as Registrar and Paying
Agent until such time as the Trustee has resigned or a successor has been
appointed. The Company may change any Paying Agent and Registrar without notice
to the Holders. Neither the Company nor any Affiliate of the Company may act as
Paying Agent.

SECTION 2.04.         PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, or interest on, the Securities, and shall notify the Trustee of
any Default by the Company in making any such payment. The Company at any time
may require a Paying Agent to distribute all assets held by it to the Trustee
and account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all
assets that shall have been delivered by the Company to the Paying Agent, the
Paying Agent shall have no further liability for such assets.

SECTION 2.05.         SECURITYHOLDER LISTS.

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

SECTION 2.06.         TRANSFER AND EXCHANGE.

         Subject to the provisions of Sections 2.15 and 2.16, when Securities
are presented to the Registrar or a Co-Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of other authorized denominations of the same
series, the Registrar or Co-Registrar shall register the transfer or make the
exchange as requested if its requirements for such transaction are met;
PROVIDED, HOWEVER, that the Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied

<PAGE>
                                      -18-


by a written instrument of transfer in form satisfactory to the Company and the
Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing. To permit registrations of transfers and exchanges,
the Company shall execute and, upon receipt of an Officers' Certificate, the
Trustee shall authenticate Securities at the Registrar's or Co-Registrar's
written request. No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or other governmental charge
payable upon exchanges or transfers pursuant to Section 2.02, 2.10, 3.06, 4.16,
4.17 or 9.05). The Registrar or Co-Registrar shall not be required to register
the transfer of or exchange of any Security (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Securities and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article Three,
except the unredeemed portion of any Security being redeemed in part.

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

SECTION 2.07.         REPLACEMENT SECURITIES.

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

         Every replacement Security is an additional obligation of the Company.

SECTION 2.08.         OUTSTANDING SECURITIES.

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

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

         If on a Redemption Date or the Final Maturity Date the Paying Agent
holds U.S. Legal Tender sufficient to pay all of the principal and interest due
on the Securities payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

<PAGE>
                                      -19-


SECTION 2.09.         TREASURY SECURITIES.

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

         The Trustee may require an Officers' Certificate listing Securities
owned by the Company, the Guarantors or their respective Affiliates.

SECTION 2.10.         TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon receipt of
a written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Securities to be
authenticated and the date on which the temporary Securities are to be
authenticated. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate upon receipt of a written order
of the Company pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.         CANCELLATION.

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

SECTION 2.12.         DEFAULTED INTEREST.

         If the Company defaults in a payment of principal or interest on the
Securities, it shall pay interest on overdue principal and, to the extent
permitted by law, on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the rate of 2% PER
ANNUM in excess of the rate shown on the Security.

SECTION 2.13.         CUSIP NUMBER.

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

<PAGE>
                                      -20-


SECTION 2.14.         DEPOSIT OF MONEYS.

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

SECTION 2.15.         BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

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

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

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

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

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

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

<PAGE>
                                      -21-


SECTION 2.16.         REGISTRATION OF TRANSFERS AND EXCHANGES.

         (a) TRANSFER AND EXCHANGE OF PHYSICAL SECURITIES. When Physical
Securities are presented to the Registrar or Co-Registrar with a request:

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

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

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

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

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

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

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

                  (C)   if such Physical Security is being transferred to an
                        Institutional Accredited Investor, delivery of a
                        certification to that effect (substantially in the form
                        of EXHIBIT D hereto), a Transferee Certificate for
                        Institutional Accredited Investors substantially in the
                        form of EXHIBIT E hereto and an Opinion of Counsel
                        reasonably satisfactory to the Company to the effect
                        that such transfer is in compliance with the Securities
                        Act; or

                  (D)   if such Physical Security is being transferred in
                        reliance on Regulation S, delivery of a certification to
                        that effect (substantially in the form of EXHIBIT D
                        hereto), a Transferee Certificate for Regulation S
                        Transfers substantially in the form of EXHIBIT F hereto
                        and an Opinion of Counsel reasonably satisfactory to the
                        Company to the effect that such transfer is in
                        compliance with the Securities Act; or

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

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

<PAGE>
                                      -22-


                        in the form of EXHIBIT D hereto) and an Opinion of
                        Counsel reasonably acceptable to the Company to the
                        effect that such transfer is in compliance with the
                        Securities Act.

         (b) RESTRICTIONS ON TRANSFER OF A PHYSICAL SECURITY FOR A BENEFICIAL
INTEREST IN A GLOBAL Security. A Physical Security may not be exchanged for a
beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or Co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or Co-Registrar, together with:

                  (A)   certification, substantially in the form of EXHIBIT D
                        hereto, that such Physical Security is being transferred
                        (I) to a Qualified Institutional Buyer, (II) to an
                        Institutional Accredited Investor or (III) in an
                        offshore transaction in reliance on Regulation S,
                        together with such other certificates and opinions as
                        would be required by clauses (C) and (D) of Section
                        2.16(a)(II); and

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

then the Registrar or Co-Registrar shall cancel such Physical Security and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
Co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. If no Global Security representing
Securities held by Qualified Institutional Buyers, Institutional Accredited
Investors or Persons acquiring Securities in offshore transactions in reliance
on Regulation S, as the case may be, is then outstanding, the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate such a Global Security in the
appropriate principal amount.

         (c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES. The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
thought the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor. Upon receipt by the Registrar or Co-Registrar of written instructions,
or such other instruction as is customary for the Depository, from the
Depository or its nominee, requesting the registration of transfer of an
interest in a QIB Global Security, an Institutional Accredited Investor Global
Security or Regulation S Global Security, as the case may be, to another type of
Global Security, together with the applicable Global Securities (or, if the
applicable type of Global Security required to represent the interest as
requested to be transferred is not then outstanding, only the Global Security
representing the interest being transferred), the Registrar or Co-Registrar
shall cancel such Global Securities (or Global Security) and the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate new Global Securities of the types so
canceled (or the type so canceled and applicable type required to represent the
interest as requested to be transferred) reflecting the applicable increase and
decrease of the principal amount of Securities represented by such types of
Global Securities, giving effect to such transfer. If the applicable type of
Global Security required to represent the interest as requested to be
transferred is not outstanding at the time of such request, the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate a new Global Security of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.

<PAGE>
                                      -23-


         (d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL SECURITY FOR A
PHYSICAL SECURITY.

                  (i) Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Physical Security. Upon receipt by the Registrar or Co-Registrar of
         written instructions, or such other form of instructions as is
         customary for the Depository, from the Depository or its nominee on
         behalf of any Person having a beneficial interest in a Global Security
         and upon receipt by the Trustee of a written order or such other form
         of instructions as is customary for the Depository or the Person
         designated by the Depository as having such a beneficial interest
         containing registration instructions and, in the case of any such
         transfer or exchange of a beneficial interest in Securities the offer
         and sale of which have not been registered under the Securities Act,
         the following additional information and documents:

                  (A)   if such beneficial interest is being transferred to the
                        Person designated by the Depository as being the
                        beneficial owner, a certification from such Person to
                        that effect (substantially in the form of EXHIBIT D
                        hereto); or

                  (B)   if such beneficial interest is being transferred to a
                        Qualified Institutional Buyer in accordance with Rule
                        144A, a certification to that effect (substantially in
                        the form of EXHIBIT D hereto); or

                  (C)   if such beneficial interest is being transferred to an
                        Institutional Accredited Investor, delivery of a
                        certification to that effect (substantially in the form
                        of EXHIBIT D hereto), a Certificate for Institutional
                        Accredited Investors substantially in the form of
                        EXHIBIT E hereto and an Opinion of Counsel reasonably
                        satisfactory to the Company to the effect that such
                        transfer is in compliance with the Securities Act; or

                  (D)   if such beneficial interest is being transferred in
                        reliance on Regulation S, delivery of a certification to
                        that effect (substantially in the form of EXHIBIT D
                        hereto), a Transferee Certificate for Regulation S
                        Transfers Substantially in the form of Exhibit F hereto
                        and an Opinion of Counsel reasonably satisfactory to the
                        Company to the effect that such transfer is in
                        compliance with the Securities Act; or

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

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

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

<PAGE>
                                      -24-


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

         (e) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture, a Global Security may
not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

         (f) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or Co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Registrar or Co-Registrar shall
deliver only Securities that bear the Private Placement Legend unless, and the
Trustee is hereby authorized to deliver Securities without the Private Placement
Legend if, (i) there is delivered to the Trustee an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act or (ii)
such Security has been sold pursuant to an effective registration statement
under the Securities Act.

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

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

SECTION 2.17.         DESIGNATION.

         The Indebtedness evidenced by the Securities and the Guarantees is
hereby irrevocably designated as "senior indebtedness" or such other term
denoting seniority for the purposes of any future Indebtedness of the Company or
a Guarantor which the Company or a Guarantor makes subordinate to any senior
indebtedness or such other term denoting seniority.


                                  ARTICLE THREE

                                   REDEMPTION


SECTION 3.01.         NOTICES TO TRUSTEE.

         If the Company elects to redeem Securities pursuant to Paragraph 5 or
Paragraph 6 of the Securities, it shall notify the Paying Agent and the Trustee
in writing of the Redemption Date, the Redemption Price, the amount, if any, of
accrued and unpaid interest on such Securities as of the Redemption Date and the
principal amount of Securities to be redeemed. The Company shall give notice of
redemption to the Paying Agent and

<PAGE>
                                      -25-


Trustee at least 30 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be agreed to by the Trustee in writing), together
with an Officers' Certificate stating that such redemption will comply with the
conditions contained herein.

SECTION 3.02.         SELECTION OF SECURITIES TO BE REDEEMED.

         In the event that less than all of the Securities are to be redeemed at
any time, selection of such Securities for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are
not then listed on a national securities exchange, on a PRO RATA basis, by lot
or by such method as the Trustee shall deem fair and appropriate; PROVIDED,
HOWEVER, that no Securities of a principal amount of $1,000 or less shall be
redeemed in part; and PROVIDED, FURTHER, that if a partial redemption is made
with the proceeds of an Equity Offering, selection of the Securities or portions
thereof for redemption shall be made by the Trustee only on a PRO RATA basis or
on as nearly a PRO RATA basis as is practicable (subject to the procedures of
the Depository), unless such method is otherwise prohibited.

         The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities in denominations of $1,000 or less may be redeemed only in
whole. The Trustee may select for redemption portions (equal to $1,000 or any
integral multiple thereof) of the principal of Securities that have
denominations larger than $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

SECTION 3.03.         NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed at its registered
address. At the Company's request made at least 45 days before the Redemption
Date, the Trustee shall give the notice of redemption in the Company's name and
at the Company's expense. Each notice for redemption shall identify the
Securities to be redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price and the amount of accrued interest,
         if any, to be paid;

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

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price plus accrued
         interest, if any;

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

                  (6) if any Security is being redeemed in part, the portion of
         the principal amount of such Security to be redeemed and that, after
         the Redemption Date, and upon surrender of such Security, a

<PAGE>
                                      -26-


         new Security or Securities in aggregate principal amount equal to the
         unredeemed portion thereof will be issued;

                  (7) if fewer than all the Securities are to be redeemed, the
         identification of the particular Securities (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Securities to be
         redeemed and the aggregate principal amount of Securities to be
         outstanding after such partial redemption;

                  (8) the Paragraph of the Securities pursuant to which the
         Securities are to be redeemed; and

                  (9) procedures a Holder must follow to surrender Securities to
         be redeemed.


SECTION 3.04.         EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.03,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price (which shall include accrued interest thereon to the
Redemption Date), but installments of interest, the maturity of which is on or
prior to the Redemption Date, shall be payable to Holders of record at the close
of business on the relevant Record Dates.

SECTION 3.05.         DEPOSIT OF REDEMPTION PRICE.

         On or before 10:00 a.m. New York Time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Securities to be
redeemed on that date.

         If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment.

SECTION 3.06.         SECURITIES REDEEMED IN PART.

         Upon surrender of a Security that is to be redeemed in part only, the
Trustee shall upon written instruction from the Company authenticate for the
Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.

<PAGE>
                                      -27-


                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01.         PAYMENT OF SECURITIES.

         The Company will pay the principal of and interest on the Securities in
the manner provided in the Securities. An installment of principal of or
interest on the Securities shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date U.S. Legal Tender designated for and
sufficient to pay the installment.

         The Company will pay, to the extent such payments are lawful, interest
on overdue principal and it shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the rate borne by the Securities plus 2% per annum. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 4.02.         MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the Borough of Manhattan, The City of New
York, the office or agency required under Section 2.03. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 12.02.
The Company hereby initially designates the office of Harris Trust Company of
New York, 77 Water Street, 4th Floor, New York, New York 10005, as its office or
agency in the Borough of Manhattan, The City of New York.

SECTION 4.03.         LIMITATION ON RESTRICTED PAYMENTS.

         The Company will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of the Company) on or in respect of shares of the
Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock, or (c) make any Investment (other than Permitted Investments)
(each of the foregoing actions set forth in clauses (a), (b) and (c) being
referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted
Payment or immediately after giving effect thereto, (i) a Default or an Event of
Default shall have occurred and be continuing or (ii) the Company is not able to
incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.04 or (iii) the aggregate amount of
Restricted Payments (including such proposed Restricted Payment) made subsequent
to the Issue Date (the amount expended for such purposes, if other than in cash,
being the fair market value of such property as determined reasonably and in
good faith by the Board of Directors of the Company) shall exceed the sum (the
"RESTRICTED PAYMENTS BASKET") of: (v) $20.0 million; plus (w) 50% of the
cumulative Consolidated Net Income (or if cumulative Consolidated Net Income
shall be a loss, minus 100% of such loss) of the Company earned subsequent to
the Issue Date and on or prior to the date the Restricted Payment occurs (the
"REFERENCE DATE") (treating such period as a single accounting period); plus (x)
100% of the aggregate net cash proceeds received by the Company from any Person
(other than a Subsidiary of the Company) from the issuance and sale subsequent
to the Issue Date and on or prior to the Reference Date of Qualified Capital
Stock of the Company (excluding any net cash proceeds from an Equity Offering to
the extent used to redeem the Securities); plus (y) without duplication of any
amounts included in clause (iii)(x) above,

<PAGE>
                                      -28-


100% of the aggregate net cash proceeds of any equity contribution received by
the Company from a holder of the Company's Capital Stock (excluding any net cash
proceeds from an Equity Offering to the extent used to redeem the Securities);
plus (z) an amount equal to the consolidated net Investments on the date of
Revocation made by the Company or any of the Restricted Subsidiaries in any
Subsidiary of the Company that has been designated an Unrestricted Subsidiary
after the Issue Date upon its redesignation as a Restricted Subsidiary in
accordance with Section 4.20.

         Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (1) the payment of any dividend
or redemption payment within 60 days after the date of declaration of such
dividend or redemption payment if the dividend or redemption payment, as the
case may be, would have been permitted on the date of declaration; (2) if no
Default or Event of Default shall have occurred and be continuing, the
acquisition of any shares of Capital Stock of the Company, either (i) solely in
exchange for shares of Qualified Capital Stock of the Company or (ii) through
the application of net proceeds of a substantially concurrent sale for cash
(other than to a Subsidiary of the Company) of shares of Qualified Capital Stock
of the company; (3) so long as no Default or Event of Default shall have
occurred and be continuing, repurchases by the Company of Common Stock of the
Company or options to purchase Common Stock of the Company, stock appreciation
rights or any similar equity interest in the Company from directors and
employees of the Company or any of its Subsidiaries or their authorized
representatives upon the death, disability or termination of employment of such
employees, in an aggregate amount not to exceed $750,000 in any calendar year
and (4) if no Default or Event of Default shall have occurred and be continuing,
the making of other Restricted Payments not to exceed $5.0 million in the
aggregate. In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the immediately
preceding paragraph, amounts expended pursuant to clauses (1), (2), (3) and (4)
of this paragraph shall be included in such calculation.

         Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

SECTION 4.04.         LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

         (a) The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "INCUR") any Indebtedness
(other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary may incur Acquired Indebtedness, in
each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 2.00 to 1.00.

         (b) Indebtedness of a Person existing at the time such Person becomes a
Restricted Subsidiary or which is secured by a Lien on an asset acquired by the
Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed
by the Acquiring Person) shall be deemed incurred at the time the Person becomes
a Restricted Subsidiary or at the time of the Asset Acquisition, as the case may
be.

         (c) The Company will not, and will not permit any Guarantor to, incur
any Indebtedness (other than Acquired Indebtedness which is subordinated in
right of payment to other Acquired Indebtedness which is incurred in connection
with the same Asset Acquisition as such subordinated Acquired Indebtedness)
which by

<PAGE>
                                      -29-

its terms (or by the terms of any agreement governing such Indebtedness) is
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate in
right of payment to the Securities or the Guarantee of such Guarantor, as the
case may be, pursuant to subordination provisions that are substantively
identical to the subordination provisions of such Indebtedness (or such
agreement) that are most favorable to the holders of any other Indebtedness of
the Company or such Guarantor, as the case may be.

SECTION 4.05.         CORPORATE EXISTENCE.

         Except as otherwise permitted by Article Five, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each of the Restricted Subsidiaries in accordance with the respective
organizational documents of each Restricted Subsidiary and the rights (charter
and statutory) and material franchises of the Company and each of the Restricted
Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right or franchise, or the corporate existence of any
Restricted Subsidiary, if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and each of the Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not, and will not be, adverse in any
material respect to the Holders.

SECTION 4.06.         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 material taxes, assessments and
governmental charges levied or imposed upon it or any of the Restricted
Subsidiaries or upon the income, profits or property of it or any of the
Restricted Subsidiaries and (b) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability or Lien upon the property of it or any of the Restricted Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which appropriate provision has been made.

SECTION 4.07.         MAINTENANCE OF PROPERTIES AND INSURANCE.

         (a) The Company shall cause all material properties owned by or leased
by it or any of the Restricted Subsidiaries used or useful to the conduct of its
business or the business of any of the Restricted Subsidiaries to be improved or
maintained and kept in normal condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section 4.07 shall prevent the Company or any of
the Restricted Subsidiaries from discontinuing the use, operation or maintenance
of any of such properties, or disposing of any of them, if such discontinuance
or disposal is, in the judgment of the Board of Directors of the Company or any
Restricted Subsidiary concerned, or of an officer (or other agent employed by
the Company or of any of the Restricted Subsidiaries) of the Company or any of
the Restricted Subsidiaries having managerial responsibility for any such
property, desirable in the conduct of the business of the Company or any
Restricted Subsidiary, and if such discontinuance or disposal is not adverse in
any material respect to the Holders.

         (b) The Company shall maintain, and shall cause the Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured

<PAGE>
                                      -30-


amounts and co-insurance provisions, as are customarily carried by similar
businesses of similar size, including property and casualty loss, workers'
compensation and interruption of business insurance.

SECTION 4.08.         COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

         (a) The Company shall deliver to the Trustee, within 100 days after the
close of each fiscal year an Officers' Certificate stating that a review of the
activities of the Company has been made under the supervision of the signing
officers with a view to determining whether it has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Company during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such covenant and no Default or Event of Default
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe its status with particularity. The Officers' Certificate shall also
notify the Trustee should the Company elect to change the manner in which it
fixes its fiscal year end.

         (b) The annual financial statements delivered pursuant to Section 4.10
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article Four, Five or Six of this Indenture insofar as they relate
to accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

         (c) The Company shall deliver to the Trustee, forthwith upon becoming
aware of any Default or Event of Default in the performance of any covenant,
agreement or condition contained in this Indenture, an Officers' Certificate
specifying the Default or Event of Default and describing its status with
particularity.

SECTION 4.09.         COMPLIANCE WITH LAWS.

         The Company will comply, and will cause each of the Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States, all states and municipalities thereof,
and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as would not in the aggregate have a material
adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries taken as a whole.

SECTION 4.10.         COMMISSION REPORTS.

         (a) The Company will file with the Commission all information,
documents and reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act, whether or not the Company is subject
to such filing requirements so long as the Commission will accept such filings.
The Company will file with the Trustee within 15 days after it files them with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company files with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Upon
qualification of this Indenture under the TIA, the Company shall also comply
with the provisions of TIA section 314(a).

<PAGE>
                                      -31-


         (b) Regardless of whether the Company is required to furnish such
reports to its stockholders pursuant to the Exchange Act, the Company shall
cause its consolidated financial statements, comparable to that which would have
been required to appear in annual or quarterly reports, to be delivered to the
Trustee and the Holders. The Company will also make such reports available to
prospective purchasers of the Securities, securities analysts and broker-dealers
upon their request.

         (c) For so long as any of the Securities remain outstanding, the
Company will make available to any prospective purchaser of the Securities or
beneficial owner of the Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act during any
period when the Company is not subject to Section 13 or 15(d) under the Exchange
Act.

SECTION 4.11.         WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture, and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it 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.

SECTION 4.12.         LIMITATION ON TRANSACTIONS WITH AFFILIATES.

         (a) The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "AFFILIATE
TRANSACTION"), other than (x) Affiliate Transactions permitted under paragraph
(b) below and (y) Affiliate Transactions on terms that are no less favorable
than those that might reasonably have been obtained in a comparable transaction
at such time on an arm's-length basis from a Person that is not an Affiliate of
the Company or such Restricted Subsidiary. All Affiliate Transactions (and each
series of related Affiliate Transactions which are similar or part of a common
plan) involving aggregate payments or other property with a fair market value in
excess of $1,000,000 shall be approved by the Board of Directors of the Company
or such Restricted Subsidiary, as the case may be, such approval to be evidenced
by a Board Resolution stating that such Board of Directors has determined that
such transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary enters into an Affiliate Transaction (or a series of
related Affiliate Transactions related to a common plan) that involves an
aggregate fair market value of more than $5,000,000, the Company or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain an opinion stating that such transaction or series of related
transactions are fair to the Company or the relevant Restricted Subsidiary, as
the case may be, from a financial point of view, from an Independent Financial
Advisor and file the same with the Trustee.

         (b) The restrictions set forth in clause (a) shall not apply to (i)
reasonable fees and compensation paid to and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any Restricted
Subsidiary as determined in good faith by the Company's Board of Directors; (ii)
transactions exclusively between or among the Company and any of the Restricted
Subsidiaries or exclusively between or among such Restricted Subsidiaries,
provided such transactions are not otherwise prohibited by this Indenture; and
(iii) Restricted Payments permitted by this Indenture.

<PAGE>

                                      -32-

SECTION 4.13.         [Intentionally Omitted].

SECTION 4.14.         LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                      AFFECTING SUBSIDIARIES.

         The Company will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances
or to pay any Indebtedness or other obligation owed to the Company or any other
Restricted Subsidiary; or (c) transfer any of its property or assets to the
Company or any other Restricted Subsidiary, except for such encumbrances or
restrictions existing under or by reason of: (1) applicable law; (2) this
Indenture; (3) customary non-assignment provisions of any contract or any lease
governing a leasehold interest of any Restricted Subsidiary; (4) any instrument
governing Acquired Indebtedness, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person or the properties or assets of the Person so acquired (including, but
not limited to, such Person's direct and indirect Subsidiaries); (5) agreements
existing on the Issue Date to the extent and in the manner such agreements are
in effect on the Issue Date; or (6) an agreement governing Indebtedness incurred
to Refinance the Indebtedness issued, assumed or incurred pursuant to an
agreement referred to in clause (2), (4) or (5) above; PROVIDED, HOWEVER, that
the provisions relating to such encumbrance or restriction contained in any such
Indebtedness are no less favorable to the Company in any material respect as
determined by the Board of Directors of the Company in their reasonable and good
faith judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (2), (4) or (5).

SECTION 4.15.         LIMITATION ON LIENS.

         The Company will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of the Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless (i) in the case of Liens securing Indebtedness that is expressly
subordinate or junior in right of payment to the Securities, the Securities are
secured by a Lien on such property, assets or proceeds that is senior in
priority to such Liens and (ii) in all other cases, the Securities are equally
and ratably secured, except for (a) Liens existing as of the Issue Date to the
extent and in the manner such Liens are in effect on the Issue Date; (b) Liens
securing Indebtedness under the Credit Agreement; (c) Liens securing the
Securities and the Guarantees; (d) Liens in favor of the Company or a Guarantor
on assets of any Restricted Subsidiary of the Company; (e) Liens securing
Refinancing Indebtedness which is incurred to Refinance any Indebtedness which
has been secured by a Lien permitted under this Indenture and which has been
incurred in accordance with the provisions of this Indenture; PROVIDED, HOWEVER,
that such Liens (A) are no less favorable to the Holders and are not more
favorable to the lienholders with respect to such Liens than the Liens in
respect of the Indebtedness being Refinanced and (B) do not extend to or cover
any property or assets of the Company or any of the Restricted Subsidiaries not
securing the Indebtedness so Refinanced; and (f) Permitted Liens.

SECTION 4.16.         CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase (the "CHANGE OF CONTROL OFFER"), and
shall purchase, on a Business Day (the "CHANGE OF CONTROL PAYMENT DATE") not
more than 45 nor less than 30 days following the occurrence of the Change of
Control, all of the then outstanding Securities at a purchase price equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,

<PAGE>
                                      -33-


thereon to the Change of Control Payment Date. The Change of Control Offer shall
remain open for at least 20 Business Days and until the close of business on the
Change of Control Payment Date.

         (b) Within 15 days following the date upon which a Change of Control
occurs (the "CHANGE OF CONTROL DATE"), the Company shall send, by first class
mail, a notice to each Holder, with a copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Change of Control Offer. Such notice shall
state:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.16 and that all Securities tendered and not withdrawn
         will be accepted for payment;

                  (2) the purchase price (including the amount of accrued
         interest) and the Change of Control Payment Date;

                  (3) that any Security not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in making payment
         therefor, any Security accepted for payment pursuant to the Change of
         Control Offer shall cease to accrue interest after the Change of
         Control Payment Date;

                  (5) that Holders electing to have a Security purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Security, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Security completed, to the Paying Agent at the
         address specified in the notice prior to the close of business on the
         third Business Day prior to the Change of Control Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the second Business Day
         prior to the Change of Control Payment Date, a telegram, telex,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Securities the Holder delivered for
         purchase and a statement that such Holder is withdrawing his election
         to have such Security purchased;

                  (7) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered; and

                  (8) the circumstances and relevant facts regarding such Change
         of Control.

         On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any, of all
Securities so tendered and (iii) deliver to the Trustee Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to
the Holders of Securities so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, and the Trustee shall promptly authenticate
and mail to such Holders new Securities equal in principal amount to any
unpurchased portion of the Securities surrendered. Any Securities not so
accepted shall be promptly mailed by the Company to the Holder thereof. For
purposes of this Section 4.16, the Trustee shall act as the Paying Agent.

<PAGE>
                                      -34-


         Any amounts remaining after the purchase of Securities pursuant to a
Change of Control Offer shall be returned by the Trustee to the Company.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Securities pursuant to a Change of Control Offer. To the extent the
provisions of any securities laws or regulations conflict with the provisions
under this Section 4.16, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.16 by virtue thereof.

SECTION 4.17.         LIMITATION ON ASSET SALES.

         The Company will not, and will not permit any of the Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or the
applicable Restricted Subsidiary, as the case may be, receives consideration at
the time of such Asset Sale at least equal to the fair market value of the
assets sold or otherwise disposed of (as determined in good faith by the
Company's Board of Directors), (ii) at least 80% of the consideration received
by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of cash or Cash Equivalents and is received at the
time of such disposition; and (iii) upon the consummation of an Asset Sale, the
Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
Proceeds relating to such Asset Sale within 300 days of receipt thereof either
(A) to prepay any Indebtedness under the Credit Facility, (B) to repay any
Indebtedness which was secured by the assets sold in such Asset Sale, (C) to
make an investment in properties and assets that replace the properties and
assets that were the subject of such Asset Sale or in properties and assets that
will be used in the business of the Company and the Restricted Subsidiaries as
existing on the Issue Date or in businesses reasonably related thereto
("REPLACEMENT ASSETS"), or (D) a combination of prepayment and investment
permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). On the 301st
day after an Asset Sale or such earlier date, if any, as the Board of Directors
of the Company or of such Restricted Subsidiary determines not to apply the Net
Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A),
(iii)(B), (iii)(C) and (iii)(D) of the next preceding sentence (each, a "NET
PROCEEDS OFFER TRIGGER DATE"), the Company will be required to make an offer to
purchase from all Holders and, if applicable, redeem (or make an offer to do so)
any Pari Passu Indebtedness of the Company the provisions of which require the
Company to redeem such Indebtedness with the proceeds from any Asset Sales (or
offer to do so), in an aggregate principal amount of Securities and such Pari
Passu Indebtedness equal to the aggregate amount of Net Cash Proceeds which have
not been applied on or before such Net Proceeds Offer Trigger Date as permitted
in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next preceding
sentence (each a "NET PROCEEDS OFFER AMOUNT") as follows:

                  (1) the Company will (a) make an offer to purchase (a "NET
         PROCEEDS OFFER"), on a date not less than 30 nor more than 45 days
         following the applicable Net Proceeds Offer Trigger Date, to all
         Holders in accordance with the procedures set forth below, and (b)
         redeem (or make an offer to do so) any such other Pari Passu
         Indebtedness, PRO RATA in proportion to the respective outstanding
         principal amounts of the Securities and such other Indebtedness
         required to be redeemed, the maximum principal amount of Securities and
         Pari Passu Indebtedness that may be redeemed out of the amount (the
         "PAYMENT AMOUNT") of such Net Proceeds Offer Amount;

                  (2) the offer price for the Securities will be payable in cash
         in an amount equal to 100% of the principal amount of the Securities
         tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid
         interest thereon, if any, to the date such Net Proceeds Offer is
         consummated (the "OFFERED PRICE"), in accordance with the procedures
         set forth below and the redemption price for such Pari Passu
         Indebtedness (the "PARI PASSU INDEBTEDNESS PRICE") shall be as set
         forth in the related documentation governing such Indebtedness; and

<PAGE>
                                      -35-


                  (3) if the aggregate Offered Price of Securities validly
         tendered and not withdrawn by Holders thereof exceeds the PRO RATA
         portion of the Payment Amount allocable to the Securities, Securities
         to be purchased will be selected on a PRO RATA basis;

PROVIDED, HOWEVER, that if at any time any non-cash consideration received by
the Company or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder and the Net Cash Proceeds thereof shall be applied in accordance with
this covenant. The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$5,000,000 resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of
$5,000,000, shall be applied as required pursuant to this paragraph).

         To the extent that the sum of the aggregate Offered Price of Securities
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "NET
PROCEEDS DEFICIENCY"), the Company or any Restricted Subsidiary, as the case may
be, may use the Net Proceeds Deficiency, or a portion thereof, for general
corporate purposes, subject to the provisions of this Indenture.

         In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and the Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, the
successor corporation shall be deemed to have sold the properties and assets of
the Company and the Restricted Subsidiaries not so transferred for purposes of
this Section 4.17, and shall comply with the provisions of this Section 4.17
with respect to such deemed sale as if it were an Asset Sale. In addition, the
fair market value of such properties and assets of the Company or the Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this Section 4.17.

         Notwithstanding the three immediately preceding paragraphs, the Company
and the Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with such paragraphs to the extent (1) at least 80% of the
consideration for such Asset Sale constitutes Replacement Assets and (2) such
Asset Sale is for fair market value; PROVIDED that any consideration not
constituting Replacement Assets received by the Company or any of the Restricted
Subsidiaries in connection with any Asset Sale permitted to be consummated under
this paragraph shall (a) subject to clause (b) below, constitute Net Cash
Proceeds subject to the provisions of the three preceding paragraphs or (b) to
the extent such consideration is non-cash consideration, constitute Net Cash
Proceeds subject to the provisions of the three preceding paragraphs upon being
converted into or sold or otherwise disposed of for cash.

         Notice of each Net Proceeds Offer pursuant to this Section 4.17 shall
be mailed or caused to be mailed, by first class mail, by the Company within 15
days following the applicable Net Proceeds Offer Trigger Date to all Holders at
their last registered addresses, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Net Proceeds Offer and shall state the
following terms:

                  (1) that the Net Proceeds Offer is being made pursuant to this
         Section 4.17 and that all Securities tendered will be accepted for
         payment; PROVIDED, HOWEVER, that if the aggregate Offered Price of
         Securities validly tendered and not withdrawn in the Net Proceeds Offer
         exceeds the PRO RATA portion of the Payment Amount allocable to the
         Securities, the Company shall select the Securities to be purchased on
         a PRO RATA basis;

<PAGE>
                                      -36-


                  (2) the Offered Price and the date of the Net Proceeds Offer
         (the "NET PROCEEDS OFFER PAYMENT DATE");

                  (3) that any Security not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in making payment
         therefor, any Security accepted for payment pursuant to the Net
         Proceeds Offer shall cease to accrue interest after the Net Proceeds
         Offer Payment Date;

                  (5) that Holders electing to have a Security purchased
         pursuant to the Net Proceeds Offer will be required to surrender the
         Security, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Security completed, to the Paying Agent at the
         address specified in the notice prior to the close of business on the
         Net Proceeds Offer Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the second Business Day
         prior to the Net Proceeds Offer Payment Date, a facsimile transmission
         or letter setting forth the name of the Holder, the principal amount of
         the Security the Holder delivered for purchase and a statement that
         such Holder is withdrawing his election to have such Security
         purchased; and

                  (7) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount at maturity equal
         to the unpurchased portion of the Securities surrendered.

         On or before the Net Proceeds Offer Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the Net
Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price, plus accrued interest, if any, of all Securities to
be purchased and (iii) deliver to the Trustee Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to the Holders of
Securities so accepted payment in an amount equal to the purchase price, plus
accrued interest, if any, thereon. For purposes of this Section 4.17, the
Trustee shall act as the Paying Agent.

         Any Net Proceeds Offer shall remain open for at least 20 Business Days
and until the close of business on the Net Proceeds Offer Payment Date. The
Company shall comply with all tender offer rules under state and federal
securities laws, including, but not limited to, Section 14(e) under the Exchange
Act and Rule 14e-1 thereunder, to the extent applicable to such offer. To the
extent that the provisions of any securities laws or regulations conflict with
the foregoing provisions of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the foregoing provisions of this Indenture by
virtue thereof.

SECTION 4.18.         LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

         The Company will not permit any of the Restricted Subsidiaries to issue
any Preferred Stock (other than to the Company or to a Wholly Owned Restricted
Subsidiary) or permit any Person (other than the Company or a Wholly Owned
Restricted Subsidiary) to own any Preferred Stock of any Restricted Subsidiary.

SECTION 4.19.         [Intentionally Omitted].

<PAGE>
                                      -37-

SECTION 4.20.         LIMITATION ON DESIGNATIONS OF UNRESTRICTED SUBSIDIARIES.

         The Company may designate any Subsidiary of the Company (other than a
Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary)
as an "Unrestricted Subsidiary" under this Indenture (a "DESIGNATION") only if:

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

                  (b) the Company would be permitted under this Indenture to
         make an Investment at the time of Designation (assuming the
         effectiveness of such Designation) in an amount (the "DESIGNATION
         AMOUNT") equal to the sum of (i) the fair market value of the Capital
         Stock of such Subsidiary owned by the Company and the Restricted
         Subsidiaries on such date and (ii) the aggregate amount of other
         Investments of the Company and the Restricted Subsidiaries in such
         Subsidiary on such date; and

                  (c) the Company would be permitted to incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         paragraph (a) of Section 4.04 at the time of Designation (assuming the
         effectiveness of such Designation).

         In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
4.03 for all purposes of this Indenture in the Designation Amount. The Company
shall not, and shall not permit any Restricted Subsidiary to, at any time (x)
provide direct or indirect credit support for or a guarantee of any Indebtedness
of any Unrestricted Subsidiary (including of any undertaking, agreement or
instrument evidencing such Indebtedness), (y) be directly or indirectly liable
for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or
indirectly liable for any Indebtedness which provides that the holder thereof
may (upon notice, lapse of time or both) declare a default thereon or cause the
payment thereof to be accelerated or payable prior to its final scheduled
maturity upon the occurrence of a default with respect to any Indebtedness of
any Unrestricted Subsidiary (including any right to take enforcement action
against such Unrestricted Subsidiary), except, in the case of clause (x) or (y),
to the extent permitted under Section 4.03.

         The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "REVOCATION"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if:

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

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

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

SECTION 4.21.         ADDITIONAL GUARANTEES.

         If the Company or any of the Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any domestic Restricted Subsidiary that is not a
Guarantor, or if the Company or any of the Restricted Subsidiaries shall
organize, acquire or otherwise invest in or

<PAGE>
                                      -38-


hold an investment in another domestic Restricted Subsidiary having total
consolidated assets with a book value in excess of $1,000,000, then such
transferee or acquired or other Restricted Subsidiary shall (i) execute and
deliver to the Trustee a supplemental indenture in form reasonably satisfactory
to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company's obligations under the Securities
and this Indenture on the terms set forth in Article Eleven and (ii) deliver to
the Trustee an Opinion of Counsel that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and constitutes
a legal, valid, binding and enforceable obligation of such Restricted
Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all
purposes of this Indenture.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


SECTION 5.01.         MERGERS, CONSOLIDATIONS AND SALE OF ASSETS.

         (a) The Company will not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets (determined on a
consolidated basis for the Company and the Restricted Subsidiaries) whether as
an entirety or substantially as an entirety to any Person unless: (i) either (1)
the Company shall be the surviving or continuing corporation or (2) the Person
(if other than the Company) formed by such consolidation or into which the
Company is merged or the Person which acquires by sale, assignment, transfer,
lease, conveyance or other disposition the properties and assets of the Company
and the Restricted Subsidiaries substantially as an entirety (the "SURVIVING
ENTITY") (x) shall be a corporation organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia and
(y) shall expressly assume, by supplemental indenture (in form and substance
satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual payment of the principal of, and premium, if any, and interest on all
of the Securities and the performance of every covenant of the Securities, this
Indenture and the Registration Rights Agreement on the part of the Company to be
performed or observed; (ii) immediately after giving effect to such transaction
and the assumption contemplated by clause (i)(2)(y) above (including giving
effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to
be incurred in connection with or in respect of such transaction), the Company
or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction and (2) shall be able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
paragraph (a) of Section 4.04 hereof; (iii) immediately before and immediately
after giving effect to such transaction and the assumption contemplated by
clause (i)(2)(y) above (including, without limitation, giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred
and any Lien granted in connection with or in respect of the transaction) no
Default and no Event of Default shall have occurred or be continuing; and (iv)
the Company or the Surviving Entity shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with the applicable provisions
of this Indenture and that all conditions precedent in this Indenture relating
to such transaction have been satisfied.

         (b) For purposes of the foregoing paragraph (a), the transfer (by
lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties

<PAGE>
                                      -39-

and assets of one or more Restricted Subsidiaries, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

         (c) Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of its Guarantee and Article Eleven in
connection with any transaction complying with the provisions of Section 4.17)
will not, and the Company will not cause or permit any Guarantor to, consolidate
with or merge with or into any Person other than the Company or another
Guarantor unless: (i) the entity formed by or surviving any such consolidation
or merger (if other than the Guarantor) or to which such sale, lease, conveyance
or other disposition shall have been made is a corporation organized and
existing under the laws of the United States or any state thereof or the
District of Columbia; (ii) such entity assumes by supplemental indenture all of
the obligations of the Guarantor under its Guarantee; (iii) immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and (iv) immediately after giving effect to such
transaction and the use of any net proceeds therefrom on a PRO FORMA basis, the
Company could satisfy the provisions of clause (a)(ii) of this Section 5.01. Any
merger or consolidation of a Guarantor with and into the Company (with the
Company being the surviving entity) or another Guarantor need only comply with
clause (a)(iv) of this Section 5.01.

SECTION 5.02.         SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any such consolidation, merger, conveyance, lease or transfer of
all or substantially all of the assets of the Company in accordance with the
foregoing provisions of this Article Five, in which the Company is not the
surviving Person, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, lease or transfer is
made will succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture and the Securities with the same
effect as if such successor had been named as the Company therein, and
thereafter (except in the case of a lease) the predecessor corporation will be
relieved of all further obligations and covenants under this Indenture, the
Securities and the Registration Rights Agreement; PROVIDED that solely for
purposes of computing amounts described in subclauses (w), (x) and (y) of
Section 4.03, any successor Person shall only be deemed to have succeeded to and
be substituted for the Company with respect to periods subsequent to the
effective time of such merger, consolidation or transfer of assets.


                                   ARTICLE SIX

                              DEFAULT AND REMEDIES


SECTION 6.01.         EVENTS OF DEFAULT.

         The following events are "Events of Default":

                  (a) the failure to pay interest on any Securities when the
         same becomes due and payable and the default continues for a period of
         30 days;

                  (b) the failure to pay the principal on any Securities, when
         such principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a required payment to purchase
         Securities tendered pursuant to a Change of Control Offer or a Net
         Proceeds Offer);

<PAGE>
                                      -40-


                  (c) a default in the observance or performance of any other
         covenant or agreement contained in this Indenture, which default
         continues for a period of 30 days after the Company receives written
         notice specifying the default (and demanding that such default be
         remedied) from the Trustee or the Holders of at least 25% of the
         outstanding principal amount of the Securities (except in the case of a
         default with respect to Section 5.01, which will constitute an Event of
         Default with such notice requirement but without such passage of time
         requirement);

                  (d) the failure to pay at final maturity (giving effect to any
         applicable grace periods and any extensions thereof) the principal
         amount of any Indebtedness of the Company or any Restricted Subsidiary,
         or the acceleration of the final stated maturity of any such
         Indebtedness if the aggregate principal amount of such Indebtedness,
         together with the principal amount of any other such Indebtedness in
         default for failure to pay principal at final maturity or which has
         been accelerated, aggregates $5,000,000 or more at any time;

                  (e) one or more judgments in an aggregate amount in excess of
         $5,000,000 shall have been rendered against the Company or any of the
         Restricted Subsidiaries and such judgments remain undischarged, unpaid
         or unstayed for a period of 60 days after such judgment or judgments
         become final and non-appealable;

                  (f) the Company or any of its Significant Subsidiaries (i)
         admits in writing its inability to pay its debts generally as they
         become due, (ii) commences a voluntary case or proceeding under any
         Bankruptcy Law with respect to itself, (iii) consents to the entry of a
         judgment, decree or order for relief against it in an involuntary case
         or proceeding under any Bankruptcy Law, (iv) consents to the
         appointment of a Custodian of it or for substantially all of its
         property, (v) consents to or acquiesces in the institution of a
         bankruptcy or an insolvency proceeding against it, (vi) makes a general
         assignment for the benefit of its creditors or (vii) takes any
         partnership or corporate action, as the case may be, to authorize or
         effect any of the foregoing;

                  (g) a court of competent jurisdiction enters a judgment,
         decree or order for relief in respect of the Company or any of its
         Significant Subsidiaries in an involuntary case or proceeding under any
         Bankruptcy Law, which shall (i) approve as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition in
         respect of the Company or any of its Significant Subsidiaries, (ii)
         appoint a Custodian of the Company or any of its Significant
         Subsidiaries or for substantially all of any of their property or (iii)
         order the winding-up or liquidation of its affairs; and such judgment,
         decree or order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                  (h) any Guarantee of a Significant Subsidiary ceases to be in
         full force and effect or any Guarantee of a Significant Subsidiary is
         declared to be null and void and unenforceable or any Guarantee of a
         Significant Subsidiary is found to be invalid or any of the Guarantors
         which is a Significant Subsidiary denies its liability under its
         Guarantee (in each case other than by reason of release of such
         Guarantor in accordance with the terms of this Indenture).

SECTION 6.02.         ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (f) or (g) of Section 6.01) shall occur and be continuing, the Trustee or
the Holders of at least 25% in principal amount of outstanding Securities may
declare the principal of, premium, if any, and accrued and unpaid interest on
all the Securities to be due and payable by notice in writing to the Company
(and the Trustee if given by the Holders) specifying the respective Event of
Default and that it is a "notice of acceleration", and the same shall become
immediately due and payable.

<PAGE>
                                      -41-

If an Event of Default specified in clause (f) or (g) above occurs and is
continuing, then all unpaid principal of, and premium, if any, and accrued and
unpaid interest on all of the outstanding 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 with respect to the
Securities as described in the preceding paragraph, the Holders of a majority in
principal amount of the Securities may rescind and cancel such declaration and
its consequences (a) if the rescission would not conflict with any judgment or
decree, (b) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration, (c) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal, which has become due
otherwise than by such declaration of acceleration, has been paid, (d) if the
Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances and (e) in the event of the
cure or waiver of an Event of Default of the type described in clause (f) or (g)
of the description of Events of Default above, the Trustee shall have received
an Officers' Certificate and an Opinion of Counsel that such Event of Default
has been cured or waived. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.

SECTION 6.03.         OTHER REMEDIES.

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

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

SECTION 6.04.         WAIVER OF PAST DEFAULTS.

         Subject to Sections 2.09, 6.07 and 9.02, the Holders of not less than a
majority in principal amount of the outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default and its consequences,
except a continuing Default or Event of Default in the payment of principal of
or interest on any Security as specified in clauses (a) and (b) of Section 6.01.
The Company shall deliver to the Trustee an Officers' Certificate stating that
the requisite percentage of Holders have consented to such waiver and attaching
copies of such consents. When a Default or Event of Default is waived, it is
cured and ceases.

SECTION 6.05.         CONTROL BY MAJORITY.

         The Holders of not less than a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. Subject to Section 7.01, however, the Trustee may refuse
to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; PROVIDED
that the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction.

<PAGE>
                                      -42-


         In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against any loss or expense caused by
taking such action or following such direction.

SECTION 6.06.         LIMITATION ON SUITS.

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

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

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

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

                  (4) the Trustee does not comply with the request within 30
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                  (5) during such 30-day period the Holder or Holders of a
         majority in principal amount of the outstanding Securities do not give
         the Trustee a direction which, in the opinion of the Trustee, is
         inconsistent with the request.

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

SECTION 6.07.         RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

SECTION 6.08.         COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.         TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial

<PAGE>
                                      -43-

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

SECTION 6.10.         PRIORITIES.

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

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

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

                  Third: to the Company or the Guarantors, as their respective
         interests may appear.

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

SECTION 6.11.         UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Securities.


                                  ARTICLE SEVEN

                                     TRUSTEE


SECTION 7.01.         DUTIES OF TRUSTEE.

         (a) If an Event of Default actually known to the Trustee has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs. The Trustee will be under no
obligation to exercise any of its rights or powers under this Indenture

<PAGE>
                                      -44-


at the request of any of the holders of Securities, unless they shall have
offered to the Trustee security and indemnity satisfactory to it.

         (b) Except during the continuance of an Event of Default actually known
to the Trustee:

                  (1) The Trustee need perform only those duties as are
         specifically set forth herein and no others and no implied covenants or
         obligations shall be read into this Indenture against the Trustee.

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

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

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

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

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

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability or to take or
omit to take any action under this Indenture or take any action at the request
or direction of Holders if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it or it does not receive an indemnity
satisfactory to it in its sole discretion against such risk, liability, loss,
fee or expense which might be incurred by it in compliance with such request or
direction.

         (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to this Section 7.01.

         (f) The Trustee shall not be liable for interest on any money or assets
received by it except as the Trustee may agree in writing with the Company.
Money and assets held in trust by the Trustee need not be segregated from other
funds or assets except to the extent required by law.

SECTION 7.02.         RIGHTS OF TRUSTEE.

         Subject to Section 7.01:

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and an Opinion of Counsel, which shall
         conform to the provisions of Section 12.05. The Trustee shall

<PAGE>
                                      -45-


         not be liable for any action it takes or omits to take in good faith
         in reliance on such certificate or opinion.

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

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

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

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

SECTION 7.03.         INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04.         TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.         NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing and the
Trustee receives actual notice of such event, the Trustee shall mail to each
Securityholder, as their names and addresses appear on the Securityholder list
described in Section 2.05, notice of the uncured Default or Event of Default
within 60 days after the Trustee receives such notice. Except in the case of a
Default or an Event of Default in payment of principal of, or interest on, any
Security, including the failure to make payment on (i) the Change of Control
Payment Date pursuant to a Change of Control Offer or (ii) the Net Proceeds
Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee shall not be
deemed to have actual knowledge or actual notice of a Default or an Event of
Default unless it received written notice of such Default or Event of Default
and the Trustee may withhold the 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 withholding
the notice is in the interest of the Securityholders.

<PAGE>
                                      -46-

SECTION 7.06.         REPORTS BY TRUSTEE TO HOLDERS.

         This Section 7.06 shall not be operative as a part of this Indenture
until this Indenture is qualified under the TIA, and, until such qualification,
this Indenture shall be construed as if this Section 7.06 were not contained
herein.

         Within 60 days after each May 15, the Trustee shall, to the extent that
any of the events described in TIA section 313(a) occurred within the previous
twelve months, but not otherwise, mail to each Securityholder a brief report
dated as of such May 15 that complies with TIA section 313(a). The Trustee also
shall comply with TIA sections 313(b), 313(c) and 313(d).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the Commission and each securities
exchange, if any, on which the Securities are listed.

         The Company shall notify the Trustee if the Securities become listed on
any securities exchange or of any delisting thereof.

SECTION 7.07.         COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its services hereunder (which shall be agreed to from time to
time by the Company and the Trustee). The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances (including reasonable fees and expenses of counsel)
incurred or made by it in addition to the compensation for its services, except
any such disbursements, expenses and advances as may be attributable to the
Trustee's negligence or willful misconduct. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents,
accountants, experts and counsel and any taxes or other expenses incurred by a
trust created pursuant to Section 8.01 hereof.

         The Company shall indemnify the Trustee and each predecessor trustee
and their respective officers, directors, agents and employees for, and hold
them harmless against, any loss, liability, claim, damage or expense incurred
without negligence or willful misconduct on its part arising out of or in
connection with the acceptance or administration of this trust and its duties
under this Indenture, including enforcement of this Section 7.07, and including
the reasonable expenses and attorneys' fees of defending itself against any
claim of liability arising hereunder or in connection herewith. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. However, the failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense
(and may employ its own counsel) at the Company's expense. The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee as a result of the violation of this Indenture by the Trustee if such
violation arose from the Trustee's negligence or willful misconduct.

         The obligations of the Company under this Section 7.07 constitute an
additional obligation hereunder and shall survive the satisfaction and discharge
of this Indenture and the resignation or removal of the Trustee and each
predecessor trustee. To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a senior claim prior to the Securities against all
money or property held or collected by the Trustee, in its capacity as Trustee.

<PAGE>
                                      -47-



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

SECTION 7.08.         REPLACEMENT OF TRUSTEE.

         No resignation or removal of the Trustee and no appointment of a
successor trustee shall become effective until the acceptance of the appointment
by the successor trustee.

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

                  (1) the Trustee fails to comply with Section 7.10 after
         written request therefor for at least 6 months;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall notify each Holder of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

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

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

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

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

<PAGE>
                                      -48-


         The Company shall give notice of each resignation or removal of the
Trustee and each appointment of a successor trustee by first-class mail, postage
prepaid, to each Holder. Such notice shall include the name of the successor
trustee and the address of its Corporate Trust Office or agent.

SECTION 7.09.         SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

SECTION 7.10.         ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirement of TIA sections 310(a)(1) and 310(a)(5). The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply
with TIA section 310(b); PROVIDED, HOWEVER, that there shall be excluded from
the operation of TIA section 310(b)(1) any indenture or indentures under
which otheR securities, or certificates of interest or participation in other
securities, of the Company are outstanding, if the requirements for such
exclusion set forth in TIA section 310(b)(1) are met.

SECTION 7.11.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE


SECTION 8.01.         LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

         (a) The Company may, at its option by Board Resolution, at any time,
with respect to the Securities, elect to have either paragraph (b) or paragraph
(c) below be applied to the outstanding Securities upon compliance with the
conditions set forth in paragraph (d).

         (b) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company and the Guarantors shall be deemed
to have been released and discharged from their obligations with respect to the
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of the Sections and matters
under this Indenture referred to in (i) and (ii) below, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned, except for the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and any Guarantor's obligations in respect thereof

<PAGE>
                                      -49-

and (ii) obligations listed in Section 8.03, subject to compliance with this
Section 8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to the Securities.

         (c) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company shall be released and discharged
from its obligations under any covenant contained in Article Five and in
Sections 4.03 through 4.21 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 to be not
"outstanding" for the purpose 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, its Subsidiaries and any Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(c), nor shall any event referred to in
Section 6.01(d), (e) or (h) thereafter constitute a Default or an Event of
Default thereunder but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

         (d) The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities:

                  (1) The Company shall have irrevocably deposited in trust with
         the Trustee, pursuant to an irrevocable trust and security agreement in
         form and substance satisfactory to the Trustee, U.S. Legal Tender or
         direct non-callable obligations of, or non-callable obligations
         guaranteed by, the United States of America for the payment of which
         obligation or guarantee the full faith and credit of the United States
         of America is pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to
         principal and interest in such amounts and at such times as are
         sufficient, without consideration of the reinvestment of such interest
         and after payment of all Federal, state and local taxes or other
         charges or assessments in respect thereof payable by the Trustee, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof (in form and
         substance reasonably satisfactory to the Trustee) delivered to the
         Trustee, to pay the principal of, premium, if any, and interest on all
         the outstanding Securities on the dates on which any such payments are
         due and payable in accordance with the terms of this Indenture and of
         the Securities;

                  (2) Such deposits shall not cause the Trustee to have a
         conflicting interest as defined in and for purposes of the TIA;

                  (3) The Trustee shall have received Officers' Certificates
         stating that no Default or Event of Default or event which with notice
         or lapse of time or both would become a Default or an Event of Default
         with respect to the Securities shall have occurred and be continuing on
         the date of such deposit or, insofar as Section 6.01(f) or (g) is
         concerned, at any time during the period ending on the 91st day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until the expiration of such period);

                  (4) The Trustee shall have received Officers' Certificates
         stating that such deposit will not result in a breach or violation of,
         or constitute a Default under this Indenture or a breach or violation
         of, or constitute a default under, any other material instrument or
         agreement to which the Company or any of its Subsidiaries is a party or
         by which it or its property is bound;

<PAGE>
                                      -50-

                  (5) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date, there has been a change in the applicable federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall state that Holders of the Securities will
         not recognize income gain or loss for Federal income tax purposes as a
         result of such deposit and the defeasance contemplated hereby and will
         be subject to Federal income taxes in the same manner and at the same
         times as would have been the case if such deposit and defeasance had
         not occurred, or (ii) in the event the Company elects paragraph (c)
         hereof, the Company shall deliver to the Trustee an Opinion of Counsel
         in the United States, in form and substance reasonably satisfactory to
         the Trustee, to the effect that Holders of the Securities will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such deposit and the defeasance contemplated hereby and will
         be subject to Federal income tax in the same amounts and in the same
         manner and at the same times as would have been the case if such
         deposit and defeasance had not occurred;

                  (6) The Trustee shall have received an Opinion of Counsel
         stating that the deposit shall not result in the Company, the Trustee
         or the trust becoming or being deemed to be an "investment company"
         under the Investment Company Act of 1940;

                  (7) The Company shall have delivered to the Trustee an
         Officer's Certificate, in form and substance reasonably satisfactory to
         the Trustee, stating that the deposit under clause (1) was not made by
         the Company or any Subsidiary of the Company with the intent of
         preferring the Holders over any other creditors of the Company
         defeating, hindering, delaying or defrauding any other creditors of the
         Company or any Subsidiary of the Company or others;

                  (8) The Company shall have delivered to the Trustee an Opinion
         of Counsel, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the trust funds will not be subject to
         the rights of holders of Indebtedness of the Company or any Guarantor
         other than the Securities and (B) assuming no intervening bankruptcy of
         the Company between the date of deposit and the 91st day following the
         deposit and that no Holder of Securities is an insider of the Company,
         after the passage of 90 days following the deposit, the trust funds
         will not be subject to any applicable bankruptcy, insolvency,
         reorganization or similar law affecting creditors' rights generally;
         and

                  (9) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with; PROVIDED, HOWEVER, that no
         deposit under clause (1) above shall be effective to terminate the
         obligations of the Company under the Securities or this Indenture prior
         to 90 days following any such deposit.

         In the event all or any portion of the Securities are to be redeemed
through such irrevocable trust, the Company must make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of the notice of
such redemption or redemptions by the Trustee in the name and at the expense of
the Company.

SECTION 8.02.         SATISFACTION AND DISCHARGE.

         This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
the Securities, as expressly provided for in this Indenture) as to all
outstanding Securities when:

<PAGE>
                                      -51-


                  (1) either (a) all the Securities, theretofore authenticated
         and delivered (except lost, stolen or destroyed Securities which have
         been replaced or paid and Securities for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         the Company and thereafter repaid to the Company or discharged from
         such trust) have been delivered to the Trustee for cancellation or (b)
         all Securities not theretofore delivered to the Trustee for
         cancellation have become due and payable and the Company has
         irrevocably deposited or caused to be deposited with the Trustee funds
         in an amount sufficient to pay and discharge the entire Indebtedness on
         the Securities not theretofore delivered to the Trustee for
         cancellation, for principal of, premium, if any, and interest on the
         Securities to the date of deposit together with irrevocable
         instructions from the Company directing the Trustee to apply such funds
         to the payment thereof at maturity or redemption, as the case may be;

                  (2) the Company has paid all other sums payable under this
         Indenture by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

SECTION 8.03.         SURVIVAL OF CERTAIN OBLIGATIONS.

         Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities referred to in Section 8.01 or 8.02, the respective obligations
of the Company and the Trustee under Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.10, 2.12, 2.13, 4.01 (in the case of Covenant Defeasance only), 4.02,
6.07, Article Seven, Sections 8.05, 8.06 and 8.07 shall survive until the
Securities are no longer outstanding, and thereafter the obligations of the
Company and the Trustee under Sections 7.07, 8.05, 8.06 and 8.07 shall survive.
Nothing contained in this Article Eight shall abrogate any of the obligations or
duties of the Trustee under this Indenture.

SECTION 8.04.         ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

         Subject to Section 8.07, after (i) the conditions of Section 8.01 or
8.02 have been satisfied, (ii) the Company has paid or caused to be paid all
other sums payable hereunder by the Company and (iii) the Company has delivered
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Company's and the Guarantors' obligations under this Indenture except for those
surviving obligations specified in Section 8.03.

SECTION 8.05.         APPLICATION OF TRUST ASSETS.

         The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it pursuant to this Article Eight in the irrevocable
trust established pursuant to Section 8.01. The Trustee shall apply the
deposited U.S. Legal Tender or the U.S. Government Obligations, together with
earnings thereon, through the Paying Agent, in accordance with this Indenture
and the terms of the irrevocable trust agreement established pursuant to Section
8.01, to the payment of principal of and interest on the Securities. The U.S.
Legal Tender or U.S. Government Obligations so held in trust and deposited with
the Trustee in compliance with Section 8.01 shall not be part of the trust
estate under this Indenture, but shall constitute a separate trust fund for the
benefit of all Holders entitled thereto.

<PAGE>
                                      -52-



SECTION 8.06.       REPAYMENT TO THE COMPANY OR THE GUARANTORS; UNCLAIMED MONEY.

         Subject to Sections 7.07 and 8.01, the Trustee shall promptly pay to
the Company, or if deposited with the Trustee by any Guarantor, to such
Guarantor, upon receipt by the Trustee of an Officers' Certificate, any excess
money, determined in accordance with Section 8.01, held by it at any time. The
Trustee and the Paying Agent shall pay to the Company or any Guarantor, as the
case may be, upon receipt by the Trustee or the Paying Agent, as the case may
be, of an Officers' Certificate, any money held by it for the payment of
principal, premium, if any, or interest that remains unclaimed for one year
after payment to the Holders is required; provided, HOWEVER, that the Trustee
and the Paying Agent before being required to make any payment may, but need
not, at the expense of the Company cause to be published once in a newspaper of
general circulation in the City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining will
be repaid to the Company. After payment to the Company or any Guarantor, as the
case may be, Securityholders entitled to money must look solely to the Company
and the Guarantors for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the
Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 8.07.       REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government Obligations in accordance with this Indenture by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then and only then the Company's and each Guarantor's, if any,
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had been made pursuant to this Indenture until
such time as the Trustee is permitted to apply all such U.S. Legal Tender or
U.S. Government Obligations in accordance with this Indenture; PROVIDED,
HOWEVER, that if the Company or the Guarantors, as the case may be, have made
any payment of principal of, premium, if any, or interest on any Securities
because of the reinstatement of its obligations, the Company or the Guarantors,
as the case may be, shall be, subrogated to the rights of the holders of such
Securities to receive such payment from the U.S. Legal Tender or U.S. Government
Obligations held by the Trustee or Paying Agent.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 9.01.       WITHOUT CONSENT OF HOLDERS.

         The Company, the Guarantors and the Trustee, together, may amend or
supplement this Indenture or the Securities without notice to or consent of any
Securityholder:

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

                  (2) to evidence the succession in accordance with Article Five
         hereof of another Person to the Company and the assumption by any such
         successor of the covenants of the Company herein and in the Securities;

<PAGE>
                                      -53-


                  (3) to evidence and provide the acceptance of the appointment
         of a successor trustee hereunder;

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

                  (5) to make any other change that does not materially
         adversely affect the rights of any Securityholders hereunder;

                  (6) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the TIA; or

                  (7) to add or release any Guarantor pursuant to the terms of
         this Indenture;

PROVIDED that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.01.

SECTION 9.02.         WITH CONSENT OF HOLDERS.

         Subject to Section 6.07, the Company, the Guarantors and the Trustee,
together, with the written consent of the Holder or Holders of at least a
majority in aggregate principal amount of the outstanding Securities, may amend
or supplement this Indenture or the Securities, without notice to any other
Securityholders. Subject to Section 6.07, the Holder or Holders of a majority in
aggregate principal amount of the outstanding Securities may waive compliance by
the Company with any provision of this Indenture or the Securities without
notice to any other Securityholder. Without the consent of each Securityholder
affected, however, no amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, may:

                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (2) reduce the rate of or change or have the effect of
         changing the time for payment of interest, including defaulted
         interest, on any Security;

                  (3) reduce the principal of or change or have the effect of
         changing the fixed maturity of any Security, or change the date on
         which any Securities may be subject to redemption or repurchase, or
         reduce the redemption or purchase price therefor;

                  (4) make any Securities payable in money other than that
         stated in the Securities;

                  (5) make any change in provisions of this Indenture protecting
         the right of each Holder to receive payment of principal of and
         interest on such Security on or after the due date thereof or to bring
         suit to enforce such payment, or permitting Holders of a majority in
         principal amount of the Securities to waive Defaults or Events of
         Default;

                  (6) make any changes in Section 6.04, 6.07 or this Section
         9.02;

                  (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Securities or any
         Guarantee, in a manner which adversely affects the Holders;
<PAGE>
                                      -54-


                  (8) amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer with respect to a Change of Control that has occurred or make and
         consummate a Net Proceeds Offer with respect to any Asset Sale that has
         been consummated or, modify any of the provisions or definitions with
         respect thereto; or

                  (9) release any Guarantor from any of its obligations under
         its Guarantee or this Indenture otherwise than in accordance with the
         terms of this Indenture.

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

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

SECTION 9.03.         COMPLIANCE WITH TIA.

         From the date on which this Indenture is qualified under the TIA, every
amendment, waiver or supplement of this Indenture, the Securities or the
Guarantees shall comply with the TIA as then in effect such compliance to be
evidenced by an Opinion of Counsel.

SECTION 9.04.         REVOCATION AND EFFECT OF CONSENTS.

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

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

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (9) of Section 9.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; PROVIDED that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

<PAGE>
                                      -55-


SECTION 9.05.         NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Company may require the Holder of the Security to deliver it to the Trustee.
The Company may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

SECTION 9.06.         TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; PROVIDED that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and constituted the legal, valid and binding obligations of the
Company enforceable in accordance with its terms. Such Opinion of Counsel shall
be at the expense of the Company, and the Trustee shall have a Lien under
Section 7.07 for any such expense.


                                   ARTICLE TEN

                             (INTENTIONALLY OMITTED)


                                 ARTICLE ELEVEN

                                    GUARANTEE


SECTION 11.01.        UNCONDITIONAL GUARANTEE.

         Each Guarantor hereby unconditionally guarantees (such guarantee to be
referred to herein as a "Guarantee"), on a senior basis jointly and severally,
to each Holder of a Security authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns, the Securities or the Obligations of
the Company hereunder or thereunder, that: (i) the principal of and interest on
the Securities will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise and interest on
the overdue principal, if any, and interest on any interest, to the extent
lawful, of the Securities and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Securities or of any such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, subject to any
applicable grace period, whether at stated maturity, by acceleration or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 11.03. Each Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, and action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a

<PAGE>
                                      -56-

court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and in this Guarantee. If any Securityholder or the Trustee is
required by any court or otherwise to return to the Company, any Guarantor, or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or any Guarantor, any amount paid by the Company or any Guarantor
to the Trustee or such Securityholder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between each Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in Article Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

SECTION 11.02.        SEVERABILITY.

         In case any provision of this 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 11.03.        LIMITATION OF GUARANTOR'S LIABILITY.

         Each Guarantor and by its acceptance hereof each Holder hereby confirms
that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 11.05, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

SECTION 11.04.        GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         (a) Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor or shall prevent any sale of assets or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety,
to the Company or another Guarantor. Upon any such consolidation, merger, sale
or conveyance, the Guarantee given by such Guarantor shall no longer have any
force or effect.

         (b) Upon the sale or disposition (whether by merger, stock purchase,
asset sale or otherwise) of a Guarantor (or all or substantially all its assets)
to a Person which is not a Subsidiary of the Company and which sale or
disposition is otherwise in compliance with Section 4.17 and the other terms of
this Indenture, such Guarantor shall be deemed released from all obligations
under this Article Eleven without any further action required on the part of the
Trustee or any Holder.

         The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an Officers'
Certificate and Opinion of Counsel certifying as to the compliance

<PAGE>
                                      -57-

with this Section 11.04. Any Guarantor not so released remains liable for the
full amount of principal of and interest on the Securities as provided in this
Article Eleven.

SECTION 11.05.        CONTRIBUTION.

         In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, INTER SE, that in the event any payment or
distribution is made by any Guarantor (a "FUNDING GUARANTOR") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a PRO RATA amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Company's obligations with respect to the Securities or any other
Guarantor's obligations with respect to the Guarantee. "ADJUSTED NET ASSETS" of
such Guarantor at any date shall mean the lesser of the amount by which (x) the
fair value of the property of such Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Guarantee, of such Guarantor at such
date and (y) the present fair salable value of the assets of such Guarantor at
such date exceeds the amount that will be required to pay the probable liability
of such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured.

SECTION 11.06.        WAIVER OF SUBROGATION.

         Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities against the Company, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim or other rights.
If any amount shall be paid to any Guarantor in violation of the preceding
sentence and the Securities shall not have been paid in full, such amount shall
have been deemed to have been paid to such Guarantor for the benefit of, and
held in trust for the benefit of, the Holders of the Securities, and shall,
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Securities, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
11.06 is knowingly made in contemplation of such benefits.

SECTION 11.07.        EXECUTION OF GUARANTEE.

         To evidence their guarantee to the Securityholders set forth in this
Article Eleven, the Guarantors hereby agree to execute the Guarantee in
substantially the form included in the Securities, which shall be endorsed on
each Security ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guarantee set forth in this Article Eleven
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee. Each such Guarantee shall be signed
on behalf of each Guarantor by two Officers, or an Officer and an Assistant
Secretary or one Officer shall sign and one Officer or an Assistant Secretary
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to such Guarantee prior to the authentication of
the Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery

<PAGE>
                                      -58-


of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Security on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed the Guarantee had not ceased to be such officer of the
Guarantor.

SECTION 11.08.        WAIVER OF STAY, EXTENSION OR USURY LAWS.

         Each Guarantor covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Guarantor 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 TWELVE

                                  MISCELLANEOUS


SECTION 12.01.        TIA CONTROLS.

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

SECTION 12.02.        NOTICES.

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or facsimile or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                  if to the Company or a Guarantor:

                  FiberMark, Inc.
                  161 Wellington Road
                  P.O. Box 498
                  Brattleboro, Vermont
                  Attention:   Chief Financial Officer

                  Facsimile:   (802) 257-5900
                  Telephone:   (802) 257-0365


<PAGE>
                                      -59-


                  with copies to:

                  Hale and Dorr LLP
                  60 State Street
                  Boston, MA  02109
                  Attention:   Peter B. Tarr, Esq.

                  Facsimile:   (617) 526-5000
                  Telephone:   (617) 526-6000

                  if to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890
                  Attention:   Corporate Trust Administration

                  Facsimile:   (302) 651-8882
                  Telephone:   (302) 651-1000

         Each of the Company and the Trustee by written notice to each other
such Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Company and the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied or sent via facsimile; five (5) calendar days after mailing if sent
by registered or certified mail, postage prepaid (except that a notice of change
of address shall not be deemed to have been given until actually received by the
addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 12.03.        COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 12.04.        CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

<PAGE>
                                      -60-


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

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

SECTION 12.05.        STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.08, shall include:

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

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

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

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

SECTION 12.06.        RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

         The Trustee, Paying Agent or Registrar may make reasonable rules for
its functions.

SECTION 12.07.        LEGAL HOLIDAYS.

         If a payment date is not a Business Day, payment may be made on the
next succeeding day that is a Business Day.

SECTION 12.08.        GOVERNING LAW.

         THIS INDENTURE, THE SECURITIES AND THE GUARANTEES WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Indenture.

SECTION 12.09.        NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

<PAGE>
                                      -61-


SECTION 12.10.        NO RECOURSE AGAINST OTHERS.

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

SECTION 12.11.        SUCCESSORS.

         All agreements of the Company and the Guarantors in this Indenture, the
Securities and the Guarantees shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 12.12.        DUPLICATE ORIGINALS.

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

SECTION 12.13.        SEVERABILITY.

         In case any one or more of the provisions in this Indenture, in the
Securities or in the Guarantees shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.



<PAGE>


                                   SIGNATURES


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

                                            THE COMPANY:

                                               FIBERMARK, INC.

                                               By: /s/ Bruce Moore
                                                  ------------------------------
                                               Name:  Bruce Moore
                                               Title: Vice President and Chief
                                                      Financial Officer


                                            THE TRUSTEE:

                                               WILMINGTON TRUST COMPANY,
                                               as Trustee


                                               By: /s/ James J. McGinley
                                                  ------------------------------
                                               Name: James J. McGinley
                                               Title: Authorized Signer



<PAGE>



                                    THE GUARANTORS:

                                        FIBERMARK DURABLE SPECIALTIES, INC.


                                        By: /s/ Bruce Moore
                                           ------------------------------------
                                        Name: Bruce Moore
                                        Title: Vice President and Chief
                                               Financial Officer


                                        FIBERMARK FILTER AND TECHNICAL
                                        PRODUCTS, INC.

                                        By: /s/ Bruce Moore
                                           ------------------------------------
                                        Name: Bruce Moore
                                        Title: Vice President and Chief
                                               Financial Officer


                                        FIBERMARK OFFICE PRODUCTS, LLC

                                        By: FIBERMARK, INC., its Member-Manager


                                        By: /s/ Bruce Moore
                                           ------------------------------------
                                        Name: Bruce Moore
                                        Title: Vice President and Chief
                                               Financial Officer


                                        FIBERMARK DSI INC.

                                        By: /s/ Bruce Moore
                                           ------------------------------------
                                        Name: Bruce Moore
                                        Title: Treasurer and Chief Financial
                                               Officer



<PAGE>

                                                                      EXHIBIT A


                           [FORM OF SERIES A SECURITY]


THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF FIBERMARK, INC. THAT (A) SUCH NOTE MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (c)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) TO AN
`ACCREDITED INVESTOR' WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS
PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
AN INSTITUTIONAL "ACCREDITED INVESTOR" (AND BASED UPON AN OPINION OF COUNSEL IF
FIBERMARK, INC. SO REQUESTS), OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE CASE
OF A TRANSFER UNDER CLAUSE (e) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE
TRUSTEE (AND FIBERMARK, INC., IF IT SO REQUESTS) OF A CERTIFICATION OF THE
TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (2) TO FIBERMARK, INC. OR ANY OF ITS
SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER
TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER CLAUSE (A)(1)(d) ABOVE WHILE
THESE TRANSFER RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL DELIVER A
LETTER FROM THE TRANSFEREE TO FIBERMARK, INC. AND THE TRUSTEE WHICH SHALL
PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.


                                      A-1

<PAGE>


                               10 3/4% Senior Note
                          due April 15, 2011, Series A


                                                                  CUSIP No.:
No.  [        ]                                                    $[          ]

         FIBERMARK, INC., a Delaware corporation (the "Company," which term
includes any successor corporation), for value received, promises to pay to
[          ] or registered assigns the principal sum of $[ ] Dollars, on
April 15, 2011.

         Interest Payment Dates: April 15 and October 15, commencing October 15,
2001

         Record Dates: April 1 and October 1

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

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

Dated:
                                                FIBERMARK, INC.


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


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




                                      A-2

<PAGE>

                (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

         This is one of the 10 3/4% Senior Notes due 2011, Series A, described
in the within-mentioned Indenture.

Dated:                                      WILMINGTON TRUST COMPANY,
                                            as Trustee




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





                                      A-3

<PAGE>


                              (REVERSE OF SECURITY)

                                 FIBERMARK, INC.


                               10 3/4% Senior Note
                          due April 15, 2011, Series A

1.       INTEREST.

         FIBERMARK, INC., a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on April 15 and October
15 of each year (the "Interest Payment Date"), commencing October 15, 2001.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 18, 2001.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         The Company shall pay interest on overdue principal from time to time
on demand at the rate borne by the Securities plus 2% and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful.

2.       METHOD OF PAYMENT.

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

3.       PAYING AGENT AND REGISTRAR.

         Initially, Wilmington Trust Company (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
Co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
Co-Registrar.

4.       INDENTURE AND GUARANTEES.

         The Company issued the Securities under an Indenture, dated as of
April 18, 2001 (the "Indenture"), among the Company, the Guarantors and the
Trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general obligations of the Company limited in aggregate
principal amount to $330,000,000. Payment on each Security is guaranteed on a
senior basis, jointly and severally, by the Guarantors pursuant to Article
Eleven of the Indenture.

                                      A-4

<PAGE>

5.       OPTIONAL REDEMPTION.

         The Securities will be redeemable, at the Company's option, in whole at
any time or in part from time to time, on and after April 15, 2006 at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the twelve-month period commencing on April 15 of the years
set forth below, plus, in each case, accrued interest thereon to the date of
redemption:

<TABLE>
<CAPTION>

                YEAR                                                      PERCENTAGE
                ----                                                      ----------
                <S>                                                       <C>

                2006..............................................         105.375%
                2007..............................................         103.583%
                2008..............................................         101.792%
                2009 and thereafter...............................         100.000%
</TABLE>



6.       OPTIONAL REDEMPTION UPON EQUITY OFFERING.

         At any time, or from time to time, on or prior to April 15 2004, the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings to redeem the Securities at a redemption price equal to 110.750% of
the principal amount thereof, plus accrued and unpaid interest, if any, thereon
to the date of redemption; provided that at least 65% of the principal amount of
Securities originally issued remains outstanding immediately after giving effect
to any such redemption. In order to effect the foregoing redemption with the net
cash proceeds of an Equity Offering, the Company shall make such redemption not
more than 120 days after the consummation of such Equity Offering.

7.       NOTICE OF REDEMPTION.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at such Holder's registered address. Securities in denominations of $1,000 may
be redeemed only in whole. The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000.

         If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

8.       CHANGE OF CONTROL OFFER.

         Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of repurchase.

9.       LIMITATION ON DISPOSITION OF ASSETS.

         The Company is, subject to certain conditions, obligated to make an
offer to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.


                                      A-5

<PAGE>

10.      DENOMINATIONS; TRANSFER; EXCHANGE.

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

11.      PERSONS DEEMED OWNERS.

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

12.      UNCLAIMED FUNDS.

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

13.      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

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

14.      AMENDMENT; SUPPLEMENT; WAIVER.

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

15.      RESTRICTIVE COVENANTS.

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


                                      A-6
<PAGE>

16.      DEFAULTS AND REMEDIES.

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

17.      TRUSTEE DEALINGS WITH COMPANY.

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

18.      NO RECOURSE AGAINST OTHERS.

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

19.      AUTHENTICATION.

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

20.      ABBREVIATIONS AND DEFINED TERMS.

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

21.      CUSIP NUMBERS.

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

22.      REGISTRATION RIGHTS.

         Pursuant to the Registration Rights Agreement, the Company will be
obligated upon the occurrence of certain events to consummate an exchange offer
pursuant to which the Holder of this Security shall have the right to exchange
this Series A Security for the Company's 10 3/4% Senior Notes due 2011, Series
B, which have been registered under the Securities Act, in like principal amount
and having terms identical in all material


                                      A-7

<PAGE>

respects as the Series A Securities. The Holders shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

         The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture and the Registration Rights
Agreement. Requests may be made to: FiberMark, Inc., 161 Wellington Road, P.O.
Box 498, Brattleboro, Vermont 05302, Attn: Chief Financial Officer.











                                      A-8

<PAGE>

                                    GUARANTEE


         The Guarantors (as defined in the Indenture referred to in the Security
upon which this notation is endorsed and each hereinafter referred to as a
"Guarantor," which term includes any successor person under the Indenture) have
unconditionally guaranteed on a senior basis (such guarantee by each Guarantor
being referred to herein as the "Guarantee") (i) the due and punctual payment of
the principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee and (ii) in case of any extension of time of payment
or renewal of any Securities or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise, in each case, all in accordance with the terms and subject to the
limitations set forth in Article Eleven of the Indenture.

         No stockholder, officer, director or incorporator, as such, past,
present or future, of any Guarantor shall have any liability under the Guarantee
by reason of his or its status as such stockholder, officer, director or
incorporator.

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

                                   GUARANTORS:

                                   FIBERMARK DURABLE SPECIALTIES, INC.




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



                                   FIBERMARK FILTER AND TECHNICAL PRODUCTS, INC.




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



<PAGE>


                                   FIBERMARK OFFICE PRODUCTS, LLC


                                   By:  FIBERMARK, INC., its Member-Manager




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



                                   FIBERMARK DSI INC.




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




<PAGE>


                                 ASSIGNMENT FORM


I or we assign and transfer this Security to


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

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

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


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

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


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

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



<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have this Security purchased by the Company
pursuant to Section 4.16 or Section 4.17 of the Indenture, check the appropriate
box:

                Section 4.16 [        ]     Section 4.17 [        ]

If you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.16 or Section 4.17 of the Indenture, state the amount: $


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

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



<PAGE>


                                                                      EXHIBIT B

                           [FORM OF SERIES B SECURITY]


                                 FIBERMARK, INC.

                               10 3/4% Senior Note
                          due April 15, 2011, Series B

                                                                CUSIP No.:
No.  [       ]                                                     $[        ]

         FIBERMARK, INC., a Delaware corporation (the "Company," which term
includes any successor corporation), for value received, promises to pay to
[               ] or registered assigns the principal sum of $[               ]
Dollars, on April 15, 2011.

         Interest Payment Dates: April 15 and October 15, commencing October 15,
2001

         Record Dates: April 1 and October 1.

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

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

Dated:

                                        FIBERMARK, INC.


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



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








                                      B-1

<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


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

Dated:                                     WILMINGTON TRUST COMPANY,
                                           as Trustee


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









                                       B-2
<PAGE>


                              (REVERSE OF SECURITY)

                                 FIBERMARK, INC.


                               10 3/4% Senior Note
                          due April 15, 2011, Series B
1.       INTEREST.

         FIBERMARK, INC., a Delaware corporation (the "Company'), promises to
pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semi-annually on April 15 and October
15 of each year (the "Interest Payment Date"), commencing October 15, 2001.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 15, 2001.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         The Company shall pay interest on overdue principal from time to time
on demand at the rate borne by the Securities plus 2% and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful.

2.       METHOD OF PAYMENT.

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

3.       PAYING AGENT AND REGISTRAR.

         Initially, Wilmington Trust Company (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
Co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
Co-Registrar.

4.       INDENTURE AND GUARANTEES.

         The Company issued the Securities under an Indenture, dated as of
April 18, 2001 (the "Indenture"), among the Company, the Guarantors and the
Trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general obligations of the Company limited in aggregate
principal amount to $330,000,000. Payment on each Security is guaranteed on a
senior basis, jointly and severally, by the Guarantors pursuant to Article
Eleven of the Indenture.

                                      B-3
<PAGE>

5.       OPTIONAL REDEMPTION.

         The Securities will be redeemable, at the Company's option, in whole at
any time or in part from time to time, on and after April 15, 2006 at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the twelve-month period commencing on October 15 of the years
set forth below, plus, in each case, accrued interest thereon to the date of
redemption:

<TABLE>
<CAPTION>

                 YEAR                                                          PERCENTAGE
                 ----                                                          ----------
                 <S>                                                           <C>

                 2006.................................................          105.375%
                 2007.................................................          103.583%
                 2008.................................................          101.792%
                 2009 and thereafter..................................          100.000%
</TABLE>


6.       OPTIONAL REDEMPTION UPON EQUITY OFFERING.

         At any time, or from time to time, on or prior to April 15, 2004, the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings to redeem the Securities, at a redemption price equal to 110.750% of
the principal amount thereof, plus accrued and unpaid interest, if any, thereon
to the date of redemption; provided that at least 65% of the principal amount of
Securities originally issued remains outstanding immediately after giving effect
to any such redemption. In order to effect the foregoing redemption with the net
cash proceeds of an Equity Offering, the Company shall make such redemption not
more than 120 days after the consummation of such Equity Offering.

7.       NOTICE OF REDEMPTION.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at such Holder's registered address. Securities in denominations of $1,000 may
be redeemed only in whole. The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000.

         If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

8.       CHANGE OF CONTROL OFFER.

         Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of repurchase.

9.       LIMITATION ON DISPOSITION OF ASSETS.

         The Company is, subject to certain conditions, obligated to make an
offer to purchase Securities at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.


                                      B-4
<PAGE>

10.      DENOMINATIONS; TRANSFER; EXCHANGE.

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

11.      PERSONS DEEMED OWNERS.

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

12.      UNCLAIMED FUNDS.

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

13.      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

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

14.      AMENDMENT; SUPPLEMENT; WAIVER.

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

15.      RESTRICTIVE COVENANTS.

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


                                      B-5
<PAGE>

16.      DEFAULTS AND REMEDIES.

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

17.      TRUSTEE DEALINGS WITH COMPANY.

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

18.      NO RECOURSE AGAINST OTHERS.

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

19.      AUTHENTICATION.

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

20.      ABBREVIATIONS AND DEFINED TERMS.

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

21.      CUSIP NUMBERS.

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

         The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture. Requests may be made to:
FiberMark, Inc., 161 Wellington Road, P.O. Box 498, Brattleboro, Vermont 05302,
Attn: Chief Financial Officer.



                                      B-6

<PAGE>


                                    GUARANTEE


         The Guarantors (as defined in the Indenture referred to in the Security
upon which this notation is endorsed and each hereinafter referred to as a
"Guarantor," which term includes any successor person under the Indenture) have
unconditionally guaranteed on a senior basis (such guarantee by each Guarantor
being referred to herein as the "Guarantee") (i) the due and punctual payment of
the principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee and (ii) in case of any extension of time of payment
or renewal of any Securities or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise, in each case, all in accordance with the terms and subject to the
limitations set forth in Article Eleven of the Indenture.

         No stockholder, officer, director or incorporator, as such, past,
present or future, of any Guarantor shall have any liability under the Guarantee
by reason of his or its status as such stockholder, officer, director or
incorporator.

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

                                   GUARANTORS:

                                   FIBERMARK DURABLE SPECIALTIES, INC.




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


                                   FIBERMARK FILTER AND TECHNICAL PRODUCTS, INC.




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


<PAGE>


                                   FIBERMARK OFFICE PRODUCTS, LLC


                                   By:  FIBERMARK, INC., its Member-Manager




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


                                   FIBERMARK DSI INC.




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




<PAGE>


                                 ASSIGNMENT FORM


I or we assign and transfer this Security to


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

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

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


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

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


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

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



<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have this Security purchased by the Company
pursuant to Section 4.16 or Section 4.17 of the Indenture, check the appropriate
box:


              Section 4.16 [       ]      Section 4.17 [       ]

         If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.16 or Section 4.17 of the Indenture, state the
amount: $__________

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

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



<PAGE>

                                                                      EXHIBIT C


                      FORM OF LEGEND FOR GLOBAL SECURITIES


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

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

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




                                      C-1

<PAGE>

                                                                      EXHIBIT D


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


         Re:    10 3/4% Senior Notes due 2011, Series A, and 10 3/4% Senior
                Notes due 2011, Series B (the "Securities"), of FiberMark, Inc.
                ----------------------------------------------------------------

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

The Transferor:*


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

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

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

         / /    Such Security is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.16(a)(II)(A) or Section
2.16(d)(i)(A) of the Indenture).

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

         / /    Such Security is being transferred to an institutional
"accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or
(7) of Rule 501 under the Act.

         / /    Such Security is being transferred in reliance on Regulation S
under the Act

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

         / /    Such Security is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the Act other
than Rule 144A or Rule 144 or Regulation S under the Act to a person other than
an institutional "accredited investor."

                                            ------------------------------------
                                            [INSERT NAME OF TRANSFEROR]


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

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

      *Check applicable box.






                                      D-1


<PAGE>

                                                                      EXHIBIT E


                            Form of Certificate To Be
                          Delivered in Connection with
                 TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS


                                                       -----------------, ----

Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware  19890
Attention:  Corporate Trust Administration


         Re:  FiberMark, Inc. (the "Company") Indenture (the "Indenture")
              relating to 10 3/4% Senior Notes due 2011, Series A, and 10 3/4%
              Senior Notes due 2011, Series B
              ----------------------------------------------------------------

Ladies and Gentlemen:

         In connection with our proposed purchase of 10 3/4% Senior Notes due
2011, Series A, and 10 3/4Senior Notes due 2011, Series B (the "Securities"), of
FiberMark, Inc. (the "Company"), we confirm that:

         1. We have received such information as we deem necessary in order to
make our investment decision.

         2. We understand that any subsequent transfer of the Securities is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Securities except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act").

         3. We understand that the offer and sale of the Securities have not
been registered under the Securities Act, and that the Securities may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Securities, we will do so only (A) to the
Company or any subsidiary thereof, (B) inside the United States in accordance
with Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined therein), (C) inside the United States to an institutional "accredited
investor" (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to the Trustee a signed letter
substantially in the form hereof, (D) outside the United States in accordance
with Regulations S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), (F)
in accordance with another exemption from the registration requirements of the
Securities Act or (G) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing
Securities from us a notice advising such purchaser that resales of the
Securities are restricted as stated herein.

         4. We understand that, on any proposed resale of Securities, we will be
required to furnish to the Trustee and the Company, such certification, legal
opinions and other information as the Trustee and the Company may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Securities purchased by us will
bear a legend to the foregoing effect.



                                      E-1

<PAGE>

         5. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or their investment, as the case may be.

         6. We are acquiring at least $100,000 of Securities and we are
acquiring the Securities purchased by us for our account or for one or more
accounts (each of which is an institutional "accredited investor") as to each of
which we exercise sole investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                            Very truly yours,

                                            [Name of Transferor]

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










                                      E-2

<PAGE>


                                                                      EXHIBIT F


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


                                                        -----------------, ----


Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware  19890
Attention:  Corporate Trust Administration


         Re:      FIBERMARK, INC. (THE "COMPANY")
                  10 3/4% SENIOR NOTES DUE 2011, SERIES A, AND
                  10 3/4% SENIOR NOTES DUE 2011, SERIES B
                  (THE "SECURITIES")


Dear Sirs:

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

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

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

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

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

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



                                      F-1
<PAGE>

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

                                                Very truly yours,

                                                [Name of Transferor]


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












                                      F-2