<PAGE>

                                                                     Exhibit 4.8


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


                         BIG FLOWER PRESS HOLDINGS, INC.


                                                  as Issuer
                             _____________________


                                       and


                       STATE STREET BANK AND TRUST COMPANY
                             _____________________


                                                 as Trustee


                                    INDENTURE


                          Dated as of December 9, 1998


                               up to $350,000,000


                    8 5/8% Senior Subordinated Notes due 2008


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


<PAGE>

                              CROSS-REFERENCE TABLE


TIA Section                                                Indenture Section
-----------                                                -----------------
Sections 310(a)(1) .....................................         7.10
            (a)(2) .....................................         7.10
            (a)(3) .....................................         N.A.
            (a)(4) .....................................         N.A.
            (a)(5)......................................         7.10
            (b) ........................................         7.8; 7.10; 11.2
            (c) ........................................         N.A.
Sections 311(a) ........................................         7.11
            (b) ........................................         7.11
            (c) ........................................         N.A.
Sections 312(a) ........................................         2.5
            (b) ........................................         11.3
            (c) ........................................         11.3
Sections 313(a) ........................................         7.6
            (b)(1) .....................................         7.6
            (b)(2) .....................................         7.6
            (c) ........................................         7.6; 11.2
            (d) ........................................         7.6
Sections 314(a) ........................................         4.6; 4.7; 11.2
            (b) ........................................         N.A.
            (c)(1) .....................................         11.4
            (c)(2) .....................................         11.4
            (c)(3) .....................................         N.A.
            (d) ........................................         N.A.
            (e) ........................................         11.5
            (f) ........................................         N.A.
Sections 315(a) ........................................         7.1(b)
            (b) ........................................         7.5; 11.2
            (c) ........................................         7.1(a)
            (d) ........................................         7.1(c)
            (e) ........................................         6.11
Sections 316(a) (last sentence) ........................         2.9
            (a)(1)(A) ..................................         6.5
            (a)(1)(B) ..................................         6.4
            (a)(2) .....................................         N.A.
            (b) ........................................         6.7
            (c).........................................         9.4
Sections 317(a)(1) .....................................         6.8
            (a)(2) .....................................         6.9
            (b) ........................................         2.4
Sections 318(a) ........................................         11.1
            (c).........................................         11.1

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

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


                                      -i-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                           Page
                                                                                                           ----

<S>                                                                                                         <C>
ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE.........................................................1

SECTION 1.1 Definitions.......................................................................................1
SECTION 1.2 Incorporation by Reference of Trust Indenture Act................................................23
SECTION 1.3 Rules of Construction............................................................................24

ARTICLE II  THE SECURITIES...................................................................................24

SECTION 2.1 Form and Dating..................................................................................24
SECTION 2.2 Execution and Authentication.....................................................................24
SECTION 2.3 Registrar and Paying Agent.......................................................................26
SECTION 2.4 Paying Agent To Hold Money in Trust..............................................................27
SECTION 2.5 Securityholder Lists.............................................................................27
SECTION 2.6 Transfer and Exchange............................................................................27
SECTION 2.7 Replacement Securities...........................................................................28
SECTION 2.8 Outstanding Securities...........................................................................28
SECTION 2.9 Treasury Securities..............................................................................29
SECTION 2.10 Temporary Securities............................................................................29
SECTION 2.11 Cancellation....................................................................................30
SECTION 2.12 Defaulted Interest..............................................................................30
SECTION 2.13 CUSIP Number....................................................................................30
SECTION 2.14 Book-Entry Provisions for Global Securities.....................................................31
SECTION 2.15 Special Transfer Provisions.....................................................................32

ARTICLE III  REDEMPTION......................................................................................34

SECTION 3.1 Notices to Trustee...............................................................................34
SECTION 3.2 Selection of Securities To Be Redeemed...........................................................34
SECTION 3.3 Notice of Redemption.............................................................................35
SECTION 3.4 Effect of Notice of Redemption...................................................................36
SECTION 3.5 Deposit of Redemption Price......................................................................36
SECTION 3.6 Securities Redeemed in Part......................................................................37

ARTICLE IV  COVENANTS........................................................................................37

SECTION 4.1 Payment of Securities............................................................................37
SECTION 4.2 Maintenance of Office or Agency..................................................................37
SECTION 4.3 Corporate Existence..............................................................................38
SECTION 4.4 Payment of Taxes and Other Claims................................................................38
SECTION 4.5 Maintenance of Properties; Books and Records; Compliance with Law................................39
SECTION 4.6 Compliance Certificates; Notice of Default.......................................................39

</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<CAPTION>

                                                                                                           Page
                                                                                                           ----

<S>                                                                                                         <C>
SECTION 4.7 Reports..........................................................................................41
SECTION 4.8 Limitation on Restricted Payments................................................................41
SECTION 4.9 Limitation on Additional Indebtedness............................................................44
SECTION 4.10 Dividends and Payment Restrictions..............................................................46
SECTION 4.11 Limitation on Liens.............................................................................47
SECTION 4.12 Limitation on Asset Sales.......................................................................47
SECTION 4.13 Transactions With Affiliates....................................................................51
SECTION 4.14 Limitation on Creation of Senior Subordinated Debt.  ...........................................52
SECTION 4.15 Change of Control...............................................................................53
SECTION 4.16 Waiver of Stay; Extension of Usury Laws.........................................................55
SECTION 4.17 Maintenance of Insurance........................................................................55

ARTICLE V  SUCCESSOR CORPORATION.............................................................................56

SECTION 5.1 Limitation on Mergers, Consolidations or Sales of Assets.........................................56
SECTION 5.2 Successor Entity Substituted.....................................................................57

ARTICLE VI  DEFAULT AND REMEDIES.............................................................................57

SECTION 6.1 Events of Default................................................................................57
SECTION 6.2 Acceleration.....................................................................................60
SECTION 6.3 Other Remedies...................................................................................61
SECTION 6.4 Waiver of Past Default...........................................................................62
SECTION 6.5 Control by Majority..............................................................................62
SECTION 6.6 Limitation on Suits..............................................................................62
SECTION 6.7 Rights of Holders To Receive Payment.............................................................63
SECTION 6.8 Collection Suit by Trustee.......................................................................63
SECTION 6.9 Trustee May File Proofs of Claim.................................................................63
SECTION 6.10 Priorities......................................................................................64
SECTION 6.11 Undertaking for Costs...........................................................................64
SECTION 6.12 Rights and Remedies Cumulative..................................................................65
SECTION 6.13 Delay or Omission Not Waiver....................................................................65

ARTICLE VII  TRUSTEE.........................................................................................65

SECTION 7.1 Duties of Trustee................................................................................65
SECTION 7.2 Rights of Trustee................................................................................67
SECTION 7.3 Individual Rights of Trustee.....................................................................68
SECTION 7.4 Trustee's Disclaimer.............................................................................68
SECTION 7.5 Notice of Defaults...............................................................................68
SECTION 7.6 Reports by Trustee to Holders....................................................................68
SECTION 7.7 Compensation and Indemnity.......................................................................69
SECTION 7.8 Replacement of Trustee...........................................................................70
SECTION 7.9 Successor Trustee by Merger, Etc.................................................................71
SECTION 7.10 Eligibility; Disqualification...................................................................71
SECTION 7.11 Preferential Collection of Claims Against Company...............................................71

</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<CAPTION>

                                                                                                           Page
                                                                                                           ----

<S>                                                                                                         <C>
ARTICLE VIII  DISCHARGE OF INDENTURE; DEFEASANCE.............................................................72

SECTION 8.1 Termination of the Company's Obligations.........................................................72
SECTION 8.2 Legal Defeasance and Covenant Defeasance.........................................................73
SECTION 8.3 Conditions to Legal Defeasance or Covenant Defeasance............................................75
SECTION 8.4 Application of Trust Money.......................................................................77
SECTION 8.5 Repayment to the Company.........................................................................78
SECTION 8.6 Reinstatement....................................................................................78

ARTICLE IX  AMENDMENTS, SUPPLEMENTS AND WAIVERS..............................................................79

SECTION 9.1 Without Consent of Holders.......................................................................79
SECTION 9.2 With Consent of Holders..........................................................................79
SECTION 9.3 Compliance with Trust Indenture Act..............................................................81
SECTION 9.4 Revocation and Effect of Consents................................................................81
SECTION 9.5 Notation on or Exchange of Securities............................................................82
SECTION 9.6 Trustee To Sign Amendments, Etc..................................................................82

ARTICLE X  SUBORDINATION.....................................................................................83

SECTION 10.1 Securities Subordinated to Senior Indebtedness..................................................83
SECTION 10.2 No Payment on Securities in Certain Circumstances...............................................83
SECTION 10.3 Securities Subordinated to Prior Payment of All Senior Indebtedness on
                 Dissolution, Liquidation or Reorganization of Company.......................................85
SECTION 10.4 Holders To Be Subrogated to Rights of Holders of Senior Indebtedness............................86
SECTION 10.5 Obligations of the Company Unconditional........................................................87
SECTION 10.6 Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.........................88
SECTION 10.7 Subordination Rights Not Impaired by Acts or Omissions of Company or
                 Holders of Senior Indebtedness..............................................................88
SECTION 10.8 Holders Authorize Trustee to Effectuate Subordination of Securities.............................89
SECTION 10.9 Right of Trustee to Hold Senior Indebtedness....................................................90
SECTION 10.10 Article X Not to Prevent Events of Default.....................................................90
SECTION 10.11 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.................................90

</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<CAPTION>

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                                                                                                           ----

<S>                                                                                                         <C>
ARTICLE XI  MISCELLANEOUS....................................................................................90

SECTION 11.1 Trust Indenture Act Controls....................................................................90
SECTION 11.2 Notices.........................................................................................91
SECTION 11.3 Communications by Holders with Other Holders....................................................92
SECTION 11.4 Certificate and Opinion of Counsel as to Conditions Precedent...................................92
SECTION 11.5 Statements Required in Certificate and Opinion of Counsel.......................................93
SECTION 11.6 Rules by Trustee, Paying Agent, Registrar.......................................................93
SECTION 11.7 Legal Holidays..................................................................................93
SECTION 11.8 GOVERNING LAW...................................................................................93
SECTION 11.9 No Recourse Against Others......................................................................94
SECTION 11.10 Successors.....................................................................................94
SECTION 11.11 Counterparts...................................................................................94
SECTION 11.12 Severability...................................................................................94
SECTION 11.13 Table of Contents, Headings, Etc...............................................................94
SECTION 11.14 No Adverse Interpretation of Other Agreements..................................................94
SECTION 11.15 Benefits of Indenture..........................................................................95
SECTION 11.16 Independence of Covenants......................................................................95

</TABLE>

Exhibit A-1 - Form of Series A Security
Exhibit A-2 - Form of Series B Security
Exhibit B   - Form of Legend for Global Securities
Exhibit C   - Transferee Certificate for Non-QIB Accredited Investors
Exhibit D   - Transferee Certificate for Transfers Pursuant Regulation S



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


                                      -v-

<PAGE>

                  INDENTURE dated as of December 9, 1998, between BIG FLOWER
PRESS HOLDINGS, INC., a corporation duly organized and existing under the laws
of the State of Delaware, as Issuer (the "Company"), and STATE STREET BANK AND
TRUST COMPANY, a national banking association duly organized and existing under
the laws of the United States, as Trustee (the "Trustee").

                  The parties hereto agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1  DEFINITIONS.

                  "Accrued Bankruptcy Interest" means all interest accruing
subsequent to the occurrence of any events specified in Section 6.1(vi) or (vii)
or which would have accrued but for any such event.

                  "Adjusted Consolidated Net Income" means, with respect to any
Person for any period, (i) the Consolidated Net Income of such Person for such
period plus (ii) in the case of the Company and its Restricted Subsidiaries, (A)
all cash received during such period by the Company or any Restricted Subsidiary
from its Unrestricted Subsidiaries but only to the extent that the Company
elects to so include such cash payments (in whole or in part) in Adjusted
Consolidated Net Income and not as a reduction in the carrying value of the
Investment in such Unrestricted Subsidiary (whether or not in accordance with
GAAP), such election to be made prior to the making of a Restricted Payment
based upon such cash received and (B) amortization, depreciation and other
non-cash charges relating to acquisitions by the Company since its formation,
including goodwill, non-compete agreements, the stepped-up basis on assets
acquired and deferred financing costs, in each case to the extent such items
reduced Consolidated Net Income. Each item of Adjusted Consolidated Net Income
will be determined in conformity with GAAP, except as set forth in this
definition and except that, for purposes of the application of Accounting
Principles Board Opinions Nos. 16 and 17, such Person may select an amortization
practice allowable by GAAP up to 40 years, notwithstanding the use of a
different amortization in such Person's consolidated financial statements. Any
designation of a Subsidiary of the Company as a Restricted Subsidiary or
Unrestricted Subsidiary at or prior to the time of the calculation 

<PAGE>
                                      -2-


of Adjusted Consolidated Net Income of a Subsidiary will be treated as if it had
occurred at the beginning of the applicable period.

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

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

                  "Agent Bank" means Bankers Trust Company and/or any successor
agent or agents pursuant to the Credit Agreement.

                  "Agent Members" has the meaning provided in Section 2.14.

                  "Asset Sale" means, with respect to any Person, in one or a
series of related transactions, the sale, lease, conveyance, disposition or
other transfer by the referent Person of any of its assets (including by way of
sale and leaseback and including the sale or other transfer or issuance of any
of the Capital Stock of any Subsidiary of the referent Person); PROVIDED that
notwithstanding the foregoing, the term "Asset Sale" shall not include the sale,
lease, conveyance, disposition or other transfer of (i) all or substantially all
of the assets of the Company, as permitted pursuant to Section 5.1, (ii) any
assets between the Company and any Restricted Subsidiary, (iii)(A) cash and cash
equivalents, (B) inventory and (C) any other tangible or intangible asset, in
each case in the ordinary course of business of the Company or the Restricted
Subsidiaries, (iv) the sale of accounts receivable pursuant to the Receivables
Financing or (v) the sale or discount, in each case without recourse, of
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof.

                  "Asset Sale Payment Date" has the meaning provided in 
Section 4.12.

<PAGE>
                                      -3-


                  "Average Life" means, as of the date of determination, with
respect to any security or instrument, the quotient obtained by dividing (i) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment or, in the case of
Redeemable Stock, each successive scheduled mandatory redemption payment of such
security or instrument multiplied by the amount of such principal payment or, in
the case of Redeemable Stock, mandatory redemption payment by (ii) the sum of
all such principal payments or, in the case of Redeemable Stock, mandatory
redemption payments.

                  "Bankruptcy Law" means Title 11 of the U.S. Code or any 
similar federal or state law for the relief of debtors.

                  "Board of Directors" means with respect to the Company or any
Person, the board of directors of the Company or such Person or any committee of
such board of directors duly authorized to act for it hereunder.

                  "Board Resolution" means with respect to the Company or any
Person, a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or such Person to have been duly adopted by the Board
of Directors of the Company or 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 except a Saturday, a Sunday or
any day on which banking institutions in New York, New York, Hartford,
Connecticut or any city in which the principal trust office of the Trustee is
located are required or authorized by law, regulation or other governmental
action to be closed.

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

                  "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock.

                  "Cash Equivalents" means, at any time, (i) any evidence of
Indebtedness with a maturity of one year or less from the date of acquisition
issued or directly and fully guaranteed or insured by the United States of
America or any agency or in-

<PAGE>
                                      -4-


strumentality thereof; PROVIDED that the full faith and credit of the United
States of America or any agency or instrumentality thereof is pledged in support
thereof; (ii) bank deposits of, or certificates of deposit or acceptances with a
maturity of one year or less from the date of acquisition of, any financial
institution that is a member of the Federal Reserve System having combined
capital and surplus and undivided profits of not less than $500,000,000; (iii)
commercial paper with a maturity of one year or less from the date of
acquisition issued by a corporation (except an Affiliate of the Company)
organized under the laws of any state of the United States or the District of
Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1
by Moody's Investors Service, Inc.; (iv) repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued 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; PROVIDED that
the terms of such agreements comply with the guidelines set forth in the Federal
Financial Agreements of Depositary Institutions With Securities Dealers and
Others, as adopted by the Comptroller of the Currency on October 31, 1985; and
(v) money market funds and mutual funds, the assets of which are solely invested
in (i) through (iv) above.

                  "Change of Control" means (i) an event or series of events by
which any Person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner (as defined under Rule 13d-3
under the Exchange Act) directly or indirectly of more than 50% of the combined
voting power of the then outstanding securities of the Company ordinarily (and
apart from rights accruing under certain circumstances) having the right to vote
in the election of directors or (ii) the replacement of a majority of the Board
of Directors over a one-year period from the directors who constituted the Board
of Directors at the beginning of such period, which replacement shall not have
been approved by the Board of Directors as so constituted at the beginning of
such period or (a) by directors whose nomination for election by the
stockholders of the Company was approved by such Board of Directors or (b) by
directors elected by such Board of Directors or (c) by directors approved in the
same manner as (a) or (b) above that were nominated or elected by directors
approved as set forth in (a) or (b) above. Notwithstanding the foregoing, a
Change of Control shall not be deemed to have occurred if one or more of the
above events occurs or circumstances exist and, after giving effect to the
transaction giving rise to such events or 

<PAGE>
                                      -5-


circumstances, the Company's Fixed Charge Coverage Ratio is 3.0 to 1 or greater.

                  "Change of Control Date" has the meaning provided in
Section 4.15.

                  "Change of Control Offer" has the meaning provided in 
Section 4.15.

                  "Change of Control Payment Date" has the meaning provided in 
Section 4.15.

                  "Change of Control Purchase Price" has the meaning provided in
Section 4.15.

                  "Common Stock" means, with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of, such Person's common stock,
whether outstanding at 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 in accordance with the provisions of this
Indenture and, thereafter, means the successor.

                  "Consolidated EBITDA" means, with respect to any Person for
any period and without duplication, the Adjusted Consolidated Net Income of such
Person for such period plus (a) provision for taxes based on income or profits
to the extent such provision for taxes was included in computing Adjusted
Consolidated Net Income, plus (b) consolidated Interest Expense, whether paid or
accrued, to the extent such expense was deducted in computing Adjusted
Consolidated Net Income (including amortization of original issue discount and
non-cash interest payments), plus (c) depreciation, amortization and other
non-cash charges to the extent such depreciation, amortization and other
non-cash charges were deducted in computing Adjusted Consolidated Net Income
(including amortization of goodwill and other intangibles).

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the (a) consolidated Interest Expense, whether paid or accrued,
to the extent such expense was deducted in computing Adjusted Consolidated Net
Income (including amortization of original issue discount and non-cash inter-

<PAGE>
                                      -6-


est payments) and (b) aggregate amount of all dividends paid or accumulated by
such Person during such period on Qualified Preferred Stock and all cash
dividend payments by such Person during such period on all series of other
preferred stock of such Person and its Subsidiaries, other than dividends paid
by such Person during such period on preferred stock of Unrestricted
Subsidiaries and dividends paid to such Person or its Subsidiaries (other than
in the case of the Company and its Restricted Subsidiaries, Unrestricted
Subsidiaries) times a fraction, the numerator of which is one and the
denominator of which is one minus the then Current Effective Consolidated Tax
Rate of such Person during such period.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate net income (or loss) of such Person and its
Subsidiaries (other than, in the case of the Company and its Subsidiaries,
Unrestricted Subsidiaries) for such period, on a consolidated basis, determined
in accordance with GAAP; PROVIDED that (i) the net income (or loss) of any
Person which is not a Subsidiary of the referent Person or is accounted for by
the equity method of accounting by such referent Person shall be included only
to the extent of the amount of cash dividends or distributions (including tax
sharing payments) paid to the referent Person during such period or a Subsidiary
of the referent Person (other than, in the case of the Company and its
Restricted Subsidiaries, Unrestricted Subsidiaries), (ii) except to the extent
includable pursuant to the foregoing clause (i), the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of such Person or is
merged into or consolidated with such Person or any of its Subsidiaries or that
Person's assets are acquired by such Person or any of its Subsidiaries shall be
excluded, (iii) any gains or losses of such Person for such period attributable
to Asset Sales net of related tax costs or tax benefits, as the case may be,
shall be excluded and (iv) all extraordinary gains or losses of such Person for
such period shall be excluded.

                  "Consolidated Net Worth" means, with respect to any Person, at
any date of determination, the sum of the Capital Stock and additional paid-in
capital plus retained earnings (or minus accumulated deficit) of such Person and
its Subsidiaries on a consolidated basis, less amounts attributable to
Redeemable Stock of such Person, each item to be determined in conformity with
GAAP (excluding the effects of (i) foreign currency exchange adjustments under
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 52 and 

<PAGE>
                                      -7-


(ii) the application of Accounting Principles Board Opinions Nos. 16 and 17 and
related interpretations).

                  "Consolidated Tangible Assets" means, with respect to any
Person, at any time, the total consolidated assets of such Person less the
consolidated assets of such Person which constitute goodwill, in each case as
set forth on such Person's most recent balance sheet.

                  "Covenant Defeasance" has the meaning provided in Section 8.2.

                  "Credit Agreement" means that certain amended and restated
credit agreement dated as of June 22, 1998, by and among the Company, certain of
its Subsidiaries, Big Flower Holdings, Inc., certain financial institutions
parties thereto and Bankers Trust Company and Credit Suisse First Boston, as
agents, providing for a revolving credit facility, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, supplemented,
extended, renewed, refunded, refinanced, restructured or replaced from time to
time (including, without limitation, any extension of maturity thereof, or the
inclusion of additional borrowers or guarantors thereunder), in each case in
whole or in part, whether by the same or any other lender or group of lenders.

                  "Currency Agreement" means the obligations of any Person
pursuant to any foreign exchange contract, currency swap agreement or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in currency values.

                  "Current Effective Consolidated Tax Rate" means, with respect
to any Person for any period, cash income taxes paid or payable by such Person
for such period DIVIDED by the amount of income used in determining the amount
of such cash income taxes paid or payable, in each case without giving effect to
any gains on Asset Sales.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official charged with maintaining possession or control
over property for one or more creditors.

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

<PAGE>
                                      -8-


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

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness under the Credit Agreement and (ii) any Senior Indebtedness
permitted under this Indenture having a principal amount of at least $15.0
million that is designated as "Designated Senior Indebtedness" by written notice
from the Company to the Trustee.

                  "8 7/8% Notes" means the $350 million aggregate principal
amount of the Company's 8 7/8% Senior Subordinated Notes due 2007.

                  "8 7/8% Issue Date" means June 20, 1997.

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

                  "Event of Default" has the meaning provided in Section 6.1.

                  "Excess Proceeds" has the meaning provided in Section 4.12.

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

                  "Existing Indebtedness" means Indebtedness of the Company and
the Restricted Subsidiaries (other than Indebtedness under the Credit Agreement)
in existence on the Issue Date.

                  "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, in the case of any
assets or property the fair market value of which exceeds $1.5 million, be
evidenced by a Board Resolution (certified by the Secretary or Assistant
Secretary of the Company) delivered to the Trustee.

<PAGE>
                                      -9-


                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of Consolidated EBITDA for such Person for such
period to Consolidated Fixed Charges for such Person for such period. For
purposes of the foregoing computation, in calculating Consolidated EBITDA and
Consolidated Fixed Charges, (a) the transaction giving rise to the need to
calculate the Fixed Charge Coverage Ratio shall be assumed to have occurred on
the first day of the four-quarter period for which the Fixed Charge Coverage
Ratio is being determined (the "Reference Period"), (b) any acquisition or
divestiture of assets or the Capital Stock of any Subsidiary of such Person
(Restricted Subsidiary, in the case of the Company) which occurred during the
Reference Period or subsequent to the Reference Period and prior to the date of
the transaction referenced in clause (a) above (the "Transaction Date") shall be
assumed to have occurred on the first day of the Reference Period, excluding, in
the case of an acquisition of assets or Capital Stock, any operating expense or
cost reduction of such Person or the Person to be acquired which, in the good
faith estimate of management, will be eliminated or realized, as the case may
be, as a result of such acquisition, as if such acquisition of assets or Capital
Stock (including the incurrence of any Indebtedness in connection with any such
acquisition and the application of the proceeds thereof) took place on the first
day of the Reference Period and as if the elimination of such operating expense
and the realization of such cost reductions were achieved on the first day of
the Reference Period; PROVIDED that the foregoing eliminations of operating
expenses and realizations of cost reductions shall be of the types permitted to
be given effect to in accordance with Article 11 of Regulation S-X under the
Exchange Act as in effect on the Issue Date, (c) the incurrence of any
Indebtedness during the Reference Period or subsequent to the Reference Period
and on or prior to the Transaction Date and the application of the proceeds
therefrom shall be assumed to have occurred on the first day of the Reference
Period, (d) Consolidated Fixed Charges attributable to any Indebtedness (whether
existing or being incurred) computed on a PRO FORMA basis and bearing a floating
interest rate shall be computed as if the rate in effect on the Transaction Date
had been the applicable rate for the entire period, unless such Person or any of
its Subsidiaries (Restricted Subsidiaries, in the case of the Company) is party
to an Interest Rate Agreement which will remain in effect for the twelve-month
period after the Transaction Date and which has the effect of fixing the
interest rate on the date of computation, in which case such rate (whether
higher or lower) shall be used and (e) there shall be excluded from Consolidated
Fixed Charges any portion of such Consolidated Fixed Charges related 

<PAGE>
                                      -10-


to any amount of Indebtedness that was outstanding during or subsequent to the
Reference Period but is not outstanding on the Transaction Date, except for
Consolidated Fixed Charges actually incurred with respect to Indebtedness
borrowed (as adjusted pursuant to clause (d)) under a revolving credit or
similar arrangement to the extent the commitment thereunder remains in effect on
the Transaction Date.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board ("FASB") or in such
other statements by such other entity as approved by a significant segment of
the accounting profession which are in effect in the United States at the time
and for the period as to which such accounting principles are to be applied;
PROVIDED, HOWEVER, that, for purposes of determining compliance with covenants
in this Indenture, "GAAP" means such generally accepted accounting principles as
in effect as of the Issue Date.

                  "Global Security" has the meaning provided in Section 2.2.

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

                  "Holder" or "Securityholder" means a Person in whose name a
Security is registered. The Holder of a Security will be treated as the owner of
such Security for all purposes.

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become directly or indirectly liable
in respect of such Indebtedness or other obligation or the recording, as
required pursuant to generally accepted accounting principles or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person
(and "incurrence," "incurred," "in-

<PAGE>
                                      -11-


currable" and "incurring" shall have meanings correlative to the foregoing).

                  "Indebtedness" means, with respect to any Person, any
indebtedness in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement obligations with respect thereto) or
representing the balance deferred and unpaid of the purchase price of any
property (including pursuant to financing leases), if and to the extent any of
the foregoing indebtedness would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP (except that any such balance that
constitutes a trade payable and/or an accrued liability arising in the ordinary
course of business shall not be considered Indebtedness), and shall also
include, to the extent not otherwise included, any Capital Lease Obligations,
the maximum fixed repurchase price of any Redeemable Stock or preferred stock of
any Subsidiary (Restricted Subsidiary, in the case of the Company) of such
Person (except, with respect to the Company, to the extent such Restricted
Subsidiary guarantees the obligations under the Securities), indebtedness
secured by a Lien to which the property or assets owned or held by such Person
are subject, whether or not the obligations secured thereby shall have been
assumed and guarantees of items that would be included within this definition to
the extent of such guarantees (exclusive of whether such items would appear upon
such balance sheet). For purposes of the preceding sentence, the maximum fixed
repurchase price of any Redeemable Stock or preferred stock of any Restricted
Subsidiary of such Person which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Stock or such
preferred stock as if such Redeemable Stock or such preferred stock were
repurchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture; PROVIDED that if such Redeemable Stock or such
preferred stock is not then permitted to be repurchased, the repurchase price
shall be the book value of such Redeemable Stock or such preferred stock. The
amount of Indebtedness of any Person at any date shall be, in the case of
Indebtedness of others secured by a Lien to which the property or assets owned
or held by such Person are subject, the lesser of the fair market value at such
date of any asset subject to a Lien securing the Indebtedness of others and the
amount of the Indebtedness secured.

                  "Indenture" means this Indenture as amended or supplemented
from time to time pursuant to the terms hereof.

<PAGE>
                                      -12-


                  "Independent Financial Advisor" means an accounting,
appraisal, investment banking or consulting firm of nationally recognized
standing that is, in the reasonable and good faith judgment of the Board of
Directors of the Company, qualified to perform the task for which such firm has
been engaged and disinterested and independent with respect to the Company and
its Affiliates.

                  "Initial Purchasers" means BT Alex. Brown Incorporated, Chase 
Securities Inc. and Goldman, Sachs & Co.

                  "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," when used with respect to any Security, means the
amount of all interest accruing on such Security, including all interest
accruing subsequent to the occurrence of any events specified in Sections
6.1(a)(vi) and (vii) or which would have accrued but for any such event.

                  "Interest Expense" means, with respect to any Person, for any
period, the aggregate amount of interest in respect of Indebtedness (including
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing and the net cost (benefit)
associated with Interest Rate Agreements, and excluding amortization of deferred
finance fees) and all but the principal component of rentals in respect of
Capital Lease Obligations, paid, accrued or scheduled to be paid or accrued by
such Person during such period.

                  "Interest Payment Date," when used with respect to any
Security, means the stated maturity of an installment of interest specified in
such Security.

                  "Interest Rate Agreements" means the obligations of any Person
pursuant to any interest rate swap agreement, interest rate collar agreement or
other similar agreement or arrangement designed to protect such Person or any of
its Subsidiaries against fluctuations in interest rates.

                  "Investment" means any direct or indirect advance, loan (other
than advances to customers in the ordinary course of business which are recorded
as accounts receivable on the balance sheet of any Person or its Subsidiaries)
or other extension of credit or capital contribution to (by means of any
transfer of cash or other property to others or any payment for 

<PAGE>
                                      -13-


property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities
issued by any other Person; in each case, other than as a result of the issuance
of Capital Stock of such Person or the delivery of Capital Stock of such
Person's direct or indirect parent. For the purpose of Section 4.8, (i)
"Investment" shall include and be valued at the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary and shall exclude the fair market value
of the net assets of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions (including tax sharing payments) in
connection with such Investment to the extent such distribution constitutes a
return on capital in accordance with GAAP; PROVIDED, HOWEVER, that in the case
of an Investment in an Unrestricted Subsidiary, the Company may elect to include
such cash payments (in whole or in part) in Adjusted Consolidated Net Income and
not as a reduction in the carrying value of the Investment in such Unrestricted
Subsidiary (whether or not in accordance with GAAP), such election to be made
prior to the making of a Restricted Payment based upon such dividend or
distribution.

                  "Issue Date" means December 9, 1998, the date of first
issuance of the Notes under this Indenture.

                  "Legal Defeasance" has the meaning provided in Section 8.2.

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

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

<PAGE>
                                      -14-


                  "Maturity Date" means, when used with respect to any Security,
the date specified in such Security as the fixed date on which the final
installment of principal of such Security is due and payable (in the absence of
any acceleration thereof pursuant to Section 6.2 or any Net Proceeds Offer or
Change of Control Offer).

                  "Net Proceeds" means, with respect to any Asset Sale, the
aggregate amount of U.S. Legal Tender (including any cash received by way of
deferred payment pursuant to a note receivable issued in connection with such
Asset Sale, other than the portion of such deferred payment constituting
interest, and including any amounts received as disbursements or withdrawals
from any escrow or similar account established in connection with any such Asset
Sale, but, in each such case, only as and when so received) received by the
Company or any of its Restricted Subsidiaries in respect of such Asset Sale, net
of (i) the cash expenses of such sale (including, without limitation, the
payment of principal, premium, if any, and interest on Indebtedness required to
be paid as a result of such Asset Sale (other than pursuant to Section 4.12) and
legal, accounting and investment banking fees and sales commissions), (ii) taxes
paid or payable as a result thereof, (iii) any portion of cash proceeds which
the Company determines in good faith should be reserved for post-closing
adjustments, it being understood and agreed that on the day that all such
post-closing adjustments have been determined, the amount (if any) by which the
reserved amount in respect of such Asset Sale exceeds the actual post-closing
adjustments payable by the Company or any of its Subsidiaries shall constitute
Net Proceeds on such date and (iv) any relocation expenses and pension,
severance and shutdown costs incurred as a result thereof.

                  "Net Proceeds Offer" has the meaning provided in Section 4.12.

                  "Net Proceeds Payment Date" has the meaning provided in
Section 4.12.

                  "Non-U.S. Person" means a Person who is not a U.S. Person, as
defined in Regulation S.

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

<PAGE>
                                      -15-


                  "Offering Memorandum" means the Offering Memorandum dated
December 2, 1998 pursuant to which $250.0 million of the Securities were
offered, and any supplement thereto.

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

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

                  "Offshore Physical Securities" has the meaning provided in 
Section 2.2.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee, which may include outside
or in-house counsel to the Company.

                  "Paying Agent" has the meaning provided in Section 2.3.

                  "Payment Blockage Period" has the meaning provided in 
Section 10.2.

                  "Permitted Investments" means (i) cash or Cash Equivalents,
(ii) Investments that are in Persons (including Unrestricted Subsidiaries) who
derive substantial revenues from operations similar or ancillary to the business
of the Company or its Restricted Subsidiaries as conducted at the time of such
Investment and that have the purpose of furthering the operations of the Company
and its Restricted Subsidiaries; PROVIDED that Investments of the type described
in this clause (ii) shall not exceed $25.0 million at any one time outstanding
in the case of Persons which are not Restricted Subsidiaries or which do not in
connection with such Investment become a Restricted Subsidiary, (iii) advances
to employees and officers of the Company and its Subsidiaries not in excess of
$1.0 million at any one time outstanding, (iv) loans to employees, officers and
directors of the Company and its Subsidiaries to finance the purchase of Equity
Interests in the Company, (v) accounts receivable created or acquired in the
ordinary course of business, (vi) obligations or shares of Capital Stock
received in connection with any good faith settlement or bankruptcy proceeding
involving a claim relating to a Permitted Investment, (vii) Currency Agreements
and Interest Rate Agreements and other similar agreements designed to hedge
against 

<PAGE>
                                      -16-


fluctuations in foreign exchange rates and interest rates entered into in the
ordinary course of business in connection with the operation of the Company's or
its Restricted Subsidiaries' businesses and (viii) agreements designed to hedge
against fluctuations in the cost of raw materials entered into in the ordinary
course of business in connection with the operation of the Company's and its
Restricted Subsidiaries' business ("Raw Material Hedge Agreements").

                  "Permitted Liens" means (i) Liens for taxes, assessments,
governmental charges or claims not yet due or which are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted
and if a reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (ii) statutory Liens of
landlords and carriers', warehousemen's, mechanics', suppliers', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business,
deposits made to obtain the release of such Liens, and with respect to amounts
not yet delinquent for a period of more than 60 days or being contested in good
faith by appropriate proceedings, if a reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made
therefor; (iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security; (iv) Liens incurred or deposits made to secure
the performance of tenders, bids, leases, statutory obligations, surety and
appeal bonds, government contracts, performance and return of money bonds and
other obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (v) easements,
rights-of-way, zoning or other restrictions, minor defects or irregularities in
title and other similar charges or encumbrances not interfering in any material
respect with the business of the Company or any of its Restricted Subsidiaries
incurred in the ordinary course of business; (vi) Liens (including extensions,
renewals and replacements thereof) upon real or tangible personal property
acquired after the date of this Indenture whether or not such Liens existed on
the date of acquisition of such property; PROVIDED that (a) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including the cost of
construction) of the item of property subject thereto, (b) the principal amount
of the Indebtedness secured by such Lien does not exceed 100% of such cost, (c)
such Lien does not extend to or cover any other property other than such item of
property and any improvements on such 

<PAGE>
                                      -17-


item and (d) the incurrence of such Indebtedness is permitted by Section 4.9;
(vii) Liens securing reimbursement obligations with respect to letters of credit
which encumber documents and other property relating to such letters of credit
and the products and proceeds thereof; (viii) Liens in favor of customs and
revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods; (ix) judgment and attachment
Liens not giving rise to an Event of Default; (x) leases or subleases granted to
others not interfering in any material respect with the business of the Company
or any of its Restricted Subsidiaries; (xi) Liens encumbering customary initial
deposits and margin deposits, and other Liens incurred in the ordinary course of
business and which are within the general parameters customary in the industry,
in each case securing Indebtedness under Interest Rate Agreements, Currency
Agreements and Raw Material Hedge Agreements; (xii) Liens encumbering deposits
made to secure obligations arising from statutory, regulatory, contractual or
warranty requirements of the Company or its Subsidiaries, (xiii) Liens arising
out of consignment or similar arrangements for the sale of goods entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business of the Company and its Restricted Subsidiaries; (xiv) any interest or
title of a lessor in the property subject to any Capital Lease Obligations or
operating lease; (xv) Liens arising from filing Uniform Commercial Code
financing statements regarding leases; (xvi) Liens permitted or required by the
Credit Agreement as in effect on the Issue Date; (xvii) Liens securing Senior
Indebtedness and Liens on assets of Restricted Subsidiaries securing
Indebtedness of such Restricted Subsidiaries; (xviii) Liens between the Company
and any Restricted Subsidiary or between Restricted Subsidiaries; (xix) Liens on
assets of Restricted Subsidiaries securing letters of credit issued in the
ordinary course of business of such Restricted Subsidiaries; (xx) additional
Liens at any one time outstanding with respect to assets of the Company and its
Restricted Subsidiaries the fair market value of which does not exceed $15.0
million on the date of determination; (xxi) Liens existing on the Issue Date and
any extensions, renewals or replacements thereof; (xxii) Liens deemed to arise
from the Receivables Financing; and (xxiii) the Lien granted to the Trustee
under this Indenture and any substantially equivalent Lien granted to any
trustee or similar institution under any indenture for Indebtedness permitted by
the terms of this Indenture.

                  "Person" means any individual, corporation, partnership, joint
venture, incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization 

<PAGE>
                                      -18-


or government or any agency or political subdivision thereof or other entity of
any kind.

                  "Physical Security" means, collectively, the Offshore Physical
Securities and the U.S. Physical Securities.

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

                  "preferred stock," as applied to the Capital Stock of any
Person, means Capital Stock of such Person (other than Common Stock of such
Person) of any class or classes (however designated) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.

                  "Private Placement Legend" means the legend initially set
forth on the Series A Securities in the form set forth on Exhibit A-1.

                  "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.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "Qualified Preferred Stock" means preferred stock of the
Company that is designated as such pursuant to clause (ii) or (iv) of the second
paragraph of Section 4.8.

                  "Raw Material Hedge Agreements" has the meaning provided in 
the definition of "Permitted Investments."

                  "Receivables Financing" means the receivables facility in
effect on the Issue Date in the amount of $150.0 million, pursuant to which (x)
the Company's Subsidiaries from time to time sell or otherwise transfer accounts
receivable and related assets to a special-purpose corporation (the "Receivables
Subsidiary") and (y) the Receivables Subsidiary sells or otherwise transfers
accounts receivable and related assets (or interests therein) to the purchasers,
as the same may be amended, modified, supplemented, extended, renewed, refunded,
refinanced, restructured or replaced from time to time (includ-

<PAGE>
                                      -19-


ing, without limitation, any extension of maturity thereof, or the inclusion of
additional purchasers thereunder).

                  "Redeemable Stock" means any Equity Interest which, by its
terms (or by terms of any security into which it is convertible or for which it
is exchangeable before the Stated Maturity of the Securities) or upon the
happening of any event, matures or is mandatorily redeemable (other than for
Capital Stock not constituting Redeemable Stock), in whole or in part, prior to
the Maturity Date, or is, by its terms or upon the happening of any event,
redeemable at the option of the holder thereof, in whole or in part, at any time
prior to the Maturity Date, except for Equity Interests of the Company issued to
employees, officers and directors of the Company and its Subsidiaries pursuant
to agreements containing provisions for the repurchase of such Equity Interest
upon death, disability or termination of employment or directorship of such
Persons; PROVIDED that any Equity Interest that is considered to be Redeemable
Stock solely because it is redeemable upon the occurrence of the same events
that would require a redemption or repurchase of the Securities shall not be
deemed to be Redeemable Stock; PROVIDED, FURTHER, that such Equity Interest is
not convertible or exchangeable into debt.

                  "Redemption Date" means, with respect to any Security, the
Maturity Date of such Security or the date on which such Security is to be
redeemed by the Company pursuant to the terms of the Securities.

                  "Refinancing Indebtedness" has the meaning provided in clause
(ix) of the second paragraph of Section 4.9.

                  "Refunding Equity Interests" has the meaning provided in
clause (ii)(A) of the second paragraph of Section 4.8.

                  "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 provided in Section 2.3.

                  "Registration Rights Agreement" means the Registration Rights
Agreement by and among the Company and the Initial Purchasers, relating to
$250.0 million of the Securities and dated the Issue Date, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

<PAGE>
                                      -20-


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

                  "Representative" means the indenture trustee or other trustee,
agent or representative for any Senior Indebtedness.

                  "Restricted Payment" has the meaning provided in Section 4.8.

                  "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
which at the time of determination is not an Unrestricted Subsidiary. The Board
of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary only if, immediately after giving effect to such
designation, the Company could incur at least $1.00 of additional Indebtedness
pursuant to the first paragraph of Section 4.9 (without giving effect to clauses
(i) through (xvi) of the second paragraph thereof), on a pro forma basis taking
into account such designation.

                  "Retired Equity Interests" has the meaning provided in clause
(ii)(A) of the second paragraph of Section 4.8.

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

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Series A Securities and Series B
Securities, as amended or supplemented from time to time in accordance with the
terms hereof, that are issued pursuant to this Indenture.

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

                  "Securityholder" means Holder.

                  "Senior Indebtedness" means any Indebtedness permitted to be
incurred under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Securities. Notwithstanding anything 

<PAGE>
                                      -21-


to the contrary in the foregoing, Senior Indebtedness shall not include (a)
Indebtedness that is expressly subordinate or junior in right of payment to any
Indebtedness of the Company, (b) Indebtedness that is represented by Redeemable
Stock, (c) any liability for Federal, state, local or other taxes owed or owing
by the Company, (d) Indebtedness of the Company to any Subsidiary of the
Company, (e) trade payables and (f) Indebtedness that is incurred in violation
of this Indenture (but, as to any such Indebtedness, no such violation shall be
deemed to exist for purposes of this definition if the holder(s) of such
obligation or their representative or the Company shall have furnished to the
Trustee an opinion of counsel unqualified in all material respects, addressed to
the Trustee (which legal counsel may, as to matters of fact, rely upon an
officers' certificate of the Company) to the effect that the incurrence of such
Indebtedness does not violate the provisions of this Indenture).

                  "Series A Securities" means the 8 5/8% Senior Subordinated
Notes due 2008, Series A, issued, authenticated and delivered under this
Indenture, as amended or supplemented from time to time pursuant to the terms of
this Indenture, substantially in the form set forth in Exhibit A-1.

                  "Series B Securities" means the 8 5/8% Senior Subordinated
Notes due 2008, Series B (the terms of which are identical to the Series A
Securities except that the Series B Securities shall be registered under the
Securities Act, and shall not contain the restrictive legend on the face of the
form of the Series A Securities), to be issued in exchange for the Series A
Securities pursuant to the Registered Exchange Offer and this Indenture,
substantially in the form set forth in Exhibit A-2.

                  "Significant Restricted Subsidiary" means any Restricted
Subsidiary which accounted for more than 10% of the Company's Consolidated
Tangible Assets or more than 10% of the Company's consolidated revenues or more
than 10% of the Company's Consolidated EBITDA, in each case as of the end of, or
for, the Company's most recent fiscal year.

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

<PAGE>
                                      -22-


                  "Subsidiary" with respect to any Person, means (i) 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 (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at such time, directly or indirectly, owned by
such Person.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code 
ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture.

                  "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.

                  "Trust Officer" means an officer of the Trustee assigned to
the Corporate Trustee Administration Department or similar department performing
corporate trust work, or any successor to such department or, in the case of a
successor trustee, an officer assigned to the department, division or group
performing the corporate trust work of such successor.

                  "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company which at the time of determination is an Unrestricted Subsidiary (as
designated by the Board of Directors, as provided below) and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary, unless such Subsidiary owns any
Capital Stock of, or owns, or holds any Lien on, any property of, any other
Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so
designated; PROVIDED that (a) the Company certifies that such designation
complies with Section 4.8 and (b) each Subsidiary to be so designated and each
of its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if, immediately after giving effect to such
designation, the Company could incur at least $1.00 of additional Indebtedness
pursuant to the first paragraph of Section 4.9 (without giving effect to clauses
(i) through (xvi) of 

<PAGE>
                                      -23-


the second paragraph thereof) on a PRO FORMA basis taking into account such
designation.

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

                  "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.

                  "U.S. Physical Securities" means Securities issued in the form
of certificated Securities in registered form in substantially the form set
forth in Exhibit A-1 or Exhibit A-2.

                  SECTION 1.2  INCORPORATION BY REFERENCE OF TRUST INDENTURE 
                               ACT.

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

                  (a)  "Commission" means the SEC;

                  (b)  "indenture securities" means the Securities;

                  (c)  "indenture security holder" means a Securityholder;

                  (d)  "indenture to be qualified" means this Indenture;

                  (e) "indenture trustee" or "institutional trustee" means the
         Trustee; and

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

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

<PAGE>
                                      -24-


                  SECTION 1.3  RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

                  (b)  "or" is exclusive;

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

                  (d)  provisions apply to successive events and transactions;

                  (e) "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; and

                  (f) unless otherwise specified herein, all accounting terms
         used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP as in
         effect from time to time, applied on a basis consistent with the most
         recent audited consolidated financial statements of the Company.


                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.1  FORM AND DATING.

                  The Series A Securities and the Series B Securities and the
Trustee's certificate of authentication with respect thereto shall be
substantially in the form set forth in Exhibits A-1 and A-2 annexed hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, rule,
usage or agreement to which the Company is subject. Each Security shall be dated
the date of its issuance and shall show the date of its authentication. The
terms and provisions contained in the Securities shall constitute, and are
expressly made, a part of this Indenture.

                  SECTION 2.2  EXECUTION AND AUTHENTICATION.

                  Two Officers shall execute the Securities on behalf of the
Company by either manual or facsimile signature.

<PAGE>
                                      -25-


                  If a Person whose signature is on a Security as an Officer no
longer holds that office at the time the Trustee authenticates the Security, the
Security shall be valid nevertheless.

                  A Security shall not be valid until 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 Series A Securities for
original issue on the Issue Date in the aggregate principal amount not to exceed
$250,000,000, upon receipt of an Officers' Certificate. In addition, on or prior
to the date of consummation of the Registered Exchange Offer, the Trustee or an
authenticating agent shall authenticate Series B Securities and, if required by
the Registration Rights Agreement, Private Exchange Notes (as defined in the
Registration Rights Agreement) to be issued at the time of consummation of the
Registered Exchange Offer in the aggregate principal amount of up to
$250,000,000 upon receipt of an Officers' Certificate. In addition, the Trustee
shall authenticate Securities issued in one or more series (such Securities to
be substantially in the form of Exhibit A-1 or Exhibit A-2 (and if in the form
of Exhibit A-1, the same principal amount of Securities in the form of Exhibit
A-2 in exchange therefor upon consummation of a registered exchange offer)) in
an aggregate principal amount not to exceed $100,000,000 upon receipt of an
Officers' Certificate. In each case, the Officers' Certificate shall specify the
amount of Securities to be authenticated and the date on which the Securities
are to be authenticated and shall be signed by two Officers directing the
Trustee to authenticate the Securities and certifying that all conditions
precedent to the issuance of the Securities contained herein have been complied
with. The aggregate principal amount of Securities outstanding at any time may
not exceed $350,000,000 except as provided in Section 2.7.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of such
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. Such authenticating agent shall
have the same authenticating rights and duties as the Trustee in any dealings
hereunder with the Company or with any Affiliate of the Company.

<PAGE>
                                      -26-


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

                  Securities offered and sold in reliance on Rule 144A shall 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-1 ("Global
Securities"), deposited with the Trustee, as custodian for the Depository, and
shall bear the legend set forth on Exhibit B. 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.

                  Securities offered and sold in offshore transactions in
reliance on Regulation S shall be issued in the form of certificated Securities
in registered form set forth in Exhibit A-1 ("Offshore Physical Securities").

                  SECTION 2.3  REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in the City of New York, State of New York)
where Securities may be presented for registration of transfer or for exchange
(the "Registrar"), an office or agency (which shall be located in the Borough of
Manhattan, City of New York, State of New York) where Securities may be
presented for payment (the "Paying Agent") and an office or agency where notices
and demands to or upon the Company 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 may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent. The Company may act as its own Paying
Agent, except that for the purposes of payments on account of principal on the
Securities pursuant to Sections 4.12 and 4.15, neither the Company nor any
Affiliate of the Company may act as Paying Agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the forego-

<PAGE>
                                      -27-


ing notice, the Trustee shall act as such and shall be entitled to appropriate
compensation in accordance with Section 7.7.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent and agent for service of notices and demands in connection with the
Securities.

                  SECTION 2.4  PAYING AGENT TO HOLD MONEY IN TRUST.

                  Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all money 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. Money held in
trust by the Paying Agent need not be segregated except as required by law and
in no event shall the Paying Agent be liable for any interest on any money
received by it hereunder. The Company at any time may require the Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed
and the Trustee may at any time during the continuance of any Event of Default
specified in Section 6.1(i) or (ii), upon written request to the Paying Agent,
require such Paying Agent to pay forthwith all money so held by it to the
Trustee and to account for any funds disbursed. Upon making such payment, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  SECTION 2.5  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 the Securityholders and otherwise comply with TIA Sections 312(a).
If the Trustee is not the Registrar, the Company shall furnish or cause the
Registrar to furnish to the Trustee before each Interest Payment Date, and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Securityholders.

                  SECTION 2.6  TRANSFER AND EXCHANGE.

                  Subject to the provisions of Sections 2.14 and 2.15, when
Securities are presented to the Registrar or a co-Registrar with a request from
the Holder of such Securities to register the transfer or to exchange them for
an equal principal amount of Securities of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested;
PROVIDED that every Security presented or surren-

<PAGE>
                                      -28-


dered for registration of transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar, duly executed by the Holder thereof or his attorneys
duly authorized in writing. To permit registrations of transfers and exchanges,
the Company shall issue and execute and the Trustee shall authenticate new
Securities evidencing such transfer or exchange. No service charge shall be made
to the Securityholder for any registration of transfer or exchange. The Company
may require from the Securityholder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Sections 2.10, 4.12, 4.15 or 9.5 (in which events the Company will
be responsible for the payment of such taxes). 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 III, except the unredeemed portion of any Security
being redeemed in part.

                  SECTION 2.7  REPLACEMENT SECURITIES.

                  If a mutilated Security is surrendered to the Registrar or the
Trustee or if the Holder of a Security of any series 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 Holder of such Security
furnishes to the Company and to the Trustee evidence reasonably acceptable to
them of the ownership and the destruction, loss or theft of such Security. If
required by the Trustee or the Company, an indemnity bond shall be posted,
sufficient in the judgment of the Company or the Trustee, as the case may be, to
protect the Company, the Trustee or any Agent from any loss that any of them may
suffer if such Security is replaced. The Company may charge such Holder for the
Company's expenses in replacing such Security and the Trustee may charge the
Company for the Trustee's expenses in replacing such Security. Every replacement
Security shall constitute an additional obligation of the Company and shall be
entitled to the benefits of this Indenture.

                  SECTION 2.8  OUTSTANDING SECURITIES.

                  The Securities outstanding at any time are all Securities that
have been authenticated by the Trustee except for 

<PAGE>
                                      -29-


(a) those canceled by it, (b) those delivered to it for cancellation, (c) those
described in this Section 2.8 as not outstanding. A Security does not cease to
be outstanding because the Company or one of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.7, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a BONA FIDE purchaser in whose hands such Security
is a legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date or on any optional redemption date money sufficient to pay all
accrued interest and principal with respect to such Securities payable on that
date and is not prohibited from paying such money to the Holders thereof
pursuant to the terms of this Indenture, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.9  TREASURY SECURITIES.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any declaration of acceleration or notice
of default or direction, waiver or consent or any amendment, modification or
other change to this Indenture, Securities owned by the Company or any
Subsidiary or an Affiliate of the Company shall be deemed not to be outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent or any amendment,
modification or other change to this Indenture, only Securities that the Trustee
knows are so owned shall be so disregarded. The Company shall notify the
Trustee, in writing, when it or any of its Affiliates repurchases or otherwise
acquires Securities, of the aggregate principal amount of such Securities so
repurchased or otherwise acquired.

                  SECTION 2.10 TEMPORARY SECURITIES.

                  Until definitive Securities are prepared and ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company reasonably
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities. Un-

<PAGE>
                                      -30-


til such exchange, such temporary Securities shall be entitled to the same
rights, benefits and privileges as the definitive 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 registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall (subject to the record-retention requirements of the
Exchange Act) dispose of canceled Securities unless the Company directs the
Trustee to return such Securities to the Company, and, if so disposed, shall
deliver a certificate of disposition thereof to the Company. The Company may not
reissue or resell, or issue new Securities to replace, Securities that the
Company has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

                  SECTION 2.12 DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the Persons who are
Securityholders on a subsequent special record date. Such record date shall be
the fifteenth day next preceding the date fixed by the Company for the payment
of defaulted interest, whether or not such day is a Business Day. At least 15
days before the subsequent special record date, the Company shall mail (or cause
to be mailed) to each Securityholder a notice that states the record date, the
payment date and the amount of defaulted interest to be paid. Notwithstanding
the foregoing, any interest which is paid prior to the expiration of the 30-day
period set forth in Section 6.1(i) shall be paid to Holders of Securities as of
the regular record date for the interest payment date for which interest has not
been paid. Notwithstanding the foregoing, the Company may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange.

                  SECTION 2.13 CUSIP NUMBER.

                  The Company in issuing the Securities may use a "CUSIP"
number, and if so, such CUSIP number shall be included 

<PAGE>
                                      -31-


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. The Company will promptly notify the Trustee of any change in
the CUSIP number.

                  SECTION 2.14 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 B.

                  Members of, or participants in, the Depository ("Agent
Members") 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 its Agent Members, 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. U.S. Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global
Securities, in accordance with the rules and procedures of the Depository, only
if (i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for any Global Security and a successor depositary is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a request
from the Depository to issue U.S. Physical Securities.

                  (c) In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b), the Global Securities
shall be deemed to be surren-

<PAGE>
                                      -32-


dered to the Trustee for cancellation, and the Company shall execute, and the
Trustee shall 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 U.S. Physical Securities of authorized
denominations.

                  (d) Any U.S. Physical Security constituting a Restricted
Security delivered in exchange for an interest in a Global Security pursuant to
paragraph (b) shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.15, bear the legend regarding transfer restrictions applicable
to the U.S.
Physical Securities set forth in Exhibit A-1.

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

                  SECTION 2.15 SPECIAL TRANSFER PROVISIONS.

                  (a)  TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS 
AND NON-U.S. PERSONS. The following provisions shall apply with respect to the
registration of any proposed transfer of a Security constituting a Restricted
Security to any Institutional Accredited Investor which is not a QIB or to any
Non-U.S. Person

         the Registrar shall register the transfer of any Security
         constituting a Restricted Security, whether or not such Security
         bears the Private Placement Legend, if (x) the requested transfer is
         after December 9, 2000 or (y) (1) in the case of a transfer to an
         Institutional Accredited Investor which is not a QIB (excluding
         Non-U.S. Persons), the proposed transferee has delivered to the
         Registrar a certificate substantially in the form of Exhibit C
         hereto or (2) in the case of a transfer to a Non-U.S. Person, the
         proposed transferee has delivered to the Registrar a certificate
         substantially in the form of Exhibit D hereto, together, in the case
         of clause (i)(x) with such other certifications, legal opinions or
         other information as the Company or the Trustee may reasonably
         require to confirm that such transfer is being made pursuant to an
         exemption from, or in a transaction not subject to, the registration
         requirements of the Securities Act.

<PAGE>
                                      -33-


                   (b) TRANSFERS TO QIBS. The following provisions shall apply
with respect to the registration of any proposed transfer of a Security
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

                    (i) the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Security stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Security stating,
         or has otherwise advised the Company and the Registrar in writing, that
         it is purchasing the Security for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                   (ii) if the proposed transferee is an Agent Member, and the
         Securities to be transferred consist of Physical Securities which after
         transfer are to be evidenced by an interest in the Global Security,
         upon receipt by the Registrar of instructions given in accordance with
         the Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Security in an amount equal to the
         principal amount of the Physical Securities to be transferred, and the
         Trustee shall cancel the Physical Securities so transferred.

                  (c) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless (i) the circumstances contemplated by
paragraph (a)(i)(x) of this Section 2.15 exist, (ii) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Company and 

<PAGE>
                                      -34-


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 (iii) such Security has been sold pursuant to an effective
registration statement under the Securities Act.

                  (d) 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 2.14 or this Section
2.15. 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.


                                   ARTICLE III

                                   REDEMPTION

                  SECTION 3.1  NOTICES TO TRUSTEE.

                  If the Company elects to redeem Securities pursuant to Section
5 of the Securities, it shall notify the Trustee and the Paying Agent in writing
of the Redemption Date and the principal amount of Securities to be redeemed.

                  The Company shall give each notice provided for in this
Section 3.1 at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), together with an Officers' Certificate
stating that such redemption will comply with the conditions contained herein
and in the Securities.

                  SECTION 3.2  SELECTION OF SECURITIES TO BE REDEEMED.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select Securities to be so redeemed in compliance with applicable
legal requirements and the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are
not listed on a national securities exchange, by lot, pro rata or in such other
fair and reasonable manner chosen at the discretion of the Trustee; PROVIDED
that, with respect to re-

<PAGE>
                                      -35-


demptions made with net proceeds of issuances of Equity
Interests of the Company as described in the second paragraph of Section 5 of
each of the Securities, such redemptions shall be made on a pro rata basis (to
the extent permitted by the Depository).

                  The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption. Securities in
denominations of $1,000 may only be redeemed 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. The Trustee 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 of each certificate selected for redemption.

                  SECTION 3.3  NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause the mailing of a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed
at such Holder's address as it appears on the Securities register maintained by
the Registrar with a copy to the Trustee and any Paying Agent.

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

                  (a)  the Redemption Date;

                  (b)  the redemption price to be paid;

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

                  (d) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price and accrued
         interest, if any;

                  (e) 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 to be
         redeemed;

<PAGE>
                                      -36-


                  (f) if any Security is to be redeemed in part, the portion of
         the principal amount (equal to $1,000 or any integral multiple thereof)
         of such Security to be redeemed and that, on or after the Redemption
         Date, upon surrender of such Security, a new Security or Securities in
         aggregate principal amount equal to the unredeemed portion thereof will
         be issued without charge to the Securityholder;

                  (g) if less than all of 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

                  (h) the CUSIP number, if any.

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

                  SECTION 3.4  EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the Redemption Date, but interest
installments whose Interest Payment Date is on or prior to such Redemption Date
will be payable on the relevant Interest Payment Dates to the Holders of record
at the close of business on the relevant record dates referred to in the
Securities.

                  SECTION 3.5  DEPOSIT OF REDEMPTION PRICE.

                  On or prior to the Redemption Date, the Company shall deposit
with the Paying Agent in immediately available funds U.S. Legal Tender
sufficient to pay the redemption price of and accrued interest on all Securities
or portions thereof to be redeemed on that date.

                  If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of the Company to deposit sufficient funds with the Paying Agent,
interest will continue to accrue from and including the Redemption Date until
such payment is made on the unpaid principal and, to the extent lawful, on any
interest not paid on such unpaid principal, in each case at the date and in the
manner provided in the Securities.

<PAGE>
                                      -37-


                  SECTION 3.6  SECURITIES REDEEMED IN PART.

                  Upon surrender to the Paying Agent of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate
for the Holder a new Security equal in principal amount to the unredeemed
portion of the Security surrendered.


                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.1  PAYMENT OF SECURITIES.

                  The Company shall pay the principal of and interest on the
Securities on the dates and in the manner provided in the Securities and this
Indenture.

                  An installment of principal or interest shall be considered
paid on the date due if the Trustee or Paying Agent (other than the Company or
any Subsidiary of the Company or any Affiliate of any thereof) holds on such
date immediately available funds designated for and sufficient to pay such
installment.

                  The Company shall pay interest (including Accrued Bankruptcy
Interest) on overdue principal and on overdue installments of interest, in each
case at the rate per annum specified in the Securities, to the extent lawful.

                  SECTION 4.2  MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency, where Securities may be surrendered for
registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will 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 11.2.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be 

<PAGE>
                                      -38-


presented or surrendered for any or all such purposes and may from time to time
rescind such designations; PROVIDED that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, the City of New York, for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

                  The Company hereby initially designates the corporate trust
office of the Trustee set forth in Section 11.2 as an agency of the Company in
accordance with Section 2.3.

                  SECTION 4.3  CORPORATE EXISTENCE.

                  Subject to Article V hereof, the Company shall do or cause to
be done, at its own cost and expense, all things necessary to, and will cause
each of its Restricted Subsidiaries to, preserve and keep in full force and
effect the corporate existence and rights (charter and statutory), licenses
and/or franchises of the Company and each of its Restricted Subsidiaries;
PROVIDED that the Company shall not be required to preserve any such right,
license or franchise, or the corporate existence of any of its Restricted
Subsidiaries, if in the judgment of the Board of Directors or management of the
Company (i) such preservation or existence is not desirable in the conduct of
business of the Company or such Restricted Subsidiary and (ii) the loss of such
right, license or franchise or the dissolution of such Restricted Subsidiary is
not adverse in any material respect to the Holders.

                  SECTION 4.4  PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company shall and shall cause each of its Subsidiaries to
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 its or its Subsidiaries' income, profits or property and (b) all
material lawful claims for labor, materials and supplies which, if unpaid, would
be reasonably likely to by law become a Lien upon its property or the property
of any of its Subsidiaries; PROVIDED 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 negotiations or proceedings and for which disputed
amounts adequate reserves (in the good faith judgment of the Board of Directors

<PAGE>
                                      -39-


or management of the Company) have been made in accordance with GAAP.

                  SECTION 4.5  MAINTENANCE OF PROPERTIES; BOOKS AND RECORDS;
                               COMPLIANCE WITH LAW.

                  (a) The Company shall and shall cause each of its Restricted
Subsidiaries to, at all times cause all properties used or useful in the conduct
of its business to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto; PROVIDED that nothing in
this Section 4.5 shall prevent the Company or any Restricted Subsidiary from
discontinuing the operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is either (i) in
the ordinary course of business, (ii) in the reasonable and good faith judgment
of the Board of Directors or management of the Company or the Restricted
Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or such Restricted Subsidiary, as the case may be, or
(iii) otherwise permitted by this Indenture.

                  (b) The Company shall and shall cause each of its Restricted
Subsidiaries to keep proper and true books of record and account, in which full
and correct entries shall be made of all financial transactions and the assets
and business of the Company and each Restricted Subsidiary, and reflect on its
financial statements adequate accruals and appropriations to reserves, all in
accordance with GAAP consistently applied to the Company and its Subsidiaries
taken as a whole.

                  (c) The Company shall and shall cause each of its Subsidiaries
to comply in all material respects with all statutes, laws, ordinances, or
government rules and regulations to which it is subject, non-compliance with
which would materially adversely affect the business, earnings, properties,
assets or condition (financial or otherwise) of the Company and its Subsidiaries
taken as a whole.

                  SECTION 4.6  COMPLIANCE CERTIFICATES; NOTICE OF DEFAULT.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of its fiscal year, an Officers' Certificate complying with
Section 314(a)(4) of the TIA stating (i) that a review of the activities of the
Company and the ac-

<PAGE>
                                      -40-


tivities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture and the Securities and (ii) that, to the best knowledge of such
Officer after due inquiry, the Company has kept, observed, performed and
fulfilled, in each case in all material respects, each and every covenant and
other obligation contained in this Indenture and the Securities and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof and has not failed to comply with any other obligation
hereunder (or, if a Default, Event of Default or failure to comply with any
other obligation hereunder shall have occurred, describing with particularity
all such Defaults, Events of Default or failures to comply with any other
obligation hereunder of which such Officer may have knowledge, including, but
not limited to, their status and what action the Company is taking or proposes
to take with respect thereto).

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
Company shall deliver to the Trustee within 120 days after the end of each
fiscal year a written statement by the Company's independent certified public
accountants stating (A) that their audit examination has included a reading of
the relevant provisions of this Indenture and the Securities as they relate to
accounting matters, and (B) whether, in connection with their audit examination,
any Default or Event of Default has come to their attention as they relate to
accounting matters and if such a Default or Event of Default has come to their
attention, specifying the nature and period of existence thereof; PROVIDED that,
without any restriction as to the scope of the audit examination, such
independent certified public accountants shall not be liable by reason of any
failure to obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in accordance
with generally accepted auditing standards.

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

<PAGE>
                                      -41-


                  SECTION 4.7  REPORTS.

                  (a) The Company shall deliver to the Trustee and mail to each
Holder, within 15 days after the filing of the same with the SEC, copies of its
annual report and of the information, documents and other reports, if any, which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. The Company shall also comply with the other provisions of TIA
Sections  314(a).

                  (b) If the Company ceases to be subject to the requirements of
such Section 13 or 15(d) of the Exchange Act, the Company shall file with the
SEC, to the extent permitted, and distribute to the Trustee and to each Holder
copies of the quarterly and annual financial information that would have been
required to be filed with the SEC pursuant to the Exchange Act had the Company
been subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. All such financial information shall include consolidated
financial statements (including footnotes) prepared in accordance with GAAP.
Such annual financial information shall also include an opinion thereon
expressed by an independent accounting firm of established national reputation.
All such consolidated financial statements shall be accompanied by a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The financial information to be distributed to Holders shall be
filed with the Trustee and mailed to the Holders at their respective addresses
appearing in the register of the Securities maintained by the Registrar, within
120 days after the end of the Company's fiscal year and within 60 days after the
end of each of the first three quarters of each such fiscal year.

                  SECTION 4.8  LIMITATION ON RESTRICTED PAYMENTS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any
dividend or make any distribution on account of the Company's Capital Stock or
other Equity Interests (other than dividends or distributions payable in Equity
Interests (other than Redeemable Stock) of the Company), (ii) purchase, redeem
or otherwise acquire or retire for value any Equity Interests of the Company or
(iii) make any Investment (other than a Permitted Investment) (the foregoing
actions set forth in clauses (i) through (iii) being referred to as "Restricted
Payments"), if:

<PAGE>
                                      -42-


                  (a) a Default or Event of Default shall have occurred and be
         continuing at the time of such Restricted Payment or shall occur
         immediately after giving effect thereto; or

                  (b) immediately after such Restricted Payment and after giving
         effect thereto on a PRO forma basis, the Company could not incur at
         least $1.00 of additional Indebtedness pursuant to the first paragraph
         of Section 4.9 (without giving effect to clauses (i) through (xvi) of
         the second paragraph thereof); or

                  (c) such Restricted Payment, together with the aggregate of
         all other Restricted Payments made after the 8 7/8% Issue Date exceeds
         the sum of (1) 50% of the amount of the Adjusted Consolidated Net
         Income of the Company for the period (taken as one accounting period)
         from January 1, 1997 through the end of the Company's fiscal quarter
         ending immediately prior to the time of such Restricted Payment (or, if
         Adjusted Consolidated Net Income for such period is a deficit, 100% of
         such deficit) PLUS (2) 100% of the aggregate amounts contributed to the
         capital of the Company from and after the 8 7/8% Issue Date PLUS (3)
         100% of the aggregate net cash proceeds and the fair market value, as
         determined in good faith by the Board of Directors of the Company, of
         property other than cash received by the Company from and after the 8
         7/8% Issue Date from the issue or sale of Equity Interests of the
         Company (other than such Equity Interests issued or sold to a
         Restricted Subsidiary and other than Redeemable Stock) or any
         Indebtedness or security convertible into or exchangeable for any such
         Equity Interest that has been so converted or exchanged (excluding the
         net cash proceeds from issuances and sales of Equity Interests
         financed, directly or indirectly, using borrowed funds from the Company
         or any Restricted Subsidiary until and to the extent such borrowing is
         repaid) PLUS (4) $75.0 million.

                  The foregoing provisions will not prohibit (i) the payment of
any dividend within 60 days after the date of declaration thereof, if at the
date of declaration thereof such payment would have complied with the provisions
of this Indenture; (ii)(A) the retirement of any Equity Interests of the Company
(the "Retired Equity Interests") either in exchange for or out of the net
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of other Equity Interests of the Company (the "Refunding Equity
Interests") other than any Redeemable Stock and (B) if the Retired Equity
Interest consti-

<PAGE>
                                      -43-


tuted Qualified Preferred Stock, the declaration and payment of dividends on the
Refunding Equity Interest in an aggregate amount per year no greater than the
aggregate amount of dividends per year that was declarable and payable on such
Retired Equity Interest immediately prior to such retirement to the extent such
Refunding Equity Interest is designated to be Qualified Preferred Stock by the
Company at the time of its issuance; (iii) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company
issued to employees, officers or directors of the Company and its Subsidiaries
pursuant to agreements containing provisions for the repurchase of such Equity
Interests upon death, disability or termination of employment or directorship of
such Persons, or in accordance with the Company's insider trading policy, not to
exceed $5.0 million in any fiscal year PLUS the aggregate cash proceeds from any
reissuance during such fiscal year of Equity Interests by the Company to
employees, officers or directors of the Company and its Subsidiaries PLUS the
aggregate cash proceeds from any payments on life insurance policies with
respect to any employees, officers or directors of the Company and its
Subsidiaries which proceeds are used to purchase the Equity Interests of the
Company held by any such employees, officers or directors; (iv) the declaration
and payment of dividends to holders of any class or series of the Company's
preferred stock issued after the Issue Date (including, without limitation, the
declaration and payment of dividends on Refunding Equity Interests in excess of
the dividends declarable and payable thereon pursuant to clause (ii) of this
paragraph); PROVIDED that at the time of such issuance the Company's Fixed
Charge Coverage Ratio for the four full fiscal quarters ending immediately prior
to the date of such issuance would have been at least 1.25 to 1, determined on a
PRO FORMA basis as if such issuance was at the beginning of such four-quarter
period, and at the time of issuance, such preferred stock is designated by the
Company to be Qualified Preferred Stock; and (v) an Investment in any
Unrestricted Subsidiary either in exchange for Equity Interests of the Company
(other than Redeemable Stock) or out of the proceeds of the sale (other than to
a Restricted Subsidiary) of Equity Interests of the Company (other than
Redeemable Stock) received by the Company not more than 12 months prior to the
date of such Investment (to the extent such sale of Equity Interests has not
previously been included in any calculation under clause (c) above for purposes
of permitting a Restricted Payment); PROVIDED that, in the cases of clauses
(iii) (other than with respect to the repurchase of Equity Interests with
insurance proceeds), (iv) and (v), no Default or Event of Default shall have
occurred and be continuing at the 

<PAGE>
                                      -44-


time of such Restricted Payment or shall occur immediately after giving effect
thereto.

                  In determining the aggregate amount expended for Restricted
Payments in accordance with clause (c) above, (1) no amounts expended under
clause (iii) (only with respect to the use of insurance proceeds to repurchase
Equity Interests) of the immediately preceding paragraph shall be included and
(2) 100% of the amounts expended under clauses (i), (ii), (iii) (other than with
respect to the repurchase of Equity Interests with insurance proceeds), (iv) and
(v) of the immediately preceding paragraph shall be included.

                  SECTION 4.9  LIMITATION ON ADDITIONAL INDEBTEDNESS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect
to any Indebtedness unless the Company's Fixed Charge Coverage Ratio for its
four full fiscal quarters ending immediately prior to the date such additional
Indebtedness is created, incurred, issued, assumed or guaranteed would have been
at least 2.25 to 1, determined on a PRO FORMA basis (including a PRO FORMA
application of the net proceeds of such Indebtedness) as if the additional
Indebtedness had been created, incurred, issued, assumed or guaranteed at the
beginning of such four-quarter period.

                  The foregoing limitations will not apply to the incurrence of
(i) Indebtedness pursuant to the Credit Agreement in an amount equal to $475.0
million; (ii) Existing Indebtedness, including the 8-7/8% Notes; (iii)
Indebtedness represented by the Securities in an aggregate principal amount
equal to $250.0 million; (iv) Capital Lease Obligations; (v) Indebtedness
constituting purchase money obligations for property acquired in the ordinary
course of business or other similar financing transactions; (vi) Indebtedness
incurred in connection with capital expenditures not to exceed 6% of the
Company's consolidated net sales (as set forth in the Company's consolidated
statement of operations, as determined in accordance with GAAP) in any fiscal
year; (vii) Indebtedness constituting reimbursement obligations with respect to
letters of credit, including, without limitation, letters of credit in respect
of workers' compensation claims, issued for the account of the Company or a
Restricted Subsidiary in the ordinary course of business, or other Indebtedness
with respect to reimbursement-type obligations regarding workers' compensation

<PAGE>
                                      -45-


claims; (viii) additional Indebtedness in an aggregate principal amount up to
$45.0 million at any one time outstanding for the Company and its Restricted
Subsidiaries; (ix) Indebtedness created, incurred, issued, assumed or given in
exchange for, or the proceeds of which are used, to extend, refinance, renew,
replace, substitute or refund any Indebtedness permitted under this Indenture or
any Indebtedness issued to so extend, refinance, renew, replace, substitute or
refund such Indebtedness, including any additional Indebtedness incurred to pay
premiums and fees in connection therewith (the "Refinancing Indebtedness");
PROVIDED that (A) the principal amount of such Refinancing Indebtedness shall
not exceed the outstanding principal amount of Indebtedness (including unused
commitments) so extended, refinanced, renewed, replaced, substituted or refunded
PLUS any amounts incurred to pay premiums and fees in connection therewith, (B)
in the case of Refinancing Indebtedness for Indebtedness permitted under clause
(ii) of this paragraph (other than Senior Indebtedness), the Refinancing
Indebtedness shall have an Average Life equal to or greater than the Average
Life of the Indebtedness being extended, refinanced, renewed, replaced,
substituted or refunded and (C) to the extent such Refinancing Indebtedness
refinances Indebtedness subordinated to the Securities, such Refinancing
Indebtedness is subordinated to the Securities at least to the same extent as
the Indebtedness being extended, refinanced, renewed, replaced, substituted or
refunded; (x) intercompany Indebtedness incurred in connection with Investments
in Unrestricted Subsidiaries; PROVIDED that such Investments are permitted by
Section 4.8; (xi) Indebtedness under Raw Material Hedge Agreements; (xii)
Indebtedness under Currency Agreements and Interest Rate Agreements; PROVIDED
that in the case of Currency Agreements which relate to other Indebtedness, such
Currency Agreements do not increase the Indebtedness of the Company outstanding
other than as a result of fluctuations in foreign currency exchange rates;
(xiii) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds in the ordinary course of business; (xiv) Indebtedness
between the Company and any Restricted Subsidiary or between Restricted
Subsidiaries; (xv) guarantees by Restricted Subsidiaries of Indebtedness of the
Company or any Restricted Subsidiary if the Indebtedness so guaranteed is
permitted under this Indenture; and (xvi) the Company's Obligations arising from
the repurchase, redemption or other acquisition of Equity Interests from
employees, officers or directors of the Company and its Subsidiaries to the
extent permitted by Section 4.8.

<PAGE>
                                      -46-


                  Notwithstanding anything in this Indenture to the contrary,
the consummation of the transactions contemplated by the Receivables Financing
shall not be deemed to be the incurrence of Indebtedness by the Company or by
any Restricted Subsidiary.

                  SECTION 4.10 DIVIDENDS AND PAYMENT RESTRICTIONS.  

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock, or any other interest or participation in,
or measured by, its profits, owned by the Company or any of its Restricted
Subsidiaries, or pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of: (A) the terms (as in effect on
the Issue Date) of Existing Indebtedness, (B) the terms (as in effect on the
Issue Date) of the Credit Agreement, (C) the terms of Indebtedness of the
Company or any of its Restricted Subsidiaries incurred in accordance with
Section 4.9; PROVIDED that the terms of any such Indebtedness constitute no
greater encumbrance or restriction on the ability of any Restricted Subsidiary
to pay dividends or make distributions, make loans or advances or transfer
properties or assets than the encumbrances or restrictions imposed by the terms
of the Credit Agreement as in effect on the Issue Date, (D) the terms of the
indenture governing the 8 7/8% Notes, the 8 7/8% Notes, this Indenture and the
Securities, (E) applicable law, (F) customary non-assignment provisions entered
into in the ordinary course of business and consistent with past practices, (G)
the terms of purchase money obligations for property acquired in the ordinary
course of business, but only to the extent that such purchase money obligations
restrict or prohibit the transfer of the property so acquired, (H) any
encumbrance or restriction with respect to a Restricted Subsidiary that was not
a Restricted Subsidiary on the Issue Date, which encumbrance or restriction is
in existence at the time such Person becomes a Restricted Subsidiary or is
created on the date it becomes a Restricted Subsidiary, (I) any encumbrance or
restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement which has been entered into for the sale or disposition of all or
substantially all the 

<PAGE>
                                      -47-


Capital Stock or assets of such Restricted Subsidiary, (J) the terms of the
Receivables Financing or (K) any encumbrance or restriction existing under any
amendment to, and any agreement which refinances or replaces, the agreements
described in clauses (A), (B), (C), (D), (H) and (J); PROVIDED that the terms
and conditions of any such encumbrances or restrictions contained in any such
amendment or agreement as determined in good faith by the Board of Directors of
the Company constitute no greater encumbrance or restriction on the ability of
any Restricted Subsidiary to pay dividends or make distributions, make loans or
advances or transfer properties or assets than those under or pursuant to the
agreement evidencing the Indebtedness or obligations so amended, refinanced or
replaced. Nothing contained in this covenant shall prevent the Company or a
Restricted Subsidiary from entering into any agreement permitting or providing
for the incurrence of Liens otherwise permitted by Section 4.11.

                  SECTION 4.11 LIMITATION ON LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien (other than Permitted Liens) upon any asset now owned
or hereafter acquired by it, or any income or profits therefrom or assign or
convey any right to receive income therefrom. Notwithstanding the foregoing, the
Company or any Restricted Subsidiary may create or assume any Lien upon its
properties or assets if the Company shall cause the Securities to be equally and
ratably secured with all other Indebtedness secured by such Lien for so long as
such other Indebtedness shall be so secured.

                  SECTION 4.12 LIMITATION ON ASSET SALES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale
that results in Net Proceeds in excess of $1.5 million (including the sale of
any of the Capital Stock of any Restricted Subsidiary) unless such Asset Sale is
for fair market value as determined by the Board of Directors acting reasonably
and in good faith and the Company or any Restricted Subsidiary applies the Net
Proceeds from such Asset Sale to one or more of the following in such
combination as it shall choose: (a) an investment in assets (including Capital
Stock or other securities purchased in connection with the acquisition of
Capital Stock or property of another Person) used or useful in businesses
similar or ancillary to the business of the Company or its Restricted
Subsidiaries as conducted at the 

<PAGE>
                                      -48-


time of such Asset Sale; PROVIDED that such investment occurs on or prior to the
366th day following the date of such Asset Sale (the "Asset Sale Payment Date");
(b) a Net Proceeds Offer (as defined below) expiring on or prior to the Asset
Sale Payment Date; or (c) in the case of an Asset Sale by the Company, the
purchase, redemption or other prepayment or repayment of outstanding Senior
Indebtedness on or prior to the Asset Sale Payment Date and, in the case of an
Asset Sale by any Restricted Subsidiary, the purchase, redemption or other
prepayment or repayment of any Indebtedness of such Restricted Subsidiary on or
prior to the Asset Sale Payment Date; PROVIDED that any prepayment or repayment
of amounts outstanding under the Credit Agreement in excess of $20.0 million in
the aggregate after the Issue Date shall be a permanent reduction in the
commitment thereunder in the amount of such excess. Notwithstanding the
foregoing, in the event such Net Proceeds, after giving effect to any investment
or payment permitted by clause (a) or (c) above (the "Excess Proceeds"), are
less than $15.0 million, the application of the Excess Proceeds to a Net
Proceeds Offer may be deferred until such time as the Excess Proceeds, plus the
aggregate amount of any subsequent Net Proceeds not otherwise invested or
applied to repay amounts outstanding under the Senior Indebtedness of the
Company or under the Indebtedness of any Restricted Subsidiary, as the case may
be, as permitted by clause (a) or (c) above, are at least equal to $15.0
million, at which time the Company shall apply all the Excess Proceeds to a Net
Proceeds Offer. Upon completion of a Net Proceeds Offer, the amount of Excess
Proceeds shall be reset at zero.

                  For purposes of clause (b) of the preceding paragraph, the
Company will apply that portion of the Net Proceeds of the Asset Sale required
to make a tender offer in accordance with applicable law (a "Net Proceeds
Offer") to repurchase Securities at a price not less than 100% of the principal
amount thereof plus accrued and unpaid interest to the date of repurchase, which
date shall be no earlier than 30 days nor later than 45 days after the date of
mailing of the Net Proceeds Offer (the "Net Proceeds Payment Date"). The Company
may, at its option, receive credit against any Net Proceeds Offer for the
principal amount of Securities acquired by the Company or any of its
Subsidiaries and surrendered for cancellation within six months prior to or at
any time after the date of such Asset Sale relating to such Net Proceeds Offer
and before the Net Proceeds Payment Date. Any Net Proceeds Offer will be made by
the Company only if and to the extent permitted under, and subject to prior
compliance with, the terms of any agreement governing Senior Indebtedness of the
Company or Indebtedness of a 

<PAGE>
                                      -49-


Restricted Subsidiary, as the case may be. If the Company commences a Net
Proceeds Offer and securities of the Company ranking PARI PASSU in right of
payment with the Securities are outstanding at the commencement of such Net
Proceeds Offer and the terms of such securities provide that a similar offer
must be made with respect thereto, then the Net Proceeds Offer for the
Securities shall be made concurrently with such other offer and securities of
each issue will be accepted PRO RATA in proportion to the aggregate principal
amount of securities of each issue which the holders of securities of such issue
elect to have purchased. After the last date on which Holders are permitted to
tender their Securities in a Net Proceeds Offer, the Company will not be
restricted under this Section 4.12 as to its use of any remaining Net Proceeds
available to make such Net Proceeds Offer but not used to redeem Securities
pursuant hereto.

                  Notwithstanding the foregoing, if, at the time of an Asset
Sale by the Company or any Restricted Subsidiary, the Company's Fixed Charge
Coverage Ratio for the four fiscal quarter period ending immediately prior to
the date of such Asset Sale would have been at least 2.75 to 1, determined on a
PRO forma basis as if such Asset Sale occurred at the beginning of such
four-quarter period, then any Net Proceeds received will not be subject to this
Section 4.12.

                  At such time as the Company determines to make a Net Proceeds
Offer, it shall so notify the Trustee in writing. Within 15 days thereafter, it
shall mail or cause the Trustee to mail (in the Company's name and at its
expense) notice of a Net Proceeds Offer to the Holders of the Securities at
their last registered addresses with a copy to the Trustee and the Paying Agent.
The Net Proceeds Offer shall remain open from the time of mailing for at least
20 Business Days and until the close of business on the third Business Day prior
to the Net Proceeds Payment Date. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the
Net Proceeds Offer. The notice, which shall govern the terms of the Net Proceeds
Offer, shall state:

                    (i) that the Net Proceeds Offer is being made pursuant to
         this Section 4.12;

                   (ii) the purchase price (including the amount of accrued and
         unpaid interest, if any) for each Security and the Net Proceeds Payment
         Date;

<PAGE>
                                      -50-


                  (iii) that any Security not tendered or accepted for payment
         will continue to accrue interest in accordance with the terms thereof;

                   (iv) that any Security accepted for payment pursuant to the
         Net Proceeds Offer shall cease to accrue interest after the Net
         Proceeds Payment Date unless the Company shall fail to make payment
         therefor;

                    (v) that Holders electing to have Securities purchased
         pursuant to a Net Proceeds Offer will be required to surrender their
         Securities to the Paying Agent at the address specified in the notice
         prior to 5:00 p.m., New York City time, on the third Business Day
         immediately preceding the Net Proceeds Payment Date and must complete
         any form letter of transmittal proposed by the Company and acceptable
         to the Trustee and the Paying Agent;

                   (vi) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than 5:00 p.m., New York City
         time, on the third Business Day immediately preceding the Net Proceeds
         Payment Date, a telex or facsimile transmission (confirmed by overnight
         delivery of the original thereof) or letter setting forth the name of
         the Holder, the principal amount of Securities the Holder delivered for
         purchase, the Security certificate number (if any) and a statement that
         such Holder is withdrawing his election to have such Securities
         purchased;

                  (vii) that if Securities in a principal amount in excess of
         the Holders' PRO RATA share of the Net Proceeds are tendered pursuant
         to a Net Proceeds Offer, the Company shall purchase Securities on a PRO
         RATA basis among the Securities tendered (with such adjustments as may
         be deemed appropriate by the Company so that only Securities in
         denominations of $1,000 or integral multiples of $1,000 shall be
         acquired);

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

<PAGE>
                                      -51-


                   (ix) the instructions that Holders must follow in order to
         tender their Securities.

                  On or before the Net Proceeds Payment Date, the Company shall
(i) accept for payment, on a PRO RATA basis among the Securities, Securities or
portions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit with
the Paying Agent money, in immediately available funds, in an amount sufficient
to pay the purchase price of all Securities or portions thereof so tendered and
accepted and (iii) deliver to the Paying Agent the Securities so accepted
together with an Officers' Certificate setting forth the Securities or portions
thereof tendered to and accepted for payment by the Company. The Paying Agent
shall promptly mail or deliver to Holders of Securities so accepted payment in
an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Securities not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof. The Company will publicly announce the results of the Net
Proceeds Offer on the first Business Day following the Net Proceeds Payment
Date. To the extent the Holders' PRO RATA portion of a Net Proceeds Offer is not
fully subscribed to by such Holders, the Company may retain such unutilized
portion of the Net Proceeds. The Paying Agent shall promptly deliver to the
Company the balance of any moneys held by the Paying Agent after payment to the
Holders of Securities as aforesaid.

                  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations (including Rule 14e-1 under the Exchange Act) in connection with
the repurchase of Securities pursuant to a Net Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.12, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.12 by virtue thereof.

                  SECTION 4.13 TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate, except for (i)
transactions (including any investments, loans or advances by or to any
Af-

<PAGE>
                                      -52-


filiate) the terms of which in good faith are fair and reasonable to the Company
or such Restricted Subsidiary, as the case may be, and are at least as favorable
as the terms that could be obtained by the Company or such Restricted
Subsidiary, as the case may be, in a comparable transaction made on an arm's
length basis between unaffiliated parties (as determined by the Board of
Directors of the Company acting reasonably and in good faith, as evidenced by a
resolution of such Board of Directors); PROVIDED that, in the case of any
transaction with an Affiliate involving aggregate consideration in excess of
$10.0 million, either (A) such transaction is entered into in the ordinary
course of the business of the Company or its Restricted Subsidiaries, (B) a
majority of the directors of the Company unaffiliated with such Affiliate or, if
there are no such directors, a majority of the directors of the Company approve
such transaction or (C) the Company or such Restricted Subsidiary, as the case
may be, delivers to the Trustee and the Holders a written opinion of a
nationally recognized investment banking firm stating that such transaction is
fair to the Company or such Restricted Subsidiary from a financial point of
view, (ii) payments by the Company or any of its Restricted Subsidiaries made
pursuant to any financial advisory, financing, underwriting or placement
agreement; PROVIDED that the terms of any such arrangement or agreement shall be
on terms which in good faith are fair and reasonable to the Company or such
Restricted Subsidiary, as the case may be (as determined by the Board of
Directors of the Company acting reasonably and in good faith, as evidenced by a
resolution of such Board of Directors), (iii) any Restricted Payment not
otherwise prohibited under Section 4.8, (iv) the payment of reasonable and
customary regular fees to directors of the Company and its Subsidiaries who are
not employees of the Company or its Subsidiaries, (v) advances or loans to
employees, officers and directors of the Company and its Subsidiaries permitted
by clauses (iii) and (iv) of the definition of Permitted Investments and (vi)
transactions between or among any of the Company and its Restricted
Subsidiaries.

                  SECTION 4.14 LIMITATION ON CREATION OF SENIOR SUBORDINATED
                               DEBT.

                  The Company shall not incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is expressly by its terms
subordinate or junior in right of payment to any Senior Indebtedness and senior
in any respect in right of payment to the Securities.

<PAGE>
                                      -53-


                  SECTION 4.15 CHANGE OF CONTROL.

                  In the event of a Change of Control (the date of such
occurrence being the "Change of Control Date"), if either (i) the Company does
not redeem Securities pursuant to the third paragraph of Paragraph 5 of the
Securities or (ii) such Change of Control occurs after December 1, 2003, the
Company shall notify the Holders in writing of such occurrence and shall make an
offer to purchase (the "Change of Control Offer"), on a Business Day (the
"Change of Control Payment Date") not later than 60 days following the Change of
Control Date, all Securities then outstanding at a purchase price (the "Change
of Control Purchase Price") equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the Change of Control Payment Date.

                  Notice of a Change of Control Offer shall be mailed by the
Company not less than 30 days nor more than 45 days before the Change of Control
Payment Date to the Holders of Securities at their last registered addresses
with a copy to the Trustee and the Paying Agent. The Change of Control Offer
shall remain open from the time of mailing for at least 20 Business Days and
until 5:00 p.m., New York City time, on the third Business Day prior to the
Change of Control Payment Date. The notice, which shall govern the terms of the
Change of Control Offer, shall include such disclosures as are required by law
and shall state:

                  (a) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Securities will be accepted for payment;

                  (b) the purchase price (including the amount of accrued and
         unpaid interest, if any) for each Security and the Change of Control
         Payment Date;

                  (c) that any Security not tendered for payment will continue
         to accrue interest in accordance with the terms thereof;

                  (d) that any Security accepted for payment pursuant to the
         Change of Control Offer shall cease to accrue interest after the Change
         of Control Payment Date unless the Company shall fail to make payment
         therefor;

                  (e) that Holders electing to have Securities purchased
         pursuant to a Change of Control Offer will be required to surrender
         their Securities to the Paying Agent 

<PAGE>
                                      -54-


         at the address specified in the notice prior to 5:00 p.m., New York 
         City time, on the third Business Day prior to the Change of Control
         Payment Date and must complete any form letter of transmittal
         proposed by the Company and acceptable to the Trustee and the Paying
         Agent;

                  (f) that Holders of Securities will be entitled to withdraw
         their election if the Paying Agent receives, not later than 5:00 p.m.,
         New York City time, on the third Business Day prior to the Change of
         Control Payment Date, a telex or facsimile transmission (confirmed by
         overnight delivery of the original thereof) or letter setting forth the
         name of the Holder, the principal amount of Securities the Holder
         delivered for purchase, the Security certificate number (if any) and a
         statement that such Holder is withdrawing his election to have such
         Securities purchased;

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

                  (h) the instructions that Holders must follow in order to
         tender their Securities; and

                  (i) a brief description of the events resulting in such Change
         of Control (including, but not limited to, information with respect to
         PRO FORMA historical financial information after giving effect to such
         Change of Control, information regarding the Persons acquiring control
         and such Person's business plans going forward, in each such case to
         the extent available and not subject to confidentiality restrictions).

                  On 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 money sufficient to
pay the purchase price of all Securities or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Securities so accepted together
with an Officers' Certificate setting forth the Securities or portions thereof
tendered to and accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to the Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Security equal in principal amount to
any unpurchased portion 

<PAGE>
                                      -55-


of the Security surrendered. Any Securities not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company will
publicly announce the results of the Change of Control Offer not later than the
first Business Day following the Change of Control Payment Date.

                  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act, and any other securities laws
or regulations (including Rule 14e-1 under the Exchange Act) in connection with
the purchase of Securities pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.15, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.15 by virtue thereof.

                  SECTION 4.16 WAIVER OF STAY; EXTENSION OF 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 or interest on the Securities as
contemplated herein or in the Securities, wherever enacted, now or at any time
hereafter in force, or that 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 4.17 MAINTENANCE OF INSURANCE.

                  The Company shall, and shall cause each of its Subsidiaries
to, keep at all times all of their respective properties and assets which are of
an insurable nature (as determined by reference to industry standards) insured
reasonably and appropriately as prudent business judgment would require against
loss or damage and shall obtain such other reasonable and appropriate insurance
as is required or so appropriate for the nature of the business and other risks
encountered by the Company and its Subsidiaries, in each case with insurers
reasonably and in good faith believed by the Company to be responsible 

<PAGE>
                                      -56-


and financially sound, to the extent that insurance of a similar character and
nature is usually so obtained by corporations similarly situated and that are at
any such time conducting business substantially similar to that of the Company
and its Subsidiaries in accordance with prudent business practices.


                                    ARTICLE V

                              SUCCESSOR CORPORATION

                  SECTION 5.1 LIMITATION ON MERGERS, CONSOLIDATIONS OR SALES OF
                              ASSETS.

                  The Company shall not in a single transaction or a series of
related transactions consolidate with or merge with or into another Person, or
directly or indirectly sell, transfer, lease or convey substantially all of its
properties and assets to another Person (except any Restricted Subsidiary;
PROVIDED that in connection with any merger of the Company with any such
Restricted Subsidiary, no consideration (other than common stock in the
surviving corporation or the Company) shall be issued or distributed to the
stockholders of the Company), or permit any Person to merge with or into it
unless: (i) the Company shall be the continuing Person, or the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or to which the properties and assets of the Company are transferred
shall be a corporation or partnership organized and existing under the laws of
the United States or any State thereof or the District of Columbia and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all of the obligations
of the Company under the Securities and this Indenture; (ii) immediately before
and immediately after giving effect to such transaction or series of
transactions, no Default or Event of Default under this Indenture shall have
occurred and be continuing; and (iii) immediately before and immediately after
giving effect to such transaction or series of transactions on a PRO FORMA basis
(including, without limitation, any Indebtedness incurred or assumed in
anticipation of or in connection with such transaction or series of
transactions), the Company could incur $1.00 of additional Indebtedness under
the first paragraph of Section 4.9 (without giving effect to clauses (i) through
(xvi) of the second paragraph thereof).

<PAGE>
                                      -57-


                  SECTION 5.2 SUCCESSOR ENTITY SUBSTITUTED.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1,
the successor Person formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities.


                                   ARTICLE VI

                              DEFAULT AND REMEDIES

                  SECTION 6.1 EVENTS OF DEFAULT.

                  "Event of Default", whenever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be occasioned or prohibited by the provisions of Article X and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                    (i) a default in the payment of interest on any Security
         when the same shall become due and payable and the continuance of such
         default for a period of 30 days or more; or

                   (ii) a default in the payment of all or any part of the
         principal of any Security when and as the same shall become due and
         payable at maturity, or upon acceleration, redemption, or otherwise,
         including default in the payment of the purchase price required to be
         offered in a Net Proceeds Offer and a Change of Control Offer; or

                  (iii) a failure by the Company and its Subsidiaries to comply
         with any of the other agreements or covenants in or provisions of the
         Securities or this Indenture which failure continues for the period and
         after the notice specified below;

<PAGE>
                                      -58-


                   (iv) a default under any mortgage, indenture or instrument
         under which there may be issued or evidenced any Indebtedness for
         borrowed money by the Company or any of its Restricted Subsidiaries (or
         the payment of which is guaranteed by the Company or any of its
         Restricted Subsidiaries) whether such Indebtedness or guarantee is now
         existing or hereafter created if either (x) such default results from
         the failure to pay the final scheduled principal installment in an
         amount of at least $15.0 million in respect of any such Indebtedness on
         the stated maturity date thereof (after giving effect to any applicable
         grace periods) or (y) as a result of such default the maturity of such
         Indebtedness has been accelerated prior to its express maturity, and
         the principal amount of such Indebtedness, together with the principal
         amount of any other such Indebtedness with respect to which the
         principal amount remains unpaid upon its final maturity (after giving
         effect to any extension of such maturity date by the holder of such
         Indebtedness and the expiration of any applicable grace period) or the
         maturity of which has been so accelerated, aggregates $15.0 million or
         more;

                    (v) a final judgment or final judgments for the payment of
         money, or the issuance of any warrant of attachment against any portion
         of the property or the assets of the Company or any of its Restricted
         Subsidiaries, that in the aggregate, equal or exceed $15.0 million at
         any one time shall be entered against the Company or any of its
         Restricted Subsidiaries and such judgment or judgments or warrant of
         attachment shall not be discharged, satisfied, stayed, annulled or
         rescinded within 60 days of being entered, or in the case of any final
         judgment which provides for payment over time, from any applicable
         payment date;

                   (vi) the Company or any Significant Restricted Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case or proceeding;

<PAGE>
                                      -59-


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

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

                           (D) makes a general assignment for the benefit of its
                  creditors;

                           (E) files an answer or consent seeking reorganization
                  or relief; or

                           (F) shall generally not pay its debts as such debts
                  become due or shall admit in writing its inability to pay its
                  debts generally; or

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

                           (A) is for relief against the Company or any
                  Significant Restricted Subsidiary as a debtor in an
                  involuntary case or proceeding;

                           (B) appoints a Custodian of the Company or any
                  Significant Restricted Subsidiary or a Custodian for all or
                  substantially all of their respective properties; or

                           (C) orders the liquidation of the Company or any
                  Significant Restricted Subsidiary;

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

                  A Default under clause (iii) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Securities notify the Company and the Trustee, in
writing of the Default and the Company does not cure the Default within 45 days
after receipt of the notice. The notice must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default."

<PAGE>
                                      -60-


                  SECTION 6.2  ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in Section 6.1(vi) or (vii) above with respect to the Company) occurs
and is continuing, then, and in every such case, unless the principal of all the
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the then
outstanding Securities, by notice in writing to the Company (and to the Trustee
if given by Holders), may declare all of the unpaid principal of and accrued
interest thereon to be due and payable immediately. In the event of a
declaration of acceleration because of an Event of Default described in clause
(iv) of Section 6.1 above has occurred and is continuing, such declaration of
acceleration shall be automatically annulled if such payment default is cured or
waived or the holders of the Indebtedness which is the subject of such event of
default have rescinded their declaration of acceleration in respect of such
Indebtedness within 60 days thereof and the Trustee has received written notice
of such cure, waiver or rescission and no other Event of Default described in
clause (iv) of Section 6.1 above has occurred that has not been cured or waived
within 60 days of the declaration of such acceleration in respect thereof and if
(i) the repayment of Indebtedness or annulment of such acceleration, as the case
may be, would not conflict with any judgment or decree of a court of competent
jurisdiction and (ii) all existing Events of Default, except non-payment of
principal or interest which have become due solely due to such acceleration,
have been cured or waived. If an Event of Default specified in Section 6.1(vi)
or (vii) with respect to the Company occurs, all unpaid principal of and accrued
interest due and payable on all the outstanding Securities shall IPSO FACTO
become and be immediately due and payable without any declaration, notice or
other act on the part of the Trustee or any Holder.

                  At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained,
the Holders of a majority in aggregate principal amount of the then outstanding
Securities, by written notice to the Company and the Trustee, may waive, on
behalf of all Holders, a Default or an Event of Default if:

                  (a) the Company has paid or deposited with the Trustee a sum
         sufficient to pay (i) all overdue interest on all Securities, (ii) the
         principal of any Securities which would become due otherwise than by
         such declaration of acceleration, and interest thereon at the rate
         borne by the 

<PAGE>
                                      -61-


         Securities, (iii) to the extent that payment of such interest is
         lawful, interest on overdue interest at the rate borne by the
         Securities and (iv) all sums paid or advanced by the Trustee under
         this Indenture and the compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel; and

                  (b) all Events of Default, other than the nonpayment of the
         principal of the Securities which have become due solely by such
         declaration of acceleration, have been cured or waived. Notwithstanding
         the previous sentence, no waiver shall be effective for any Default or
         Event of Default in the payment of the principal of or interest on any
         Security held by a nonconsenting Holder or any Default or Event of
         Default with respect to any covenant or provision which cannot be
         modified or amended without the consent of the Holder of each then
         outstanding Security, unless all such affected Holders agree, in
         writing, to waive such Default or Event of Default. No such waiver
         shall cure or waive any subsequent default or impair any right
         consequent thereon.

                  In the event that the maturity of the Securities is
accelerated pursuant to this Section 6.2, 100% of the principal amount thereof
plus accrued interest to the date of payment shall become due and payable.

                  SECTION 6.3  OTHER REMEDIES.

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

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

<PAGE>
                                      -62-


                  SECTION 6.4  WAIVER OF PAST DEFAULT.

                  Subject to Sections 6.7 and 9.2, prior to the declaration of
acceleration of the maturity of the Securities, the Holder or Holders of not
less than a majority in aggregate principal amount of the Securities at the time
outstanding by written notice to the Company and the Trustee may waive on behalf
of all the Holders any past default under this Indenture and its consequence,
except a default in the payment of principal of or interest on any Security or a
default with respect to any covenant or provision which cannot be modified or
amended without the consent of the Holder of each outstanding Security affected
pursuant to Section 9.2.

                  SECTION 6.5  CONTROL BY MAJORITY.

                  The Holders of a majority in aggregate principal amount of the
then 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, including, without limitation, any remedies provided
for in Section 6.3. However, the Trustee may refuse to follow any direction that
conflicts with law, the Securities or this Indenture, or that the Trustee
determines may be unduly prejudicial to the rights of another Securityholder or
that may involve the Trustee in personal liability.

                  SECTION 6.6  LIMITATION ON SUITS.

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

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

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

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

                  (d) the Trustee does not comply with the request within 30
         days after receipt of the request and the offer of indemnity; and

<PAGE>
                                      -63-


                  (e) during such 30-day period the Holders of at least a
         majority in principal amount of the then outstanding Securities do not
         give the Trustee a direction which 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 6.7  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 the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of such Holder.

                  SECTION 6.8  COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.1(i) or (ii)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Securities for the whole amount of principal and accrued interest remaining
unpaid, together with interest overdue on principal and, to the extent that
payment of such interest is lawful, interest on overdue installments of
interest, in each case at the interest rate 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 6.9  TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee shall be entitled and empowered to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company or any of its Subsidiaries (or any other
obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each

<PAGE>
                                      -64-


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 7.7. 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 pursuant to this Article VI,
it shall pay out such money in the following order:

                  First:  to the Trustee for amounts due under Section 7.7;

                  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.

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

                  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 6.7, or a suit by any Holder, or 

<PAGE>
                                      -65-


group of Holders, holding in the aggregate more than 10% in principal amount of
the outstanding Securities.

                  SECTION 6.12 RIGHTS AND REMEDIES CUMULATIVE.

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 6.13 DELAY OR OMISSION NOT WAIVER.

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


                                   ARTICLE VII

                                     TRUSTEE

                  SECTION 7.1  DUTIES OF TRUSTEE.

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

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

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

<PAGE>
                                      -66-


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

                  (c) Notwithstanding anything to the contrary herein contained,
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:

                    (i) This paragraph does not limit the effect of paragraph
         (b) of this Section 7.1.

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

                  (iii) The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Sections 6.4 and 6.5.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.1.

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

<PAGE>
                                      -67-


                  SECTION 7.2  RIGHTS OF TRUSTEE.

                  Subject to Section 7.1:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting upon any document reasonably believed by it to
         be genuine and to have been signed or presented by the proper Person.
         The Trustee shall not be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document, but the Trustee, in its discretion, may make such
         further inquiry or investigation into such facts or matters as it may
         see fit.

                  (b) Before the Trustee acts or refrains from acting with
         respect to any matter contemplated by this Indenture, it may require an
         Officers' Certificate or an Opinion of Counsel, which shall conform to
         the provisions of Section 11.5. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on such
         certificate or opinion.

                  (c) The Trustee may act through its attorneys and agents and
         shall not be responsible for the misconduct or negligence of any agent
         (other than the negligence or willful misconduct of 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 and without negligence which it reasonably
         believes to be authorized or within its rights or powers conferred upon
         it by this Indenture or the TIA.

                  (e) 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.

<PAGE>
                                      -68-


                  SECTION 7.3  INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company, or its Subsidiaries and 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 is subject to Sections 7.10 and 7.11.

                  SECTION 7.4  TRUSTEE'S DISCLAIMER.

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

                  SECTION 7.5  NOTICE OF DEFAULTS.

                  If a Default or an Event of Default with respect to the
Securities occurs and is continuing and is known to a Trust Officer, the Trustee
shall mail to each Holder a notice of the Default or Event of Default within 30
days after it occurs or, if later, within 10 days after such Default or Event of
Default becomes known to the Trustee, unless such Default or Event of Default
has been cured. Except in the case of a Default or Event of Default in the
payment of principal of or interest on any Security, including an acceleration,
and the failure to make payment when required by Sections 4.12 and 4.15, the
Trustee may withhold the notice to the Holders if and so long as a committee of
its Trust Officers determines in good faith that withholding the notice is in
the interest of the Holders.

                  SECTION 7.6  REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after each May 15 beginning with May 15, 1999,
the Trustee shall transmit to each Securityholder a report dated as of May 15 of
the relevant year that complies with the requirements of TIA Sections 313(a).
The Trustee also shall comply with TIA Sections 313(b) and TIA Sections 313(c)
and (d). A copy of such report at the time of its transmission to
Securityholders shall be filed with the SEC, if required, with each stock
exchange, if any, on which the Securities are listed and with the Company.

<PAGE>
                                      -69-


                  The Company shall promptly notify the Trustee if the
Securities become listed on any stock exchange and the Trustee shall comply with
TIA Sections 313(d).

                  SECTION 7.7  COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee, the Paying Agent and the
Registrar from time to time reasonable compensation for their respective
services rendered hereunder. 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 out-of-pocket
disbursements, expenses and advances (including reasonable fees and expenses of
counsel) incurred or made by each of them in connection with the performance of
its duties under this Indenture. Such expenses shall include the reasonable
compensation, reasonable out-of-pocket disbursements and reasonable expenses of
the Trustee's agents and counsel.

                  The Company shall indemnify and hold harmless the Trustee and
its agents, employees, officers, directors and shareholders against any claim,
demand, expense (including but not limited to attorneys' fees and expenses),
loss or liability incurred by it arising out of or in connection with the
administration of its duties under this Indenture. The Trustee shall notify the
Company promptly of any claim asserted against it for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall provide
reasonable cooperation at the Company's expense in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel; PROVIDED that the Company will not be required to pay such fees
and expenses if it assumes the Trustee's defense and there is no conflict of
interest between the Company and the Trustee in connection with such defense.
The Company need not pay for any settlement made without its written consent.
The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by it in its capacity as Trustee, except money or
property held in trust to pay principal of or interest on particular Securities.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(vi) or (vii) 

<PAGE>
                                      -70-


occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

                  SECTION 7.8  REPLACEMENT OF TRUSTEE.

                  The Trustee may resign at any time by so notifying the Company
in writing, such resignation to be effective upon the appointment of a successor
Trustee. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent which consent shall not
be unreasonably withheld. The Company may remove the Trustee if:
                  (a)  the Trustee fails to comply with Section 7.10;

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

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee (subject to the lien provided in Section 7.7), 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 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 25% in 

<PAGE>
                                      -71-


principal amount of then 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 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

                  SECTION 7.9  SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee; PROVIDED such corporation shall be otherwise
qualified and eligible under this Article VII.

                  SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1) and (2). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Sections 310(b); PROVIDed that there shall be excluded from the operation of TIA
Sections 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 Sections
310(b)(1) are met. The provisions of TIA Sections 310 shall apply to the
Company, as obligor of the Securities.

                  SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST 
                               COMPANY.

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

<PAGE>
                                      -72-


                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  SECTION 8.1  TERMINATION OF THE COMPANY'S OBLIGATIONS.

                  The Company may terminate its obligations under the Securities
and this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.1, if all Securities previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment U.S. Legal Tender has
theretofore been deposited with the Trustee or the Paying Agent in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company, as provided in Section 8.5) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder, or if:

                  (a) either (i) pursuant to Article III, the Company shall have
         given notice to the Trustee and mailed a notice of redemption to each
         Holder of the redemption of all of the Securities under arrangements
         satisfactory to the Trustee for the giving of such notice or (ii) all
         Securities have otherwise become due and payable hereunder;

                  (b) the Company shall have irrevocably deposited or caused to
         be deposited with the Trustee or a trustee satisfactory to the Trustee,
         under the terms of an irrevocable trust agreement in form and substance
         satisfactory to the Trustee, as trust funds in trust solely for the
         benefit of the Holders for that purpose, U.S. Legal Tender in such
         amount as is sufficient without consideration of reinvestment of
         interest, to pay principal of, premium, if any, and interest on the
         outstanding Securities to maturity or redemption; PROVIDED that the
         Trustee shall have been irrevocably instructed to apply such U.S. Legal
         Tender to the payment of said principal, premium, if any, and interest
         with respect to the Securities and, PROVIDED, FURTHER, that from and
         after the time of deposit, the money deposited shall not be subject to
         the rights of holders of Senior Indebtedness pursuant to the provisions
         of Article X;

                  (c) no Default or Event of Default with respect to this
         Indenture or the Securities shall have occurred and be continuing on
         the date of such deposit or shall occur 

<PAGE>
                                      -73-


         immediately after giving effect to such deposit and such deposit
         will not result in a breach or violation of, or constitute a default
         under, any other instrument to which the Company is a party or by
         which it is bound;

                  (d) the Company shall have paid all other sums payable by it
         hereunder; and

                  (e) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent providing for or relating to the termination of
         the Company's obligations under the Securities and this Indenture have
         been complied with. Such Opinion of Counsel shall also state that such
         satisfaction and discharge does not result in a default under the
         Credit Agreement (if then in effect) or any other material agreement or
         material instrument then known to such counsel that binds or affects
         the Company.

                  Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.5, 2.6, 2.7, 4.1, 4.2, 7.7, 8.5 and 8.6 shall survive
until the Securities are no longer outstanding pursuant to the last paragraph of
Section 2.8. After the Securities are no longer outstanding, the Company's
obligations in Sections 7.7, 8.5 and 8.6 shall survive.

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

                  SECTION 8.2  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

                  (a) The Company may, at its option by Board Resolution of the
Board of Directors of the Company, at any time, elect to have either paragraph
(b) or (c) below be applied to all outstanding Securities upon compliance with
the conditions set forth in Section 8.3.

                  (b) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.3, be deemed to have been
discharged from its obligations with respect to all outstanding Securities on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and dis-

<PAGE>
                                      -74-


charged the entire Indebtedness represented by the outstanding Securities, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.4 hereof and the other Sections of this Indenture referred to in (i) and (ii)
below, and to have satisfied all its other obligations under such Securities and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), and Holders of the
Securities and any amounts deposited under Section 8.3 hereof shall cease to be
subject to any obligations to, or the rights of, any holder of Senior
Indebtedness under Article X or otherwise, except for the following provisions,
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 Section 8.4 hereof, and as more fully set forth in such
Section, payments in respect of the principal of and interest on such Securities
when and to the extent such payments are due, (ii) the Company's obligations
with respect to such Securities under Article II and Section 4.2 hereof, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith, including Section 7.7 hereof
and (iv) this Article VIII. Subject to compliance with this Article VIII, the
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) hereof.

                  (c) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.3 hereof, be released from
its obligations under the covenants contained in Sections 4.8 through 4.15 and
Article V hereof with respect to the outstanding Securities on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Securities shall not be deemed outstanding for
accounting purposes) and Holders of the Securities and any amounts deposited
under Section 8.3 hereof shall cease to be subject to any obligations to, or the
rights of, any holder of Senior Indebtedness under Article X or otherwise. For
this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by 

<PAGE>
                                      -75-


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
or Default under Section 6.1(iii) hereof, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition, upon the Company's exercise under paragraph (a) hereof of the option
applicable to this paragraph (c), subject to the satisfaction of the conditions
set forth in Section 8.3 hereof, Sections 6.1(iii), 6.1(iv) and 6.1(v) shall not
constitute Events of Default.

                  SECTION 8.3  CONDITIONS TO LEGAL DEFEASANCE OR COVENANT 
                               DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.2(b) or 8.2(c) hereof to the outstanding Securities:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, U.S. Legal Tender or U.S.
         Government Obligations which through the scheduled payment of principal
         and interest in respect thereof in accordance with their terms, will
         provide, not later than one day before the due date of any payment on
         the Securities, U.S. Legal Tender, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium, if any, and interest on the Securities on the stated date
         for payment thereof or on the applicable redemption date, as the case
         may be, of such principal or installment of principal of or interest on
         the Securities; PROVIDED that the Trustee shall have received an
         irrevocable written order from the Company instructing the Trustee to
         apply such U.S. Legal Tender or the proceeds of such U.S. Government
         Obligations to said payments with respect to the Securities;

                  (b) in the case of an election under Section 8.2(b) hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that (A) the Company has received from, or there has been published by,
         the Internal Revenue Service a ruling or (B) since the date of this

<PAGE>
                                      -76-


         Indenture, there has been a change in the applicable federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders of the Securities will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such Legal Defeasance and will be subject to federal income
         tax on the same amounts, in the same manner and at the same times as
         would have been the case if such Legal Defeasance had not occurred;

                  (c) in the case of an election under Section 8.2(c) hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that the Holders of the Securities will not recognize income, gain or
         loss for federal income tax purposes as a result of such Covenant
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d) 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 (other than a Default or Event of Default
         resulting from the incurrence of Indebtedness all or a portion of the
         proceeds of which will be used to defease the Securities pursuant to
         this Article VIII concurrently with such incurrence) or insofar as
         Sections 6.1(vi) and 6.1(vii) hereof are concerned, at any time in the
         period ending on the 91st day after the date of such deposit;

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

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

<PAGE>
                                      -77-


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

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (i) the trust funds will not be subject
         to any rights of any holders of Senior Indebtedness, including, without
         limitation, those arising under this Indenture, and (ii) assuming no
         intervening bankruptcy or insolvency of the Company between the date of
         deposit and the 91st day following the deposit and that no Holder is an
         insider of the Company, after the 91st day following the deposit, the
         trust funds will not be subject to the effect of any applicable
         Bankruptcy Law.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above of this Section 8.3 need not be delivered if all Securities
not theretofore delivered to the Trustee for cancellation (i) have become due
and payable, (ii) will become due and payable on the Maturity Date within one
year or (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

                  SECTION 8.4  APPLICATION OF TRUST MONEY.

                  The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender or U.S. Government Obligations deposited with it pursuant to this Article
VIII, and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of and interest on the Securities. The Trustee shall be under no
obligation to invest said U.S. Legal Tender or U.S. Government Obligations
except as it may agree with the Company.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Legal Tender or
U.S. Government Obligations deposited pursuant to Section 8.3 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Securities.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company 

<PAGE>
                                      -78-


from time to time upon the Company's request any U.S. Legal Tender or U. S.
Government Obligations held by it as provided in Section 8.3 hereof which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

                  SECTION 8.5  REPAYMENT TO THE COMPANY.

                  Subject to this Article VIII, the Trustee and the Paying Agent
shall promptly pay to the Company upon request any excess U.S. Legal Tender or
U.S. Government Obligations held by them at any time and thereupon shall be
relieved from all liability with respect to such money. The Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years;
PROVIDED that the Trustee or such Paying Agent, before being required to make
any payment, may 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, Holders entitled to such
money must look to the Company for payment as general creditors unless an
applicable law designates another Person.

                  SECTION 8.6  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 Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying Agent is
permitted to apply all such U.S. Legal Tender or U.S. Government Obligations in
accordance with this Article VIII; PROVIDED that if the Company has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the U.S. Legal
Tender or 

<PAGE>
                                      -79-


U.S. Government Obligations held by the Trustee or Paying Agent.


                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 9.1  WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company, when
authorized by resolutions of its Board of Directors (copies of which shall be
delivered to the Trustee) and the Trustee may amend or supplement this Indenture
or the Securities without notice to any Holder for any of the following
purposes:

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

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

                  (c)  to provide for collateral for the Securities;

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

                  (e) to effect or maintain the qualification of this Indenture
         under the TIA;

                  (f) to evidence the succession in accordance with Article V
         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;
         or

                  (g) to make any other change that does not adversely affect
         the rights of any Holder; PROVIDED that in making such change, the
         Trustee may rely upon an Opinion of Counsel stating that such change
         does not adversely affect the rights of any Holder.

                  SECTION 9.2  WITH CONSENT OF HOLDERS.

                  Subject to Section 6.7 and the provisions of this Section 9.2,
the Company, when authorized by resolution of its Board of Directors (copies of
which shall be delivered to the Trustee), and the Trustee may amend or
supplement this Indenture with the written consent of the Holders of at least a
ma-

<PAGE>
                                      -80-


jority in aggregate principal amount of the Securities then outstanding. Subject
to Section 6.7 and the provisions of this Section 9.2, the Holders of, in the
aggregate, at least a majority in principal amount of the then outstanding
Securities affected may waive compliance by the Company with any provision of
this Indenture without notice to any other Securityholder. However, without the
consent of each Securityholder affected, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.4 may not:

                  (a) reduce the percentage of principal amount of Securities
         whose Holders must consent to an amendment, supplement or waiver of any
         provision of this Indenture or the Securities;

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

                  (c) reduce the principal amount of any Security, or reduce the
         redemption price or the repurchase price pursuant to Section 4.12 or
         4.15;

                  (d) change the Maturity Date, the Net Proceeds Payment Date
         (other than in accordance with Section 4.12) or Change of Control
         Payment Date (other than in accordance with Section 4.15) of any
         Security;

                  (e) alter the redemption provisions of Article III in a manner
         adverse to any Holder;

                  (f) make any changes in the provisions concerning waivers of
         Defaults or Events of Default by Holders of the Securities or the
         rights of Holders to recover the principal of, interest on, or
         redemption payment with respect to, any Security;

                  (g) make any changes in Section 6.4, 6.7 or this clause (g);

                  (h) make the principal of, or the interest on, any Security
         payable with anything or in any manner other than as provided for in
         this Indenture and the Securities as in effect on the Issue Date;

                  (i) waive a Default or an Event of Default in the payment of
         principal of or interest on the Securities or that resulted from
         failure to make the payments required by Section 4.12 or 4.15;

<PAGE>
                                      -81-


                  (j) make any change to the subordination provisions of this
         Indenture and the Securities in a manner that adversely affects the
         Holders; or

                  (k) make any changes relating to (i) the right of the Trustee
         to file proof of claim in any bankruptcy or similar proceeding, or (ii)
         the limitation on the right of Holders to direct the Trustee to
         institute legal proceedings with respect to this Indenture or to such
         provision.

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  Notwithstanding the foregoing, no amendment shall modify any
provision of Article X of the Indenture without the consent of each holder of
any then outstanding Designated Senior Indebtedness.

                  After an amendment, supplement or waiver under this Section
9.2 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.

                  In connection with any amendment, supplement or waiver under
this Article IX, the Company may, but shall not be obligated to, offer to any
Holder who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

                  SECTION 9.3  COMPLIANCE WITH TRUST INDENTURE ACT.

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

                  SECTION 9.4  REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of that Security that evidences
the same debt as the consenting Holder's Security, even if notation of the
consent is 

<PAGE>
                                      -82-


not made on any Security. However, any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of a Security. Such revocation
shall be effective only if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective. Notwithstanding
the above, nothing in this paragraph shall impair the right of any
Securityholder under Sections 316(b) of the TIA.

                  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 which record date shall be at least 10 days
prior to the first solicitation of such consent. If a record date is fixed, then
notwithstanding the second and third sentences of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. Such
consent shall be effective only for actions taken within 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 (a) through (k) of Section 9.2. In that case the amendment, supplement
or waiver shall bind each Holder of a Security who has consented to it.

                  SECTION 9.5  NOTATION ON OR EXCHANGE OF SECURITIES.

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

                  SECTION 9.6  TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article IX if the amendment, 

<PAGE>
                                      -83-


supplement or waiver does not adversely affect the rights, duties or immunities
of the Trustee. If it does, the Trustee may, but need not, sign it. In signing
any amendment, supplement or waiver, the Trustee shall be entitled to receive,
if requested, an indemnity reasonably satisfactory to it and to receive, and
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture. The Company may not sign an amendment until its Board of Directors
approves it.


                                    ARTICLE X

                                  SUBORDINATION

                  SECTION 10.1 SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

                  The Company, for itself and its successors, and each Holder,
by his acceptance of Securities, agrees that the payment of the principal of and
interest on the Securities is subordinated, to the extent and in the manner
provided in this Article X, to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness, whether outstanding on the Issue Date or
thereafter incurred, including any interest accruing subsequent to a bankruptcy
or other similar proceeding whether or not such interest is an allowed claim
enforceable against the Company in a bankruptcy case under Title 11 of the
United States Code.

                  This Article X shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness, and such provisions are made for the benefit of the
holders of Senior Indebtedness, and such holders are made obligees hereunder and
any one or more of them may enforce such provisions.

                  SECTION 10.2 NO PAYMENT ON SECURITIES IN CERTAIN
                               CIRCUMSTANCES.

                  (a) No direct or indirect payment by or on behalf of the
Company of principal of or interest on the Securities whether pursuant to the
terms of the Securities or upon acceleration or otherwise shall be made if, at
the time of such payment, there exists a default in the payment of all or any
portion of principal of or interest on any Senior Indebtedness, and such default
shall not have been cured or waived or the 

<PAGE>
                                      -84-


benefits of this sentence waived by or on behalf of the holders of the Senior
Indebtedness. In addition, during the continuance of any other event of default
with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated, upon the occurrence of (a) receipt by the
Trustee of written notice from the holders of a majority of the outstanding
principal amount of the Designated Senior Indebtedness or their Representative,
or (b) if such event of default results from the acceleration of the Securities,
the date of such acceleration, no such payment may be made by or on behalf of
the Company upon or in respect of the Securities for a period ("Payment Blockage
Period") commencing on the earlier of the date of receipt of such notice or the
date of such acceleration and ending 179 days thereafter (unless such Payment
Blockage Period shall be terminated by written notice to the Trustee from the
holders of a majority of the outstanding principal amount of the Designated
Senior Indebtedness or their Representative who delivered such notice).
Notwithstanding anything herein to the contrary, in no event will a Payment
Blockage Period extend beyond 179 days from the date on which such Payment
Blockage Period was commenced. Not more than one Payment Blockage Period may be
commenced with respect to the Securities during any period of 360 consecutive
days. For all purposes of this paragraph, no event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis for the commencement of a second
Payment Blockage Period by the holders of such Designated Senior Indebtedness or
their Representative whether or not within a period of 360 consecutive days
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days.

                  (b) In furtherance of the provisions of Section 10.1, in the
event that, notwithstanding the foregoing provisions of this Section 10.2, any
payment on account of principal of or interest on the Securities or to redeem
(or make a deposit in redemption of), defease or acquire any of the Securities
shall be made by or on behalf of the Company and received by the Trustee, by any
Holder or by any Paying Agent (or, if the Company is acting as its own Paying
Agent, money for any such payment shall be segregated and held in trust), at a
time when such payment was prohibited by the provisions of this Section 10.2,
then, unless and until such payment is no longer prohibited by this Section
10.2, such payment (subject to the provisions of Section 10.6) shall be received
and held in trust by the Trustee or such Holder or Paying Agent for the 

<PAGE>
                                      -85-


benefit of the holders of Senior Indebtedness or their Representative, ratably
according to the respective amounts of the Senior Indebtedness held or
represented by each, and shall be paid over or delivered to the holders of the
Senior Indebtedness remaining unpaid to the extent necessary to enable payment
in full in cash and cash equivalents to the holders of Senior Indebtedness of
all Senior Indebtedness remaining unpaid, after giving effect to all concurrent
payments and such distributions to or for the holders of Senior Indebtedness.

                  The Company shall give prompt written notice to the Trustee of
any default or event of default, and any cure or waiver thereof, or any
acceleration under any Senior Indebtedness or under any agreement pursuant to
which Senior Indebtedness may have been issued.

                  SECTION 10.3 SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL
                               SENIOR INDEBTEDNESS ON DISSOLUTION, LIQUIDATION
                               OR REORGANIZATION OF COMPANY.

                  Upon any distribution of assets of the Company of any kind or
character, whether in cash, property or securities upon any dissolution, winding
up, total or partial liquidation or reorganization of the Company (including,
without limitation, in bankruptcy, insolvency or receivership proceedings or
upon any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company):

                  (a) the holders of all Senior Indebtedness shall first be
         entitled to receive payment in full in cash or cash equivalents of all
         amounts payable under Senior Indebtedness (including interest after the
         commencement of any such proceeding at the rate specified in the
         applicable Senior Indebtedness whether or not such interest is an
         allowed claim against the Company in any such proceeding), before the
         Holders or the Trustee on behalf of the Holders are entitled to receive
         any payment on account of the principal of or interest on the
         Securities;

                  (b) any payment or distribution of assets or securities of the
         Company of any kind or character, whether in cash, property or
         securities, to which the Holders or the Trustee on behalf of the
         Holders would be entitled except for the provisions of this Article X,
         shall be paid by the Company or by any liquidating trustee or agent or
         other Person making such a payment or distribution, directly to the
         holders of Senior Indebtedness or their Representa-

<PAGE>
                                      -86-


         tive, ratably according to the respective amounts of Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full in cash or cash equivalents of all Senior
         Indebtedness remaining unpaid after giving effect to all concurrent
         payments and distributions to or for the holders of such Senior
         Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets or securities of the Company of any
         kind or character, whether in cash, property or securities, shall be
         received by the Trustee or the Holders or any Paying Agent (or, if the
         Company is acting as its own Paying Agent, money for any such payment
         or distribution shall be segregated or held in trust) on account of
         principal of or interest on the Securities before all Senior
         Indebtedness is paid in full in cash or cash equivalents, such payment
         or distribution (subject to the provisions of Section 10.6) shall be
         received and held in trust by the Trustee or such Holder or Paying
         Agent for the benefit of the holders of the Senior Indebtedness or
         their Representative, ratably according to the respective amounts of
         Senior Indebtedness held or represented by each, and shall be paid over
         or delivered to the holders of the Senior Indebtedness remaining unpaid
         to the extent necessary to make payment in full of all Senior
         Indebtedness remaining unpaid after giving effect to all concurrent
         payments and distributions to or for the holders of such Senior
         Indebtedness.

                  The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company or
assignment for the benefit of creditors by the Company.

                  SECTION 10.4 HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF
                               SENIOR INDEBTEDNESS.

                  Subject to the payment in full in cash or cash equivalents of
all Senior Indebtedness, the Holders of Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Securities shall be paid in full, and for the
purpose of such subrogation no such payments or distributions to the holders of
Senior Indebtedness by or on behalf of the Company, or by or behalf of the
Holders by virtue of this Article X, which otherwise would have been made to the
Holders, 

<PAGE>
                                      -87-


shall, as between the Company and the Holders, be deemed to be payment by the
Company to or on account of the Senior Indebtedness, it being understood that
the provisions of this Article X are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

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

                  SECTION 10.5 OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

                  Nothing contained in this Article X or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
X, of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any distribution of assets or securities of the Company referred to in this
Article X, the Trustee, subject to the provisions of Sections 7.1 and 7.2, and
the Holders shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts per-

<PAGE>
                                      -88-


tinent thereto or to this Article X. Nothing in this Section 10.5 shall apply to
the claims of, or payments to, the Trustee under or pursuant to Section 7.7.

                  SECTION 10.6 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT
                               PROHIBITED IN ABSENCE OF NOTICE.

                  The Trustee or any Paying Agent shall not at any time be
charged with the knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee or Paying Agent, unless and until
the Trustee or Paying Agent shall have received written notice thereof from the
Company or one or more holders of Senior Indebtedness or from any trustee or
agent therefor, and, prior to the receipt of any such written notice, the
Trustee or paying agent shall be entitled to assume conclusively that no such
facts exist. Unless at least three Business Days prior to the date on which by
the terms of this Indenture any moneys are to be deposited by the Company with
the Trustee or any Paying Agent (whether or not in trust) for any purpose
(including, without limitation, the payment of the principal, the interest or
other amounts due on any Security), the Trustee or Paying Agent shall have
received with respect to such moneys the notice provided for in the preceding
sentence, the Trustee or Paying Agent shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such date. The foregoing shall not apply to the
Paying Agent if the Company is acting as Paying Agent. Nothing contained in this
Section 10.6 shall limit the right of the holders of Senior Indebtedness to
recover payments as contemplated by Section 10.2.

                  SECTION 10.7 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
                               OMISSIONS OF COMPANY OR HOLDERS OF SENIOR
                               INDEBTEDNESS.

                  (a) No right of any present or future holders of any Senior
Indebtedness to enforce subordination provisions contained in this Article X
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms of
this Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with.

<PAGE>
                                      -89-


                  (b) Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness may, at any time and
from time to time, without the consent of or notice to the holders of any
Indebtedness of the Company, without incurring responsibility to the holders of
any Indebtedness of the Company and without impairing or releasing the
subordination provisions contained in this Article X, or the obligations
hereunder of the holders of the Indebtedness of the Company do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness or fail to perfect
or delay the perfection of any such lien; (iii) release any Person liable in any
manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

                  SECTION 10.8 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE
                               SUBORDINATION OF SECURITIES.

                  Each Holder of the Securities by his acceptance thereof
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provisions
contained in this Article X and to protect the rights of the Holders pursuant to
this Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company) tending towards
liquidation of the business and assets of the Company, the immediate filing of a
claim for the unpaid balance of his securities in the form required in said
proceedings and cause said claim to be approved. If the Trustee does not file a
proper claim or proof of debt in the form required in such proceeding prior to
30 days before the expiration of the time to file such claim or claims, then the
holders of the Senior Indebtedness or their Representative are or is hereby
authorized to have the right to file and are or is hereby authorized to file an
appropriate claim for and on behalf of the Holders of said Securities. Nothing
herein contained shall be deemed to authorize the Trustee or the holders of
Senior Indebtedness or their Representative to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, ar-

<PAGE>
                                      -90-


rangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee or the holders of Senior
Indebtedness or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

                  SECTION 10.9 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

                  The Trustee shall be entitled to all of the rights set forth
in this Article X in respect of any Senior Indebtedness at any time held by it
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

                  SECTION 10.10 ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT.

                  The failure to make a payment on account of principal of or
interest on the securities by reason of any provision of this Article X shall
not be construed as preventing the occurrence of a Default or an Event of
Default under Section 6.1.

                  SECTION 10.11 NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF
                                SENIOR INDEBTEDNESS.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness, and shall not be liable to any such holders
(other than for its willful misconduct or negligence) if it shall in good faith
mistakenly pay over or distribute to the Holders of Securities or the Company or
any other Person, cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article X or otherwise. Nothing
in this Section 10.11 shall affect the obligation of any other such Person to
hold such payment for the benefit of, and to pay such payment over to, the
holders of Senior Indebtedness or their Representative.


                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.1  TRUST INDENTURE ACT CONTROLS.

                  The provisions of TIA ss.ss. 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) 

<PAGE>
                                      -91-


are a part of and govern this Indenture, whether or not physically contained
herein.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by the above paragraph, the imposed duties
shall control.

                  SECTION 11.2  NOTICES.

                  Any notice or communication shall be sufficiently given if in
writing and delivered in Person or mailed by first-class mail or by telecopier,
followed by first-class mail, or by overnight service guaranteeing next-day
delivery, addressed as follows:

                  (a)  if to the Company:

                       BIG FLOWER PRESS HOLDINGS, INC.
                       3 East 54th Street
                       17th Floor
                       New York, New York  10022
                       Attention:  Secretary
                       Telecopier Number:  (212) 521-1640

                       with a copy to:

                       Sullivan & Cromwell
                       125 Broad Street
                       New York, New York  10004

                       Attention:  Robert E. Buckholz, Jr., Esq.

                       Telecopier Number:  (212) 558-3588

                  (b)  if to the Trustee:

                        State Street Bank and Trust Company
                        Goodwin Square, 23rd Floor
                        225 Asylum Street
                        Hartford, Connecticut  06103

                        Attention:  Corporate Trust Administration

                        Telecopier Number:  (860) 244-1889

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

<PAGE>
                                      -92-


                  Any notice or communication mailed to a Securityholder,
including any notice delivered in connection with TIA Sections 310(b), TIA
Sections 313(c), TIA Sections 314(a) and TIA Sections 315(b), shall be mailed to
such Holder, first-class postage prepaid, at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to such
Holder 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. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 11.3  COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

                  SECTION 11.4  CERTIFICATE AND OPINION OF COUNSEL 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 (a) an Officers' Certificate in form and
substance reasonably 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 (which officer signing
such certificate may rely, as to matters of law, on an Opinion of Counsel), (b)
an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of counsel, all such conditions have been
complied with (which counsel, as to factual matters, may rely on an Officers'
Certificate and certificates of public officials) and (c) where applicable, a
certificate or opinion by an independent certified public accountant
satisfactory to the Trustee that complies with TIA Sections 314(c).

<PAGE>
                                      -93-


                  SECTION 11.5  STATEMENTS REQUIRED IN CERTIFICATE AND OPINION
                                OF COUNSEL.

                  Each certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

                  (a) a statement that the Person making such certificate or
         rendering such Opinion of Counsel has read such covenant or condition;

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

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

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

                  SECTION 11.6  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

                  The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Securityholders.
The Paying Agent or Registrar may make reasonable rules for its functions.

                  SECTION 11.7  LEGAL HOLIDAYS.

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

                  SECTION 11.8            GOVERNING LAW.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY 

<PAGE>
                                      -94-


ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
SECURITIES.

                  SECTION 11.9  NO RECOURSE AGAINST OTHERS.

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

                  SECTION 11.10 SUCCESSORS.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

                  SECTION 11.11 COUNTERPARTS.

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

                  SECTION 11.12 SEVERABILITY.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and a Holder shall have no claim therefor against any party
hereto.

                  SECTION 11.13 TABLE OF CONTENTS, HEADINGS, ETC.

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

                  SECTION 11.14 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

<PAGE>
                                      -95-


Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

                  SECTION 11.15 BENEFITS OF INDENTURE.

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

                  SECTION 11.16 INDEPENDENCE OF COVENANTS.

                  All covenants and agreements in this Indenture shall be given
independent effect so that if any particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or otherwise be within the limitations of, another covenant shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

<PAGE>
                                      -96-


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

                                        BIG FLOWER PRESS HOLDINGS, INC.,
                                           as Issuer


                                        By: /s/ Authorized Signatory
                                           -------------------------------------
                                           Name:
                                           Title:


                                        STATE STREET BANK AND TRUST COMPANY,
                                          as Trustee


                                        By: /s/ Authorized Signatory
                                           -------------------------------------
                                           Name:
                                           Title:


<PAGE>

                                                                     EXHIBIT A-1


                           [FORM OF SERIES A SECURITY]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND IT IS ACQUIRING THIS SECURITY
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OR (B)
IT IS NOT A U.S. PERSON (AND IS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON) AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT
TO REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO BIG FLOWER PRESS HOLDINGS, INC. (THE "COMPANY"), (B)
INSIDE THE UNITED STATES TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT)
(AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE), OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED 

<PAGE>
                                      -2-


STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.

                  THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR
RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.

                  THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE
BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 9, 1998,
ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS FROM TIME TO TIME
OF SECURITIES.

<PAGE>
                                      -3-


No.                                                               $

BIG FLOWER PRESS HOLDINGS, INC.

8 5/8% SENIOR SUBORDINATED NOTE DUE 2008
          BIG FLOWER PRESS HOLDINGS, INC. promises to pay to

               or registered assigns the principal sum of

               Dollars on December 1, 2008.

Interest Payment Dates:  January 1 and July 1

Record Dates:  June 15 and December 15

                                         BIG FLOWER PRESS HOLDINGS, INC.,
                                           as Issuer


                                         By:
                                            ------------------------------------
                                                  Authorized Signature


                                         By:
                                            ------------------------------------
                                                  Authorized Signature


Dated:  December 9, 1998

CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 5/8% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

                                        STATE STREET BANK AND TRUST COMPANY,
                                          as Trustee


                                         By:
                                            ------------------------------------
                                                  Authorized Signature

<PAGE>
                                      -4-


                              (REVERSE OF SECURITY)


                    8 5/8% SENIOR SUBORDINATED NOTE DUE 2008


                  1.     INTEREST. BIG FLOWER PRESS HOLDINGS, INC., a Delaware
corporation (the "Company", which term shall include any successor thereto in
accordance with the Indenture), promises to pay, until the principal hereof is
paid or made available for payment, interest (including any Accrued Bankruptcy
Interest) on the principal amount set forth on the reverse side hereof at a rate
of 8 5/8% PER ANNUM. Interest on the Securities will accrue from and including
the most recent date to which interest has been paid or, if no interest has been
paid, from and including the date of issuance of such Securities through but
excluding the date on which interest is paid. Interest shall be payable in
arrears on January 1 and July 1 (each an "Interest Payment Date"), commencing
July 1, 1999. Interest will be computed on the basis of a 360-day year of twelve
full 30-day months.

                  2.   METHOD OF PAYMENT. The Company will pay interest on
the Securities (except defaulted interest) to the Persons who are registered
Holders of Securities at the close of business on the June 15 and December 15
immediately preceding the Interest Payment Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. At
the Company's option, interest may be paid by check mailed to the registered
address of the Holder of this Security.

                  3.   PAYING AGENT AND REGISTRAR.  Initially, Sate Street Bank
and Trust Company (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice.

                  4.   INDENTURE. The Company issued the Securities under an
Indenture dated as of December 9, 1998 (the "Indenture") between the Company and
the Trustee. This Security is one of an issue of Securities of the Company
issued under the Indenture. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb) as amended from time to
time. The Securities are subject to all such terms, and Securityholders are
referred to the 

<PAGE>
                                      -5-


Indenture and such Act for a statement of them. Capitalized terms used herein
and not otherwise defined have the meanings set forth in the Indenture. The
Securities are general unsecured obligations of the Company limited in aggregate
principal amount to $350,000,000.

                  5.   OPTIONAL REDEMPTION. The Company, at its option, may
redeem all or any of the Securities, in whole or in part, at any time on or
after December 1, 2003 at the redemption prices (expressed in percentages of
principal amount) set forth below plus accrued and unpaid interest thereon to
the Redemption Date, if redeemed during the 12-month period beginning December 1
of the years indicated below:

<TABLE>
<CAPTION>

                  Year                                           Percentage
                  ----                                           ----------
<S>                                                             <C>
                  2003...........................................104.313%
                  2004...........................................102.875%
                  2005...........................................101.438%
                  2006 and thereafter............................100.000%

</TABLE>

                  In addition, at any time prior to December 1, 2001, the
Company may redeem up to 35% of the principal amount of the Securities
originally issued with the net proceeds from issuances of Equity Interests of
the Company (other than Redeemable Stock) at a redemption price equal to
108.625% of the principal thereof, plus accrued and unpaid interest to the
Redemption Date; PROVIDED that at least 65% of the aggregate principal amount of
the Notes issued under this Indenture shall remain outstanding after each such
redemption. Any such redemption shall occur on or prior to 180 days after the
receipt of the proceeds of such issuances of Equity Interests.

                  In addition, at any time prior to December 1, 2003, upon the
occurrence of a Change of Control that has been approved by a majority of the
Board of Directors of the Company as such Board of Directors was constituted
immediately prior to the transaction giving rise to such Change of Control, the
Company may redeem the Securities, in whole but not in part, at a redemption
price equal to the principal amount thereof plus the Applicable Premium plus
accrued and unpaid interest, if any, to the date of redemption. Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
holders of the Securities not more than 30 days following the occurrence of a
Change of Control. The Company may not redeem Securities pursuant to this
paragraph if it has made an offer to repurchase the Securities in accordance
with the Indenture with respect to such Change of Control.

<PAGE>
                                      -6-


                  "Applicable Premium" means, with respect to a Security, the
greater of (i) 4.313% of the then outstanding principal amount of such Security
and (ii)(a) the present value of all remaining required interest and principal
payments due on such Security and all premium payments relating thereto assuming
a redemption date of December 1, 2003, computed using a discount rate equal to
the Treasury Rate plus 75 basis points minus (b) the then outstanding principal
amount of such Security minus (c) accrued interest required to be paid on the
redemption date. The Applicable Premium will be stated in an Officers'
Certificate, on which the Trustee will be able to rely conclusively.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) which has become publicly available at least two business days prior
to the date fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the then remaining term to December 1, 2003; PROVIDED, HOWEVER, that if
the then remaining term to December 1, 2003 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the then remaining term to December 1, 2003 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

                  6.   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 his registered address. On and after
the Redemption Date, unless the Company defaults in making the redemption
payment, interest ceases to accrue on Securities or portions thereof called for
redemption.

                  7.   OFFERS TO PURCHASE. Sections 4.12 and 4.15 of the
Indenture provide that after an Asset Sale, or upon the occurrence of a Change
of Control, and subject to further limitations contained therein, the Company
shall make an offer to purchase certain amounts of Securities in accordance with
the procedures set forth in the Indenture.

<PAGE>
                                      -7-


                  8.   DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer 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 to it any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not transfer or exchange any Security or portion of a Security selected for
redemption, or transfer or exchange any Securities for a period of 15 days
before a selection of Securities to be redeemed.

                  9.   PERSONS DEEMED OWNERS.  The registered holder of a 
Security may be treated as the owner of it for all purposes.

                  10.   UNCLAIMED MONEY. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its request. After that, Holders
entitled to the money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another Person.

                  11.    AMENDMENT, SUPPLEMENT, WAIVER. The Company and the
Trustee may, without the consent of the holders of any outstanding Securities,
amend, waive or supplement the Indenture or the Securities for certain specified
purposes, including, among other things, curing ambiguities, defects or
inconsistencies, maintaining the qualification of the Indenture under the Trust
Indenture Act of 1939 or making any other change that does not adversely affect
the rights of any Holder. Other amendments and modifications of the Indenture or
the Securities may be made by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
outstanding Securities, subject to certain exceptions requiring the consent of
the Holders of the particular Securities (and, in certain cases, holders of
Designated Senior Indebtedness) to be affected.

                  12.   SUCCESSOR CORPORATION. When a successor corporation
assumes all the obligations of its predecessor under the Securities and the
Indenture and the transaction complies with the terms of Article V of the
Indenture, the predecessor corporation will, subject to certain exceptions, be
released from those obligations.

                  13.   DEFAULTS AND REMEDIES. Events of Default include:
default in payment of interest on any Security for 30 days; default in payment
of principal of or premium on the Se-

<PAGE>
                                      -8-


curities at maturity, or upon acceleration, redemption or otherwise; failure by
the Company and its Subsidiaries for 45 days after written notice to it from the
Trustee or Holders of at least 25% in principal amount of the then outstanding
Securities, to comply with any of the other agreements or covenants in or
provisions of the Indenture or the Securities; certain defaults under other
Indebtedness; certain final judgments that remain undischarged for 60 days after
being entered; and certain events of bankruptcy or insolvency with respect to
the Company and its Significant Restricted Subsidiaries. If an Event of Default
occurs and is continuing (and has not been waived in accordance with the
provisions of the Indenture), the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities may declare all
the Securities to be immediately due and payable for an amount equal to 100% of
the principal amount of the Securities plus accrued interest to the date of
payment, except that in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all outstanding Securities become due and
payable immediately without further action or notice, subject to the rights of
holders of Senior Indebtedness. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing Default
or Event of Default (except a Default or an Event of Default in payment of
principal, premium, if any, or interest) if and so long as a committee of its
Trust Officers determines in good faith that withholding notice is in their
interests. The Company must furnish an annual compliance certificate to the
Trustee.

                  14.   RESTRICTIVE COVENANTS. The Indenture imposes certain
limitations on the ability of the Company and its Subsidiaries to, among other
things, pay dividends and make distributions with respect to or repurchase or
otherwise acquire or retire for value any of their Equity Interests, make
certain Investments, incur additional Indebtedness, enter into transactions with
Affiliates, incur Liens, sell assets, merge or consolidate with any other Person
and sell, lease, transfer or otherwise dispose of substantially all of their
properties or assets. 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.

<PAGE>
                                      -9-


                  15.   TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

                  16.   NO RECOURSE AGAINST OTHERS. No past, present or
future director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder 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.

                  17.   DISCHARGE OF INDENTURE; DEFEASANCE. The Indenture
contains provisions for defeasance at any time, upon compliance with certain
conditions set forth therein, of (i) the entire indebtedness of this Security or
(ii) certain restrictive covenants and Events of Default with respect to this
Security.

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

                  19.   ABBREVIATIONS. Customary abbreviations may be used in
the name of a Securityholder or an assignee, such as: TEN COM (= tenants in
common), TENANT (= 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).

                  20.   SUBORDINATION. The Securities are subordinated to all
Senior Indebtedness, which includes any Indebtedness permitted to be incurred
pursuant to the terms of the "Limitation on Additional Indebtedness" covenant in
the Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Securities. Notwithstanding anything to the contrary, Senior
Indebtedness shall not include (i) Indebtedness that is expressly subordinated
or junior in right of payment to any Indebtedness of the Company, (ii)
Indebtedness that is represented by Redeemable Stock, (iii) any liability for
federal, state, or local taxes owed or owing by the Company, (iv) Indebtedness
of the Company to any Subsidiary of the Company, (v) trade payables and (vi)
Indebtedness that 

<PAGE>
                                      -10-


is incurred in violation of the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities may be paid.
The Company agrees, and each Holder by accepting a Security consents and agrees,
to the subordination provided in the Indenture and authorizes the Trustee to
give it effect.

                  21.   REGISTRATION RIGHTS. Pursuant to the Registration
Rights Agreement, the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Security shall have the right to exchange
this Security for Securities of a separate series issued under the Indenture (or
a trust indenture substantially identical to the Indenture in accordance with
the terms of the Registration Rights Agreement) which have been registered under
the Securities Act, in like principal amount and having identical terms as this
Security. The Holders of the Securities 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.

                  22.   GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  The provisions of this Security are expressly made subject to 
the more detailed provisions set forth in the Indenture and the Registration
Rights Agreement, which shall for all purposes be controlling. The Company will
furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:

                           BIG FLOWER PRESS HOLDINGS, INC.
                           3 East 54th Street
                           17th Floor
                           New York, New York  10022
                           Attention:  Secretary

<PAGE>

                                 ASSIGNMENT FORM


If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Security to


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

(Insert assignee's social security or tax ID number)
                                                     ---------------------------

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

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

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

(Print or type assignee's name, address and zip code) and irrevocably appoint

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

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

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

Date:               Your signature:
     --------------                ---------------------------------------------
                                   (Sign exactly as your name appears on the
                                   other side of this Security)

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


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Security purchased by the Company 
pursuant to Section 4.12 or 4.15 of the Indenture, check the Box: [ ]

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 4.12 or 4.15 of the Indenture, state the amount:

                                 $
                                  =============


Date:               Your signature:
     --------------                ---------------------------------------------
                                   (Sign exactly as your name appears on the
                                   other side of this Security)

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


<PAGE>


                          [FORM OF SERIES B SECURITIES]


                                                                     Exhibit A-2



No.                                                               $

                         BIG FLOWER PRESS HOLDINGS, INC.

                    8 5/8% SENIOR SUBORDINATED NOTE DUE 2008


                  BIG FLOWER PRESS HOLDINGS, INC. promises to pay to
                       or registered assigns the principal sum of
                       Dollars on December 1, 2008.

Interest Payment Dates:  January 1 and July 1

Record Dates:  June 15 and December 15

                                         BIG FLOWER PRESS HOLDINGS, INC.,
                                           as Issuer


                                         By:
                                            ------------------------------------
                                                  Authorized Signature


                                         By:
                                            ------------------------------------
                                                  Authorized Signature

Dated:

CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 5/8% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

                                         STATE STREET BANK AND TRUST COMPANY,
                                           as Trustee


                                         By:
                                            ------------------------------------
                                                  Authorized Signature

<PAGE>
                                      -2-


                              (REVERSE OF SECURITY)


                    8 5/8% SENIOR SUBORDINATED NOTE DUE 2008


                  1. INTEREST. BIG FLOWER PRESS HOLDINGS, INC., a Delaware
corporation (the "Company", which term shall include any successor thereto in
accordance with the Indenture), promises to pay, until the principal hereof is
paid or made available for payment, interest (including any Accrued Bankruptcy
Interest) on the principal amount set forth on the reverse side hereof at a rate
of 8 5/8% PER ANNUM. Interest on the Securities will accrue from and including
the most recent date to which interest has been paid or, if no interest has been
paid, from and including the date of issuance of such Securities through but
excluding the date on which interest is paid. Interest shall be payable in
arrears on January 1 and July 1 (each an "Interest Payment Date"), commencing
July 1, 1999. Interest will be computed on the basis of a 360-day year of twelve
full 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered Holders
of Securities at the close of business on the June 15 and December 15
immediately preceding the Interest Payment Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. At
the Company's option, interest may be paid by check mailed to the registered
address of the Holder of this Security.

                  3. PAYING AGENT AND REGISTRAR. Initially, State Street Bank
and Trust Company (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice.

                  4. INDENTURE. The Company issued the Securities under an
Indenture dated as of December 9, 1998 (the "Indenture") between the Company and
the Trustee. This Security is one of an issue of Securities of the Company
issued under the Indenture. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb) as amended from time to
time. The Securities are subject to all such terms, and Securityholders are
referred to the 

<PAGE>
                                      -3-


Indenture and such Act for a statement of them. Capitalized terms used herein
and not otherwise defined have the meanings set forth in the Indenture. The
Securities are general unsecured obligations of the Company limited in aggregate
principal amount to $350,000,000.

                  5. OPTIONAL REDEMPTION. The Company, at its option, may redeem
all or any of the Securities, in whole or in part, at any time on or after
December 1, 2003 at the redemption prices (expressed in percentages of principal
amount) set forth below plus accrued and unpaid interest thereon to the
Redemption Date, if redeemed during the 12-month period beginning of the years
indicated below:

<TABLE>
<CAPTION>

                  Year                                             Percentage
                  ----                                             ----------
<S>                                                               <C>
                  2003.............................................104.313%
                  2004.............................................102.875%
                  2005.............................................101.438%
                  2006 and thereafter..............................100.000%

</TABLE>

                  In addition, at any time prior to December 1, 2001, the
Company may redeem up to 35% of the principal amount of the Securities
originally issued with the net proceeds from issuances of Equity Interests of
the Company (other than Redeemable Stock) at a redemption price equal to
108.625% of the principal thereof, plus accrued and unpaid interest to the
Redemption Date; PROVIDED that at least 65% of the aggregate principal amount of
the Notes issued under the Indenture shall remain outstanding after each such
redemption. Any such redemption shall occur on or prior to 180 days after the
receipt of the proceeds of such issuances of Equity Interests.

                  In addition, at any time prior to December 1, 2003, upon the
occurrence of a Change of Control that has been approved by a majority of the
Board of Directors of the Company as such Board of Directors was constituted
immediately prior to the transaction giving rise to such Change of Control, the
Company may redeem the Securities, in whole but not in part, at a redemption
price equal to the principal amount thereof plus the Applicable Premium plus
accrued and unpaid interest, if any, to the date of redemption. Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
holders of the Securities not more than 30 days following the occurrence of a
Change of Control. The Company may not redeem Securities pursuant to this
paragraph if it has made an offer to repurchase the Securities in accordance
with the Indenture with respect to such Change of Control.

<PAGE>
                                      -4-


                  "Applicable Premium" means, with respect to a Security, the
greater of (i) 4.313% of the then outstanding principal amount of such Security
and (ii)(a) the present value of all remaining required interest and principal
payments due on such Security and all premium payments relating thereto assuming
a redemption date of December 1, 2003, computed using a discount rate equal to
the Treasury Rate plus 75 basis points minus (b) the then outstanding principal
amount of such Security minus (c) accrued interest required to be paid on the
redemption date. The Applicable Premium will be stated in an Officers'
Certificate, on which the Trustee will be able to rely conclusively.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) which has become publicly available at least two business days prior
to the date fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the then remaining term to December 1, 2003; PROVIDED, HOWEVER, that if
the then remaining term to December 1, 2003 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the then remaining term to December 1, 2003 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

                  6. 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 his registered address. On and after the
Redemption Date, unless the Company defaults in making the redemption payment,
interest ceases to accrue on Securities or portions thereof called for
redemption.

                  7. OFFERS TO PURCHASE. Sections 4.12 and 4.15 of the Indenture
provide that after an Asset Sale, or upon the occurrence of a Change of Control,
and subject to further limitations contained therein, the Company shall make an
offer to purchase certain amounts of Securities in accordance with the
procedures set forth in the Indenture.

<PAGE>
                                      -5-


                  8. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer 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 to it any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not transfer or exchange any Security or portion of a Security selected for
redemption, or transfer or exchange any Securities for a period of 15 days
before a selection of Securities to be redeemed.

                  9. PERSONS DEEMED OWNERS. The registered holder of a Security
may be treated as the owner of it for all purposes.

                  10. UNCLAIMED MONEY. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent will pay
the money back to the Company at its request. After that, Holders entitled to
the money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another Person.

                  11. AMENDMENT, SUPPLEMENT, WAIVER. The Company and the Trustee
may, without the consent of the holders of any outstanding Securities, amend,
waive or supplement the Indenture or the Securities for certain specified
purposes, including, among other things, curing ambiguities, defects or
inconsistencies, maintaining the qualification of the Indenture under the Trust
Indenture Act of 1939 or making any other change that does not adversely affect
the rights of any Holder. Other amendments and modifications of the Indenture or
the Securities may be made by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
outstanding Securities, subject to certain exceptions requiring the consent of
the Holders of the particular Securities (and, in certain cases, holders of
Designated Senior Indebtedness) to be affected.

                  12. SUCCESSOR CORPORATION. When a successor corporation
assumes all the obligations of its predecessor under the Securities and the
Indenture and the transaction complies with the terms of Article V of the
Indenture, the predecessor corporation will, subject to certain exceptions, be
released from those obligations.

                  13. DEFAULTS AND REMEDIES. Events of Default include: default
in payment of interest on any Security for 30 days; default in payment of
principal of or premium on the Se-

<PAGE>
                                      -6-


curities at maturity, or upon acceleration, redemption or otherwise; failure by
the Company or its Subsidiaries for 45 days after written notice to it from the
Trustee or Holders of at least 25% in principal amount of the then outstanding
Securities, to comply with any of the other agreements or covenants in or
provisions of the Indenture or the Securities; certain defaults under other
Indebtedness; certain final judgments that remain undischarged for 60 days after
being entered; and certain events of bankruptcy or insolvency with respect to
the Company and its Significant Restricted Subsidiaries. If an Event of Default
occurs and is continuing (and has not been waived in accordance with the
provisions of the Indenture), the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities may declare all
the Securities to be immediately due and payable for an amount equal to 100% of
the principal amount of the Securities plus accrued interest to the date of
payment, except that in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all outstanding Securities become due and
payable immediately without further action or notice, subject to the rights of
holders of Senior Indebtedness. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing Default
or Event of Default (except a Default or an Event of Default in payment of
principal, premium, if any, or interest) if and so long as a committee of its
Trust Officers determines in good faith that withholding notice is in their
interests. The Company must furnish an annual compliance certificate to the
Trustee.

                  14. RESTRICTIVE COVENANTS. The Indenture imposes certain
limitations on the ability of the Company and its Subsidiaries to, among other
things, pay dividends and make distributions with respect to or repurchase or
otherwise acquire or retire for value any of their Equity Interests, make
certain Investments, incur additional Indebtedness, enter into transactions with
Affiliates, incur Liens, sell assets, merge or consolidate with any other Person
and sell, lease, transfer or otherwise dispose of substantially all of their
properties or assets. 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.

<PAGE>
                                      -7-


                  15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

                  16. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder 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.

                  17. DISCHARGE OF INDENTURE; DEFEASANCE. The Indenture contains
provisions for defeasance at any time, upon compliance with certain conditions
set forth therein, of (i) the entire indebtedness of this Security or (ii)
certain restrictive covenants and Events of Default with respect to this
Security.

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

                  19. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= 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).

                  20. SUBORDINATION. The Securities are subordinated to all
Senior Indebtedness, which includes any Indebtedness permitted to be incurred
pursuant to the terms of the "Limitation on Additional Indebtedness" covenant in
the Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Securities. Notwithstanding anything to the contrary, Senior
Indebtedness shall not include (i) Indebtedness that is expressly subordinated
or junior in right of payment to any Indebtedness of the Company, (ii)
Indebtedness that is represented by Redeemable Stock, (iii) any liability for
federal, state, or local taxes owed or owing by the Company, (iv) Indebtedness
of the Company to any Subsidiary of the Company, (v) trade payables and (vi)
Indebtedness that 

<PAGE>
                                      -8-


is incurred in violation of the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities may be paid.
The Company agrees, and each Holder by accepting a Security consents and agrees,
to the subordination provided in the Indenture and authorizes the Trustee to
give it effect.

                  21. GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  The provisions of this Security are expressly made subject to
the more detailed provisions set forth in the Indenture, which shall for all
purposes be controlling. The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to:

                           BIG FLOWER PRESS HOLDINGS, INC.
                           3 East 54th Street
                           17th Floor
                           New York, New York  10022
                           Attention:  Secretary

<PAGE>

                                 ASSIGNMENT FORM


                  If you the holder want to assign this Security, fill in the 
form below and have your signature guaranteed:

I or we assign and transfer this Security to


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

(Insert assignee's social security or tax ID number)
                                                     ---------------------------

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

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

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

(Print or type assignee's name, address and zip code) and irrevocably appoint

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

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

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

Date:               Your signature:
     --------------                ---------------------------------------------
                                   (Sign exactly as your name appears on the
                                   other side of this Security)

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


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Security purchased by the Company 
pursuant to Section 4.12 or 4.15 of the Indenture, check the Box: [ ]

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 4.12 or 4.15 of the Indenture, state the amount:

                                 $
                                  =============


Date:               Your signature:
     --------------                ---------------------------------------------
                                   (Sign exactly as your name appears on the
                                   other side of this Security)

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


<PAGE>

                                                                       EXHIBIT B


                    FORM OF LEGEND FOR BOOK-ENTRY 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, DATED AS OF DECEMBER 9, 1998, ENTERED INTO BY THE COMPANY
         AND THE TRUSTEE NAMED THEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
         ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR 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.


<PAGE>

                                                                       EXHIBIT C
                            Form of Certificate To Be
                          Delivered in Connection with
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS


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

State Street Bank and Trust
  Company
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT  06103

Attention:  Corporate Trust Administration Department


                  Re:  Big Flower Press Holdings, Inc. (the 
                       "Company")  8 5/8% Senior Subordinated
                       Notes Due 2008 (The "Securities")
                       --------------------------------------

Ladies and Gentlemen:

                  In connection with our proposed purchase of $_______ aggregate
principal amount of the Securities, we confirm that:

                  1. We have received a copy of the Offering Memorandum (the
"Offering Memorandum"), dated December 2, 1998, relating to the Securities and
such other information as we deem necessary in order to make our investment
decision. We acknowledge that we have read and agreed to the matters stated in
the section entitled "Transfer Restrictions" of the Offering Memorandum,
including the restrictions on duplication and circulation of the Offering
Memorandum.

                  2. We understand that any subsequent transfer of the
Securities is subject to certain restrictions and conditions set forth in the
Indenture dated as of December 9, 1998 relating to the Securities (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 except as permitted in the following sentence. We agree,
on our own behalf 

<PAGE>
                                      -2-


and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell or otherwise transfer any Securities prior to the date
which is two years after the original issuance of the Securities, we will do so
only (i) to the Company, (ii) inside the United States in accordance with Rule
144A under the Securities Act to a person whom we reasonably believe is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (iii) inside the United States to an accredited investor (as defined
below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to you a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Securities, (iv) outside the United States in an offshore transaction in
accordance with Rule 904 of Regulation S under the Securities Act, (v) pursuant
to the exemption from registration provided by Rule 144 under the Securities Act
(if available), or (vi) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any Person purchasing any
of the 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 any
Securities, we will be required to furnish to you and the Company such
certification, legal opinions and other information as you 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.

                  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)(an
"accredited investor") 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 the Securities purchased by us for our
account or for one or more accounts (each of which is an accredited investor) as
to each of which we exercise sole investment discretion.

<PAGE>
                                      -3-


                  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.

                                        Very truly yours,


                                        [Name of Transferee]


                                        By:
                                           -------------------------------------
                                           Authorized Signature


<PAGE>

                                                                       EXHIBIT D

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            PURSUANT TO REGULATION S


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

State Street Bank and Trust
  Company
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT  06103

Attention:  Corporate Trust Administration

                  Re:   Big Flower Press Holdings, Inc. (the 
                        "Company") 8 5/8% Senior Subordinated
                        Notes Due 2008 (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 U.S. 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;

<PAGE>
                                      -2-


                  (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 applicable to the Securities.

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

                                        Very truly yours,


                                        [Name of Transferee]


                                        By:
                                           -------------------------------------
                                                   Authorized Signature