<PAGE>   1
                                                                    EXHIBIT 10.9

   


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                              SCOTSMAN GROUP INC.,
                                   as Issuer


                           SCOTSMAN INDUSTRIES, INC.
                                  as Guarantor


                                      and


                         HARRIS TRUST AND SAVINGS BANK
                                   as Trustee




                                   INDENTURE




                         Dated as of December 17, 1997

                   8 5/8% Senior Subordinated Notes due 2007




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<PAGE>   2
                             CROSS-REFERENCE TABLE

TIA Sections                      Indenture Sections

<TABLE>

<S>                                                                                                          <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.09
             (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.09
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.07
Section 313(c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 12.02
Section 314(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.16; 12.02
             (a)(4)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.15; 12.02
             (c)(1)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.03
             (c)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.03
             (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.04
Section 315(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.04; 12.02
Section 316(a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.05
             (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.04
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.07
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.08
             (a)(2)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.09
Section 318(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.01
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.01
</TABLE>



Note:        The Cross-Reference Table shall not for any purpose be deemed to
be a part of the Indenture.
<PAGE>   3
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
         <S>            <C>                                                                                            <C>
                                                        ARTICLE I

                                        DEFINITIONS AND INCORPORATION BY REFERENCE
         SECTION 1.01   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         SECTION 1.02   Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . .  23
         SECTION 1.03   Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

                                                        ARTICLE II

                                                        The Notes
         SECTION 2.01   Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         SECTION 2.02   Global Note Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         SECTION 2.03   Execution, Authentication and Denominations . . . . . . . . . . . . . . . . . . . . . . . . .  25
         SECTION 2.04   Registrar and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         SECTION 2.05   Payment Agent to Hold Money in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         SECTION 2.06   Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         SECTION 2.07   Book-Entry Provisions for Global Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         SECTION 2.08   Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         SECTION 2.09   Outstanding Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         SECTION 2.10   Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         SECTION 2.11   Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         SECTION 2.12   CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         SECTION 2.13   Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

                                                       ARTICLE III

                                                        Redemption
         SECTION 3.01   Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         SECTION 3.02   Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         SECTION 3.03   Selection of Notes to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         SECTION 3.04   Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         SECTION 3.05   Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         SECTION 3.06   Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         SECTION 3.07   Payment of Notes Called for Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         SECTION 3.08   Notes Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
</TABLE>





                                       i
<PAGE>   4

                                   ARTICLE IV

<TABLE>
         <S>            <C>                                                                                            <C>
                                                        Covenants
         SECTION 4.01   Payment of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         SECTION 4.02   Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         SECTION 4.03   Limitation on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         SECTION 4.04   Limitation on Senior Subordinated Indebtedness  . . . . . . . . . . . . . . . . . . . . . . .  36
         SECTION 4.05   Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         SECTION 4.06   Limitation on Restrictions on Distributions from Restricted Subsidiaries  . . . . . . . . . .  39
         SECTION 4.07   Limitation on the Sale or Issuance of Capital Stock and Indebtedness of Restricted
                              Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         SECTION 4.08   Limitation on Affiliate Transactions  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         SECTION 4.09   Limitation on Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         SECTION 4.10   Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         SECTION 4.11   Limitation on Sale/Leaseback Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         SECTION 4.12   Repurchase of Notes upon a Change of Control  . . . . . . . . . . . . . . . . . . . . . . . .  43
         SECTION 4.13   Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         SECTION 4.14   Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         SECTION 4.15   Notices of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         SECTION 4.16   Compliance Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         SECTION 4.17   SEC Reports and Reports to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         SECTION 4.18   Waivers of Stay, Extension or Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . . .  44

                                                        ARTICLE V

                                                  Successor Corporation
         SECTION 5.01   When Guarantor or Company May Merge, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         SECTION 5.02   Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                                        ARTICLE VI

                                                   Default and Remedies
         SECTION 6.01   Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         SECTION 6.02   Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         SECTION 6.03   Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         SECTION 6.04   Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         SECTION 6.05   Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         SECTION 6.06   Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         SECTION 6.07   Rights of Holders to Receive Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         SECTION 6.08   Collection Suit by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
</TABLE>





                                       ii
<PAGE>   5
<TABLE>
         <S>            <C>                                                                                            <C>
         SECTION 6.09   Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         SECTION 6.10   Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         SECTION 6.11   Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         SECTION 6.12   Restoration of Rights and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         SECTION 6.13   Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         SECTION 6.14   Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52

                                                       ARTICLE VII

                                                         Trustee
         SECTION 7.01   Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         SECTION 7.02   Individual Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 7.03   Trustee's Disclaimer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 7.04   Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 7.05   Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 7.06   Compensation and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         SECTION 7.07   Replacement of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         SECTION 7.08   Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         SECTION 7.09   Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 7.10   Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57

                                                       ARTICLE VIII

                                                  Discharge of Indenture
         SECTION 8.01   Termination of Company's Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 8.02   Defeasance and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         SECTION 8.03   Defeasance of Certain Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         SECTION 8.04   Application of Trust Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         SECTION 8.05   Repayment to Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         SECTION 8.06   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         SECTION 8.07   Parent Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

                                                        ARTICLE IX

                                           Amendments, Supplements and Waivers
         SECTION 9.01   Without Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         SECTION 9.02   With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         SECTION 9.03   Renovation and Effect of Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         SECTION 9.04   Notation on or Exchange of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         SECTION 9.05   Trustee to Sign Amendments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         SECTION 9.06   Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
</TABLE>





                                      iii
<PAGE>   6
                                   ARTICLE X

<TABLE>
         <S>             <C>                                                                                           <C>
                                                  Subordination of Notes
         SECTION 10.01   Notes Subordinated to Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . .  64
         SECTION 10.02   No Payment on Notes in Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . . .  65
         SECTION 10.03   Payment over Proceeds upon Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . .  66
         SECTION 10.04   Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 10.05   Obligations of Company Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 10.06   Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         SECTION 10.07   Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . .  69
         SECTION 10.08   Trustee's Relation to Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . .  70
         SECTION 10.09   Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
                              Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         SECTION 10.10   Holders Authorize Trustee to Effectuate Subordination of Notes . . . . . . . . . . . . . . .  70
         SECTION 10.11   Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.12   Trustee's Compensation Not Prejudiced  . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.13   No Waiver of Subordination Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.14   Payments May Be Paid Prior to Dissolution  . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.15   Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.16   Acceleration of Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 10.17   Consent of Designated Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . .  72

                                                        ARTICLE XI

                                                     Parent Guarantee
         SECTION 11.01   Parent Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         SECTION 11.02   Parent Guarantee Subordinated to Senior Indebtedness . . . . . . . . . . . . . . . . . . . .  73
         SECTION 11.03   No Payment under Parent Guarantee in Certain Circumstances . . . . . . . . . . . . . . . . .  73
         SECTION 11.04   Payment over Proceeds upon Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . .  75
         SECTION 11.05   Obligations of Guarantor Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         SECTION 11.06   Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         SECTION 11.07   Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . .  78
         SECTION 11.08   Trustee's Relation to Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . .  78
         SECTION 11.09   Subordination Rights Not Impaired by Acts or Omissions of the Guarantor or Holders of
                              Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
         SECTION 11.10   Holders Authorize Trustee to Effectuate Subordination of Parent Guarantee  . . . . . . . . .  79
         SECTION 11.11   Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 11.12   Trustee's Compensation Not Prejudiced  . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
</TABLE>





                                       iv
<PAGE>   7
<TABLE>
         <S>             <C>                                                                                           <C>
         SECTION 11.13   No Waiver of Subordination Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
         SECTION 11.14   Payments May Be Paid Prior to Dissolution  . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 11.15   Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 11.16   Limitation of Guarantor's Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 11.17   Release of Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
         SECTION 11.18   Consent of Designated Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . .  81

                                                       ARTICLE XII

                                                      Miscellaneous
         SECTION 12.01   Trust Indenture Act of 1939  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         SECTION 12.02   Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
         SECTION 12.03   Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . .  82
         SECTION 12.04   Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . . . . . . . . .  82
         SECTION 12.05   Acts of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
         SECTION 12.06   Rules by Trustee, Paying Agent or Registrar  . . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 12.07   Payment Date Other Than a Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 12.08   Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 12.09   No Adverse Interpretation of Other Agreements  . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 12.10   No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
         SECTION 12.11   Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         SECTION 12.12   Duplicate Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         SECTION 12.13   Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
         SECTION 12.14   Table of Contents, Headings, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
</TABLE>

EXHIBIT A - FORM OF NOTE





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<PAGE>   8
         INDENTURE, dated as of December 17, 1997, between SCOTSMAN GROUP INC.,
a Delaware corporation, as Issuer (the "Company"), SCOTSMAN INDUSTRIES, INC, a
Delaware corporation, as Guarantor (the "Guarantor") and HARRIS TRUST AND
SAVINGS BANK, an Illinois banking corporation, as Trustee (the "Trustee").


                   RECITALS OF THE COMPANY AND THE GUARANTOR

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of up to $100,000,000 aggregate principal
amount of the Company's 8 5/8% Senior Subordinated Notes due 2007 (the "Notes")
issuable as provided in this Indenture. All things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done, and the Company has done all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee
hereunder and duly issued by the Company, the valid obligations of the Company
as hereinafter provided.

         The Guarantor has duly authorized the execution and delivery of this
Indenture and its guarantee of the Notes (the "Parent Guarantee"). All things
necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done, and the Guarantor has done all
things necessary to make the Parent Guarantee, when executed by the Guarantor,
the valid obligation of the Guarantor as hereinafter provided.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be a part
of and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                     AND THIS INDENTURE FURTHER WITNESSETH

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows.


                                   ARTICLE I



                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1      Definitions.

         "Acceleration Notice" has the meaning specified in Section 6.02.





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         "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Guarantor and its Restricted Subsidiaries
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income (or loss) of any Person (other than net income
(or loss) attributable to a Restricted Subsidiary) in which any Person (other
than the Guarantor or any of its Restricted Subsidiaries) has an ownership
interest and the net income (or loss) of any Unrestricted Subsidiary, except,
in each case, to the extent of the amount of dividends or other distributions
actually paid to the Guarantor or any of its Restricted Subsidiaries by such
other Person or such Unrestricted Subsidiary during such period; (ii) solely
for the purposes of calculating the amount of Restricted Payments that may be
made pursuant to clause (3)(A) of  paragraph (a) of Section 4.05 (and in such
case, except to the extent includable pursuant to clause (i) above), the net
income (or loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Guarantor or
any of its Restricted Subsidiaries or all or substantially all of the property
and assets of such Person are acquired by the Guarantor or any of its
Restricted Subsidiaries; (iii) the net income of any Restricted Subsidiary to
the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of such net income is not at the
time permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary; (iv) any gains or losses (on an
after-tax basis) attributable to Asset Sales; (v) except for purposes of
calculating the amount of Restricted Payments that may be made pursuant to the
paragraph (a) of Section 4.05, any amount paid or accrued as dividends on
Preferred Stock of the Guarantor or any Restricted Subsidiary that is owned by
Persons other than the Guarantor and any of its Restricted Subsidiaries; and
(vi) all extraordinary gains and extraordinary losses.

         "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.  For
purposes of Section 4.05, Section 4.08 and Section 4.09 only, "Affiliate" shall
also mean any beneficial owner of Capital Stock representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the
Guarantor or of rights or warrants to purchase such Capital Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

         "Agent" means any Registrar, Paying Agent or authenticating agent.

         "Agent Members" has the meaning provided in Section 2.07(a).





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         "Asset Acquisition" means (i) an Investment by the Guarantor or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged into or consolidated
with the Guarantor or any of its Restricted Subsidiaries; provided, however,
that such Person's primary business is related, ancillary or complementary to
the businesses of the Guarantor and its Restricted Subsidiaries on the date of
such Investment or (ii) an acquisition by the Guarantor or any of its
Restricted Subsidiaries of the property and assets of any Person other than the
Guarantor or any of its Restricted Subsidiaries that constitute substantially
all of a division or line of business of such Person; provided, however, that
the property and assets acquired are related, ancillary or complementary to the
businesses of the Guarantor and its Restricted Subsidiaries on the date of such
acquisition.

         "Asset Disposition" means the sale or other disposition by the
Guarantor or any of its Restricted Subsidiaries (other than to the Guarantor or
another Restricted Subsidiary) of (i) all or substantially all of the Capital
Stock of any Restricted Subsidiary or (ii) all or substantially all of the
assets that constitute a division or line of business of the Guarantor or any
of its Restricted Subsidiaries.

         "Asset Sale" means any sale, transfer or other disposition (including
by way of merger, consolidation or Sale- Leaseback Transaction) in one
transaction or a series of related transactions by the Guarantor or any of its
Restricted Subsidiaries to any Person other than the Guarantor or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any
Restricted Subsidiary, except any such disposition of director's qualifying
shares or shares of Capital Stock of foreign Restricted Subsidiaries to foreign
nationals to the extent required by law,  (ii) all or substantially all of the
property and assets of an operating unit or business of the Guarantor or any of
its Restricted Subsidiaries, or (iii) any other property and assets of the
Guarantor or any of its Restricted Subsidiaries outside the ordinary course of
business of the Guarantor or such Restricted Subsidiary and, in each case, that
is not governed by the provisions of Section 4.09, Section 4.11 and Article
Five of the Guarantor, the Company or such Restricted Subsidiary; provided,
however, that "Asset Sale" shall not include (v) sales or other dispositions of
inventory, receivables and other current assets, (w) sales or other
dispositions of damaged, worn-out or other obsolete property in the ordinary
course of business so long as such property is not necessary for the proper
conduct of the business of the Guarantor and its Restricted Subsidiaries, (x)
exchanges of property of the Guarantor or any of its Restricted Subsidiaries
for property of any other Person which is related, ancillary or complimentary
to the business of the Guarantor and its Restricted Subsidiaries at the time of
such exchange and where the Board of Directors of the Guarantor or such
Restricted Subsidiary has determined in good faith that such exchange is fair
and reasonable, (y) creation or assumption of Liens permitted under Section
4.10 or any foreclosure thereof, or (z) sales or other dispositions of property
or assets with an aggregate Fair Market Value not in excess of $5 million in
any fiscal year.

         "Attributable Debt" means, in respect of a Sale/Leaseback Transaction
as at the time of determination, the present value (discounted at the interest
rate implicit in the Sale/Leaseback





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<PAGE>   11
Transaction, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

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

         "Bank Credit Agreement" means (A) that certain Credit Agreement, dated
as of March 12, 1997, by and among the Guarantor, the Company and The First
National Bank of Chicago (or any successor thereto or replacement thereof), as
agent and as a lender, and certain other institutions, as lenders, and certain
other parties thereto, providing for up to $450 million of Indebtedness;
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as amended, restated,
modified, renewed, refunded, replaced or refinanced, in whole or in part, from
time to time by one or more other agreements, instruments and documents entered
into with such Persons and/or other Persons, and (B) with respect to the
Guarantor, the Company and any Restricted Subsidiary any other debt facilities
or commercial paper facilities with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters or credit; including in each case any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, restated, modified, renewed, refunded,
replaced or refinanced, in whole or in part, from time to time by one or more
other agreements, instruments and documents entered into with such Persons
and/or other Persons.

         "Board of Directors" means the Board of Directors of the Guarantor or
the Company, as the case may be, or any committee thereof duly authorized to
act on behalf of such Board.

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

         "Business Day" means each day which is not a Legal Holiday.

         "Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined
in accordance with GAAP and the Stated Maturity thereof shall be





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the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty.

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in equity (however designated) of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.

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

                 (i)       any "person" or "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
         "beneficial owner" (within the meaning of Rules 13d-3 and 13d-5 under
         the Exchange Act, except that for purposes of this clause (i) such
         person or group shall be deemed to have "beneficial ownership" of all
         shares that such person or group has the right to acquire, whether
         such right is exercisable immediately or only after the passage of
         time), directly or indirectly, of more than 35% of the total voting
         power of the Voting Stock of the Guarantor; provided, however, that a
         person shall not be deemed to be the beneficial owner of, or to own
         beneficially, (i) any securities tendered pursuant to a tender or
         exchange offer made by or on behalf of such Person or any of such
         Person's Affiliates until such tendered securities are accepted for
         purchase or exchange thereunder, or (ii) any securities if such
         beneficial ownership (A) arises solely as a result of a revocable
         proxy delivered in response to a proxy or consent solicitation made
         pursuant to applicable law, and (B) is not also then reportable on
         Schedule 13D (or any successor schedule) under the Exchange Act;

                 (ii)      during any period of two consecutive years from and
         after the Issue Date, individuals who at the beginning of such period
         constituted the Board of Directors of the Guarantor (together with any
         new directors whose election by such Board of Directors or whose
         nomination for election by the shareholders of the Guarantor was
         approved by a vote of a majority of the directors of the Guarantor
         then still in office who were either directors at the beginning of
         such period or whose election or nomination for election was
         previously so approved) cease for any reason to constitute a majority
         of the Board of Directors then in office;

                 (iii)     the merger or consolidation of the Guarantor with or
         into another Person (other than the Company or another Wholly Owned
         Subsidiary), or the sale of all or substantially all the assets of the
         Guarantor to another Person, and, in the case of any such merger or
         consolidation, the securities of the Guarantor that are outstanding
         immediately prior to such transaction and which represent 100% of the
         aggregate voting power of the Voting Stock of the Guarantor are
         changed into or exchanged for cash, securities or property, unless
         pursuant to such transaction such securities are changed into or
         exchanged for, in addition to any other consideration, securities of
         the surviving





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<PAGE>   13
         corporation that represent, immediately after such transaction, at
         least a majority of the aggregate voting power of the Voting Stock of
         the surviving corporation; or

                 (iv)      the Guarantor ceases for any reason to be the
         beneficial owner, directly or indirectly, of all Voting Stock of the
         Company, except as a result of the merger of the Guarantor with and
         into the Company or of the merger of the Company with and into the
         Guarantor; provided that the pledge of such Voting Stock (without the
         transfer of voting rights attributable thereto) shall not be deemed to
         transfer the beneficial ownership thereof.

         "Closing Date" means the date on which up to $100,000,000 aggregate
principal amount of the Notes are originally issued under this Indenture.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Comerica Agreement" means that certain promissory note, dated as of
March 12, 1997, by the Company to Comerica Bank, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified, renewed,
refunded, replaced or refinanced, in whole or in part from time to time by one
or more other agreements, instruments and documents entered into with such
Person and/or other Persons.

         "Common Stock" means, with respect to any Person, any and all shares,
interests, participation or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the Issue Date, including, without limitation, all series and
classes of such common stock.

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to Article Five of this Indenture and thereafter
means the successor.

         "Company Order" means a written request or order signed in the name of
the Company (i) by its Chairman, a Vice Chairman, its President or a Vice
President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary and delivered to the Trustee; provided, however, that
such written request or order may be signed by any two of the Persons listed in
clause (i) above in lieu of being signed by one of such Persons listed in such
clause (i) and one of the officers listed in clause (ii) above.

         "Consolidated Coverage Ratio" means, on any date of determination, the
ratio of (i) the aggregate amount of Consolidated EBITDA for the then most
recent four fiscal quarters prior to such date for which reports have been
filed with the SEC pursuant to Section 4.17 (the "Four Quarter Period") to (ii)
Consolidated Interest Expense for such Four Quarter Period.  In making the
foregoing computation, (A) pro forma effect shall be given to any Indebtedness
Incurred or





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repaid during the period (the "Reference Period") commencing on the first day
of the Four Quarter Period and ending on such date (other than Indebtedness
Incurred or repaid under a revolving credit or similar arrangement to the
extent of the commitment thereunder (or under any predecessor revolving credit
or similar arrangement) in effect on the last day of such Four Quarter Period
adjusted, however, to give pro forma effect to repayments resulting from the
reduction in such commitment or Indebtedness Incurred in excess of such
commitment, in each case after the end of such Four Quarter Period and on or
before such date), in each case as if such Indebtedness had been Incurred or
repaid the first day of such Reference Period; (B) Consolidated Interest
Expense attributable to interest on 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 such date (taking into account
any Interest Rate Agreement applicable to such Indebtedness if such Interest
Rate Agreement has a remaining term in excess of 12 months or, if shorter, at
least equal to the remaining term of such Indebtedness) had been the applicable
rate for the entire Reference Period; (C) pro forma effect shall be given to
Asset Dispositions and Asset Acquisitions (including giving pro forma effect to
the application of proceeds of any Asset Disposition) that occur during such
Reference Period as if they had occurred and such proceeds had been applied on
the first day of such Reference Period; and (D) pro forma effect shall be given
to asset dispositions and asset acquisitions (including giving pro forma effect
to the application of proceeds of any asset disposition) that have been made by
any Person that has become a Restricted Subsidiary or has been merged with or
into the Guarantor or any Restricted Subsidiary during such Reference Period
and that would have constituted Asset Dispositions or Asset Acquisitions had
such transactions occurred when such Person was a Restricted Subsidiary as if
such asset dispositions or asset acquisitions were Asset Dispositions or Asset
Acquisitions that occurred on the first day of such Reference Period; provided
that to the extent that clause (C) or (D) of this sentence requires that pro
forma effect be given to an asset acquisition or asset disposition, such pro
forma computation shall be based upon the four full fiscal quarters immediately
preceding such date of the Person, or division or line of business of the
Person, that is acquired or disposed for which financial information is
available; and provided further that to the extent that clause (C) or (D) of
this sentence requires that pro forma effect be given to an asset acquisition,
such pro forma computation shall exclude any expense (net of any expense
increase) which, in the good faith estimate of management, will (in accordance
with GAAP and the rules, regulations and guidelines of the SEC) be eliminated
as a result of such acquisition.

         "Consolidated EBITDA" means, for any period, the sum of the amounts
for such period of (i) Adjusted Consolidated Net Income, (ii) Consolidated
Interest Expense, to the extent such amount was deducted in calculating
Adjusted Consolidated Net Income, (iii) income taxes, to the extent such amount
was deducted in calculating Adjusted Consolidated Net Income (other than income
taxes (either positive or negative) attributable to extraordinary and non-
recurring gains or losses or sales of assets), (iv) depreciation expense, to
the extent such amount was deducted in calculating Adjusted Consolidated Net
Income, (v) amortization expense, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income, and (vi) all other non-





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cash items reducing Adjusted Consolidated Net Income (other than items that
will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income (other than items that will require cash payments and
for which an accrual or reserve is, or is required by GAAP to be, made), all as
determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP; provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA
shall be reduced (to the extent not otherwise reduced in accordance with GAAP)
by an amount equal to (A) the amount of the Adjusted Consolidated Net Income
attributable to such Restricted Subsidiary multiplied by (B) the quotient of
(1) the number of shares of outstanding Common Stock of such Restricted
Subsidiary not owned on the last day of such period by the Guarantor or any of
its Restricted Subsidiaries divided by (2) the total number of shares of
outstanding Common Stock of such Restricted Subsidiary on the last day of such
period.

         "Consolidated Interest Expense" means, for any period, the aggregate
amount (without duplication) of (x) interest in respect of Indebtedness of the
Guarantor and its Restricted Subsidiaries (including amortization of original
issue discount on any Indebtedness and the interest portion of any deferred
payment obligation, calculated in accordance with the effective interest method
of accounting; all commissions, discounts and other fees and charges owed with
respect to letters of credit, bankers' acceptance financings and other
financings to the extent attributable to such period; the net costs associated
with Interest Rate Agreements); and (y) the interest component of Capital Lease
Obligations paid, accrued or scheduled to be paid or to be accrued by the
Guarantor and its Restricted Subsidiaries during such period, all as determined
on a consolidated basis in conformity with GAAP; excluding, however, (i) any
amount of such interest of any Restricted Subsidiary if all or a portion of the
net income of such Restricted Subsidiary is excluded in the calculation of
Adjusted Consolidated Net Income pursuant to the proviso to the definition
thereof (but only in the same proportion as the net income of such Restricted
Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income
pursuant to the proviso to the definition thereof), and (ii) any amount of such
interest expense of any Restricted Subsidiary that is not a Wholly Owned
Restricted Subsidiary if all or a portion of the Adjusted Consolidated Net
Income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to the proviso to the definition thereof.

         "Consolidated Net Worth" means, as of any date of determination,
stockholders' equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of the Guarantor and its Restricted
Subsidiaries (which shall be as of a date not more than 135 days prior to the
date of such computation, and which shall not take into account Unrestricted
Subsidiaries), less any amounts attributable to Disqualified  Stock or any
equity security convertible into or exchangeable for Indebtedness and the cost
of treasury stock, each item to be determined in conformity with GAAP
(excluding the effects of foreign currency exchange adjustments under Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 52).





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         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 311 West Monroe Street, 12th Floor, Chicago, IL 60606 Attn:
Indenture Trust Division.

         "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement to which such
Person is a party or a beneficiary.

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

         "Depositary" means The Depository Trust Company, its nominees, and
their respective successors until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder.

         "Designated Senior Indebtedness" in respect of the Guarantor or the
Company, as the case may be, means (i) Indebtedness and all other Obligations
of the Guarantor or the  Company, as the case may be, under the Credit
Agreement, dated as of March 12, 1997, described in the definition of "Bank
Credit Agreement," (including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith) in each
case as amended, restated, modified, renewed, refunded, replaced or refinanced,
in whole or in part, and (ii) any other Senior Indebtedness of the Company or
the Guarantor, as the case may be, which, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $10
million and is specifically designated by the Company or the Guarantor, as the
case may be, in the instrument evidencing or governing such Senior Indebtedness
as "Designated Senior Indebtedness" for purposes of this Indenture.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock to the extent that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event, it (i) matures or is mandatorily redeemable pursuant to a sinking
fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable, in whole or in part,
at the option of the holder thereof, in each case described in the immediately
preceding clauses (i) , (ii) or (iii), on or prior to the Stated Maturity of
the Notes; provided, however, that (x) any class of Capital Stock of such
Person that, by its terms, authorizes such Person to satisfy in full its
obligations with respect to the payment of dividends or upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or
otherwise by the delivery of Capital Stock that is not Disqualified Stock, and
that is not convertible, puttable or exchangeable for Disqualified Stock or
Indebtedness, shall not be deemed to be Disqualified Stock so long as such
Person satisfies its





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<PAGE>   17
obligations with respect thereto solely by the delivery of Capital Stock that
is not Disqualified Stock and (y) any Capital Stock of a Subsidiary of such
Person that would otherwise constitute Disqualified Stock shall not be deemed
to be Disqualified Stock so long as such Capital Stock is held by such Person;
and provided further, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" (however designated)
occurring prior to the first anniversary of the Stated Maturity of the Notes
shall not constitute Disqualified Stock if (x) the "asset sale" or "change of
control" provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the provisions in Section 4.09 and
Section 4.12 and (y) any such requirement only becomes operative after
compliance with such corresponding terms applicable to the Notes, including the
purchase of any Notes tendered pursuant thereto.

         "Equity Offering" means a primary offering, whether public or private,
of shares of common stock of the Guarantor.

         "Event of Default" has the meaning provided in Section 6.01.

         "Excess Proceeds" has the meaning provided in Section 4.09.

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

         "Fair Market Value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to
buy, as determined in good faith by (i) senior management of the Guarantor if
the aggregate amount of the transaction with respect to which Fair Market Value
is being determined does not exceed $10 million in value or (ii) the Board of
Directors of the Guarantor, whose determination shall be conclusive and
evidenced by a Board Resolution, if the aggregate amount of the transaction
with respect to which Fair Market Value is being determined exceeds $10 million
in value.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect on the Issue Date, including those set forth in
(i) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession, and (iv) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.
All ratios and other computations contained or referred to in this Indenture
shall be computed in conformity with GAAP applied on a consistent basis, except
that computations made for





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<PAGE>   18
purposes of determining compliance with the terms of the covenants and with
other provisions of this Indenture shall be made without giving effect to (i)
the amortization of any expenses incurred in connection with the offering of
the Notes and (ii) except as otherwise provided, the amortization of any
amounts required or permitted by Accounting Principles Board Opinion Nos. 16
and 17.

         "Global Notes" has the meaning provided in Section 2.01.

         "Guarantee" means, without duplication, any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
of any Person and any obligation, direct or indirect, contingent or otherwise,
of such Person (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness of such Person or (ii) entered into
for the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "Guarantee" used as a verb has a
corresponding meaning.

         "Guarantor" means the party named as such in this Indenture until a
successor replaces it pursuant to Article Five of this Indenture and thereafter
means the successor.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

         "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Subsidiary at the time it becomes a Subsidiary.  The term "Incurrence"
when used as a noun shall have a correlative meaning.  The accretion of
principal of a non-interest bearing or other discount security and the accrual
of interest shall not be deemed the Incurrence of Indebtedness.

         "Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
with respect to  (A) indebtedness of such Person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) the amount
of all Capital Lease Obligations of such Person and all Attributable Debt in
respect of Sale/Leaseback Transactions entered into by such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property (which purchase price is due more





                                       11
<PAGE>   19
than six months after the date of taking delivery of title to such property),
including all obligations of such Person for the deferred purchase price of
property under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of
such Person for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations
described in clauses (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the tenth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (v) the amount of
all obligations of such Person with respect to the redemption, repayment or
other repurchase of any Disqualified Stock or, with respect to any Subsidiary
of such Person the liquidation preference with respect to, any Preferred Stock
(but excluding, in each case, any accrued and unpaid dividends); (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (vii) all
obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any Lien on any property or asset of such first-mentioned
Person (whether or not such obligation is assumed by such first-mentioned
Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured;
and (viii) to the extent not otherwise included in this definition, the amount
of Hedging Obligations of such Person.  The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability,
assuming the contingency giving rise to the obligation were to have occurred on
such date, of any Guarantees outstanding at such date.  Notwithstanding the
foregoing, none of the following shall constitute Indebtedness: (i)
indebtedness arising from agreements providing for indemnification or
adjustment of purchase price or from guarantees securing any obligations of the
Guarantor or any of its Subsidiaries pursuant to such agreements, incurred or
assumed in connection with the disposition of any business, assets or
Subsidiary of the Guarantor, other than guarantees or similar credit support by
the Guarantor or any of its Subsidiaries of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Subsidiary for the
purpose of financing such acquisition; (ii) any trade accounts payable and
other accrued current liabilities incurred in the ordinary course of business
as the deferred purchase price of property; (iii) obligations arising from
guarantees to suppliers, lessors, licensees, contractors, franchisees or
customers incurred in the ordinary course of business; (iv) obligations (other
than Guarantees of indebtedness for borrowed money) in respect of Indebtedness
of other Persons arising in connection with (A) the sale or discount of
accounts receivable, (B) trade acceptances and (C) endorsements of instruments
for deposit in the ordinary course of business; (v) obligations in respect of
performance bonds provided by the Guarantor or its Subsidiaries in the ordinary
course of business and refinancing thereof; (vi) obligations arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business,
provided, however, that such obligation is extinguished





                                       12
<PAGE>   20
within two Business Days of its incurrence; and (vii) obligations in respect of
any obligations under workers' compensation laws and similar legislation;
provided that Indebtedness of the Guarantor or its Restricted Subsidiaries that
is Guaranteed by the Guarantor or any of the Restricted Subsidiaries shall only
be counted once in the calculation of the amount of Indebtedness of the
Guarantor and its Restricted Subsidiaries.

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

         "Interest Payment Date" means each semiannual interest payment date on
June 15 and December 15 of each year, commencing June 15, 1998.

         "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement
designed to protect the Guarantor or any Restricted Subsidiary against
fluctuations in interest rates.

         "Investment" in any Person means (without duplication) any direct or
indirect advance, loan or other extension of credit (including, without
limitation, by way of Guarantee or similar arrangement; (but excluding (x)
advances to customers in the ordinary course of business that are, in
conformity with GAAP, recorded as accounts receivable on the balance sheet of
the Guarantor or its Restricted Subsidiaries and (y) Guarantees of Indebtedness
of the Guarantor or any Restricted Subsidiaries permitted under Section 4.03))
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall
include (i) the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary and (ii) the Fair Market Value of the Capital Stock (or any other
Investment) held by the Guarantor or any of its Restricted Subsidiaries, of (or
in) any Person that has ceased to be a Restricted Subsidiary.  For purposes of
the definition of "Unrestricted Subsidiary" and Section 4.05, (i) "Investment"
shall include the Fair Market Value of the assets (net of liabilities (other
than liabilities to the Company or any of its Restricted Subsidiaries)) of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary, (ii) the Fair Market Value of the assets (net of
liabilities (other than liabilities to the Guarantor or any of its Restricted
Subsidiaries)) of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary shall be
considered a reduction in outstanding Investments, and (iii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair
Market Value at the time of such transfer.

         "Issue Date" means the date on which the Notes are originally issued.





                                       13
<PAGE>   21
         "Legal Holiday" means any Saturday, Sunday or other day on which
commercial banks in The City of New York, or in the city of the Corporate Trust
Office of the Trustee, are authorized by law to close.

         "Lien" means any mortgage, pledge, security interest, encumbrance,
lien, or, in the case of a Subsidiary not organized under the laws of the
United States or the District of Columbia, fixed charge or floating charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).

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

         "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Guarantor or any
Restricted Subsidiary) and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of (i) brokerage
commissions and other fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are payable) as a
result of such Asset Sale, (iii) payments made to repay Indebtedness or any
other obligation outstanding at the time of such Asset Sale that either (x) is
secured by a Lien on the property or assets sold or (y) is required to be paid
as a result of such sale, and (iv) appropriate amounts to be provided by the
Guarantor or any Restricted Subsidiary as a reserve against any liabilities
associated with such Asset Sale, including, without limitation, pension and
other post- employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as determined in conformity with GAAP and
(b) with respect to any issuance or sale of Capital Stock, the proceeds of such
issuance or sale in the form of cash or cash equivalents, including payments in
respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or cash equivalents (except to the extent such obligations are financed or
sold with recourse to the Guarantor or any Restricted Subsidiary) and proceeds
from the conversion of other property received when converted to cash or cash
equivalents, net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commission and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

         "Notes" means any of the securities, as defined in the first paragraph
of the recitals hereof, that are authenticated and delivered under this
Indenture.





                                       14
<PAGE>   22
         "Obligations" means all payment obligations of every nature whether
for principal, reimbursements, interest, fees, expenses, indemnities or
otherwise under the documentation governing such Indebtedness.

         "Offer to Purchase" means an offer to purchase Notes by the Company
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (i) the covenant of this Indenture pursuant to which the offer is
being made and that all Notes validly tendered will be accepted for payment on
a pro rata basis; (ii) the purchase price and the date of purchase (which shall
be a Business Day no earlier than 30 days nor later than 60 days from the date
such notice is mailed) (the "Payment Date"); (iii) that any Note not tendered
will continue to accrue interest pursuant to its terms; (iv) that, unless the
Company defaults in the payment of the purchase price, any Note accepted for
payment pursuant to the Offer to Purchase shall cease to accrue interest on and
after the Payment Date; (v) that Holders electing to have a Note purchased
pursuant to the Offer to Purchase will be required to surrender the Note,
together with the form entitled "Option of the Holder to Elect Purchase" on the
reverse side of the Note duly completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business Day
immediately preceding the Payment Date; (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the third Business Day immediately preceding the Payment Date, a
telegram, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Notes delivered for purchase and a statement
that such Holder is withdrawing his election to have such Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered; provided that each Note purchased and each new Note issued shall
be in a principal amount of $1,000 or integral multiples thereof.  On the
Payment Date, the Company shall (i) accept for payment on a pro rata basis
Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii)
deposit with the Paying Agent money sufficient to pay the purchase price of all
Notes or portions thereof so accepted; and (iii) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers' Certificate specifying the Notes or portions thereof accepted
for payment by the Company.  The Paying Agent shall promptly mail to the
Holders of Notes so accepted for payment an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail to such Holders a new Note
equal in principal amount to any unpurchased portion of the Note surrendered;
provided that each Note purchased and each new Note issued shall be in a
principal amount of $1,000 or integral multiples thereof.  The Company will
publicly announce the results of an Offer to Purchase as soon as practicable
after the Payment Date.  The Trustee shall act as the Paying Agent for an Offer
to Purchase.  The Company will comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable, in the event that the Company is required
to repurchase Notes pursuant to an Offer to Purchase and the Company may modify
any of the foregoing provisions to the extent it is advised by independent
counsel that such modification is necessary or appropriate to ensure such
compliance.





                                       15
<PAGE>   23
         "Officer" means, with respect to the Company or the Guarantor, as the
case may be, (i) the Chairman of the Board, the President, any Vice President,
the Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer,
or the Secretary or any Assistant Secretary.

         "Officers' Certificate" means a certificate signed by two Officers so
long as at least one Officer is an Officer listed in clause (i) of the
definition thereof.  Each Officers' Certificate(other than certificates
provided pursuant to TIA Section 314(a)(4)) shall include the statements
provided for in TIA Section 314(e) to the extent required by TIA.

         "Opinion of Counsel" means a written opinion signed by legal counsel
who is reasonably acceptable to the Trustee.  Such counsel may be an employee
of or counsel to the Company or the Guarantor, as the case may be, or the
Trustee.  Each such Opinion of Counsel shall include the statements provided
for in TIA Section 314(e) to the extent required by TIA.  Opinions of Counsel
required to be delivered may have qualifications customary for opinions of the
type required.

         "Parent Guarantee" means the Guarantee granted by the Guarantor, as
defined in the second paragraph of the recitals hereof.

         "Paying Agent" has the meaning provided in Section 2.04, except that,
for the purposes of Article Eight, the Paying Agent shall not be the Guarantor
or the Company or a Subsidiary of the Guarantor or the Company or an Affiliate
of any of them.  The term "Paying Agent" includes any additional Paying Agent.

         "Payment Blockage Period" has the meaning provided in Section 10.02.

         "Permitted Investment" means (i) an Investment in the Guarantor or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, the
Guarantor or a Restricted Subsidiary; provided that such Person's primary
business is related, ancillary or complementary to the business of the
Guarantor and its Restricted Subsidiaries on the date of such Investment; (ii)
a Temporary Cash Investment; (iii) commission, payroll, travel and similar
advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses in accordance with GAAP; (iv) loans,
transactions and arrangements or advances to directors, officers, employees and
agents made in the ordinary course of business in accordance with the past
practice of the Guarantor or its Restricted Subsidiaries and that do not in the
aggregate, in the case of loans or advances, exceed $3 million at any time
outstanding, provided that with respect to any transaction or arrangement which
is reasonably expected to involve more than $1 million, such transaction or
arrangement shall be approved by a majority of the members of the Board of
Directors of the Company or the Guarantor, as the case may be,  having no
personal stake in such transaction or arrangement; (v) Investments existing on
the Issue Date and any extension, renewal or other modification thereof





                                       16
<PAGE>   24
(but not an increase in the amount thereof, other than as a result of the
accrual or accretion of interest or original issue discount pursuant to the
original terms of such Investment); (vi) Investments in any Person received in
any dissolution, winding up, liquidation or reorganization of such Person in
satisfaction of claims against such Person; (vii) Investments received as
consideration from Asset Sales or Asset Dispositions permitted under Section
4.09, (viii) stock, obligations or securities received in satisfaction of
judgments or in settlements; (ix) Investments in Austral Refrigeration Pty.
Ltd. ("Austral Investments"); (x) exchanges of property permitted pursuant to
clause (x) of the definition of "Asset Sales";  and (xi) other Investments in
any Persons made with an intention to control at a subsequent time such Persons
(as evidenced by a resolution of the Board of Directors of the Guarantor or the
Company, as the case may be, to such effect) in an aggregate amount outstanding
at any time not to exceed $10 million plus the net reduction in such other
Investments and in Austral Investments after the Issue Date; provided, that the
Investment in Austral Refrigeration Pty. Ltd. and any such Person shall be
deemed reduced to zero for purposes of this definition only, among other
things, at such time as Austral Refrigeration Pty. Ltd. or such other Person
becomes a Restricted Subsidiary.

         "Permitted Liens" means, with respect to any Person, (a) liens
incurred or deposits by such Person under worker's compensation laws,
unemployment insurance laws or similar laws, rules, regulations or other
governmental requirements, or good faith liens incurred or deposits made in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person
is a party, or deposits as security for contested taxes or import duties or for
the payment of rent, in each case Incurred in the ordinary course of business;
(b) Liens imposed by law, such as landlord's, carriers', warehousemen's and
mechanics' Liens, in each case for sums not yet due or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review; (c) Liens for
property taxes not yet subject to penalties for nonpayment or which are being
contested in good faith and by appropriate proceedings; (d) Liens in favor of
issuers of surety bonds or letters of credit issued pursuant to the request of
and for the account of such Person in the ordinary course of its business;
provided, however, that such letters of credit do not constitute Indebtedness;
(e) minor survey exceptions, minor encumbrances, easements or reservations of,
or rights of others for, licenses, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property or leases, subleases or other Liens
incidental to the conduct of the business of such Person or to the ownership of
its properties which were not Incurred in connection with Indebtedness and
which do not in the aggregate materially impair their use in the operation of
the business of such Person; (f) Liens securing Indebtedness Incurred to
finance the construction, purchase or lease of, or repairs, improvements or
additions to, property of such Person (including Liens securing Indebtedness of
the pollution control or revenue bond type); provided, however, that the Lien
may not extend to any other property owned by such Person or any of its
Subsidiaries at the time the Lien is





                                       17
<PAGE>   25
Incurred, and the Indebtedness secured by the Lien may not be Incurred more
than 180 days after the later of the acquisition, completion of construction,
repair, improvement, addition or commencement of full operation of the property
subject to the Lien; (g) Liens to secure Indebtedness permitted under the
provisions described in clauses (a), (b)(i), (b)(iv), (b)(vii), (b)(viii) and
(b)(x) of Section 4.03; (h) Liens existing on the Issue Date; (i) Liens on
property or shares of Capital Stock of another Person at the time such other
Person becomes a Subsidiary of such Person; provided, however, that such Liens
are not created, incurred or assumed in connection with, or in contemplation
of, such other Person becoming such a Subsidiary; provided further, however,
that such Lien may not extend to any other property owned by such Person or any
of its Subsidiaries; (j) Liens on property at the time such Person or any of
its Subsidiaries acquires the property, including any acquisition by means of a
merger or consolidation with or into such Person or a Subsidiary of such
Person; provided, however, that such Liens are not created, incurred or assumed
in connection with, or in contemplation of, such acquisition; provided further,
however, that the Liens may not extend to any other property owned by such
Person or any of its Subsidiaries; (k) Liens securing Indebtedness or other
obligations of a Subsidiary of such Person owing to such Person or a wholly
owned Subsidiary of such Person (or, in the case of the Company, to a Wholly
Owned Subsidiary); (l) Liens securing Hedging Obligations so long as such
Hedging Obligations relate to Indebtedness that is, and is permitted to be
under the Indenture, secured by a Lien on the same property securing such
Hedging Obligations; (m) Liens arising in the ordinary course of business in
favor of the United States, any state thereof, any foreign country or any
department, agency, instrumentality or political subdivision of any such
jurisdiction, to secure partial, progress, advance or other payments pursuant
to any contract or statute or regulation; (n) Liens to secure any Refinancing
(or successive Refinancing) as a whole, or in part, of any Indebtedness secured
by any Lien referred to in the foregoing clause (f), (h), (i) and (j),
provided, however, that (x) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements to or on
such property) and (y) the Indebtedness secured by such Lien at such time is
not increased to any amount greater than the sum of (A) the outstanding
principal amount or, if greater, committed amount of the Indebtedness described
under clause (f), (h), (i) or (j) at the time the original Lien became a
Permitted Lien or the Issue Date, whichever is greater, and (B) an amount
necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement; (o) judgment and
attachment Liens not giving rise to an Event of Default or Liens created by or
existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings and for which adequate
reserves have been made; (p) Liens in favor of collecting or payor banks having
a right of setoff, revocation, refund or chargeback with respect to money or
instruments of the Company or any Subsidiary on deposit with or in possession
of such bank; and (q) Liens to secure Sale/Leaseback Transactions that are
permitted pursuant to Section 4.11.

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





                                       18
<PAGE>   26
         "Physical Notes" has the meaning provided in Section 2.01.

         "Preferred Stock" means,  as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "principal", with respect to any Note, means the principal of the Note
plus the premium, if any, payable on the Note which is due or overdue or is to
become due at the relevant time.

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

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

         "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, decease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

         "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Guarantor or any Restricted Subsidiary existing on the
Issue Date or Incurred in compliance with the Indenture including Indebtedness
that Refinances Refinancing Indebtedness; provided, however, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced or the Notes (whichever is
earlier), (ii) the portion of such Refinancing Indebtedness that has a Stated
Maturity that is earlier than the Stated Maturity of the Notes has an Average
Life at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the Average Life of the Indebtedness being Refinanced and (iii)
such Refinancing Indebtedness has an aggregate principal amount (or if Incurred
with original issue discount, an aggregate issue price) that is equal to or
less than the aggregate principal amount (or if Incurred with original issue
discount, the aggregate accreted value) then outstanding or committed (plus
fees and expenses, including any premium and defeasance costs) under the
Indebtedness being Refinanced; provided further, however, that Refinancing
Indebtedness shall not include Indebtedness of the Guarantor or a Restricted
Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

         "Registrar" has the meaning provided in Section 2.04.





                                       19
<PAGE>   27
         "Registration Rights Agreement" means that certain Registration Rights
Agreement dated as of April 24, 1994 among the Guarantor and certain former
shareholders of certain Restricted Subsidiaries.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the June 1 or December 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

         "Representative" means any trustee, agent or representative (if any)
for an issue of Senior Indebtedness of the Company or the Guarantor, as the
case may be.

         "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice chairman of the board of directors, the chairman or
any vice chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, any
assistant vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

         "Restricted Payment" with respect to any Person means (i) the
declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct
or indirect holders of its Capital Stock (other than (x) dividends or
distributions payable solely in its Capital Stock (other than Disqualified
Stock), (y) dividends or distributions payable solely to the Guarantor or a
Restricted Subsidiary, and (z) pro rata dividends or other distributions made
by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders
(or owners of an equivalent interest in the case of a Subsidiary that is an
entity other than a corporation) ), (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock of the Guarantor held
by any Person or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of the Guarantor (other than a Restricted Subsidiary), including the
exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Guarantor that is not Disqualified Stock), (iii) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for
value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any Subordinated Obligations (other than the purchase,
repurchase or other acquisition of Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of acquisition) or
(iv) the making of any Investment in any Person (other than a Permitted
Investment).





                                       20
<PAGE>   28
         "Restricted Subsidiary" means the Company and any other Subsidiary of
the Guarantor that is not an Unrestricted Subsidiary.

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

         "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Guarantor or a Restricted
Subsidiary transfers such property to a Person and the Guarantor or a
Restricted Subsidiary leases it from such Person; provided that the Fair Market
Value of such property (as reasonably determined by the Board of Directors
acting in good faith) is $10 million or more.

         "SEC" means the Securities and Exchange Commission.

         "Secured Indebtedness" means any Indebtedness of the Company or the
Guarantor, as the case may be, secured by a Lien.

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

         "Security Register" has the meaning provided in Section 2.04.

         "Senior Indebtedness" means, with respect to any Person, any
Indebtedness of such Person and all other Obligations with respect to such
Indebtedness (including interest, whether or not allowed, on such Indebtedness
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person), including, without limitation, all
Obligations of such Person under the Bank Credit Agreement, the Comerica
Agreement and Hedging Obligations, in each case, whether outstanding on the
Issue Date or thereafter Incurred, unless such Indebtedness, by its terms or
the terms of any instrument creating or evidencing such Indebtedness, is pari
passu with, or subordinated in right of payment to, the Notes; provided,
however, that Senior Indebtedness shall not include (1) any obligation of such
Person to any Subsidiary, director, officer or employee of such Person, (2) any
liability for federal, state, local or other taxes owed or owing by such
Person, (3) any accounts payable or other liability to trade creditors arising
in the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities), (4) any Indebtedness of such Person (and any
accrued and unpaid interest in respect thereof) which is expressly subordinated
in right of payment in any respect to any other Indebtedness or other
obligation of such Person, (5) that portion of any Indebtedness (other than
under the Bank Credit Agreement) which at the time of Incurrence is Incurred in
violation of the Indenture, and (6) any Indebtedness of such Person that, when
Incurred and without regard to any election under Section 1111(b) of the United
States Bankruptcy Code, was without recourse to such Person.





                                       21
<PAGE>   29
         "Senior Subordinated Indebtedness" means, with respect to the Company
or the Guarantor, as the case may be, the Notes, with respect to the Company,
and the Parent Guarantee, with respect to the Guarantor, and any other
Indebtedness of the Company or the Guarantor, as the case may be, that
specifically provides that such Indebtedness is to rank pari passu with the
Notes or such Parent Guarantee, as the case may be, in right of payment and is
not subordinated by its terms in right of payment to any Indebtedness or other
obligation of the Company or the Guarantor, as the case may be, which is not
Senior Indebtedness of the Company or the Guarantor, as the case may be.

         "Significant Subsidiary" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Guarantor within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

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

         "Subordinated Obligation" means any Indebtedness of the Guarantor or
the Company (whether outstanding on the Issue Date or thereafter Incurred), as
the case may be, which is subordinate or junior in right of payment to the
Notes or the Parent Guarantee, as the case may be, pursuant to a written
agreement to that effect.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

         "Temporary Cash Investments" means any of the following: (i) any
investment in direct obligations of the United States of America or any agency
thereof, or in the case of a Subsidiary not organized under the laws of a state
of the United States or the District of Columbia, any foreign government or any
agency thereof, or obligations guaranteed or insured by the United States of
America or any agency thereof, or in the case of a Subsidiary not organized
under the laws of a state of the United States or the District of Columbia, any
foreign government or any agency thereof, (ii) investments in time deposit
accounts, certificates of deposit and money-market deposits maturing within 365
days of the date of acquisition thereof issued by a bank or trust company which
is organized under the laws of the United States of America, any state thereof
or any foreign country recognized by the United States, and which bank or trust
company has capital, surplus and undivided profits aggregating in excess of
$100 million (or the foreign





                                       22
<PAGE>   30
currency equivalent thereof) and has outstanding debt which is rated "A" (or
such similar equivalent rating) or higher by Moody's, S&P or at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act) or any money market fund sponsored by a registered
broker dealer or mutual fund distributor, provided that a foreign Subsidiary of
the Guarantor may also make deposits with any central bank of the jurisdiction
in which such Subsidiary is organized, (iii) repurchase obligations with a term
of not more than 30 days for underlying securities of the types described in
clause (i) above or (v) below entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) investments in commercial
paper, maturing not more than 270 days after the date of acquisition, issued by
a Person (other than an Affiliate of the Company) organized and in existence
under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of
which any investment therein is made of "P-2" (or higher) according to Moody's
or "A-2" (or higher) according to S&P, (v) investments in securities with
maturities of twelve months or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States
of America, or by any political subdivision or taxing authority thereof, and
rated at least "A" by S&P or Moody's and (vi) interests in any investment
company which invests solely in instruments of the type described in clauses
(i) through (v).

         "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended (15 U.S. Code Sections 77aaa- 77bbb), as in effect on the date this
Indenture was executed, except as provided in Section 9.06.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article Seven of this Indenture and thereafter means such successor.

         "United States Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

         "Unrestricted Subsidiary" means (i) any Subsidiary of the Guarantor
other than the Company that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Guarantor in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Guarantor may designate any Subsidiary of the
Guarantor (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Guarantor or any other Subsidiary of the Guarantor that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that
either (A) the Subsidiary to be so designated has total assets of $1,000 or
less or (B) if such Subsidiary has assets greater than $1,000, such designation
would be permitted under Section 4.05.  The Board of Directors of the Guarantor
may designate any Unrestricted





                                       23
<PAGE>   31
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation (x) the Guarantor could Incur $1.00 of
additional Indebtedness under Section 4.03(a) and (y) no Default shall have
occurred and be continuing.  Any such designation by the Board of Directors of
the Guarantor shall be evidenced by the Guarantor to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

         "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

         "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares and shares held
by other Persons to the extent such shares are required by applicable law to be
held by a Person other than the Guarantor or a Restricted Subsidiary) is owned
by the Guarantor or one or more Wholly Owned Subsidiaries.

         SECTION 1.02   Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Notes;

         "indenture security holder" means a Holder;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the indenture securities means the Company or any obligor
         on the Notes.

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





                                       24
<PAGE>   32
         SECTION 1.03   Rules of Construction.

         Unless the context otherwise requires:

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

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

         (iii)   "or" is not exclusive;

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

         (v)     provisions apply to successive events and transactions;

         (vi)    "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.

         (vii)   all ratios and computations based on GAAP contained in this
         Indenture shall be computed in accordance with the definition of GAAP
         set forth in Section 1.01; and

         (viii)  all references to Sections or Articles refer to Sections or
         Articles of this Indenture unless otherwise indicated.

                                   ARTICLE II

                                   The Notes

         SECTION 2.01   Form and Dating.  The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A.  The Notes may have notations, legends or endorsements required
by law, stock exchange agreements to which the Company is subject or usage.
The Company shall approve the form of the Notes and any notation, legend or
endorsement on the Notes.  Each Note shall be dated the date of its
authentication.

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





                                       25
<PAGE>   33
         Notes offered and sold in global form ("Global Notes") shall be
substantially in the form of Exhibit A attached hereto (including the bracketed
text).  Notes issued in physical form ("Physical Notes") shall be substantially
in the form of Exhibit A attached hereto (but without including the bracketed
text). Each Global Note shall be deposited with the Trustee, as custodian for
the Depositary, duly executed by the Company and authenticated by the Trustee
as hereinafter provided.  The aggregate principal amount of the Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depository or its nominee, as hereinafter
provided.

         The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

         SECTION 2.02   Global Note Legends.  Each Global Note shall bear the
following legend on the face thereof:

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

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

         SECTION 2.03   Execution, Authentication and Denominations.  The Notes
shall be executed by an Officer of the Company listed in clause (i) of the
definition of Officer herein and attested by its Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer.  The signature of any of
these Officers on the Notes may be by facsimile or manual signature in the name
and on behalf of the Company.





                                       26
<PAGE>   34
         If an Officer whose signature is on a Note no longer holds that office
at the time the Trustee or authenticating agent authenticates the Note, the
Note shall be valid nonetheless.

         A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note.  The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

         The Trustee or an authenticating agent shall upon receipt of a Company
Order authenticate for original issue Notes in the aggregate principal amount
of up to $100,000,000.  The Trustee shall be entitled to receive an Officers'
Certificate and an Opinion of Counsel of the Company in connection with such
authentication and delivery of Notes.  Such Company Order shall specify the
amount of Notes to be authenticated and the date on which the original issue of
Notes is to be authenticated.  The aggregate principal amount of Notes
outstanding at any time may not exceed the amount set forth above except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.08 or
2.10.

         The Trustee may appoint an authenticating agent to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent.  An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the
Company.

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

         SECTION 2.04   Registrar and Paying Agent.  The Company shall maintain
an office or agency where Notes may be presented for registration of transfer
or for exchange (the "Registrar"), an office or agency where Notes 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 Notes and this
Indenture may be served, which shall be in the Borough of Manhattan, The City
of New York.  The Company shall cause the Registrar to keep a register of the
Notes and of their transfer and exchange (the "Security Register").  The
Company may have one or more co-Registrars and one or more additional Paying
Agents.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture.  The agreement shall implement the
provisions of this Indenture that relate to such Agent.  The Company shall give
prompt written notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent.  If the Company fails to maintain
a Registrar, Paying Agent and/or agent for service of notices and





                                       27
<PAGE>   35
demands, the Trustee shall act as such Registrar, Payment Agent and/or agent
for service of notices and demands.  The Company may remove any Agent upon
written notice to such Agent and the Trustee; provided that no such removal
shall become effective until (i) the acceptance of an appointment by a
successor Agent to such Agent as evidenced by an appropriate agency agreement
entered into by the Company and such successor Agent and delivered to the
Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause
(i) of this proviso.  The Company, any Subsidiary of the Company, or any
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar,
and/or agent for service of notice and demands.

         The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands.  If, at any
time, the Trustee is not the Registrar, the Registrar shall make available to
the Trustee on or before each Interest Payment Date and at such other times as
the Trustee may reasonably request, the names and addresses of the Holders as
they appear in the Security Register.

         SECTION 2.05   Payment Agent to Hold Money in Trust.  Not later than
each due date of the principal, premium, if any, and interest on any Notes, the
Company shall deposit with the Paying Agent by 11:00 a.m., New York time, in
immediately available funds, money sufficient to pay such principal, premium,
if any, and interest so becoming due.  The Company shall require each Paying
Agent other than the Trustee to agree in writing that such Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, premium, if any, and interest
on the Notes (whether such money has been paid to it by the Company or any
other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on the Notes) in
making any such payment.  The Company at any time may require a 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 payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed.  Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee.  If the Company or any Subsidiary of the Company or
any Affiliate of any of them acts as Paying Agent, it will, on or before each
due date of any principal of, premium, if any, or interest on the Notes,
segregate and hold in a separate trust fund for the benefit of the Holders a
sum of money sufficient to pay such principal, premium, if any, or interest so
becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and will promptly notify the Trustee
of its action or failure to act.

         SECTION 2.06   Transfer and Exchange.  The Notes are issuable only in
registered form.  A Holder may transfer a Note by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture.  No such transfer shall be effected until,
and such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register.  Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any





                                       28
<PAGE>   36
Agent of the Company shall treat the Person in whose name the Note is
registered as the owner thereof for all purposes whether or not the Note shall
be overdue, and neither the Company, the Trustee, nor any such Agent shall be
affected by notice to the contrary.  Furthermore, any Holder of a Global Note
shall, by acceptance of such Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book entry system
maintained by the Holder of such Global Note (or its agent) and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book entry.  When Notes are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met.  To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Notes at the
Registrar's request.  No service charge shall be made to a Holder or its
transferee for any registration of transfer or exchange or redemption of the
Notes, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge
payable upon exchanges pursuant to Section 2.10, 3.08 or 9.04).

         The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under Section 3.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

         SECTION 2.07   Book-Entry Provisions for Global Notes.  (a) A Global
Note initially shall (i) be registered in the name of the Depositary for such
Global Note or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for such Depositary and (iii) bear legends as set forth in Section
2.02.

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

         (b)     Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors
or their respective nominees.  Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and





                                       29
<PAGE>   37
procedures of the Depositary.  In addition, Physical Notes shall be transferred
to all beneficial owners in exchange for their beneficial interests in the
Global Note, if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the Global Note 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 to the foregoing effect from the Depositary.

         (c)     Any beneficial interest in a Global Note that is transferred
to a Person who takes delivery in the form of an interest in another Global
Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in the other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

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

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

         (f)     The registered holder of a Global Note 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 Notes.

                 The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to this Section 2.07.  The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         SECTION 2.08   Replacement Notes.  If a mutilated Note is surrendered
to the Trustee or if the Holder claims that the Note has been lost, destroyed
or wrongfully taken, the Company shall issue and the Trustee shall authenticate
a replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.  If required by the Trustee or the Company, an
indemnity bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company, the Trustee or any Agent from
any loss that





                                       30
<PAGE>   38
any of them may suffer if a Note is replaced.  The Company may charge such
Holder for its expenses and the expenses of the Trustee in replacing a Note.
In case any such mutilated, lost, destroyed or wrongfully taken Note has become
or is about to become due and payable, the Company in its discretion may pay
such Note instead of issuing a new Note in replacement thereof.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to the benefits of this Indenture.

         SECTION 2.09   Outstanding Notes.  Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section 2.09 as not outstanding.

         If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.

         If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.

         A Note does not cease to be outstanding because the Company or one of
its Affiliates holds such Note, provided, however, that, in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company or any other obligor upon the Notes or
any Subsidiary of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee knows to be
so owned shall be so disregarded.  Notes so owned which have been pledged in
good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Subsidiary of the Company or of such other obligor..

         SECTION 2.10   Temporary Notes.  Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes.  Temporary Notes shall be substantially in the form of definitive Notes
but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Notes, as
evidenced by their execution of such temporary Notes.  If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay.  After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency of the Company 





                                       31
<PAGE>   39
designated for such purpose pursuant to Section 4.02, without charge to the
Holder.  Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized 
denominations.  Until so exchanged, the temporary Notes shall be entitled to the
same benefits under this Indenture as definitive Notes.

         SECTION 2.11   Cancellation.  The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold.  The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall destroy them in
accordance with its normal procedure.  The Company may not issue new Notes to
replace Notes it has paid in full or delivered to the Trustee for cancellation.

         SECTION 2.12   CUSIP Numbers.  The Company in issuing the Notes may
use "CUSIP" and "CINS" numbers (if then generally in use), and the Trustee
shall use CUSIP numbers or CINS numbers, as the case may be, 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 of such
numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes.

         SECTION 2.13   Defaulted Interest.  If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the
Paying Agent money in immediately available funds sufficient to pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special
record date.  A special record date, as used in this Section 2.13 with respect
to the payment of any defaulted interest, shall mean 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 to each Holder and to
the Trustee a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest to be paid.

                                   ARTICLE II

                                   Redemption

         SECTION 3.01   Right of Redemption.  (a) The Notes may be redeemed at
the election of the Company, in whole or in part, at any time and from time to
time on or after December 15, 2002 and prior to maturity, upon not less than 30
nor more than 60 days' prior notice mailed by





                                       32
<PAGE>   40
first class mail to each Holder's last address as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date) if redeemed during the 12-month period commencing on
December 15 of the years set forth below:

                                        Redemption
         Year                             Price

         2002 . . . . . . . .           104.3125%
         2003 . . . . . . . .           102.15625%
         2004 and thereafter            100.0%

         In addition, at any time and from time to time prior to December 15,
2000, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Notes with the proceeds of one or more Equity
Offerings, at a redemption price (expressed as a percentage of principal
amount) of 108 5/8% plus accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that either (i) at least $65 million in aggregate principal amount of the Notes
must remain outstanding after each such redemption or (ii) such redemption must
retire the Notes in their entirety and, in any case, that such redemption
occurs within 60 days following the closing of any such Equity Offering.

         SECTION 3.02   Notices to Trustee.  If the Company elects to redeem
Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed.

         The Company shall give each notice provided for in this Section 3.02
in an Officers' Certificate at least 45 days before the Redemption Date (unless
a shorter period shall be satisfactory to the Trustee).

         SECTION 3.03   Selection of Notes to Be Redeemed.  If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to
be redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on a national securities exchange, on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion shall deem fair and
appropriate.

         The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption.  Notes in denominations of $1,000 in
principal amount may only be redeemed in whole.  The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in





                                       33
<PAGE>   41
principal amount.  Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.  The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

         SECTION 3.04   Notice of Redemption.  At least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first class mail to each Holder whose Notes are to be redeemed.

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

                 (i)      the Redemption Date;

                 (ii)     the Redemption Price;

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

                 (iv)     that Notes called for redemption must be surrendered
         to the Paying Agent in order to collect the Redemption Price;

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

                 (vi)     that, if any Note is being redeemed in part, the
         portion of the principal amount (equal to $1,000 in principal amount
         or any integral multiple thereof) of such Note to be redeemed and
         that, on and after the Redemption Date, upon surrender of such Note, a
         new Note or Notes in principal amount equal to the unredeemed portion
         thereof will be reissued;

                 (vii)    that, if any Note contains a CUSIP or CINS number as
         provided in Section 2.12, no representation is being made as to the
         correctness of the CUSIP or CINS number either as printed on the Notes
         or as contained in the notice of redemption and that reliance may be
         placed only on the other identification numbers printed on the Notes;
         and

                 (viii)   the aggregate principal amount of Notes being
         redeemed.

         At the Company's request the Trustee shall give the notice of
redemption in the name and at the expense of the Company.  Concurrently with
the giving of such notice by the Company to the Holders, the Company shall
deliver to the Trustee an Officers' Certificate stating that such notice has
been given.





                                       34
<PAGE>   42
         SECTION 3.05   Effect of Notice of Redemption.  Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price.  Upon surrender of any Notes to
the Paying Agent, such Notes shall be paid at the Redemption Price, plus
accrued and unpaid interest to the Redemption Date.

         Notice of redemption shall be deemed to be given when mailed, whether
or not the Holder receives the notice.  In any event, failure to give such
notice, or any defect therein, shall not affect the validity of the proceedings
for the redemption of Notes held by Holder to whom such notice was properly
given.

         SECTION 3.06   Deposit of Redemption Price.  On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 2.05) by 1:00 p.m., New York time, in immediately available
funds, money sufficient to pay the Redemption Price of and accrued and unpaid
interest on all Notes to be redeemed on that date other than Notes or portions
thereof called for redemption on that date that have been delivered by the
Company to the Trustee for cancellation.

         SECTION 3.07   Payment of Notes Called for Redemption.  If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued and unpaid interest to such Redemption Date, and on and after such date
(unless the Company shall default in the payment of such Notes at the
Redemption Price and accrued and unpaid interest to the Redemption Date, in
which case the principal, until paid, shall bear interest from the Redemption
Date at the rate prescribed in the Notes), such Notes shall cease to accrue
interest.  Upon surrender of any Note for redemption in accordance with a
notice of redemption, such Note shall be paid and redeemed by the Company at
the Redemption Price, together with accrued and unpaid interest to the
Redemption Date; provided that installments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders
registered as such at the close of business on the relevant Regular Record
Date.

         SECTION 3.08   Notes Redeemed in Part.  Upon surrender of any Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note equal in principal amount of
the unredeemed portion of such surrendered Note.

                                   ARTICLE IV

                                   Covenants

         SECTION 4.01   Payment of Notes.  The Company shall pay the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this





                                       35
<PAGE>   43
Indenture.  An installment of principal, premium, if any, or interest shall be
considered paid on the date due if the Trustee or Paying Agent (other than the
Company, a Subsidiary of the Company, or any Affiliate of any of them) holds on
that date money in immediately available funds designated for and sufficient to
pay the installment.  If the Company or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, an installment of principal,
premium, if any, or interest shall be considered paid on the due date if the
entity acting as Paying Agent complies with the last sentence of Section 2.05.
As provided in Section 6.09, upon any bankruptcy or reorganization procedure
relative to the Company, the Trustee shall serve as the Paying Agent and
conversion agent, if any, for the Notes.

         The Company shall pay interest on overdue principal, premium, if any,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Notes.

         SECTION 4.02   Maintenance of Office or Agency.  The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes 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 Notes 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 any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in
Section 12.02.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided
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 office of an affiliate of
the Trustee, located in the Borough of Manhattan, The City of New York, as such
office of the Company in accordance with Section 2.04.

         SECTION 4.03   Limitation on Indebtedness.  (a) The Guarantor shall
not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly,  any Indebtedness (other than the Notes and Indebtedness existing
on the Issue Date); provided, however, that the Guarantor or a Restricted
Subsidiary (in the case of such Restricted Subsidiary other than the Company to
the extent permitted under Section 4.07) may Incur such Indebtedness if, on the
date of such Incurrence and after giving effect thereto, the Consolidated
Coverage Ratio equals or exceeds (x)





                                       36
<PAGE>   44
for the period from the Issue Date and ending on the third anniversary thereof,
2.0:1.0 and (y) thereafter, 2.25:1.

         (b)  Notwithstanding the foregoing paragraph (a), the Guarantor and
any Restricted Subsidiary (in the case of such Restricted Subsidiary other than
the Company to the extent permitted under Section 4.07) may Incur the following
Indebtedness:

                 (i)      (x) Indebtedness Incurred pursuant to the Bank Credit
         Agreement, so long as the aggregate principal amount of all
         Indebtedness outstanding under the Bank Credit Agreement does not, at
         any time, exceed the aggregate amount of borrowing availability from
         time to time allowed under the Bank Credit Agreement that determine
         availability on the basis of a borrowing base or other asset-based
         calculation, if available and (y) other Indebtedness up to $150
         million in aggregate principal amount outstanding at any time;
         provided, however, that in no event shall the aggregate principal
         amount of such indebtedness exceed $450 million as of the date of such
         Incurrence minus the aggregate amount of Indebtedness permanently
         repaid as provided under Section 4.09;

                 (ii)     Indebtedness owed to and held by the Guarantor or a
         Wholly Owned Restricted Subsidiary; provided, however, that any
         subsequent issuance or transfer of any Capital Stock which results in
         any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly
         Owned Restricted Subsidiary or any subsequent transfer of such
         Indebtedness (other than to the Guarantor or another Wholly Owned
         Restricted Subsidiary) shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the issuer thereof;

                 (iii)    the Notes;

                 (iv)     Indebtedness Incurred pursuant to the Comerica
         Agreement, so long as the aggregate principal amount of all 
         Indebtedness outstanding thereunder does not exceed $15 million at any
         time;

                 (v)      Indebtedness outstanding on the Issue Date (other
         than Indebtedness described in clause (i), (ii), (iii) or (iv) of this
         Section 4.03);

                 (vi)     Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to paragraph (a) or pursuant to clause (iii) or (v)
         above or clause (ix) below, or this clause (vi);

                 (vii)    Indebtedness consisting of Interest Rate Agreements
         directly related to Indebtedness permitted to be Incurred by the
         Guarantor and its Restricted Subsidiaries pursuant to the Indenture;





                                       37
<PAGE>   45
                 (viii)   Indebtedness under Currency Agreements entered into
         in the ordinary course of business for the purpose of limiting risks
         that arise in the ordinary course of business of the Guarantor and its
         Restricted Subsidiaries;

                 (ix)     Indebtedness Incurred to finance capital expenditures
         in an aggregate principal amount not to exceed $20 million in any
         fiscal year; and

                 (x)      Indebtedness in an aggregate principal amount which,
         together with the principal amount of all other Indebtedness of the
         Guarantor and its Restricted Subsidiaries outstanding on the date of
         such Incurrence (other than Indebtedness permitted by clauses (i)
         through (ix) above or paragraph (a)), does not exceed $40 million.

         (c)     Notwithstanding the foregoing, the Guarantor and the Company
shall not Incur any Indebtedness pursuant to the foregoing paragraph (b) if the
proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations unless such Indebtedness shall be subordinated to the
Notes or the Parent Guarantee, as the case may be, at least to the same extent
as such Subordinated Obligations.

         (d)     For purposes of determining compliance with this Section 4.03,
(i) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described above, the Guarantor, in its sole
discretion, will classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of the above clauses
and (ii) an item of Indebtedness may be divided and classified in more than one
of the types of Indebtedness described above.

         SECTION 4.04   Limitation on Senior Subordinated Indebtedness.  The
Company or the Guarantor, as the case may be, will not Incur any Indebtedness
that is expressly made subordinate in right of payment to any Senior
Indebtedness of the Company or the Guarantor, as the case may be, unless such
Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such Indebtedness is outstanding, is expressly made pari
passu with, or subordinate in right of payment to, the Notes, with respect to
the Company, or the Parent Guarantee with respect to the Guarantor; provided
that the foregoing limitation shall not apply to distinctions between
categories of Senior Indebtedness of the Company or the Guarantor that exist by
reason of any Liens or Guarantees arising or created in respect of some but not
all of such Senior Indebtedness.

         SECTION 4.05   Limitation on Restricted Payments. (a)  The Guarantor
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Guarantor or such
Restricted Subsidiary makes such Restricted Payment:





                                       38
<PAGE>   46
                 (1)      a Default shall have occurred and be continuing (or
                          would result therefrom);

                 (2)      the Guarantor is not able to Incur an additional
         $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.03; or

                 (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments since the Issue Date would exceed the
         sum of:

                          (A)     50% of the Adjusted Consolidated Net Income
                 accrued during the period (treated as one accounting period)
                 from the beginning of the fiscal quarter immediately following
                 the fiscal quarter during which the Notes are originally
                 issued to the end of the most recent fiscal quarter ending at
                 least 45 days prior to the date of such Restricted Payment
                 (or, in case such Adjusted Consolidated Net Income shall be a
                 deficit, minus 100% of such deficit);

                          (B)     the aggregate Net Cash Proceeds received by
                 the Guarantor or the Company from the issuance or sale of its
                 Capital Stock (other than Disqualified Stock) subsequent to
                 the Issue Date (other than an issuance or sale to a Subsidiary
                 of the Guarantor and other than an issuance or sale to an
                 employee stock ownership plan or to a trust established by the
                 Guarantor or any of its Subsidiaries for the benefit of their
                 employees);

                          (C)     the aggregate Net Cash Proceeds received by
                 the Guarantor or the Company from the issue or sale subsequent
                 to the Issue Date of its Capital Stock (other than
                 Disqualified Stock) to an employee stock ownership plan;
                 provided, however, that if such employee stock ownership plan
                 incurs any Indebtedness with respect thereto, such aggregate
                 amount shall be limited to an amount equal to any increase in
                 the Consolidated Net Worth of the Guarantor resulting from
                 principal repayments made by such employee stock ownership
                 plan with respect to such Indebtedness;

                          (D)     the amount by which Indebtedness of the
                 Guarantor or any Restricted Subsidiary is reduced on the
                 Guarantor's balance sheet upon the conversion or exchange
                 (other than by a Subsidiary of the Guarantor) subsequent to
                 the Issue Date, of any Indebtedness of the Guarantor or any
                 Restricted Subsidiary convertible or exchangeable for Capital
                 Stock (other than Disqualified Stock) of the Guarantor (less
                 the amount of any cash, or the fair value of any other
                 property, distributed by the Guarantor or any Restricted
                 Subsidiary upon such conversion or exchange); and





                                       39
<PAGE>   47
                          (E)     an amount equal to the sum of (i) the net
                 reduction in Investments in Unrestricted Subsidiaries
                 resulting from dividends, repayments of loans or advances or
                 other transfers of assets, in each case to the Guarantor or
                 any Restricted Subsidiary from or with respect to Unrestricted
                 Subsidiaries, and (ii) the portion (proportionate to the
                 Guarantor's equity interest in such Subsidiary) of the Fair
                 Market Value of the net assets of an Unrestricted Subsidiary
                 at the time such Unrestricted Subsidiary is designated a
                 Restricted Subsidiary; provided, however, that the foregoing
                 sum shall not exceed, in the case of any Unrestricted
                 Subsidiary, the amount of Investments previously made (and
                 treated as a Restricted Payment) by the Guarantor or any
                 Restricted Subsidiary in such Unrestricted Subsidiary.

         (b)     The provisions of the foregoing paragraph (a) shall not
prohibit:

                 (i)      any purchase or redemption of Capital Stock or
         Subordinated Obligations of the Guarantor or a Restricted Subsidiary
         made by exchange for, or out of the proceeds of the substantially
         concurrent sale of, Capital Stock of the Guarantor (other than
         Disqualified Stock and other than Capital Stock issued or sold to a
         Subsidiary of the Guarantor); provided, however, that (A) such
         purchase or redemption shall be excluded in the calculation of the
         amount of Restricted Payments and (B) the Net Cash Proceeds from such
         sale shall be excluded from the calculation of amounts under clause
         (3)(B) of paragraph (a) above (but only to the extent that such Net
         Cash Proceeds were used to purchase or redeem such Capital Stock as
         provided in this clause (i));

                  (ii)    any purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value of Subordinated Obligations
         made by exchange for, or out of the proceeds of the substantially
         concurrent sale of, Refinancing Indebtedness which is permitted to be
         Incurred pursuant to clause (b)(vi) of Section 4.03; provided,
         however, that such purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value shall be excluded in the
         calculation of the amount of Restricted Payments;

                 (iii)    dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this covenant; provided, however, that at the time
         of payment of such dividend, no other Default shall have occurred and
         be continuing (or result therefrom); and provided further, however,
         that such dividends shall be included in the calculation of the amount
         of Restricted Payments;

                 (iv)     dividends paid from the Net Cash Proceeds received by
         the Guarantor from the issue or sale of its Capital Stock (other than
         Disqualified Stock) subsequent to the Issue Date (other than an issue
         or sale to a Subsidiary of the Guarantor and other than an issue or
         sale to an employee stock ownership plan or to a trust established by
         the





                                       40
<PAGE>   48
         Guarantor or any of its Subsidiaries for the benefit of their
         employees) in an aggregate amount not to exceed 6% of such Net Cash
         Proceeds in any calendar year; provided, however, that such dividends
         shall be included in the calculation of the amount of Restricted
         Payments;

                 (v)      the repurchase of shares of, or options to purchase
         shares of, common stock or stock equivalents of the Guarantor or any
         of its Subsidiaries from employees, former employees, directors or
         former directors of the Guarantor or any of its Subsidiaries (or
         permitted transferees of such employees, former employees, directors
         or former directors), pursuant to the terms of the agreements
         (including employment agreements) or plans (or amendments thereto)
         approved by the Board of Directors of the Guarantor or the Company,
         under which such individuals purchase or sell or are granted the
         option to purchase or sell, shares of such common stock or stock
         equivalents; provided, however, that the aggregate amount of such
         repurchases shall not exceed $1 million in any calendar year and $5
         million in the aggregate; provided further, however, that such
         repurchases shall be excluded in the calculation of the amount of
         Restricted Payments; or

                 (vi)     other Restricted Payments in an aggregate amount not
         to exceed $10 million; provided, however, that such Restricted
         Payments shall be excluded in the calculation of the amount of
         Restricted Payments.

         SECTION 4.06   Limitation on Restrictions on Distributions from
Restricted Subsidiaries.  The Guarantor shall not, and shall not permit any
Restricted Subsidiary other than the Company to, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary other than the Company;  (a) to pay
dividends or make any other distributions on its Capital Stock or pay any
Indebtedness owed to the Company or another Restricted Subsidiary,  (b) to make
any loans or advances to the Company or another Restricted Subsidiary or (c) to
transfer any of its property or assets to the Company or another Restricted
Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement
in effect at or entered into on the Issue Date; (ii) any encumbrance or
restriction with respect to a Restricted Subsidiary pursuant to an agreement
relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior
to the date on which such Restricted Subsidiary was acquired by the Company
(other than Indebtedness Incurred as consideration in, or to provide all or any
portion of the funds or credit support utilized to consummate, the transaction
or series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was acquired by the Company) and outstanding
on such date; (iii) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (i) or (ii) of this covenant or this clause (iii) or
contained in any amendment to an agreement referred to in clause (i) or (ii) of
this Section 4.06 or this clause (iii); provided, however, that the
encumbrances and restrictions with respect to such Restricted Subsidiary
contained in any such refinancing agreement or amendment are no





                                       41
<PAGE>   49
less favorable to the Noteholders than encumbrances and restrictions with
respect to such Restricted Subsidiary contained in such agreements; (iv) any
such encumbrance or restriction consisting of customary nonassignment provisions
related to intellectual property and in leases governing leasehold interests to
the extent such provisions restrict the transfer of the lease or the property
leased thereunder; (v) in the case of clause (c) above, restrictions contained
in security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements or mortgages; (vi) any restriction with
respect to a Restricted Subsidiary imposed pursuant to an agreement entered into
for the sale or disposition of all or substantially all the Capital Stock or
assets of such Restricted Subsidiary pending the closing of such sale or
disposition; and (vii) any encumbrance or restriction pursuant to an agreement
relating to Indebtedness permitted by clause (iii) of paragraph (b) of Section
4.07.

         SECTION 4.07 Limitation on the Sale or Issuance of Capital Stock and
Indebtedness of Restricted Subsidiaries. (a) The Guarantor will not sell, and
will not permit any Restricted Subsidiary other than the Company, directly or
indirectly, to issue or sell, any shares of Capital Stock of such Restricted
Subsidiary (including options, warrants or other rights to purchase shares of
such Capital Stock), except (i) to the Guarantor, the Company or a Wholly Owned
Restricted Subsidiary other than the Company; (ii) issuances of director's
qualifying shares or sales to foreign nationals of shares of Capital Stock of
foreign Restricted Subsidiaries, to the extent required by applicable law; and
(iii) as Asset Sales and Asset Dispositions permitted under Section 4.09.

         (b) The Guarantor will not permit any Restricted Subsidiary other than
the Company, directly or indirectly, to Incur any Indebtedness except (i)
Indebtedness of such Restricted Subsidiary existing on the Issue Date or the
time such Restricted Subsidiary was acquired by the Guarantor (other than
Indebtedness Incurred in connection with or anticipation of such acquisition);
(ii) Indebtedness permitted pursuant to clause (i), (ii), (iv), (v), (vi) (to
the extent that such Refinancing Indebtedness Refinances any Indebtedness of
such Restricted Subsidiary), (vii), (viii) or (ix) of paragraph (b) of Section
4.03; and (iii) other Indebtedness in an aggregate principal amount which,
together with all other Indebtedness of all Restricted Subsidiaries other than
the Company outstanding on the date of such Incurrence (other than Indebtedness
permitted by clause (i) or (ii) of this paragraph (b)), does not exceed the
greater of (A) $50 million or (B) an amount equal to 1.5 times the aggregate
amount of Consolidated EBITDA for the then most recent four fiscal quarters
prior to the date of such Incurrence for which reports have been filed with the
SEC pursuant to Section 4.17.

         (c) For purposes of determining compliance with the foregoing covenant,
(i) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described above, the Guarantor, in its sole
discretion, will classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of



                                       42
<PAGE>   50
the above clauses and (ii) an item of Indebtedness may be divided and classified
in more than one of the types of Indebtedness described above.

         SECTION 4.08 Limitation on Affiliate Transactions. (a) The Guarantor
shall not, and shall not permit any Restricted Subsidiary to, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange
of any property, employee compensation arrangements or the rendering of any
service) with any Affiliate of the Guarantor (an "Affiliate Transaction") unless
the terms thereof (1) are no less favorable to the Guarantor or such Restricted
Subsidiary than those that could reasonably be expected to be obtained at the
time of such transaction in arm's-length dealings with a Person who is not such
an Affiliate, (2) if such Affiliate Transaction involves an amount in excess of
$10 million, is set forth in writing and has been approved by a majority of the
members of the Board of Directors of the Guarantor or the Company, as the case
may be, having no personal stake in such Affiliate Transaction or (3) if such
Affiliate Transaction involves an amount in excess of $20 million, has been
determined by a nationally recognized investment banking firm or other qualified
independent appraiser to be fair, from a financial standpoint, to the Guarantor
and its Restricted Subsidiaries.

         (b) The provisions of the foregoing paragraph (a) shall not prohibit
(i) transactions between or among the Guarantor and/or its Restricted
Subsidiaries; (ii) Restricted Payments, Permitted Investments and other
transactions and payments that are permitted by Section 4.05; (iii) loans,
transactions and arrangements or advances to officers, directors, employees and
agents in the ordinary course of business in an aggregate principal amount not
to exceed, in the case of loans or advances, $3 million outstanding at any one
time, provided that with respect to any transaction or arrangement which is
reasonably expected to involve more than $1 million, such transaction or
arrangement shall be approved by a majority of the members of the Board of
Directors of the Guarantor having no personal stake in such transaction or
arrangement; (iv) compensation, indemnification and other benefits paid or made
available (x) pursuant to employment and consultant agreements, (y) for and in
connection with services actually rendered and generally comparable to those
paid or made by entities engaged in the same or similar business (including,
reimbursement for advancement of out-of-pocket expenses and directors' and
officers' liability insurance), or (z) indemnification under the Guarantor's and
any Subsidiary's charter, by-laws or other organizational documents; (v)
transactions, expenses and payments pursuant to the Registration Rights
Agreement; (vi) transactions between and among the Guarantor and its
Subsidiaries or between or among Subsidiaries of the Guarantor, provided that
any ownership interest in any such Subsidiary which is not beneficially owned
directly or indirectly by the Guarantor or any of its Subsidiaries is not
beneficially owned by an Affiliate of the Guarantor other than by virtue of the
direct or indirect ownership interest in such Subsidiary held (in the aggregate)
by the Guarantor and/or one or more of its Subsidiaries; (vii) transactions
between or among the Guarantor and its Affiliates not involving in excess of $1
million during any fiscal year; and (viii) any acquisition by the Guarantor of
Capital Stock (other than Disqualified Stock) of the Guarantor or any Subsidiary
thereof and any capital contribution by the Guarantor to any Restricted
Subsidiary.




                                       43
<PAGE>   51





         SECTION 4.09 Limitation on Asset Sales. The Guarantor will not, and
will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless
(i) the consideration received by the Guarantor or such Restricted Subsidiary is
at least equal to the Fair Market Value of the assets sold or disposed of, and
(ii) at least 75% of the consideration received consists of cash or Temporary
Cash Investments; provided, that the amount of any liabilities of the Guarantor
or any Subsidiary that are assumed by the transferee in such Asset Sale shall be
deemed to be cash or cash equivalents, as the case may be, for purposes of this
clause (ii), provided further that this clause (ii) shall not apply to any sale
or other disposition of assets as a result of a foreclosure (or a secured party
taking ownership of such assets in lieu thereof) or any involuntary proceeding
in which the Guarantor and its Restricted Subsidiaries cannot, directly or
indirectly, determine the type of proceeds received from such sale or other
disposition. In the event and to the extent that the Net Cash Proceeds received
by the Guarantor or any of its Restricted Subsidiaries from one or more Asset
Sales occurring on or after the Issue Date in any period of 12 consecutive
months exceed $20 million, then the Guarantor shall or shall cause the relevant
Restricted Subsidiary to (i) (A) within twelve months after the date Net Cash
Proceeds so received exceed $20 million, apply an amount equal to such excess
Net Cash Proceeds to permanently repay Senior Indebtedness of the Guarantor or
Indebtedness of any Restricted Subsidiary (and to the extent that such Senior
Indebtedness or Indebtedness, as the case may be, was Incurred under a revolving
credit or similar arrangement, the permanent reduction or cancellation of the
commitment thereunder), in each case owing to a Person other than the Guarantor
or any of its Restricted Subsidiaries or (B)(x) within twelve months after the
date Net Cash Proceeds so received exceed $20 million, invest an equal amount,
or the amount not so applied pursuant to clause (A) or (y) within eighteen
months after the Net Cash Proceeds so received exceed $20 million, enter into a
definitive agreement committing to invest an equal amount, or the amount not
applied pursuant to clause (A) or (B)(x) not later than 24 months after the date
Net Cash Proceeds so received exceeded $20 million, in each case in property or
assets (other than current assets) of a nature or type or that are used in a
business (or in a company having property and assets of a nature or type, or
engaged in a business) similar or related to the nature or type of the property
and assets of, or the business of, the Guarantor and its Restricted Subsidiaries
existing on the date of such investment and (ii) apply (no later than the end of
the 12-month period referred to in clause (i) (A)or the 24-month period referred
to in clause (i)(B)(y)), as applicable, such excess Net Cash Proceeds (to the
extent not applied or committed to be applied pursuant to clause (i)) as
provided in the following paragraph of this Section 4.09. The amount of such
excess Net Cash Proceeds required to be applied (or to be committed to be
applied) during such 12-month period or 24-month period, as the case may be, of
the preceding sentence and not applied (or committed to be applied) as so
required by the end of such period shall constitute "Excess Proceeds."

         If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
Section 4.09 totals at least $20 million, the Company must commence, not later
than the fifteenth Business Day of such month, and consummate a similar offer to
purchase from the Holders and the holders of any Senior 



                                       44
<PAGE>   52
Indebtedness or any other Indebtedness ranking pari passu with the Notes which
by its terms requires the Company to make a similar offer to purchase, on a pro
rata basis, an aggregate principal amount of Notes, Senior Indebtedness or such
other Indebtedness (if any) equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of the principal amount of the Notes, Senior
Indebtedness or such other Indebtedness (if any), plus, in each case, accrued
interest (if any) to the date of purchase.

         SECTION 4.10 Limitation on Liens. The Guarantor shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien (other than Permitted Liens) of any nature whatsoever on any
of its properties (including Capital Stock of a Restricted Subsidiary), whether
owned at the Issue Date or thereafter acquired, to secure any Indebtedness of
the Guarantor or the Company, without effectively providing that the Notes or,
in the case of a Lien on the assets or property of the Guarantor, the Parent
Guarantee, as the case may be, shall be secured equally and ratably with (or
prior to) the obligations so secured for so long as such obligations are so
secured.

         SECTION 4.11 Limitation on Sale/Leaseback Transactions. The Guarantor
shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any property unless (i) the Guarantor
or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an
amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction pursuant to Section 4.03 and (B) create a Lien on such property
securing such Attributable Debt without equally and ratably securing the Notes
pursuant to Section 4.10, (ii) the net proceeds received by the Guarantor or any
Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at
least equal to the Fair Market Value of such property and (iii) the Guarantor or
the Company, as the case may be, applies the proceeds of such transaction in
compliance with Section 4.09.

         SECTION 4.12 Repurchase of Notes upon a Change of Control. The Company
must commence, within 30 days of the occurrence of a Change of Control, and
within 60 days thereof consummate, an Offer to Purchase for all Notes then
outstanding, at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest (if any) to the date of purchase.

         SECTION 4.13 Existence. Subject to the other provisions of this
Indenture including Articles Four and Five of this Indenture, the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate or other legal existence and the corporate or other
legal existence of each of the Restricted Subsidiaries in accordance with the
respective organizational documents of the Guarantor and each such Restricted
Subsidiary and, as the same may be amended from time to time, the rights
(charter and statutory) and corporate franchises of the Guarantor and each
Restricted Subsidiary; provided that the Guarantor shall not be required to
preserve any right, or franchise, or existence, if the Board of Directors of the
Guarantor or the Company determines that preservation thereof is no longer



                                       45
<PAGE>   53

desirable in the conduct of the business of the Guarantor and its Restricted
Subsidiaries taken as a whole; and provided further that any Restricted
Subsidiary may consolidate with, merge into, or sell, convey, transfer, lease or
otherwise dispose of all or part of its property and assets to the Guarantor,
the Company or any Wholly Owned Restricted Subsidiary.

         SECTION 4.14 Payment of Taxes and Other Claims. The Guarantor will pay
or discharge and shall cause each of its Subsidiaries to pay or discharge, or
cause to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon the
Guarantor or any such Subsidiary and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid would by law become a Lien upon the
property of the Guarantor or any such Subsidiary except (i) as contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been established or (ii) where the failure to effect such payment is not
adverse in any material respect to the Holders.

         SECTION 4.15 Notices of Defaults. In the event that the Guarantor or
the Company becomes aware of any Default or Event of Default, the Guarantor or
the Company, as the case may be, promptly after it becomes aware thereof, will
give written notice thereof to the Trustee.

         SECTION 4.16 Compliance Certificates. The Company and the Guarantor
shall deliver to the Trustee each year, within 120 days after the last day of
the Company's immediately preceding fiscal year, an Officers' Certificate
stating that in the course of the performance by the signers of their duties as
Officers of the Company or the Guarantor, as the case may be, they would
normally have knowledge of any Default or Event of Default and whether or not
the signers know of any Default or Event of Default that occurred during such
fiscal year. For purposes of this Section 4.16, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If they do know of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.

         SECTION 4.17 SEC Reports and Reports to Holders. Whether or not the
Guarantor is required to file reports with the SEC, for so long as any Notes are
outstanding, the Guarantor shall file with the SEC all such reports and other
information as it would be required to file with the SEC by Sections 13(a) or
15(d) under the Exchange Act, if it were subject thereto. The Guarantor shall
supply the Trustee with copies of such reports and other information and shall
supply to the Trustee for forwarding to each Holder, without cost to such
Holder, copies of such annual and quarterly reports containing financial
statements.

         SECTION 4.18 Waivers of Stay, Extension or Usury Laws. Each of the
Guarantor and the Company covenants (to the extent that it may lawfully do so)
that it will not at any time voluntarily insist upon, or 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 


                                       46
<PAGE>   54

forgive the Guarantor or the Company, as the case may be, from paying all or any
portion of the principal of, premium, if any, or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
that would excuse compliance with the covenants or excuse the performance of its
obligations under this Indenture; and (to the extent that it may lawfully do so)
each of the Guarantor and 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.


                                    ARTICLE V

                              Successor Corporation


         SECTION 5.01 When Guarantor or Company May Merge, Etc. Each of the
Guarantor and the Company, as the case may be, will not consolidate with, merge
with or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (computed on a consolidated basis)
in one transaction or a series of related transactions to, any Person or permit
any Person to merge with or into the Guarantor or the Company, as the case may
be, unless:

                  (i) the Guarantor or the Company, as the case may be, shall be
         the continuing Person, or the Person (if other than the Guarantor or
         the Company) formed by such consolidation or into which the Guarantor
         or the Company is merged or that acquired or leased such property and
         assets of the Guarantor or the Company shall be a corporation organized
         and validly existing under the laws of the United States of America or
         any jurisdiction thereof and shall expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, all of the
         obligations of the Company on all of the Notes or all of the obligation
         of the Guarantor on the Parent Guarantee, as the case may be, and under
         this Indenture;

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

                  (iii) immediately after giving effect to such transaction on a
         pro forma basis, the Guarantor or the Company, as the case may be, or
         any Person becoming the successor obligor of the Notes or the Parent
         Guarantee shall have a Consolidated Net Worth equal to or greater than
         the Consolidated Net Worth of the Guarantor or the Company, as the case
         may be, immediately prior to such transaction;



                                       47
<PAGE>   55

                  (iv) immediately after giving effect to such transaction on a
         pro forma basis the Guarantor, the Company, or any Person becoming the
         successor obligor of the Notes, as the case may be, could Incur at
         least $1.00 of Indebtedness under the first paragraph of Section
         4.03(a) without violating the terms thereof; and

                  (v) the Guarantor or the Company, as the case may be, delivers
         to the Trustee an Officer's Certificate (attaching the arithmetic
         computations to demonstrate compliance with clauses (iii) and (iv)) and
         Opinion of Counsel, in each case stating that such consolidation,
         merger or transfer and such supplemental indenture complies with this
         provision and that all conditions precedent provided for herein
         relating to such transaction have been complied with;

provided, however, that (x) clauses (iii) and (iv) above do not apply if, in the
good faith determination of the Board of Directors of the Guarantor or the
Company, whose determination shall be evidenced by a Board Resolution, the
principal purpose of such transaction is to change the state of incorporation of
the Guarantor or the Company; and provided further, however, that any such
transaction shall not have as one of its purposes the evasion of the foregoing
limitations and (y) clauses (iii) and (iv) above do not apply to any transaction
between the Guarantor or Company and any Wholly Owned Restricted Subsidiary or
between the Guarantor and the Company.

         SECTION 5.02 Successor Substituted. Upon any consolidation or merger,
or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Guarantor or the Company in
accordance with Section 5.01 of this Indenture, the successor Person formed by
such consolidation or into which the Guarantor or the Company is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor or the Company under this Indenture with the same effect as if
such successor Person had been named as the Guarantor or the Company herein and
the Guarantor or the Company, as the case may be, shall be relieved of all
obligations under the Indenture and under the Parent Guarantee or the Notes, as
the case may be..


                                   ARTICLE VI

                              Default and Remedies

         SECTION 6.01 Events of Default. An "Event of Default" shall occur with
respect to the Notes if:

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



                                       48
<PAGE>   56

         acceleration, redemption or otherwise, whether or not such payment is 
         prohibited by Article Ten;

                  (b) the Company defaults in the payment of interest on any
         Note when the same becomes due and payable, and such default continues
         for a period of 30 days, whether or not such payment is prohibited by
         Article Ten;

                  (c) the Company or the Guarantor, as the case may be, defaults
         in the performance of or breaches the provisions of Section 5.01 and
         such default or breach continues for a period of 30 consecutive days
         after written notice to the Company and the Guarantor, as the case may
         be, by the Trustee or the Holders of 25% or more in aggregate principal
         amount of the Notes;

                  (d) the Company or the Guarantor, as the case may be, defaults
         in the performance of or breaches the provisions of Section 4.03,
         Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09
         (other than a failure to purchase the Notes), Section 4.10, Section
         4.11, Section 4.12 (other than a failure to purchase the Notes) and
         Section 4.17 and such default or breach continues for a period of 30
         consecutive days after written notice to the Company and the Guarantor
         by the Trustee or the Holders of 25% or more in aggregate principal
         amount of the Notes

                  (e) the Company or the Guarantor, as the case may be, defaults
         in the performance of or breaches any other covenant or agreement of
         the Company or the Guarantor, as the case may be, in this Indenture or
         under the Notes or the Parent Guarantee (other than a default specified
         in clause (a), (b), (c) or (d) above) and such default or breach
         continues for a period of 60 consecutive days after written notice to
         the Company and the Guarantor, as the case may be, by the Trustee or
         the Holders of 25% or more in aggregate principal amount of the Notes;

                  (f) there occurs with respect to any issue or issues of
         Indebtedness of the Company or the Guarantor having an outstanding
         principal amount of $10 million or more in the aggregate for all such
         issues of all such Persons, whether such Indebtedness now exists or
         shall hereafter be created, (I) an event of default that has caused the
         holder thereof to declare such Indebtedness to be due and payable prior
         to its Stated Maturity and such Indebtedness has not been discharged in
         full or such acceleration has not been rescinded or annulled within any
         applicable grace period and/or (II) the failure to make a principal
         payment at the final (but not any interim) fixed maturity and such
         defaulted payment shall not have been made, waived or extended within
         any applicable grace period;

                  (g) any final judgment or order (not covered by insurance) for
         the payment of money in excess of $10 million in the aggregate for all
         such final judgments or orders 



                                       49
<PAGE>   57

         against all such Persons (treating self-insurance as not so covered)
         shall be rendered against the Company, the Guarantor or any Restricted
         Subsidiary and shall remain outstanding for a period of 60 days
         following such judgment and is not discharged, waived or stayed within
         10 days after notice to the Company and the Guarantor by the Trustee or
         the Holders of 25% or more in aggregate principal amount of the Notes;

                  (h) a court having jurisdiction in the premises enters a
         decree or order for (A) relief in respect of the Company, the Guarantor
         or any Significant Subsidiary in an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, (B) appointment of a receiver, liquidator, assignee,
         custodian, trustee, sequestrator or similar official of the Company,
         the Guarantor or any Significant Subsidiary or for all or substantially
         all of the property and assets of the Company, the Guarantor or any
         Significant Subsidiary or (C) the winding up or liquidation of the
         affairs of the Company, the Guarantor or any Significant Subsidiary
         and, in each case, such decree or order shall remain unstayed and in
         effect for a period of 60 consecutive days;

                  (i) the Company, the Guarantor or any Significant Subsidiary
         (A) commences a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or consents
         to the entry of an order for relief in an involuntary case under any
         such law, (B) consents to the appointment of or taking possession by a
         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Company, the Guarantor or any Significant
         Subsidiary or for all or substantially all of the property and assets
         of the Company, the Guarantor or any Significant Subsidiary or (C)
         effects any general assignment for the benefit of creditors; or

                  (j) the Parent Guarantee ceases to be in full force and effect
         (other than in accordance with the terms of the Parent Guarantee) or
         the Guarantor denies or disaffirms its obligations under the Parent
         Guarantee if such default continues for a period of 10 days after
         notice thereof to the Company and the Guarantor by the Trustee or the
         Holders of 25% or more in aggregate principal amount of the Notes.

         SECTION 6.02 Acceleration. If an Event of Default (other than an Event
of Default specified in clause (h) or (i) of Section 6.01 that occurs with
respect to the Company) occurs and is continuing under this Indenture, the
Trustee by written notice to the Company and the Guarantor, or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding by written
notice to the Company, the Guarantor and the Trustee (the "Acceleration
Notice"), may, declare the principal of, premium, if any, and accrued interest
on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (f) of Section 6.01 has occurred
and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default
pursuant to clause (f) shall be remedied or 



                                       50
<PAGE>   58

cured by the Company or the Guarantor or waived by the holders of the relevant
Indebtedness within 30 days after the declaration of acceleration with respect
thereto. If an Event of Default specified in clause (h) or (i) of Section 6.01
occurs with respect to the Company, the principal of, premium, if any, and
accrued interest on the Notes then outstanding shall ipso facto became and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in principal amount of the
outstanding Notes by written notice to the Trustee may rescind any such
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.

         SECTION 6.04 Waiver of Past Defaults. Subject to Section 6.02, the
Holders of at least a majority in principal amount of the outstanding Notes, by
notice to the Trustee, may waive an existing Default or Event of Default and its
consequences, except a Default in (i) the payment of principal of, premium, if
any, or interest on any Note as specified in clause (a) or (b) of Section 6.01
or (ii) in respect of a covenant or provision of this Indenture, which under
Section 9.02 cannot be modified or amended without the consent of the Holder of
each outstanding Note affected. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right
consequent thereto.

         SECTION 6.05 Control by Majority. The Holders of at least a majority in
aggregate principal amount of the outstanding Notes 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 the Trustee; provided that the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders not joining in the giving of such direction, it being understood that
(subject to Section 7.01) the Trustee shall have no duty or obligation to
ascertain whether or not such actions or forebearances are unduly prejudicial to
such holders; and provided further that the Trustee may take any other action it
deems proper that is not inconsistent with any such direction received from
Holders of Notes pursuant to this Section 6.05.



                                       51
<PAGE>   59

         SECTION 6.06 Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy,
unless:

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

                  (ii) the Holders of at least 25% in aggregate principal amount
         of outstanding Notes shall have made written request to the Trustee to
         pursue the remedy;

                  (iii) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee against any costs,
         liabilities or expenses to be incurred in compliance with such request;

                  (iv) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to comply with such request;
         and

                  (v) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the outstanding Notes have not given the
         Trustee a direction that is inconsistent with such written request.

         For purposes of Section 6.05 of this Indenture and this Section 6.06,
the Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate principal amount of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture or
the Notes or otherwise under the law.

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

         SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium, if any, or interest on such Holder's Note
on or after the respective due dates expressed on such Note, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

         SECTION 6.08 Collection Suit by Trustee. If an Event of Default in
payment of principal, premium, if any, or interest specified in clause (a) or
(b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company or any
other obligor of the Notes for the whole amount of principal, premium, if any,
and accrued interest remaining unpaid, together with interest on overdue


                                       52
<PAGE>   60

principal, premium, if any, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
specified in the Notes, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay 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 7.06. Nothing herein contained shall be
deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

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

                  First: to the Trustee for amounts due under Section 7.06;

                  Second: to the holders of Senior Indebtedness, as and to the 
         extent required by Article Ten;

                  Third: to Holders for amounts then due and unpaid for
         principal of, premium, if any, and interest on the Notes in respect of
         which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Notes for principal, premium, if any,
         and interest, respectively; and

                  Fourth:  to the Company or any other obligors of the Notes, 
         as their interests may appear.



                                       53
<PAGE>   61

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

         SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 of this Indenture, or a suit by Holders of more than
25% in principal amount of the outstanding Notes.

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

         SECTION 6.13 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.08, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 6.14 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder 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 Six 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.



                                       54
<PAGE>   62

                                   ARTICLE VII

                                     Trustee

         SECTION 7.01   Rights of Trustee.  (a)  Except during the continuance 
of an Event of Default,

                  (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and certificates
         or opinions furnished to it and conforming to the requirements of this
         Indenture.

         (b) In case 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 man would exercise or use under the circumstances in the conduct of his
own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, in its own negligent
failure to act, or its own willful misconduct, except that:

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

                  (ii) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith and which does
         not constitute negligence and which it believes to be authorized or
         within its rights or powers conferred upon it by this Indenture.

         (d) Subject to TIA Sections 315(a) through (d):

                  (i) the Trustee may rely upon any document believed by it to
         be genuine and to have been signed or presented by the proper person.
         The Trustee need not investigate any fact or matter stated in the
         document;

                  (ii) before the Trustee acts or refrain from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, which shall
         conform to Section 12.04. The Trustee 


                                       55
<PAGE>   63

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

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

                  (iv) the Trustee shall not be liable for any action it takes
         or omits to take in good faith that it believes to be authorized or
         within its rights or powers; provided that the Trustee's conduct does
         not constitute negligence or bad faith;

                  (v) no provision of the 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;

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

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

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

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



                                       56
<PAGE>   64

                  (x) the Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder; and

                  (xi) the Trustee shall not be deemed to have notice of the
         occurrence of a Change of Control or of events which would require an
         Offer to Purchase until such time as the Trustee receives notice
         thereof from the Company as required in Sections 4.09 and 4.12,
         respectively.

         SECTION 7.02 Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

         SECTION 7.03 Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

         SECTION 7.04 Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in TIA Section 313(c) notice of the Default or Event of Default within
90 days after it occurs, unless such Default or Event of Default has been cured;
provided, however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

         SECTION 7.05 Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 1998, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a).

         SECTION 7.06 Compensation and Indemnity. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services.
The compensation of the Trustee 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 expenses and advances incurred or made
by it. Such expenses shall include the reasonable compensation and expenses of
the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense incurred by it without negligence or
willful misconduct, on its part in 


                                       57
<PAGE>   65

connection with the acceptance or administration of this Indenture and its
duties under this Indenture and the Notes, including the reasonable costs and
expenses of defending itself against or investigating any claim or liability and
of complying with any process served upon it or any of its officers in
connection with the exercise or performance of any of its powers or duties under
this Indenture and the Notes. The Trustee shall notify the Company promptly of
any claim asserted against the Trustee for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay reasonable fees
and expenses of such counsel. The Company need not pay for any settlements made
without its consent; provided that such consent shall not be unreasonably
withheld. The Company need not reimburse any expense or indemnify or hold
harmless against any loss or liability incurred by the Trustee through
negligence or willful misconduct.

         The Trustee shall have a claim prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, for any
amount owing it pursuant to this Section 7.06, except money or property held in
trust to pay principal of, premium, if any, and interest on particular Notes.

         If the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in clause (h) or (i) of Section 6.01, the
expenses and the compensation for the services will be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.

         The provisions of this Section 7.06 shall survive the termination of
this Indenture.

         SECTION 7.07 Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.07.

         The Trustee may resign by so notifying the Company in writing at least
30 days prior to the date of the proposed resignation. The Holders of a majority
in principal amount of the outstanding Notes may remove the Trustee by so
notifying the Trustee in writing and may appoint a successor Trustee with the
consent of the Company. The Company may remove the Trustee if:

                  (i)      the Trustee fails to comply with Section 7.09;

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

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



                                       58
<PAGE>   66

                  (iv) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance pursuant to this
Section 7.07 within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in principal
amount of the outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.06, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) 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 Holder.

         If the Trustee fails to comply with Section 7.09, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

         The Company shall give written notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders and the Representatives. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.07, the Company's obligation under Section 7.06 shall continue for the benefit
of the retiring Trustee.

         SECTION 7.08 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 with
the same effect as if the successor Trustee had been named as the Trustee
herein.

         SECTION 7.09 Eligibility. Any Trustee serving hereunder shall (a)
satisfy the requirements of TIA Section 310(a)(1) and (b) have a reported
capital and surplus aggregating at least $50,000,000.



                                       59
<PAGE>   67

         SECTION 7.10 Money Held in Trust. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law and
except for money held in trust under Article Eight of this Indenture.


                                  ARTICLE VIII

                             Discharge of Indenture

         SECTION 8.01 Termination of Company's Obligations. Except as otherwise
provided in this Section 8.01, the Company may terminate its obligations under
the Notes and this Indenture if:

                  (i) all Notes previously authenticated and delivered (other
         than destroyed, lost or stolen Notes that have been replaced or Notes
         that are paid pursuant to Section 4.01 or Notes for whose payment money
         or securities have theretofore been held in trust and thereafter repaid
         to the Company, as provided in Section 8.05) have been delivered to the
         Trustee for cancellation and the Company has paid all sums payable by
         it hereunder; or

                  (ii) (A) the Notes have become due and payable, mature within
         one year or all of them are to be called for redemption within one year
         under arrangements satisfactory to the Trustee for giving the notice of
         redemption, (B) the Company irrevocably deposits in trust with the
         Trustee during such one-year period, under the terms of an irrevocable
         trust agreement in form and substance satisfactory to the Trustee, as
         trust funds solely for the benefit of the Holders for that purpose,
         money or U.S. Government Obligations sufficient (in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee), without
         consideration of any reinvestment of any interest thereon, to pay
         principal, premium, if, any, and interest on the Notes to maturity or
         redemption, as the case may be all other sums payable by it hereunder,
         (C) no Default or Event of Default with respect to the Notes shall have
         occurred and be continuing on the date of such deposit, (D) such
         deposit will not result in a breach or violation of, or constitute a
         default under, this Indenture or any other agreement or instrument to
         which the Company is a party or by which it is bound and (E) the
         Company has delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, in each case stating that all conditions precedent
         provided for herein relating to the satisfaction and discharge of this
         Indenture have been complied with.

         With respect to the foregoing clause (i), the Company's obligations
under Section 7.06 shall survive. With respect to the foregoing clause (ii), the
Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.13, 4.01, 4.02, 7.06, 7.07, 8.04, 8.05, 8.06 and Article Ten (with respect to
payments in respect of the Notes other than with the assets held in trust with
the Trustee as described in the foregoing clause (ii)) shall survive until the
Notes are no longer 


                                       60
<PAGE>   68

outstanding. Thereafter, only the Company's obligations in Sections 7.06, 8.04,
8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee
upon request shall acknowledge in writing the discharge of the Company's
obligations under the Notes and this Indenture except for those surviving
obligations specified above.

         SECTION 8.02 Defeasance and Discharge of Indenture. The Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the date of the deposit referred to
in clause (i) of this Section 8.02, and the provisions of this Indenture will no
longer be in effect with respect to the Notes, and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same, except
as to (A) rights of registration of transfer and exchange, (B) substitution of
apparently mutilated, defaced, destroyed, lost or stolen Notes, (C) rights of
Holders to receive payments of principal thereof and interest thereon, (D) the
Company's obligations under Section 4.02, (E) the rights, obligations and
immunities of the Trustee hereunder and (F) the rights of the Holders as
beneficiaries of this Indenture with respect to the property so deposited with
the Trustee payable to all or any of them; provided that the following
conditions shall have been satisfied:

                  (i) with reference to this Section 8.02, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.09) and conveyed all right, title and interest for the benefit of the
         Holders, under the terms of an irrevocable trust agreement in form and
         substance satisfactory to the Trustee as trust funds in trust,
         specifically pledged to the Trustee for the benefit of the Holders as
         security for payment of the principal of, premium, if any, and
         interest, if any, on the Notes, and dedicated solely to, the benefit of
         the Holders, in and to (1) money in an amount, (2) U.S. Government
         Obligations that, through the payment of interest, premium, if any, and
         principal in respect thereof in accordance with their terms, will
         provide, not later than one day before the due date of any payment
         referred to in this clause (i), money in an amount or (3) a combination
         thereof in an amount sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay and
         discharge, without consideration of the reinvestment of such interest
         and after payment of all federal, state and local taxes or other
         charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and accrued interest on the outstanding
         Notes at the Stated Maturity of such principal or interest; provided
         that the Trustee shall have been irrevocably instructed to apply such
         money or the proceeds of such U.S. Government Obligations to the
         payment of such principal, premium, if any, and interest with respect
         to the Notes;

                  (ii) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound and
         is permitted by Article Ten;



                                       61
<PAGE>   69

                  (iii) immediately after giving effect to such deposit on a pro
         forma basis, no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or during the period ending on
         the 123rd day after such date of deposit, and such deposit shall not
         result in a breach or violation of, or constitute a default under, any
         other 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;

                  (iv) the Company shall have delivered to the Trustee (1)
         either (x) a ruling directed to the Trustee received from the Internal
         Revenue Service to the effect that the Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Company's exercise of its option under this Section 8.02 and will be
         subject to federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such option had
         not been exercised or (y) an Opinion of Counsel to the same effect as
         the ruling described in clause (x) above based upon and accompanied by
         a ruling to that effect published by the Internal Revenue Service,
         unless there has been a change in the applicable federal income tax law
         since the date of this Indenture such that a ruling from the Internal
         Revenue Service is no longer required and (2) an Opinion of Counsel to
         the effect that the creation of the defeasance trust does not violate
         the Investment Company Act of 1940; and

                  (v) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.02 have been complied with.

         Notwithstanding the foregoing, prior to the end of the 123-day period
referred to in the first paragraph of this Section 8.02, none of the Company's
obligations under this Indenture shall be discharged. Subsequent to the end of
such 123-day period with respect to this Section 8.02, the Company's obligations
in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.13, 4.01, 4.02, 7.06,
7.07, 8.04, 8.05, 8.06 and Article Ten (with respect to payments in respect of
the Notes other than with the assets held in trust as described in this Section
8.02) shall survive until the Notes are no longer outstanding. Thereafter, only
the Company's obligations in Sections 7.06, 8.05 and 8.06 shall survive. If and
when a ruling from the Internal Revenue Service or an Opinion of Counsel
referred to in clause (iv)(1) of this Section 8.02 is able to be provided
specifically without regard to, and not in reliance upon, the continuance of the
Company's obligations under Section 4.01, then the Company's obligations under
such Section 4.01 shall cease upon delivery to the Trustee of such ruling or
Opinion of Counsel and compliance with the other conditions precedent provided
for herein relating to the defeasance contemplated by this Section 8.02.

         After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.



                                       62
<PAGE>   70

         SECTION 8.03 Defeasance of Certain Obligations. The Company may omit to
comply with any term, provision or condition set forth in clauses (iii) and (iv)
of Section 5.01 and Sections 4.03 through 4.17, and clause (c) of Section 6.01
with respect to clauses (iii) and (iv) of Section 5.01, clauses (d) and (e) of
Section 6.01 with respect to Sections 4.03 through 4.17, clauses (f) and (g) of
Section 6.01, and clauses (h) and (i) of Section 6.01 with respect to
Significant Subsidiaries shall be deemed not to be Events of Default, and
Article Ten and Article Eleven shall not apply to the money and/or U.S.
Government Obligations held by the trust referred to in clause (i) below, in
each case with respect to the outstanding Notes if:

                  (i) with reference to this Section 8.03, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.09) and conveyed all right, title and interest to the Trustee for the
         benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust, specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, premium, if
         any, and interest, if any, on the Notes, and dedicated solely to, the
         benefit of the Holders, in and to (A) money in an amount, (B) U.S.
         Government Obligations that, through the payment of interest and
         principal in respect thereof in accordance with their terms, will
         provide, not later than one day before the due date of any payment
         referred to in this clause (i), money in an amount or (C) a combination
         thereof in an amount sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay and
         discharge, without consideration of the reinvestment of such interest
         and after payment of all federal, state and local taxes or other
         charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and interest on the outstanding Notes on
         the Stated Maturity of such principal or interest; provided that the
         Trustee shall have been irrevocably instructed to apply such money or
         the proceeds of such U.S. Government Obligations to the payment of such
         principal, premium, if any, and interest with respect to the Notes;

                  (ii) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound and
         is permitted by Article Ten;

                  (iii) immediately after giving effect to such deposit on a pro
         forma basis, no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or during the period ending on
         the 123rd day after such date of deposit, and such deposit shall not
         result in a breach or violation of, or constitute a default under, any
         other 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;



                                       63
<PAGE>   71

                  (iv) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that (A) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940 and (B) the Holders
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such deposit and defeasance of certain obligations and
         will be subject to federal income tax on the same amount and in the
         same manner and at the same times as would have been the case if such
         deposit and defeasance had not occurred; and

                  (v) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.03 have been complied with.

         SECTION 8.04 Application of Trust Money. Subject to Sections 8.05 and
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.

         SECTION 8.05 Repayment to Company. Subject to Sections 7.06, 8.01, 8.02
and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officers' Certificate any excess money 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, premium, if any, or
interest that remains unclaimed for two years. 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, and all liability
of all Trustee and such Paying Agent with respect to such money shall cease.

         SECTION 8.06 Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or
8.03, as the case may be; provided that, if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.



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<PAGE>   72

         SECTION 8.07 Parent Guarantee. If the Company exercises its options
under this Article VIII, the Guarantor will be released from all of its
obligations with respect to the Parent Guarantee unless, and only to the extent,
the Company's obligations under this Indenture are reinstated pursuant to
Section 8.06.


                                   ARTICLE IX

                       Amendments, Supplements and Waivers

         SECTION 9.01 Without Consent of Holders. The Company, the Guarantor,
and the Trustee may amend or supplement this Indenture, the Notes and the Parent
Guarantee without notice to or the consent of any Holder:

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

                  (2)      to comply with Article Five;

                  (3)      to provide for uncertificated Notes in addition to 
         or in place of certificated Notes (provided that the uncertificated 
         Notes are issued in registered form for purposes of Section 163 (f) of
         the Code, or in a manner such that the uncertificated Notes are 
         described in Section 163(f)(2)(B) of the Code);

                  (4)      to add guarantees with respect to the Notes;

                  (5)      to secure the Notes;

                  (6)      to add to the covenants of the Guarantor or the 
         Company for the benefit of the Holders of the Notes or to surrender 
         any right or power conferred upon the Guarantor or the Company;

                  (7)      to comply with any requirements of the SEC in 
         connection with the qualification of this Indenture under the TIA;

                  (8)      to evidence and provide for the acceptance of 
         appointment hereunder by a successor Trustee;

                  (9)      to make any change that does not adversely affect the
         rights of any Holder.

         SECTION 9.02 With Consent of Holders. Subject to Sections 2.09, 6.04
and 6.07, without prior notice to the Holders, the Company and the Guarantor,
and the Trustee may amend this Indenture, the Notes and the Parent Guarantee
with the written consent of the Holders of not 



                                       65
<PAGE>   73

less than a majority in principal amount of the Notes then outstanding, and the
Holders of not less than a majority in principal amount of the Notes then
outstanding by written notice to the Trustee may waive future compliance by the
Guarantor or the Company with any provision of this Indenture or the Notes.

         Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver may not:

                  (i) change the Stated Maturity of the principal of, or any
         installment of interest on, any Note, or reduce the principal amount
         thereof or the rate of interest thereon or any premium payable upon the
         redemption thereof, or adversely affect any right of repayment at the
         option of any Holder of any Note, or change any place of payment where,
         or change the currency in which, any Note or any premium or the
         interest thereon is payable;

                  (ii) reduce the percentage in principal amount of outstanding
         Notes the consent of whose Holders is required for any such
         supplemental indenture, for any waiver of compliance with certain
         provisions of this Indenture or certain Defaults and their consequences
         provided for in this Indenture;

                  (iii) waive a Default in the payment of principal of, premium,
         if any, or interest on, any Note;

                  (iv) modify any of the provisions of this Section 9.02, except
         to increase any such percentage or to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each outstanding Note affected thereby; or

                  (v) modify any of the provisions of Article Ten (or the
         definition of Senior Indebtedness) in a manner adverse to the Holders.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders upon request. 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 or waiver.



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<PAGE>   74

         SECTION 9.03 Renovation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note if the
Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver shall
become effective on receipt by the Trustee of written consents from the Holders
of the requisite percentage in principal amount of the outstanding Notes.

         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 or any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then, notwithstanding the
immediately preceding paragraph, those persons who were Holders at such record
date (or their duly designated proxies) and only those persons shall be entitled
to consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder.

         SECTION 9.04 Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue, and the Trustee shall authenticate, a new
Note that reflects the changed terms. Failure to make the appropriate notation
or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.

         SECTION 9.05 Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment, supplement or waiver if the same does not affect the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 9.06 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.




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<PAGE>   75

                                    ARTICLE X

                             Subordination of Notes

         SECTION 10.01 Notes Subordinated to Senior Indebtedness. The Company
and the Trustee each covenants and agrees, and each Holder, by its acceptance of
a Note, likewise covenants and agrees that all Notes shall be issued subject to
the provisions of this Article Ten; and each Person holding any Note, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees that the Notes shall, to the extent and in the manner set forth in
this Article Ten, be unsecured, general obligations of the Company, subordinated
in right of payment to all existing and future Senior Indebtedness of the
Company, pari passu in right of payment with any future senior subordinated
indebtedness of the Company and senior in right of payment to any existing or
future subordinated indebtedness of the Company.

         SECTION 10.02 No Payment on Notes in Certain Circumstances. (a) The
Company may not make any payment of any kind or character from any source on the
Notes or make any deposit pursuant to Article VIII or repurchase, redeem or
otherwise retire any Notes whether pursuant to the terms of the Notes or upon
acceleration or otherwise if (i) any Obligations with respect to any Designated
Senior Indebtedness of the Company are not paid when due, unless such nonpayment
has been cured or waived or ceases to exist or such Designated Senior
Indebtedness has been paid in full or (ii) any other default on Designated
Senior Indebtedness of the Company occurs and the maturity of such Designated
Senior Indebtedness is accelerated in accordance with its terms unless, the
default has been cured or waived, ceases to exist or any such acceleration has
been rescinded or such Designated Senior Indebtedness has been paid in full.
However, the Company may pay the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative or Representatives of all Designated Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) of the
immediately preceding sentence has occurred and is continuing.

         (b) During the continuance of any default (other than a default
described in clause (i) or (ii) of paragraph (a) of this Section 10.02) with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company shall not pay any principal of, premium if any, or interest
on the Notes (including any repurchase of any of the Notes or on account of the
redemption provisions of the Notes) for a period (a "Payment Blockage Period")
commencing upon receipt by the Trustee (with a copy to the Company) of written
notice (a "Blockage Notice") of such default from a Representative for the
holders of such Designated Senior Indebtedness specifying an election to effect
a Payment Blockage Period and ending 179 days thereafter (unless, in each case,
such Payment Blockage Period shall be terminated by (i) written notice to the
Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (ii) because the default 



                                       68
<PAGE>   76

giving rise to such Blockage Notice is not longer continuing or (iii) because
such Designated Senior Indebtedness has been repaid in full). Notwithstanding
the provisions described in the immediately preceding sentence (but subject to
the provisions described in Section 10.03(a)) unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company
must resume payments when due on the Notes after the end of such Payment
Blockage Period. Notwithstanding anything in this Indenture to the contrary, the
Notes shall not be subject to more than one Payment Blockage Period in any
consecutive 360 day period pursuant to this Section 10.02(b). For all purposes
of this Section 10.02(b), no event of default that existed or was continuing (it
being acknowledged that any subsequent event or condition that would give rise
to an event of default pursuant to any provision under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose) 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 shall be made, the basis for the commencement of a
second Payment Blockage Period by the representative for, or the holders of,
such Designated Senior Indebtedness, 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.

         Notwithstanding the foregoing, so long as any Obligations remain
outstanding under the Credit Agreement dated as of March 12, 1997 described in
the definition of "Bank Credit Agreement," as in effect on the date hereof (and
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith) as the same may be amended, restated, modified
or supplemented from time to time (but not after (x) the date (even if such
Obligations remain outstanding) any agreement relating to any refunding,
replacement or refinancing of less than the entirety of the borrowings and
commitments then outstanding or permitted to be outstanding under such Credit
Agreement is effected or (y) the date such Credit Agreement is terminated and
all such Obligations due and payable at the time of such termination shall have
been paid in full ), then only a Representative of the holders of Senior
Indebtedness under such Credit Agreement shall be entitled to give a Blockage
Notice unless the Company and such Representative or holders agree otherwise in
a writing delivered to the Trustee.

         (c) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any holder when such payment is prohibited by
Section 10.02(a) or 10.02(b) of this Indenture, the Trustee shall promptly
notify the holders of Designated Senior Indebtedness of such prohibited payment
and such payment shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Designated Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Designated Senior Indebtedness may have been
issued, as their respective interests may appear.



                                       69
<PAGE>   77

         SECTION 10.03 Payment over Proceeds upon Dissolution, Etc. (a) Upon any
payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities, in connection with any
dissolution or winding up or total or partial liquidation or reorganization of
the Company whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings or upon any general assignment for the benefit
of creditors or any other marshaling of assets for the benefit of creditors
generally, all amounts due or to become due upon all Senior Indebtedness
(including, without limitation, any interest accruing subsequent to an event of
bankruptcy whether or not such interest is an allowed claim enforceable against
the debtor under the United States Bankruptcy Code and all contingent claims or
obligations in connection with such Senior Indebtedness) shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee on their
behalf shall be entitled to receive any payment by the Company on account of any
principal of, premium if any, or interest on the Notes (including any repurchase
of any of the Notes or on account of the redemption provisions of the Notes) or
any payment to acquire any of the Notes for cash, property or securities, or any
distribution with respect to the Notes of any cash, property or securities.
Before any payment may be made by, or on behalf of, the Company on any principal
of, premium if any, or interest on the Notes (including any repurchase of any of
the Notes or on account of the redemption provisions of the Notes) in connection
with any such dissolution, winding up, liquidation or reorganization, 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 their behalf would be entitled, but for the provisions of this
Article Ten, shall be made by the Company or by a receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution or by the Holders or the Trustee if received by them or
it, directly to the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their representatives or to any trustee or trustees under any other indenture
pursuant to which any such Senior Indebtedness may have been issued, as their
respective interests appear, to the extent necessary to pay all Obligations with
respect to such Senior Indebtedness in full, in cash or cash equivalents, after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.

         (b) To the extent any payment of all or any portion of Senior
Indebtedness of the Company (whether by or on behalf of the Company as proceeds
of security or enforcement of any right of setoff or otherwise) is declared to
be fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person under 
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then if such payment is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred. To the
extent the obligation to repay all or any portion of any Senior Indebtedness is
declared to be fraudulent, 


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<PAGE>   78

invalid, or otherwise set aside under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then the obligation so declared
fraudulent, invalid or otherwise set aside (and all other amounts that would
come due with respect thereto had such obligation not been affected) shall be
deemed to be reinstated and outstanding as Senior Indebtedness for all purposes
hereof as if such declaration, invalidity or setting aside had not occurred.

         (c) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, 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 any Holder at a time when
such payment or distribution is prohibited by Section 10.03(a) of this Indenture
and before all Obligations in respect of Senior Indebtedness are paid in full,
in cash or cash equivalents, such payment or distribution shall be received and
held in trust for the benefit of, and shall be paid over or delivered to the
holders of Senior Indebtedness (pro rata to such holders on the basis of such
respective amount of Senior Indebtedness held by such holders) or their
representatives, or to the trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have issued, as their respective
interests appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full, in
cash or Cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior
Indebtedness.

         (d) The consolidation of the Company with, or the merger of the Company
with or into, another corporation or the liquidation or dissolution of the
Company following the sale, conveyance, transfer, lease or other disposition of
all or substantially all of its property and assets to another corporation upon
the terms and conditions provided in Article Five of this Indenture shall not be
deemed a dissolution, winding up, liquidation or reorganization for the purposes
of this Section 10.03 if such other corporation shall, as a part of such
consolidation, merger, sale, conveyance, transfer, lease or other disposition,
comply (to the extent required) with the conditions stated in Article Five of
this Indenture.

         SECTION 10.04 Subrogation. (a) Upon the payment in full of all Senior
Indebtedness in cash or cash equivalents, the Holders shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of, premium, if any, and interest on the Notes
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders or the Trustee on their behalf would be entitled
except for the provisions of this Article Ten, and no payment pursuant to the
provisions of this Article Ten to the holders of Senior Indebtedness by Holders
or the Trustee on their behalf shall, as between the Company, its creditors
other than holders of Senior Indebtedness, and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness. It is
understood that the provisions of this Article Ten are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.



                                       71
<PAGE>   79

         (b) If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Ten shall have been
applied, pursuant to the provisions of this Article Ten, to the payment of all
amounts payable under Senior Indebtedness, then, and in such case, 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 required to make payment in full, in cash or cash
equivalents, of such Senior Indebtedness of such holders.

         SECTION 10.05 Obligations of Company Unconditional. (a) Nothing
contained in this Article Ten is intended to or shall impair, as among the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of, premium, if any, and
interest on the Notes 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 Holders or
the Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Ten of the holders of the Senior Indebtedness.

         (b) Without limiting the generality of the foregoing, nothing contained
in this Article Ten will restrict the right of the Trustee or the Holders to
take any action to declare the Notes to be due and payable prior to their Stated
Maturity pursuant to Section 6.02 of this Indenture or to pursue any rights or
remedies hereunder; provided, however, that all Senior Indebtedness then due and
payable or thereafter declared to be due and payable shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee are
entitled to receive any direct or indirect payment from the Company on the
Notes.

         SECTION 10.06 Notice to Trustee. (a) The Company shall give prompt
written notice to the Trustee of any fact known to the Company that would
prohibit the making of any payment to or by the Trustee in respect of the Notes
pursuant to the provisions of this Article Ten. The Trustee shall not be charged
with the knowledge of the existence of any default or event of default with
respect to any Senior Indebtedness or of any other facts that would prohibit the
making of any payment to or by the Trust unless and until the Trust shall have
received notice in writing at its Corporate Trust Office to that effect signed
by an Officer of the Company, or by a holder of Senior Indebtedness or trustee
or agent thereof; and prior to the receipt of any such written notice, the
Trustee shall, subject to Article Seven, be entitled to assume that no such
facts exist; provided that, if the Trustee shall not have received the notice
provided for in this Section 10.06 at least two Business Days prior to the date
upon which, by the terms of this Indenture, any monies shall become payable for
any purpose (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Note), then, notwithstanding anything herein
to the contrary, the Trustee shall have full power and authority to receive any
monies from the Company and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date except 


                                       72
<PAGE>   80

for an acceleration of the Notes prior to such application. Nothing contained in
this Section 10.06 shall limit the right of the holders of Senior Indebtedness
to recover payments as contemplated by this Article Ten. The foregoing shall not
apply if the Paying Agent is the Company. The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself or
itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or
other representative of, such holder) to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee or representative on
behalf of any such holder.

         (b) In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Ten, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Ten and, if such evidence is not furnished to the
Trustee, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

         SECTION 10.07 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets or securities referred to in
this Article Ten, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution, winding up, liquidation or reorganization proceedings are pending,
or upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person making such payment or distribution,
delivered to the Trustee or to the Holders for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Ten.

         SECTION 10.08 Trustee's Relation to Senior Indebtedness. (a) The
Trustee and any Paying Agent shall be entitled to all the rights set forth in
this Article Ten with respect to any Senior Indebtedness that may at any time be
held by it in its individual or any other capacity to the same extent as any
other holder of Senior Indebtedness and nothing in this Indenture shall deprive
the Trustee or any Paying Agent of any of its rights as such holder.

         (b) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Sections 10.02(c) and 10.03(c) of this Indenture) and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the 


                                       73
<PAGE>   81

Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article Ten or
otherwise.

         SECTION 10.09 Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as provided in this
Article Ten will 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 that any such
holder may have or otherwise be charged with. The provisions of this Article Ten
are intended to be for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness.

         SECTION 10.10 Holders Authorize Trustee to Effectuate Subordination of
Notes. Each Holder by his acceptance of any Notes authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article Ten, and
appoints the Trustee his attorney-in-fact for such purposes, including, in the
event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the property and assets of the
Company, the filing of a claim for the unpaid balance of its Notes in the form
required in those proceedings. If the Trustee does not file a proper claim or
proof of indebtedness in the form required in such proceeding at least 30 days
before the expiration of the time to file such claim or claims, each holder of
Senior Indebtedness is hereby authorized to file an appropriate claim for and on
behalf of the Holders.

         SECTION 10.11 Not to Prevent Events of Default. The failure to make a
payment on account of principal of, premium, if any, or interest on the Notes by
reason of any provision of this Article Ten will not be construed as preventing
the occurrence of an Event of Default.

         SECTION 10.12 Trustee's Compensation Not Prejudiced. Nothing in this
Article Ten will apply to amounts due to the Trustee pursuant to other sections
of this Indenture, including Section 7.06.

         SECTION 10.13 No Waiver of Subordination Provisions. Without in any way
limiting the generality of Section 10.09, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this Article Ten or
the obligations hereunder of the Holders to the holders of Senior Indebtedness,
do any one or more of the following: (a) 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 or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, 


                                       74
<PAGE>   82

mortgaged or otherwise securing Senior Indebtedness; (c) release any Person
liable in any manner for the collection of Senior Indebtedness; and (d) exercise
or refrain from exercising any rights against the Company and any other Person.

         SECTION 10.14 Payments May Be Paid Prior to Dissolution. Nothing
contained in this Article Ten or elsewhere in this Indenture shall prevent (i)
the Company except under the conditions described in Section 10.02 or 10.03,
from making payments of principal of, premium, if any, and interest on the
Notes, or from depositing with the Trustee any money for such payments, or (ii)
the application by the Trustee of any money deposited with it for the purpose of
making such payments of principal of, premium, if any, and interest on the Notes
to the holders entitled thereto unless, at least two Business Days prior to the
date upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 10.02(b) of this Indenture
(or there shall have been an acceleration of the Notes prior to such
application) or in Section 10.06 of this Indenture. The Company shall give
prompt written notice to the Trustee of any dissolution, winding up, liquidation
or reorganization of the Company.

         SECTION 10.15 Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Eight by the Trustee for the
payment of principal of, premium, if any, and interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness (provided that at
the time deposited, such deposit did not violate any then outstanding Senior
Indebtedness), and none of the Holders shall be obligated to pay over any such
amount to any holder of Senior Indebtedness.

         SECTION 10.16 Acceleration of Payment of Notes. If payment of the Notes
is accelerated because of an Event of Default, the Company or the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration. Under no circumstances shall the Company
pay the Notes until five Business Days after the Representatives of all
Designated Senior Indebtedness receive notice of such acceleration, and
thereafter, the Company shall pay the Notes only if the payments are otherwise
permitted pursuant to this Article 10 at such time.

         SECTION 10.17 Consent of Designated Senior Indebtedness. The provisions
of this Article 10 (including the definitions contained in this Article 10 and
reference to this Article 10 contained in this Indenture) shall not be amended
in a manner that would adversely affect the rights of the holders of Senior
Indebtedness, and no such amendment shall become effective unless (x) the
holders of Senior Indebtedness under the Credit Agreement described in clause
(A) of the definition of Bank Credit Agreement shall have consented (in
accordance with the provisions of the applicable agreement or agreements
governing such Senior Indebtedness) to such amendment or (y) such agreement is
no longer in effect and no Obligations remain outstanding thereunder.




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<PAGE>   83

                                   ARTICLE XI


                                Parent Guarantee

         SECTION 11.01 Parent Guarantee. Subject to the provisions of this
Article XI, the Guarantor hereby fully and unconditionally guarantees, on a
senior subordinated basis, to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity or enforceability of this Indenture, the Notes or the
obligations of the Company under this Indenture or the Notes, that: (i) the
principal of, premium (if any) and interest on the Notes will be paid in full
when due, whether at Stated Maturity or Interest Payment Date, by acceleration
or call for redemption, (ii) all other obligations of the Company to the Holders
or the Trustee under this Indenture or the Notes will be promptly paid in full
or performed, all in accordance with the terms of this Indenture and the Notes;
and (iii) in case of any extension of time in payment or renewal of any Notes or
any of such other obligations, they will be paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at maturity,
by acceleration or otherwise. Failing payment when due of any amount so
guaranteed for whatever reason, the Guarantor will be obligated to pay the same
before failure to pay becomes an Event of Default. The Guarantor agrees that
this is a guarantee of payment not a guarantee of collection.

         The Guarantor hereby agrees that its obligations with regard to this
Parent Guarantee shall be unconditional, irrespective of the validity or
enforceability of the Notes or the obligations of the Company under this
Indenture, the absence of any action to enforce the same, the recovery of any
judgment against the Company or any other obligor with respect to this
Indenture, the Notes or the obligations of the Company under this Indenture or
the Notes, any action to enforce the same or any other circumstances (other than
complete performance) which might otherwise constitute a legal or equitable
discharge or defense of the Guarantor. The Guarantor further, to the extent
permitted by law, hereby waives (a) demand, protest and notice of any kind (b)
any defense that may arise by reason of the incapacity, lack of authority, death
or disability of any other Person or the failure of the Trustee, the Holders or
the Company (each a "Benefitted Party") to file or enforce a claim against the
estate (in administration, bankruptcy or any other proceeding) of any other
Person, (c) notice of the existence, creation or incurring of any new or
additional Indebtedness or obligation, (d) any right to require a proceeding
first against the Company or right to require the prior disposition of the
assets of the Company to meet its obligations, (e) any defense based upon an
election of remedies by a Benefitted Party, including but not limited to an
election law which provides that the obligation of a surety must be neither
larger in amount nor in other respects more burdensome than that of the
principal; (f) any defense arising because of a Benefitted Party's election, in
any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C.
Section 1111(b)(2); or (g) any defense based on


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<PAGE>   84

any borrowing or grant of a security interest under 11 U.S.C. Section 364. The
Guarantor hereby covenants that its Parent Guarantee will not be discharged
except by complete performance of the obligations contained in its Parent
Guarantee and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or the Guarantor, or any custodian acting in
relation to either the Company or the Guarantor, any amount paid by the Company
or the Guarantor to the Trustee or such Holder, the Parent Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. The
Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.

         The Guarantor hereby agrees that by virtue of the Guarantor's execution
and delivery of this Indenture, the Guarantor shall be deemed to have signed on
each Note issued hereunder the notation of the Parent Guarantee set forth on the
form of the Note attached hereto as Exhibit A.

         SECTION 11.02 Parent Guarantee Subordinated to Senior Indebtedness. The
Guarantor and the Trustee each covenants and agrees, and each Holder, by its
acceptance of a Note and the corresponding Parent Guarantee, likewise covenants
and agrees that the indebtedness evidenced by the Parent Guarantee is subject to
the provisions of this Article Eleven; and each Person holding any Note, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees that the indebtedness evidenced by the Parent Guarantee shall, to the
extent and in the manner set forth in this Article Eleven, be unsecured, general
obligations of the Guarantor, subordinated in right of payment to all existing
and future Senior Indebtedness of the Guarantor, pari passu in right of payment
with any future senior subordinated indebtedness of the Guarantor and senior in
right of payment to any existing or future subordinated indebtedness of the
Guarantor.

         SECTION 11.03 No Payment under Parent Guarantee in Certain
Circumstances. (a) The Guarantor may not make any payment of any kind or
character from any source on the Notes or make any deposit pursuant to Article
VIII or repurchase, redeem or otherwise retire any Notes whether pursuant to the
terms of the Notes and the Parent Guarantee or upon acceleration or otherwise if
(i) any Obligations with respect to any Designated Senior Indebtedness of the
Guarantor are not paid when due, unless such non-payment has been cured or
waived or ceases to exist or such Designated Senior Indebtedness has been paid
in full or (ii) any other default on Designated Senior Indebtedness of the
Guarantor occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, the default has been cured or
waived or ceases to exit or any such acceleration has been rescinded or such
Designated Senior Indebtedness has been paid in full. However, the Guarantor may
pay the Notes pursuant to the Parent Guarantee without regard to the foregoing
if the Guarantor and the Trustee receive written notice approving such payment
from the Representative or Representatives of all Designated Senior Indebtedness
with respect to which either of the events set forth in clause (i)



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<PAGE>   85




or (ii) of the immediately preceding sentence has occurred and is continuing.


         (b) During the continuance of any default (other than a default
described in clause (i) or (ii) of paragraph (a) of this Section 11.03) with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Guarantor shall not pay any principal of, premium if any, or
interest on the Notes (including any repurchase of any of the Notes or on
account of the redemption provisions of the Notes) for a Payment Blockage Period
commencing upon receipt by the Trustee (with a copy to the Guarantor) of a
Blockage Notice of such default from a Representative for the holders of such
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (unless, in each case, such
Payment Blockage Period shall be terminated by (i) written notice to the Trustee
and the Guarantor from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is not longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions described in Section 11.03(a)), unless the
holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Guarantor must resume payments when due on the Notes if
required pursuant to the Parent Guarantee after the end of such Payment Blockage
Period. Notwithstanding anything in this Indenture to the contrary, the Notes
shall not be subject to more than one Payment Blockage Period in any consecutive
360 day period pursuant to this Section 11.03(b). For all purposes of this
Section 11.03(b), no event of default that existed or was continuing (it being
acknowledged that any subsequent event or condition that would give rise to an
event of default pursuant to any provision under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose) 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 shall be made, the basis for the commencement of a
second Payment Blockage Period by the representative for, or the holders of,
such Designated Senior Indebtedness, unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days.

         Notwithstanding the foregoing, so long as any Obligations remain
outstanding under the Credit Agreement dated as of March 12, 1997 described in
the definition of "Bank Credit Agreement," as in effect on the date hereof (and
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith) as the same may be amended, restated, modified
or supplemented from time to time (but not after (x) the date (even if such
Obligations remain outstanding) any agreement relating to any refunding,
replacement or refinancing of less than the entirety of the borrowings and
commitments then outstanding or permitted to be outstanding under such Credit
Agreement is effected or (y) the date such Credit Agreement is terminated and
all such Obligations due and payable at the time of such termination shall have
been paid in full), then only a Representative of the holders of Senior


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<PAGE>   86

Indebtedness under such Credit Agreement shall be entitled to give a Blockage
Notice unless the Guarantor and such Representative or holders agree otherwise
in a writing delivered to the Trustee.

         (c) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any Holder when such payment is prohibited by
Section 11.03(a) or 11.03(b) of this Indenture, the Trustee shall promptly
notify the holders of Designated Senior Indebtedness of such prohibited payment
and such payment shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Designated Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Designated Senior Indebtedness may have been
issued, as their respective interests may appear.

         SECTION 11.04 Payment over Proceeds upon Dissolution, Etc. (a) Upon any
payment or distribution of assets or securities of the Guarantor of any kind or
character, whether in cash, property or securities, in connection with any
dissolution or winding up or total or partial liquidation or reorganization of
the Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings or upon any general assignment for the benefit
of creditors or any other marshaling of assets for the benefit of creditors
generally, all amounts due or to become due upon all Senior Indebtedness
(including, without limitation, any interest accruing subsequent to an event of
bankruptcy whether or not such interest is an allowed claim enforceable against
the debtor under the United States Bankruptcy Code and all contingent claims or
obligations in connection with such Senior Indebtedness) shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee on their
behalf shall be entitled to receive any payment by the Guarantor on the Parent
Guarantee on account of any principal of, premium if any, or interest on the
Notes (including any repurchase of any of the Notes or on account of the
redemption provisions of the Notes), or any payment to acquire any of the Notes
for cash, property or securities, or any distribution with respect to the Notes
of any cash, property or securities. Before any payment may be made by, or on
behalf of, the Guarantor on the Parent Guarantee on any principal of, premium if
any, or interest on the Notes (including any repurchase of any of the Notes or
on account of the redemption provisions of the Notes) in connection with any
such dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets or securities of the Guarantor of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee on
their behalf would be entitled, but for the provisions of this Article Eleven,
shall be made by the Guarantor or by a receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person making such payment or
distribution, or by the holders or the Trustee if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders) or
their representatives or to any trustee or trustees under any other indenture
pursuant to which any such Senior Indebtedness may have been issued, as their
respective interests appear, to the extent necessary to pay all Obligations with
respect to such Senior Indebtedness in full, in cash or Cash equivalents, after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.



                                       79
<PAGE>   87

         (b) To the extent any payment of all or any portion of Senior
Indebtedness of the Guarantor (whether by or on behalf of the Guarantor as
proceeds of security or enforcement of any right of setoff or otherwise) is
declared to be fraudulent or preferential, set aside or required to be paid to
any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then if such payment is recovered by, or paid over to, such
receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person, the Senior Indebtedness or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. To the extent the obligation to repay all or any portion of
any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set
aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then the obligation so declared fraudulent, invalid or otherwise
set aside (and all other amounts that would come due with respect thereto had
such obligation not been affected) shall be deemed to be reinstated and
outstanding as Senior Indebtedness for all purposes hereof as if such
declaration, invalidity or setting aside had not occurred.

         (c) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Guarantor of any kind or character, whether in cash,
property or securities, shall be receved by the Trustee or any Holder at a time
when such payment or distribution is prohibited by Section 11.03(a) of this
Indenture and before all obligations in respect of Senior Indebtedness are paid
in full, in cash or cash equivalents, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to the holders of Senior Indebtedness (pro rata to such holders on the
basis of such respective amount of Senior Indebtedness held by such holders) or
their representatives, or to the trustee or trustees under any indenture
pursuant to which any such Senior Indebtedness may have issued, as their
respective interests appear, for application to the payment of Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full, in cash or cash equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Indebtedness.

         (d) The consolidation of the Guarantor with, or the merger of the
Guarantor with or into, another corporation or the liquidation or dissolution of
the Guarantor following the sale, conveyance, transfer, lease or other
disposition of all or substantially all of its property and assets to another
corporation upon the terms and conditions provided in Article Five of this
Indenture shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 11.04 if such other corporation
shall, as a part of such consolidation, merger, sale, conveyance, transfer,
lease or other disposition, comply (to the extent required) with the conditions
stated in Article Five of this Indenture.

         SECTION 11.05 Obligations of Guarantor Unconditional. (a) Nothing
contained in this Article Eleven is intended to or shall impair, as among the
Guarantor and the Holders, the 


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obligation of the Guarantor, which is absolute and unconditional, to pay to the
Holders the principal of, premium, if any, and interest on the Notes in
accordance with the Parent Guarantee as and when the same shall become due and
payable in accordance with the terms of the Parent Guarantee, or is intended to
or shall affect the relative rights of the Holders and the respective creditors
of the Guarantor, other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Holders or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Eleven
of the holders of the Senior Indebtedness.

         (b) Without limiting the generality of the foregoing, nothing contained
in this Article Eleven will restrict the right of the Trustee or the Holders to
take any action to declare the Notes to be due and payable prior to their Stated
Maturity pursuant to Section 6.02 of this Indenture or to pursue any rights or
remedies hereunder; provided, however, that all Senior Indebtedness then due and
payable or thereafter declared to be due and payable shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee are
entitled to receive any direct or indirect payment from the Guarantor of Senior
Subordinated Indebtedness.

         SECTION 11.06 Notice to Trustee. (a) The Guarantor shall give prompt
written notice to the Trustee of any fact known to the Guarantor that would
prohibit the making of any payment to or by the Trustee in respect of the Parent
Guarantee pursuant to the provisions of this Article Eleven. The Trustee shall
not be charged with the knowledge of the existence of any default or event of
default with respect to any Senior Indebtedness or of any other facts that would
prohibit the making of any payment to or by the Trust unless and until the Trust
shall have received notice in writing at its Corporate Trust Office to that
effect signed by an Officer of the Guarantor or by a holder of Senior
Indebtedness or trustee or agent thereof; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article Seven, be entitled to
assume that no such facts exist; provided that, if the Trustee shall not have
received the notice provided for in this Section 11.06 at least two Business
Days prior to the date upon which, by the terms of this Indenture, any monies
shall become payable for any purpose (including, without limitation, the payment
of the principal of, premium, if any, or interest on any Note), then,
notwithstanding anything herein to the contrary, the Trustee shall have full
power and authority to receive any monies from the Guarantor and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary that may be received by it on or after such prior
date except for an acceleration of the Notes prior to such application. Nothing
contained in this Section 11.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by this Article Eleven. The
foregoing shall not apply if the Paying Agent is the Company or the Guarantor.
The Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself or itself to be a holder of any Senior
Indebtedness (or a trustee on behalf of, or other representative of, such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.



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         (b) In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Eleven, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Eleven and, if such evidence is not
furnished to the Trustee, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         SECTION 11.07 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets or securities referred to in
this Article Eleven, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person making such payment or
distribution, delivered 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 Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Eleven.

         SECTION 11.08 Trustee's Relation to Senior Indebtedness. (a) The
Trustee and any Paying Agent shall be entitled to all the rights set forth in
this Article Eleven with respect to any Senior Indebtedness that may at any time
be held by it in its individual or any other capacity to the same extent as any
other holder of Senior Indebtedness and nothing in this Indenture shall deprive
the Trustee or any Paying Agent of any of its rights as such holder.

         (b) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Eleven, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Sections 11.03(c) and 11.04(c) of this Indenture) and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the Company or to any other person cash,
property or securities to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article Eleven or otherwise.

         SECTION 11.09 Subordination Rights Not Impaired by Acts or Omissions of
the Guarantor or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior Indebtedness to enforce subordination as provided
in this Article Eleven will at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Guarantor or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the


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Guarantor with the terms of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with. The provisions of
this Article Eleven are intended to be for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness.

         SECTION 11.10   Holders Authorize Trustee to Effectuate Subordination 
of Parent Guarantee. Each Holder by his acceptance of any Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Eleven, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
property and assets of the Guarantor, the filing of a claim for the unpaid
balance of its Notes under the Parent Guarantee in the form required in those
proceedings. If the Trustee does not file a proper claim or proof of
indebtedness in the form required in such proceeding at least 30 days before the
expiration of the time to file such claim or claims, each holder of Senior
Indebtedness is hereby authorized to file an appropriate claim for and on behalf
of the Holders.

         SECTION 11.11 Not to Prevent Events of Default. The failure to make a
payment on account of principal of, premium, if any, or interest on the Notes
under the Parent Guarantee by reason of any provision of this Article Eleven
will not be construed as preventing the occurrence of an Event of Default.

         SECTION 11.12 Trustee's Compensation Not Prejudiced. Nothing in this
Article Eleven will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 7.06.

         SECTION 11.13 No Waiver of Subordination Provisions. Without in any way
limiting the generality of Section 11.09, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this Article Eleven
or the obligations hereunder of the Holders to the holders of Senior
Indebtedness, do any one or more of the following: (a) 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 or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Guarantor and any other Person.



                                       83
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         SECTION 11.14 Payments May Be Paid Prior to Dissolution. Nothing
contained in this Article Eleven or elsewhere in this Indenture shall prevent
(i) the Guarantor, except under the conditions described in Section 11.03 or
11.04, from making payments of principal of, premium, if any, and interest on
the Notes, or from depositing with the Trustee any money for such payments, or
(ii) the application by the Trustee of any money deposited with it for the
purpose of making such payments of principal of, premium, if any, and interest
on the Notes to the holders entitled thereto unless, at least two Business Days
prior to the date upon which such payment becomes due and payable, the Trustee
shall have received the written notice provided for in Section 11.03(b) of this
Indenture (or there shall have been an acceleration of the Notes prior to such
application) or in Section 11.06 of this Indenture. The Guarantor shall give
prompt written notice to the Trustee of any dissolution, winding up, liquidation
or reorganization of the Guarantor.

         SECTION 11.15 Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Eight by the Trustee for the
payment of principal of, premium, if any, and interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness (provided that at
the time deposited, such deposit did not violate any then outstanding Senior
Indebtedness), and none of the Holders shall be obligated to pay over any such
amount to any holder of Senior Indebtedness.

         SECTION 11.16 Limitation of Guarantor's Liability. The Guarantor and by
its acceptance hereof, each beneficiary hereof, hereby confirms that it is its
intention that the Parent Guarantee of the Guarantor not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to the Parent Guarantee. To
effectuate the foregoing intention, each such person hereby irrevocably agrees
that the obligation of the Guarantor under the Parent Guarantee under this
Article Eleven shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other (contingent or otherwise)
liabilities of the Guarantor that are relevant under such laws, result in the
obligations of the Guarantor in respect of such maximum amount not constituting
a fraudulent conveyance. Each beneficiary under the Parent Guarantee, by
accepting the benefits hereof, confirms its intention that, in the event of a
bankruptcy, reorganization or other similar proceeding of the Company or the
Guarantor in which concurrent claims are made upon the Guarantor hereunder, to
the extent such claims will not be fully satisfied, each such claimant with a
valid claim against the Company shall be entitled to a ratable share of all
payments by the Guarantor in respect of such concurrent claims.

         SECTION 11.17 Release of Guarantor. The Guarantor shall be released
from all its obligations under the Parent Guarantee and this Indenture (i) in
accordance with Section 8.07 and (ii) following any consolidation, merger or
sale or other disposition of all or substantially all of 


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the property and assets of the Company (other than a consolidation or merger
upon the completion of which the Company shall remain a Subsidiary of the
Guarantor) in compliance with the requirements of Section 5.01.

         SECTION 11.18 Consent of Designated Senior Indebtedness. The provisions
of this Article 11 and references to this Article 11 contained in this
Indenture) shall not be amended in a manner that would adversely affect the
rights of the holders of Senior Indebtedness, and no such amendment shall become
effective unless (x) the holders of Senior Indebtedness under the Credit
Agreement described in clause (A) of the definition of Bank Credit Agreement
shall have consented (in accordance with the provisions of the applicable
agreement or agreements governing such Senior Indebtedness) to such amendment or
(y) such agreement is no longer in effect and no Obligations remain outstanding
thereunder.

                                   ARTICLE XII

                                  Miscellaneous

         SECTION 12.01 Trust Indenture Act of 1939. This Indenture shall be
subject to the provisions of the TIA that are required to be a part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

         SECTION 12.02 Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail addressed as follows:

         if to the Company:

                  Scotsman Group Inc.
                  820 Forest Edge Drive
                  Vernon Hills, Illinois 60061
                  Attention: Vice President - Finance

         if to the Guarantor:

                  Scotsman Industries, Inc.
                  820 Forest Edge Drive
                  Vernon Hills, Illinois 60061
                  Attention: Vice President - Finance

         if to the Trustee:

                  Harris Trust and Savings Bank
                  311 West Monroe Street
                  12th Floor
                  Chicago, IL 60606
                  Attention: Indenture Trust Division



                                       85
<PAGE>   93

         The Company, the Guarantor or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications. The Trustee shall promptly notify the Representatives, to the
extent identified to the Trustee, of all changes of addresses for notices or
communications pursuant to this Section 12.02.

         Any notice or communication to the Representative of the holders of
Senior Indebtedness under the Credit Agreement dated as of March 12, 1997
described in the definition of "Bank Credit Agreement" shall be sufficiently
given if in writing and delivered in person or mailed by first class mail
addressed as follows:

                  The First National Bank of Chicago
                  One First National Plaza
                  Chicago, IL 60670
                  Attention: Julia Bristow

or to such additional or different addresses as the Representatives may
designate by notice to the Company and the Trustee.

         Any notice or communication mailed to a Holder shall be mailed to him
at his address as it appears on the Security Register by first class mail and
shall be sufficiently given to him if so mailed within the time prescribed.
Copies of any such communication or notice to a Holder shall also be mailed to
the Trustee.

         Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided in this Section 12.02, it is
duly given, whether or not the addressee receives it.

         SECTION 12.03 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company or the Guarantor to the Trustee to
take any action under this Indenture, the Company or the Guarantor, as the case
may be shall furnish to the Trustee:

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

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



                                       86
<PAGE>   94

         SECTION 12.04 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

                  (iii) a statement that, in the opinion of each 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

                  (iv) a statement as to whether or not, in the opinion of each
         such person, such condition or covenant has been complied with;

provided, however, that, with respect to matters of fact, an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials and any
Officer's Certificate may be based, insofar as it relates to legal matters, upon
an Opinion of Counsel.

         SECTION 12.05 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are received by the Trustee and, where it is hereby expressly required, by the
Company and the Guarantor. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and, subject to Section 7.01, conclusive in favor of the Trustee, the
Guarantor and the Company, if made in the manner provided in this Section.

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

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



                                       87
<PAGE>   95

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

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

         SECTION 12.06 Rules by Trustee, Paying Agent or Registrar. The 
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

         SECTION 12.07 Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Change of Control Payment Date, Excess Proceeds
Payment Date, Stated Maturity or date of maturity of any Note shall not be a
Business Day at any place of payment, then payment of principal of, premium, if
any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day at such place of
payment with the same force and effect as if made on the Interest Payment Date,
Change of Control Payment Date, Excess Proceeds Payment Date, or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; provided that
no interest shall accrue for the period from and after such Interest Payment
Date, Change of Control Payment Date, Excess Proceeds Payment Date, Redemption
Date, Stated Maturity or date of maturity, as the case may be.

         SECTION 12.08 Governing Law. The laws of the State of New York shall
govern this Indenture and the Notes.

         SECTION 12.09 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loss or debt agreement
of the Company or any Subsidiary of the Guarantor or the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.



                                       88
<PAGE>   96

         SECTION 12.10 No Recourse Against Others. No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Guarantor or the Company
contained in this Indenture, the Parent Guarantee or in any of the Notes, or
because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator or against any past, present or future partner,
shareholder, other equityholder, officer, director, employee or controlling
person, as such, of the Guarantor or the Company or of any successor Person,
either directly or through the Guarantor or the Company or any successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.

         SECTION 12.11 Successors. All agreements of the Guarantor and the
Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successor.

         SECTION 12.12 Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         SECTION 12.13 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 12.14 Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.


                            [SIGNATURE PAGE FOLLOWS]





                                       89
<PAGE>   97




                                   SIGNATURES

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

                                    SCOTSMAN GROUP INC.,
                                     as Issuer


                                    By:   /S/ D.D. Holmes
                                        ----------------------------------------
                                        Name: /S/ D.D. Holmes
                                             -----------------------------------
                                        Title:   /S/ V.P.
                                             -----------------------------------


                                    SCOTSMAN INDUSTRIES, INC.,
                                     as Guarantor



                                    By:   /S/ D.D. Holmes
                                        ----------------------------------------
                                        Name:   /S/ D.D. Holmes
                                             -----------------------------------
                                        Title:   /S/ V.P.
                                             -----------------------------------



                                    HARRIS TRUST AND SAVINGS BANK,
                                     as Trustee


                                    By: /S/ J. Bartolini
                                        ----------------------------------------
                                        Name: /S/ J. Bartolini
                                             -----------------------------------
                                        Title: /S/ V.P.
                                             -----------------------------------


                                       90
<PAGE>   98

                                                                       EXHIBIT A


                                 [FACE OF NOTE]

                               SCOTSMAN GROUP INC.

                    8 5/8% Senior Subordinated Notes due 2007

                                                            CUSIP NO.  809337AC2


No. 1                                                            $100,000,000.00

         SCOTSMAN GROUP INC., a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000.00 ) on December 15,
2007.

         Interest Payment Dates: June 15 and December 15, commencing June 15,
1998.

         Regular Record Dates: June 1 and December 1.

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

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A


                                      A-1
<PAGE>   99

         SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
         WITH THE INDENTURE.]

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

Date:                                SCOTSMAN GROUP INC.


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


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






                                      A-2
<PAGE>   100





                (Form of Trustee's Certificate of Authentication)

This is one of the 85/8% Senior Subordinated Notes due 2007 described in the
within-mentioned Indenture.

                                  HARRIS TRUST AND SAVINGS BANK,
                                   as Trustee

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




                                      A-3
<PAGE>   101





                             [REVERSE SIDE OF NOTE]


                               SCOTSMAN GROUP INC.

                   8 5/8% Senior Subordinated Note due 2007


1.       Principal and Interest.

         The Company will pay the principal of this Note on December 15, 2007.

         The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the June 1 or December 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing June 15,
1998.

         Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from December 22, 1997;
provided that, if there is no existing default in the payment of interest and if
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

         The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum that is 1% in excess of the rate otherwise payable.

2.       Method of Payment.

         The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each June 15 and December 15
to the persons who are Holders (as reflected in the Security Register at the
close of business on such June 1 and December 1 immediately preceding the
Interest Payment Date), in each case, even if the Note is canceled on
registration of transfer or registration of exchange after such record date;
provided that, with respect to the payment of principal, the Company will make
payment to the Holder that surrenders this Note to a Paying Agent on or after
December 15, 2007.

         The Company will pay principal, premium, if any, and as provided above,
interest in money of the United States that at the time of payment is legal
tender for payment of public and 


                                      A-4
<PAGE>   102

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

3.       Paying Agent and Registrar.

         Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture; Limitations.

         The Company issued the Notes under an Indenture dated as of December
17, 1997 (the "Indenture"), among the Company, Scotsman Industries, Inc. (the
"Guarantor") and Harris Trust and Savings Bank (the "Trustee"). Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.

         The Notes are unsecured, general obligations of the Company. The
Indenture limits the original aggregate principal amount of the Notes to
$100,000,000.

5.       Redemption.

         The Notes will be redeemable, at the Company's option, in whole or in
part, at any time and from time to time on or after December 15, 2002 and prior
to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of their
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date) if redeemed during the 12- month period commencing on
December 15 of the applicable year set forth below:



                                      A-5
<PAGE>   103

                                             Redemption
                  Year                       Price

                  2002...................... 104.3125%
                  2003...................... 102.15625%
                  2004 and thereafter        100.000%

         In addition, at any time and from time to time prior to December 15,
2000, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Notes with the proceeds of one or more Equity Offerings,
at a redemption price (expressed as a percentage of principal amount) of 1085/8
% plus accrued and unpaid interest to the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that either (i) at least $65
million in aggregate principal amount of the Notes must remain outstanding after
each such redemption or (ii) such redemption must retire the Notes in their
entirety and, in any case, that such redemption occurs within 60 days following
the closing of any such Equity Offering.

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

6.       Repurchase upon Change of Control.

         Upon the occurrence of any Change of Control, the Company must commence
and consummate an Offer to Purchase all Notes outstanding as described in the
Indenture at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase (the
"Change of Control Payment").

         A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder at his last address as its appears
in the Security Register. Notes in original denominations larger than $1,000 may
be sold to the Company in part. On and after the payment date, interest ceases
to accrue on Notes or portions of Notes surrendered for purchase by the Company,
unless the Company defaults in the payment of the Change of Control Payment.

7.       Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the
transfer


                                      A-6
<PAGE>   104

or exchange of any Notes for a period of 15 days before a selection of Notes to
be redeemed is made.

8.       Persons Deemed Owners.

         A Holder shall be treated as the owner of a Note for all purposes.

9.       Unclaimed Money.

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

10.      Discharge Prior to Redemption or Maturity.

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

11.      Amendment; Supplement; Waiver.

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

12.      Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, make Restricted Payments, use the proceeds from Asset Sales,
suffer to exist restrictions on the ability of Restricted Subsidiaries to make
certain payments to the Company, issue Capital Stock of Restricted Subsidiaries,
engage in transactions with Affiliates or merge, consolidate or transfer
substantially all of its assets. Each year, within 120 days after the last day
of the Company's 


                                      A-7
<PAGE>   105

immediately preceding fiscal year, the Company must report to the Trustee on
compliance with such limitations.

13.      Successor Persons.

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

14.      Defaults and Remedies.

         The following events constitute "Events of Default" under the
Indenture: (a) the Company defaults in the payment of the principal of (or
premium, if any, on) any Note when the same becomes due and payable at maturity,
upon acceleration, redemption or otherwise, whether or not such payment is
prohibited by Article Ten; (b) the Company defaults in the payment of interest
on any Note when the same becomes due and payable, and such default continues
for a period of 30 days, whether or not such payment is prohibited by Article
Ten; (c) the Company or the Guarantor, as the case may be, defaults in the
performance of or breaches the provisions of Section 5.01 and such default or
breach continues for a period of 30 consecutive days after written notice to the
Company or the Guarantor, as the case may be, by the Trustee or the Holders of
25% or more in aggregate principal amount of the Notes; (d) the Company or the
Guarantor, as the case may be, defaults in the performance of or breaches the
provisions of Section 4.03, Section 4.05, Section 4.06, Section 4.07, Section
4.08, Section 4.09 (other than a failure to purchase the Notes), Section 4.10,
Section 4.11, Section 4.12 (other than a failure to purchase the Notes) and
Section 4.17 and such default or breach continues for a period of 30 consecutive
days after written notice to the Company and the Guarantor by the Trustee or the
Holders of 25% or more in aggregate principal amount of the Notes; (e) the
Company or the Guarantor, as the case may be, defaults in the performance of or
breaches any other covenant or agreement of the Company or the Guarantor, as the
case may be, in the Indenture or under the Notes or the Parent Guarantee (other
than a default specified in clause (a), (b) (c) or (d) above) and such default
or breach continues for a period of 60 consecutive days after written notice to
the Company and the Guarantor, by the Trustee or the Holders of 25% or more in
aggregate principal amount of the Notes; (f) there occurs with respect to any
issue or issues of Indebtedness of the Company or the Guarantor having an
outstanding principal amount of $10 million or more in the aggregate for all
such issues of all such Persons, whether such Indebtedness now exists or shall
hereafter be created, (I) an event of default that has caused the holder thereof
to declare such Indebtedness to be due and payable prior to its Stated Maturity
and such Indebtedness has not been discharged in full or such acceleration has
not been rescinded or annulled within any applicable grace period and/or (II)
the failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within any applicable grace period; (g) any final judgment or order (not covered
by insurance) for the payment of money in excess of $10 million in the aggregate
for all such final 


                                      A-8
<PAGE>   106

judgments or orders against all such Persons (treating any self-insurance as not
so covered) shall be rendered against the Company, the Guarantor or any
Restricted Subsidiary and shall remain outstanding for a period of 60 days
following such judgment and is not discharged, waived or stayed within 10 days
after notice to the Company and the Guarantor by the Trustee or the Holders of
25% or more in aggregate principal amount of the Notes; (h) a court having
jurisdiction in the premises enters a decree or order for (A) relief in respect
of the Company, the Guarantor or any Significant Subsidiary in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company, the
Guarantor or any Significant Subsidiary or for all or substantially all of the
property and assets of the Company, the Guarantor or any Significant Subsidiary
or (C) the winding up or liquidation of the affairs of the Company, the
Guarantor or any Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; (i) the
Company, the Guarantor or any Significant Subsidiary (A) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company, the Guarantor or any
Significant Subsidiary or for all or substantially all of the property and
assets of the Company, the Guarantor or any Significant Subsidiary or (C)
effects any general assignment for the benefit of creditors; or (j) the Parent
Guarantee ceases to be in full force and effect (other than in accordance with
the terms of the Parent Guarantee) or the Guarantor denies or disaffirms its
obligations under the Parent Guarantee if such default continues for a period of
10 days after notice thereof to the Company and the Guarantor by the Trustee or
the Holders of 25% or more in aggregate principal amount of the Notes.

         If an Event of Default, as defined in the Indenture (other than an
Event of Default specified in clause (h) or (i) above), occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable as provided in the
Indenture. If an Event of Default under clause (h) or (i) above occurs, the
Notes automatically become due and payable as provided in the Indenture. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture
and acceleration of the Notes may be rescinded as provided therein. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of at least a majority in
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power.

15.      Subordination.

         The payment of the Notes will, to the extent set forth in the
Indenture, be subordinated in right of payment to the prior payment in full, in
cash or Cash equivalents, of all Senior Indebtedness.



                                      A-9
<PAGE>   107

16.      Guarantee.

         As set forth in the Indenture, the due and punctual payment of the
principal of, premium, if any, and interest on the Notes, whether at the
maturity or interest payment date, by acceleration, call for redemption or
otherwise, and of interest on the overdue principal of and interest on the Notes
and all other obligations of the Company to the Holders or the Trustee under the
Indenture or the Notes is guaranteed on an unsecured, senior subordinated basis
by the Guarantor pursuant and subject to Article XI of the Indenture. Each
Holder of a Note, by accepting the same, agrees to be bound by such provisions,
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate such subordination and
appoints the Trustee to act as such Holder's attorney-in fact for such purpose.

17.      Trustee Dealings with Company.

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

18.      No Recourse Against Others.

         No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligations, covenant or
agreement of the Guarantor or the Company contained in the Indenture, or in any
of the Notes, or because of any Indebtedness represented thereby, shall be had
against any incorporator or any past, present or future partner, shareholder,
other equityholder, officer, director, employee or controlling person, as such,
of the Guarantor or the Company or of any successor Person thereof. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.

19.      Authentication.

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

20.      Abbreviations.

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



                                      A-10
<PAGE>   108

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to Scotsman Group Inc., 820
Forest Edge Drive, Vernon Hills, Illinois 60061, Attention: Vice President -
Finance.




                                      A-11
<PAGE>   109





                            {FORM OF TRANSFER NOTICE}


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

Insert Taxpayer Identification No.

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

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

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

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

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

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________ attorney to transfer said Note on the books of
the Company with full power of substitution in the premises.


Date:                               Your Signature:
     --------------                                  ---------------------------
                                                     (sign exactly as your name 
                                                       appears on the Note)




Signature Guarantee:



                                      A-12
<PAGE>   110





                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.09 or 4.12 of the Indenture, check the box below:

         [ ] Section 4.09             [ ] Section 4.12

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.09 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$
 --------------

Date:                               Your Signature:
     --------------                                  ---------------------------
                                                     (sign exactly as your name 
                                                       appears on the Note)

                                    Tax Identification No.:
                                                            --------------


Signature Guarantee.



                                      A-13
<PAGE>   111




                      [To Be Attached to Global Securities]

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Date of          Amount of               Amount of                Principal              Signature of authorized
Exchange         decrease in             increase in              Amount of this         officer of Trustee or
                 Principal               Principal Amount         Global                 Securities Custodian
                 Amount of this          of this Global           Security
                 Global Security         Security                 following such
                                                                  decrease or
                                                                  increase
----------------------------------------------------------------------------------------------------------------
<S>            <C>                      <C>                     <C>                     <C>
----------------------------------------------------------------------------------------------------------------

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

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

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

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

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

----------------------------------------------------------------------------------------------------------------
</TABLE>





                                      A-14