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                                                                  EXECUTION COPY


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                              ALLTRISTA CORPORATION

                     AND EACH OF THE GUARANTORS NAMED HEREIN


                    9 3/4% SENIOR SUBORDINATED NOTES DUE 2012

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

                                    INDENTURE

                           DATED AS OF APRIL 24, 2002

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

                                       and


                              The Bank of New York

                                   as Trustee

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

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                             CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                    Indenture Section
310(a)(1)....................................................         7.10
     (a)(2)..................................................         7.10
     (a)(3)..................................................         N.A.
     (a)(4)..................................................         N.A.
     (a)(5)..................................................         7.10
     (b).....................................................         7.10
     (c).....................................................         N.A.
311(a).......................................................         7.11
     (b).....................................................         7.11
     (c).....................................................         N.A.
312(a).......................................................         2.05
     (b).....................................................        14.03
     (c).....................................................        14.03
313(a).......................................................         7.06
     (b)(1)..................................................         N.A.
     (b)(2)..................................................      7.06; 7.07
     (c).....................................................     7.06; 14.02
     (d).....................................................         7.06
314(a)....................................................... 4.03; 14.02; 14.05
     (b).....................................................         N.A.
     (c)(1)..................................................        14.04
     (c)(2)..................................................        14.04
     (c)(3)..................................................         N.A.
     (d).....................................................         N.A.
     (e).....................................................        14.05
     (f).....................................................         N.A.
315(a).......................................................         7.01
     (b).....................................................     7.05, 14.02
     (c).....................................................         7.01
     (d).....................................................         7.01
     (e).....................................................         6.11
316(a) (last sentence).......................................         2.09
     (a)(1)(A)...............................................         6.05
     (a)(1)(B)...............................................         6.04
     (a)(2)..................................................         N.A.
     (b).....................................................         6.07
     (c).....................................................         2.12
317(a)(1)....................................................         6.08
     (a)(2)..................................................         6.09
     (b).....................................................         2.04
318(a).......................................................        14.01
     (b).....................................................         N.A.
     (c).....................................................        14.01

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.

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                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01       Definitions.................................................1
Section 1.02       Other Definitions..........................................18
Section 1.03       Incorporation by Reference of Trust Indenture Act..........19
Section 1.04       Rules of Construction......................................19

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01       Form and Dating............................................20
Section 2.02       Execution and Authentication...............................20
Section 2.03       Registrar and Paying Agent.................................21
Section 2.04       Paying Agent to Hold Money in Trust........................21
Section 2.05       Holder Lists...............................................21
Section 2.06       Transfer and Exchange......................................21
Section 2.07       Replacement Notes..........................................33
Section 2.08       Outstanding Notes..........................................33
Section 2.09       Treasury Notes.............................................34
Section 2.10       Temporary Notes............................................34
Section 2.11       Cancellation...............................................34
Section 2.12       Defaulted Interest.........................................34

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.........................................34
Section 3.02       Selection of Notes to Be Redeemed or Purchased.............35
Section 3.03       Notice of Redemption.......................................35
Section 3.04       Effect of Notice of Redemption.............................36
Section 3.05       Deposit of Redemption or Purchase Price....................36
Section 3.06       Notes Redeemed or Purchased in Part........................37
Section 3.07       Optional Redemption........................................37
Section 3.08       Special Mandatory Redemption...............................37
Section 3.09       Mandatory Redemption.......................................38
Section 3.10       Offer to Purchase by Application of Excess Proceeds........38

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01       Payment of Notes...........................................40
Section 4.02       Maintenance of Office or Agency............................40
Section 4.03       Reports....................................................41
Section 4.04       Compliance Certificate.....................................41
Section 4.05       Taxes......................................................42
Section 4.06       Stay, Extension and Usury Laws.............................42
Section 4.07       Restricted Payments........................................42
Section 4.08       Dividend and Other Payment Restrictions Affecting
                   Subsidiaries...............................................45
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred
                   Stock......................................................46

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Section 4.10       Asset Sales................................................48
Section 4.11       Transactions with Affiliates...............................49
Section 4.12       Liens......................................................50
Section 4.13       Line of Business...........................................50
Section 4.14       Corporate Existence........................................50
Section 4.15       Offer to Repurchase Upon Change of Control.................51
Section 4.16       No Senior Subordinated Debt................................52
Section 4.17       Payments for Consent.......................................53
Section 4.18       Additional Subsidiary Guarantees...........................53
Section 4.19       Designation of Restricted and Unrestricted Subsidiaries....53
Section 4.20       Amendment of Subordinated Seller Notes.....................53

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets...................54
Section 5.02       Successor Corporation Substituted..........................54

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01       Events of Default..........................................55
Section 6.02       Acceleration...............................................56
Section 6.03       Other Remedies.............................................57
Section 6.04       Waiver of Past Defaults....................................57
Section 6.05       Control by Majority........................................58
Section 6.06       Limitation on Suits........................................58
Section 6.07       Rights of Holders of Notes to Receive Payment..............59
Section 6.08       Collection Suit by Trustee.................................59
Section 6.09       Trustee May File Proofs of Claim...........................59
Section 6.10       Priorities.................................................59
Section 6.11       Undertaking for Costs......................................60

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01       Duties of Trustee..........................................60
Section 7.02       Rights of Trustee..........................................61
Section 7.03       Individual Rights of Trustee...............................62
Section 7.04       Trustee's Disclaimer.......................................62
Section 7.05       Notice of Defaults.........................................62
Section 7.06       Reports by Trustee to Holders of the Notes.................62
Section 7.07       Compensation and Indemnity.................................63
Section 7.08       Replacement of Trustee.....................................63
Section 7.09       Successor Trustee by Merger, etc...........................64
Section 7.10       Eligibility; Disqualification..............................64
Section 7.11       Preferential Collection of Claims Against Company..........65

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...65
Section 8.02       Legal Defeasance and Discharge.............................65
Section 8.03       Covenant Defeasance........................................66
Section 8.04       Conditions to Legal or Covenant Defeasance.................66

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Section 8.05       Deposited Money and Government Securities to be
                   Held in Trust; Other Miscellaneous Provisions..............67
Section 8.06       Repayment to Company.......................................67
Section 8.07       Reinstatement..............................................68

                                ARTICLE 9.
                     AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes........................68
Section 9.02       With Consent of Holders of Notes...........................69
Section 9.03       Compliance with Trust Indenture Act........................70
Section 9.04       Revocation and Effect of Consents..........................70
Section 9.05       Notation on or Exchange of Notes...........................70
Section 9.06       Trustee to Sign Amendments, etc............................71

                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01      Agreement to Subordinate...................................71
Section 10.02      Certain Definitions........................................71
Section 10.03      Liquidation; Dissolution; Bankruptcy.......................72
Section 10.04      Default on Designated Senior Debt..........................72
Section 10.05      Occurrence of an Event of Default..........................73
Section 10.06      When Distribution Must Be Paid Over........................73
Section 10.07      Notice by Company..........................................74
Section 10.08      Subrogation................................................74
Section 10.09      Relative Rights............................................74
Section 10.10      Subordination May Not Be Impaired by Company...............74
Section 10.11      Distribution or Notice to or by Representative.............75
Section 10.12      Rights of Trustee and Paying Agent.........................75
Section 10.13      Authorization to Effect Subordination......................75
Section 10.14      Amendments.................................................75
Section 10.15      Trustee Not Fiduciary for Holders of Senior Debt...........75

                                   ARTICLE 11.
                              Subsidiary GUARANTEES

Section 11.01      Guarantee..................................................76
Section 11.02      Subordination of Subsidiary Guarantee......................77
Section 11.03      Limitation on Guarantor Liability..........................77
Section 11.04      Execution and Delivery of Subsidiary Guarantee.............77
Section 11.05      Guarantors May Consolidate, etc., on Certain Terms.........78
Section 11.06      Releases Following Sale of Assets..........................78

                                   ARTICLE 12.
                           satisfaction and discharge

Section 12.01      Satisfaction and Discharge.................................79
Section 12.02      Application of Trust Money.................................80

                                   ARTICLE 13.
                              SPECIAL TRUST ACCOUNT

Section 13.01      Establishment of Special Trust Account.....................80
Section 13.02      Security Interest..........................................80
Section 13.03      Distributions from Special Trust Account...................82

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Section 13.04      Termination of Security Interest...........................84
Section 13.05      Attorneys-in-Fact..........................................84
Section 13.06      Trustee May Perform........................................85
Section 13.07      Representations, Warranties and Agreements.................85

                                ARTICLE 14.
                               MISCELLANEOUS

Section 14.01      Trust Indenture Act Controls...............................85
Section 14.02      Notices....................................................85
Section 14.03      Communication by Holders of Notes with Other Holders
                   of Notes...................................................86
Section 14.04      Certificate and Opinion as to Conditions Precedent.........86
Section 14.05      Statements Required in Certificate or Opinion..............87
Section 14.06      Rules by Trustee and Agents................................87
Section 14.07      No Personal Liability of Directors, Officers, Employees
                   and Stockholders...........................................87
Section 14.08      Governing Law..............................................87
Section 14.09      No Adverse Interpretation of Other Agreements..............87
Section 14.10      Successors.................................................88
Section 14.11      Severability...............................................88
Section 14.12      Counterpart Originals......................................88
Section 14.13      Table of Contents, Headings, etc...........................88

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL INVESTOR
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

                                       iv

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         INDENTURE dated as of April 24, 2002 among Alltrista Corporation, a
Delaware corporation (the "Company"), the Guarantors (as defined) and The Bank
of New York, a New York banking corporation, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 9 3/4% Senior Subordinated Notes due 2012 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

                  (1) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Subsidiary of such
         specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
         or into, or becoming a Subsidiary of, such specified Person; and

                  (2) Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

         "Acquisition" means the Company's acquisition of the business of Tilia
pursuant to the Asset Purchase Agreement.

         "Additional Notes" means any Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

         "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 purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Purchase Agreement" means that certain Asset Purchase Agreement
among Tilia, Alexander Schilling and the Company dated as of March 27, 2002.

                                       1

<PAGE>

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights, other than sales of inventory and accounts receivable
         in the ordinary course of business consistent with past practices;
         provided that the sale, conveyance or other disposition of all or
         substantially all of the assets of the Company and its Subsidiaries
         taken as a whole shall be governed by Section 4.15 and/or Section 5.04
         hereof and not by the provisions of Section 4.10 hereof; and

                  (2) the issuance of Equity Interests by any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Restricted Subsidiaries.

Notwithstanding the preceding, none of the following items shall be deemed to be
an Asset Sale:

                  (1) any single transaction or series of related transactions
         that involves assets having a fair market value of less than $1.0
         million;

                  (2) a transfer of assets between or among the Company and its
         Subsidiaries,

                  (3) an issuance of Equity Interests by a Subsidiary to the
         Company or to another Subsidiary;

                  (4) the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business;

                  (5) the sale or other disposition of cash or Cash Equivalents
          or Government Securities;

                  (6) transfers of accounts receivable and related assets by the
         Company or any of its Restricted Subsidiaries to a Receivables
         Subsidiary in connection with a Qualified Receivables Transaction; and

                  (7) a Restricted Payment or Permitted Investment that is
         permitted by Section 4.07 hereof.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

                  (1) with respect to a corporation, the board of directors of
         the corporation;

                  (2) with respect to a partnership or limited liability
         company, the Board of Directors of the general partner or managing
         member of the partnership; and

                                       2
<PAGE>

                  (3) with respect to any other Person, the board or committee
         of such Person serving a similar function.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

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

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                  (2) in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3) in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                  (4) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                  (1) United States dollars;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than six months from the date
         of acquisition;

                  (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any domestic commercial bank having
         capital and surplus in excess of $500.00 million and a Thomson Bank
         Watch Rating of "B" or better;

                  (4) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clauses (2)
         and (3) above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

                  (5) commercial paper having the highest rating obtainable from
         Moody's Investors Service, Inc. or Standard & Poor's Rating Services
         and in each case maturing within six months after the date of
         acquisition; and

                  (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

         "Clearstream" means Clearstream Banking, S.A.

                                       3
<PAGE>

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

                  (1) the direct or indirect sale, transfer, conveyance or other
         disposition (other than by way of merger or consolidation), in one or a
         series of related transactions, of all or substantially all of the
         properties or assets of the Company and its Restricted Subsidiaries
         taken as a whole to any "person" (as that term is used in Section
         13(d)(3) of the Exchange Act) other than a Permitted Holder;

                  (2) the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                  (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as defined above), other than a Permitted Holder, becomes
         the Beneficial Owner, directly or indirectly, of more than 50% of the
         Voting Stock of the Company, measured by voting power rather than
         number of shares; or

                  (4) the first day on which a majority of the members of the
         Board of Directors of the Company are not Continuing Directors.

         "Company" means Alltrista Corporation, and any and all successors
thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period, plus
(without duplication):

                  (1) an amount equal to any extraordinary loss plus any net
         loss realized by such Person or any of its Restricted Subsidiaries in
         connection with an Asset Sale, to the extent such losses were deducted
         in computing such Consolidated Net Income;

                  (2) provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         that such provision for taxes was deducted in computing such
         Consolidated Net Income;

                  (3) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, commissions, discounts and other fees and charges incurred
         in respect of letter of credit or bankers' acceptance financings, and
         net of the effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income;

                  (4) depreciation, amortization (including amortization of
         goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and other non-cash
         expenses (excluding any such non-cash expense to the extent that it
         represents an accrual of or reserve for cash expenses in any future
         period or amortization of a prepaid cash expense that was paid in a
         prior period) of such Person and its Restricted Subsidiaries for such
         period to the extent that such depreciation, amortization and other
         non-cash expenses were deducted in computing such Consolidated Net
         Income; and

                  (5) the net adjustment to EBITDA to calculate adjusted EBITDA
         on a pro forma basis for the year ended December 31, 2001, as shown in
         the Offering Memorandum in note (b) under the caption "Offering
         Memorandum Summary-Alltrista Summary Consolidated

                                       4
<PAGE>

         Historical and Pro Forma Financial Data," to the extent that such net
         adjustment was deducted in computing such Consolidated Net Income;

minus non-cash items increasing such Consolidated Net Income for such period,
other than any items that represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges in any prior period, in each case, on a
consolidated basis and determined in accordance with GAAP.

         Notwithstanding the preceding, the provision for taxes based on the
income or profits, depreciation and amortization and other non-cash expenses,
and net adjustment to EBITDA of a Subsidiary of the Company shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

                  (1) the Net Income (but not loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting shall be included only to the extent of the amount of
         dividends or distributions paid in cash to the specified Person or a
         Restricted Subsidiary of the Person;

                  (2) the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         stockholders;

                  (3) the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition shall be excluded; and

                  (4) the cumulative effect of a change in accounting principles
         shall be excluded.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                  (1) was a member of such Board of Directors on the date of
         this Indenture; or

                  (2) was nominated for election or elected to such Board of
         Directors with the approval of a majority of the Continuing Directors
         who were members of such Board at the time of such nomination or
         election.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

                                       5
<PAGE>

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

         "EBITDA" is calculated as income (loss) before interest, taxes and
minority interest plus (i) depreciation and amortization, (ii) special charges
(credits) and reorganization expenses and (iii) loss (gain) on divestiture of
assets and product lines.

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

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

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

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the New Senior Credit Facility) in
existence on the date of this Indenture, until such amounts are repaid.

                                       6
<PAGE>

         "Family" means, with respect to any Person, (i) the current and former
spouses of such Person and (ii) the ancestors, siblings and descendants, whether
by blood or adoption, of such Person.

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

                  (1) acquisitions that have been made by the specified Person
         or any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the four-quarter reference period or subsequent to such reference
         period and on or prior to the Calculation Date shall be given pro forma
         effect as if they had occurred on the first day of the four-quarter
         reference period and Consolidated Cash Flow for such reference period
         shall be calculated on a pro forma basis in accordance with Regulation
         S-X under the Securities Act, but without giving effect to clause (3)
         of the proviso set forth in the definition of Consolidated Net Income;

                  (2) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, shall be
         excluded; and

                  (3) the Fixed Charges attributable to discontinued operations,
         as determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, shall be excluded, but only
         to the extent that the obligations giving rise to such Fixed Charges
         will not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

                  (1) the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, commissions,
         discounts and other fees and charges incurred in respect of letter of
         credit or bankers' acceptance financings, and net of the effect of all
         payments made or received pursuant to Hedging Obligations; plus

                  (2) the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

                                       7
<PAGE>

                  (3) any interest expense on Indebtedness of another Person
         that is Guaranteed by such Person or one of its Restricted Subsidiaries
         or secured by a Lien on assets of such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

                  (4) the product of (a) all dividends, whether paid or accrued
         and whether or not in cash, on any Disqualified Stock of such Person or
         any preferred stock of its Restricted Subsidiaries, other than
         dividends payable solely in Equity Interests (other than Disqualified
         Stock) of the Company or to the Company or a Restricted Subsidiary of
         the Company, times (b) a fraction, the numerator of which is one and
         the denominator of which is one minus the then current combined
         marginal federal, state and local income tax rate of such Person
         (taking into account the deductibility of state and local taxes for
         federal income tax purposes), expressed as a decimal, in each case, on
         a consolidated basis and in accordance with GAAP.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantors" means each of:

                  (1) each of the Company's direct and indirect Domestic
         Subsidiaries existing on the date of this Indenture; and

                  (2) any other Subsidiary that executes a Subsidiary Guarantee
         in accordance with the provisions of this Indenture,

and their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

                  (1) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements; and

                                       8
<PAGE>

                  (2) other agreements or arrangements designed to protect such
         Person against fluctuations in interest rates.

         "Holder" means a Person in whose name a Note is registered.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                  (1) in respect of borrowed money;

                  (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

                  (5) representing the balance deferred and unpaid of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                  (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.

                  The amount of any Indebtedness outstanding as of any date
shall be:

                  (1) the accreted value of the Indebtedness, in the case of any
         Indebtedness issued with original issue discount;

                  (2) the principal amount of the Indebtedness, together with
         any interest on the Indebtedness that is more than 30 days past due, in
         the case of any other Indebtedness;

                  (3) the lesser of the Indebtedness and the fair market value
         of the collateral asset, in the case of any Indebtedness of others
         secured by a Lien on any asset of the specified Person; and

                  (4) the lesser of the primary Indebtedness and any stated
         limit on recourse under the Guarantee, in the case of Indebtedness of
         others secured by a Guarantee of the specified Person.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $150,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

                                       9
<PAGE>

         "Initial Purchasers" means Banc of America Securities LLC, CIBC World
Markets Corp. and NatCity Investments.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

          "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
directors, officers, employees and consultants made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If the Company or any Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Subsidiary of the
Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Company's Investments in such Subsidiary that were not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.07 hereof. The acquisition by the Company or any of its Restricted
Subsidiaries of a Person that holds an Investment in a third Person shall be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investments held
by the acquired Person in such third Person in an amount determined as provided
in the final paragraph of Section 4.07 hereof, if the acquired Person becomes a
Restricted Subsidiary as a result of such acquisition and such third Person does
not become a Restricted Subsidiary as a result of such acquisition.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in any asset.

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

                  (1) any gain (but not loss), together with any related
         provision for taxes on such gain (but not loss), realized in connection
         with:

                           (a) any Asset Sale; or

                                       10
<PAGE>

                           (b) the disposition of any securities by such Person
                  or any of its Restricted Subsidiaries or the extinguishment of
                  any Indebtedness of such Person or any of its Restricted
                  Subsidiaries; and

                  (2) any extraordinary gain (but not loss), together with any
         related provision for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
(a) the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, (b) taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, (c)
amounts required to be applied to the repayment of Indebtedness, other than
Senior Debt secured by a Lien on the asset or assets that were the subject of
such Asset Sale, and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP, including pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, and (d) amounts required to be paid to any Person (other than
the Company or any Restricted Subsidiary) owning a beneficial interest in the
assets that are subject to the Asset Sale.

         "New Senior Credit Facility" means (1) prior to the consummation of the
Acquisition, the Company's existing credit facility as in effect on the date of
this Indenture; and (2) following the consummation of the Acquisition, that
certain Credit Agreement, dated as of the date of the consummation of the
Acquisition, by and among the Company, Bank of America, N.A., as administrative
agent, Banc of America Securities LLC, as co-lead arranger, and CIBC World
Markets Corp., as co-lead arranger, providing for $50.0 million of term loan
borrowings and up to $50.0 million of revolving credit borrowings, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, amended and
restated, supplemented, modified, renewed, refunded, replaced or refinanced from
time to time.

         "Non-Recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness) or (b) is directly or indirectly liable as a guarantor or
         otherwise;

                  (2) no default with respect to which (including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary) would permit upon notice,
         lapse of time or both any holder of any other Indebtedness of the
         Company or any of its Restricted Subsidiaries to declare a default on
         such other Indebtedness or cause the payment of the Indebtedness to be
         accelerated or payable prior to its stated maturity; and

                  (3) as to which the lenders have been notified in writing that
         they will not have any recourse to the stock or assets of the Company
         or any of its Restricted Subsidiaries (other than Equity Interests in
         an Unrestricted Subsidiary).

         "Non-U.S. Person" means a Person who is not a U.S. Person.

                                       11
<PAGE>

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

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

         "Offering Memorandum" means the Company's Offering Memorandum, dated
April 10, 2002.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 14.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 14.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business in which the Company and its
Restricted Subsidiaries or Tilia were engaged on the date of this Indenture, any
other business in the consumer products industry, including without limitation
food products, and any business reasonably related or complementary thereto.

         "Permitted Holder" means (i) Martin E. Franklin or Ian Ashken; (ii) any
member of the Family of Martin E. Franklin or Ian Ashken; (iii) any
conservatorship, custodianship or decedent's estate of any Person specified in
the foregoing clause (i) or (ii); (iv) any trust established for the benefit of
any Person specified in the foregoing clause (i) or (ii); or (v) any
corporation, limited liability company, partnership or other entity, the
controlling equity interests in which are held by or for the benefit of any one
or more Person specified in the foregoing clause (i) or (ii).

         "Permitted Investments" means:

                  (1) any Investment in the Company or in a Restricted
         Subsidiary of the Company;

                  (2) any Investment in Cash Equivalents;

                  (3) any Investment by the Company or any Subsidiary of the
         Company in a Person, if as a result of such Investment:

                           (a) such Person becomes a Restricted Subsidiary of
                  the Company; or

                                       12

<PAGE>

                           (b) such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company;

                  (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10 hereof;

                  (5) any acquisition of assets solely in exchange for the
         issuance of Equity Interests (other than Disqualified Stock) of the
         Company;

                  (6) accounts receivable and any Investments received in
         compromise of obligations incurred in the ordinary course of trade
         creditors or customers that were incurred in the ordinary course of
         business, including pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of any trade creditor or
         customer or upon foreclosure on any secured Investment;

                  (7) Hedging Obligations;

                  (8) other Investments in any Person having an aggregate fair
         market value (measured on the date each such Investment was made and
         without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause (8)
         since the date of this Indenture not to exceed $10.0 million in
         original amount at any time outstanding; and

                  (9) Investments by the Company or a Restricted Subsidiary of
         the Company in a Receivables Subsidiary in connection with a Qualified
         Receivables Transaction.

         "Permitted Liens" means:

                  (1) Liens on assets of the Company and its Restricted
         Subsidiaries securing Senior Debt;

                  (2) Liens in favor of the Company and its Restricted
         Subsidiaries;

                  (3) Liens on property of a Person existing at the time such
         Person is merged with or into or consolidated with the Company or any
         Restricted Subsidiary of the Company; provided that such Liens were in
         existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (4) Liens on property existing at the time of acquisition of
         the property by the Company or any Restricted Subsidiary of the
         Company; provided that such Liens were in existence prior to the
         contemplation of such acquisition;

                  (5) Liens securing reimbursement obligations with respect to
         letters of credit and surety or performance bonds issued in the
         ordinary course of business;

                  (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (vi) of the second paragraph of
         Section 4.09 hereof covering only the assets acquired with such
         Indebtedness;

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

                                       13
<PAGE>

                  (8) Liens on Equity Interests in Unrestricted Subsidiaries
         that secure Non-Recourse Debt; and

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

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                  (1) the principal amount (or accreted value, if applicable) of
         such Permitted Refinancing Indebtedness does not exceed the principal
         amount (or accreted value, if applicable) of the Indebtedness extended,
         refinanced, renewed, replaced, defeased or refunded (plus all accrued
         interest on the Indebtedness and the amount of all expenses and
         premiums incurred in connection therewith, including consent fees);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes or the Subsidiary Guarantees, such Permitted Refinancing
         Indebtedness has a final maturity date later than the final maturity
         date of the Notes, and is subordinated in right of payment to, the
         Notes or the Subsidiary Guarantees on terms at least as favorable to
         the Holders of the Notes as those contained in the documentation
         governing the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded; and

                  (4) such Indebtedness is incurred either by the Company, by
         the Restricted Subsidiary that is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded or by any
         intermediate Restricted Subsidiary.

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

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or such Restricted Subsidiary may
sell, convey or otherwise transfer to a Receivables Subsidiary accounts

                                       14
<PAGE>

receivable (whether now existing or arising in the future) and any assets
related thereto, including without limitation, all collateral securing such
accounts receivable, all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and all other assets
that are customarily transferred, or in respect of which security interests are
customarily granted, in connection with an asset securitization transaction
involving accounts receivable.

         "Receivables Subsidiary" means an Unrestricted Subsidiary of the
Company that engages in no activities other than in connection with financing of
accounts receivable and that is designated by the Board of Directors of the
Company as a Receivables Subsidiary. For purposes of the foregoing and the
definition of "Unrestricted Subsidiary," the making of Standard Securitization
Undertakings by the Company or any of its Restricted Subsidiaries shall not be
deemed inconsistent with qualifying as an Unrestricted Subsidiary. Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of the issuer giving effect to such designation and an
Officers' Certificate certifying, to the best of such officer's knowledge and
belief after consulting with counsel, that such designation complied with the
foregoing conditions.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of April 24, 2002, among the Company, the Guarantors and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

         "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have responsibility
for the administration of this Indenture.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

                                       15
<PAGE>

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

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated the Securities Act.

         "SEC" means the Securities and Exchange Commission.

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

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

         "Significant Subsidiary" means any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Standard Securitization Undertaking" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary of the Company that are reasonably customary in accounts
receivable transactions.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subordinated Seller Note due 2003" means the Company's Unsecured
Subordinated Seller Note due March 31, 2003 payable to Tilia International, Inc.
in the principal amount of $10.0 million issued in connection with the
Acquisition.

         "Subordinated Seller Note due 2004" means the Company's Unsecured
Subordinated Seller Note due ____, 2004 payable to Tilia International, Inc. in
the principal amount of $5.0 million issued in connection with the Acquisition.

         "Subordinated Seller Notes" means the Subordinated Seller Note due 2003
and the Subordinated Seller Note due 2004.

         "Subsidiary" means, with respect to any specified Person:

                  (1) any corporation, association or other business entity of
         which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof); and

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

                                       16
<PAGE>

         "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

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

         "Tilia" means Tilia International, Inc. and its subsidiaries, Tilia,
Inc. and Tilia Canada, Inc.

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

                  (3) is a Person with respect to which neither the Company nor
         any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results;

                  (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries; and

                  (5) has at least one director on its Board of Directors that
         is not a director or executive officer of the Company or any of its
         Restricted Subsidiaries and has at least one executive officer that is
         not a director or executive officer of the Company or any of its
         Restricted Subsidiaries.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and (i) shall be deemed to be
redesignated as a Restricted Subsidiary and (ii) any Indebtedness of such
Subsidiary shall be deemed to be incurred by a

                                       17
<PAGE>

Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09 hereof, the
Company shall be in default of Section 4.09. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation. Upon any such
designation as a Restricted Subsidiary, such Subsidiary, if it is a Domestic
Subsidiary, shall become a Guarantor and execute a supplemental Indenture.

         "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1) the sum of the products obtained by multiplying (x) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (y) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                    Defined in
        Term                                                          Section
        ----                                                          -------
        <S>                                                            <C>
        "Affiliate Transaction"...................................     4.11
        "Asset Sale Offer"........................................     3.10
        "Authentication Order"....................................     2.02
        "Change of Control Offer".................................     4.15
        "Change of Control Payment"...............................     4.15
        "Change of Control Payment Date"..........................     4.15
        "Collateral" .............................................     13.02
        "Covenant Defeasance".....................................     8.03
        "Deadline Date"...........................................     3.08
        "Designated Senior Debt"..................................     10.02
        "DTC".....................................................     2.03
        "Event of Default"........................................     6.01
        "Excess Proceeds".........................................     4.10
        "incur"...................................................     4.09
        "Legal Defeasance"........................................     8.02
        "Mandatory Redemption"....................................     3.08
        "Mandatory Redemption Date"...............................     3.08
        "Mandatory Redemption Price"..............................     3.08
        "New York UCC"............................................     13.03
</TABLE>

                                       18

<PAGE>

<TABLE>
<CAPTION>
                                                                    Defined in
        Term                                                          Section
        ----                                                          -------
        <S>                                                            <C>
        "Offer Amount"............................................     3.10
        "Offer Period"............................................     3.10
        "Paying Agent"............................................     2.03
        "Permitted Debt"..........................................     4.09
        "Permitted Junior Securities".............................     10.02
        "Pledged Property"........................................     3.08
        "Purchase Date"...........................................     3.10
        "Registrar"...............................................     2.03
        "Representative"..........................................     10.02
        "Restricted Payments".....................................     4.07
        "Secured Obligations".....................................     13.02
        "Senior Debt".............................................     10.02
        "Special Trust Account"...................................     13.01
</TABLE>

Section 1.03 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 of a Note;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

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

Section 1.04  Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

                  (5) "will" shall be interpreted to express a command;

                                       19
<PAGE>

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

                  (7) references to sections of or rules under the Securities
         Act shall be deemed to include substitute, replacement of successor
         sections or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof. The Notes shall be
dated the date of their authentication.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

         (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearsteam.

Section 2.02 Execution and Authentication.

         An Officer must sign the Notes for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

         A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

                                       20
<PAGE>

         The Trustee will, upon receipt of a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes.

         The Trustee may appoint an authenticating agent acceptable to the
Company 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 agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

         The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

         The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

         The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06 Transfer and Exchange.

                                       21
<PAGE>

         Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                   (1) the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary;

                   (2) the Company in its sole discretion determines that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; or

                   (3) there has occurred and is continuing a Default or Event
         of Default with respect to the Notes and beneficial owners holding
         interests representing an aggregate principal amount of at least 51% of
         such Notes represented by Global Notes advise the Trustee in writing
         that the continuation of a book-entry system through the Depositary is
         no longer in such owner's best interests.

         Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         If a Holder is an Institutional Accredited Investor or a if a Holder is
required to do so pursuant to any applicable law or regulation, such Holder may
obtain Definitive Notes upon written request in accordance with the Depositary's
and the Registrar's procedures and in accordance with this Section 2.06.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                   (1) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Global
         Note may not be made to a U.S. Person or for the account or benefit of
         a U.S. Person (other than an Initial Purchaser). Beneficial interests
         in any Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No

                                       22
<PAGE>

         written orders or instructions shall be required to be delivered to
         the Registrar to effect the transfers described in this Section
         2.06(b)(1).

                   (2) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(1) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either:

                        (A) both:

                             (i) a written order from a Participant or an
                        Indirect Participant given to the Depositary in
                        accordance with the Applicable Procedures directing the
                        Depositary to credit or cause to be credited a
                        beneficial interest in another Global Note in an amount
                        equal to the beneficial interest to be transferred or
                        exchanged; and

                             (ii) instructions given in accordance with the
                        Applicable Procedures containing information regarding
                        the Participant account to be credited with such
                        increase; or

                        (B) both:

                             (i) a written order from a Participant or an
                        Indirect Participant given to the Depositary in
                        accordance with the Applicable Procedures directing the
                        Depositary to cause to be issued a Definitive Note in an
                        amount equal to the beneficial interest to be
                        transferred or exchanged; and

                             (ii) instructions given by the Depositary to the
                        Registrar containing information regarding the Person in
                        whose name such Definitive Note shall be registered to
                        effect the transfer or exchange referred to in (1)
                        above. Upon consummation of an Exchange Offer by the
                        Company in accordance with Section 2.06(f) hereof, the
                        requirements of this Section 2.06(b)(2) shall be deemed
                        to have been satisfied upon receipt by the Registrar of
                        the instructions contained in the Letter of Transmittal
                        delivered by the Holder of such beneficial interests in
                        the Restricted Global Notes. Upon satisfaction of all of
                        the requirements for transfer or exchange of beneficial
                        interests in Global Notes contained in this Indenture
                        and the Notes or otherwise applicable under the
                        Securities Act, the Trustee shall adjust the principal
                        amount of the relevant Global Note(s) pursuant to
                        Section 2.06(h) hereof.

                   (3) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(2) above and the
         Registrar receives the following:

                        (A) if the transferee will take delivery in the form of
                   a beneficial interest in the 144A Global Note, then the
                   transferor must deliver a certificate in the form of Exhibit
                   B hereto, including the certifications in item (1) thereof;
                   and

                        (B) if the transferee will take delivery in the form of
                   a beneficial interest in the Regulation S Global Note, then
                   the transferor must deliver a certificate in the form of
                   Exhibit B hereto, including the certifications in item (2)
                   thereof.

                                       23
<PAGE>

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                                       24

<PAGE>

                  (1) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(a) thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

                                       25

<PAGE>

                  (2) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(2) hereof, the Trustee will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company will execute and the Trustee
         will authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(3) will be registered in such name or names and
         in such authorized denomination or denominations as the holder of such
         beneficial interest requests through instructions to the Registrar from
         or through the Depositary and the Participant or Indirect Participant.
         The Trustee will deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange

                                       26
<PAGE>

         for a beneficial interest pursuant to this Section 2.06(c)(3) will not
         bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (1) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

                  the Trustee will cancel the Restricted Definitive Note and
                  increase or cause to be increased the aggregate principal
                  amount of the Restricted Global Note.

                  (2) Restricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                                       27
<PAGE>

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the Holder of such Definitive Notes
                           proposes to exchange such Notes for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (ii) if the Holder of such Definitive Notes
                           proposes to transfer such Notes to a Person who shall
                           take delivery thereof in the form of a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (3) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee will cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                                       28
<PAGE>

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (1) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (2) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                       29
<PAGE>

                                    (ii) if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (3) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                  (1) one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes tendered into the Exchange
         Offer by Persons that certify in the applicable Letters of Transmittal
         that (A) they are not Broker-Dealers, (B) they are not participating in
         a distribution of the Exchange Notes and (z) they are not affiliates
         (as defined in Rule 144) of the Company; and

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive Notes
         accepted for exchange in the Exchange Offer.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

         (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (1) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT

                                       30
<PAGE>

THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF THE SECURITIES ACT) THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE
COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2) Global Note Legend. Each Global Note will bear a legend in
         substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

                                       31
<PAGE>

THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (1) To permit registrations of transfers and exchanges, the
         Company will execute and the Trustee will authenticate Global Notes and
         Definitive Notes upon receipt of an Authentication Order in accordance
         with Section 2.02 or at the Registrar's request.

                  (2) No service charge will be made to a Holder of a Global
         Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax or similar governmental charge
         payable in connection therewith (other than any such transfer taxes or
         similar governmental charge payable upon exchange or transfer pursuant
         to Sections 2.10, 3.06, 3.08, 3.10, 4.10, 4.15 and 9.05 hereof).

                  (3) The Registrar will not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

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

                  (5) The Company will not be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for

                                       32
<PAGE>

                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                  (6) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

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

                  (8) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

Section 2.07 Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

                                       33
<PAGE>

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned will be
so disregarded.

Section 2.10 Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
canceled Notes in its customary manner. Certification of the destruction of all
canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

Section 2.12 Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

                                       34

<PAGE>

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2) the redemption date;

                  (3) the principal amount of Notes to be redeemed; and

                  (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

                  (1) if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2) if the Notes are not listed on any national securities
         exchange, on a pro rata basis, by lot or by such method as the Trustee
         shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03 Notice of Redemption.

         Subject to the provisions of Section 3.10 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

         The notice will identify the Notes (including applicable CUSIP numbers)
to be redeemed and will state:

                  (1) the redemption date;

                                       35
<PAGE>

                  (2) the redemption price;

                  (3) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion will be issued upon
         cancellation of the original Note;

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

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (7) the paragraph of the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

                  (8) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Notes.

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Liquidated
Damages, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on

                                       36
<PAGE>

any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

         Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

         (a) At any time prior to May 1, 2005, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 109.750% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the red emption date, with the net cash proceeds of one or more Public Equity
Offerings; provided that:

                  (1) at least 65% of the aggregate principal amount of Notes
         issued under this Indenture remains outstanding immediately after the
         occurrence of such redemption (excluding Notes held by the Company and
         its Subsidiaries); and

                  (2) the redemption must occur within 45 days of the date of
         the closing of such Public Equity Offering.

         (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to May 1, 2007.

         (c) After May 1, 2007 the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on May 1
of the years indicated below:

<TABLE>
<CAPTION>
        Year                                                         Percentage
        ----                                                         ----------
        <S>                                                           <C>
        2007.....................................................     104.875%
        2008.....................................................     103.250%
        2009.....................................................     101.625%
        2010 and thereafter......................................     100.000%
</TABLE>

         (d) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08 Special Mandatory Redemption.

         (a) In the event that (i) the Acquisition is not consummated on or
prior to July 15, 2002 (the "Deadline Date"), (ii) the Company elects to abandon
the Acquisition on or prior to the Deadline Date or (iii) the Asset Purchase
Agreement is terminated on or prior to the Deadline Date, the Company shall
redeem on the applicable Mandatory Redemption Date all the Notes at a redemption
price equal to 101% of the principal amount thereof, together with accrued and
unpaid interest thereon to the date of redemption (the "Mandatory Redemption
Price") pursuant to this Section 3.08 and Article 13 hereof (the

                                       37
<PAGE>

"Mandatory Redemption"). "Mandatory Redemption Date" means (a) July 15,
2002, if the Acquisition has not been consummated on or prior to the Deadline
Date; and (b) the fifth Business Day following the occurrence of an event
described in clause (ii) or (iii) above. After the occurrence of the event
triggering such redemption, notice of Mandatory Redemption shall be mailed
promptly to the Trustee and each Holder of Notes at its registered address.

         (b) In the event that the Acquisition and the offering of the Initial
Notes do not close simultaneously, then, concurrently with the closing of the
offering of the Initial Notes, the Company shall deliver to the Trustee for
deposit in the Special Trust Account (hereinafter defined) the sum of
$143,529,000, the net proceeds received from the sale of the Notes (such
proceeds, the "Pledged Property"). All amounts to be deposited with the Trustee
shall be transferred by wire transfer of immediately available funds to the
following account:

                  THE BANK OF NEW YORK
                  ABA No.:  021000018
                  GLA No.:  111-565
                  Trust A/C No.  003471
                  A/C Name:  Alltrista Corp. Special Trust Account
                  Attention:  Julie Salovitch-Miller 212-328-7629

         (c) Promptly following the deposit of any funds into the Special Trust
Account, the Trustee shall invest such funds in the name of the Trustee in Cash
Equivalents. Prior to the earliest of the Mandatory Redemption Date, transfer of
the Collateral to the Company pursuant to Section 13.03(2)(b) and an Event of
Default, the Company shall provide written instructions to the Trustee as to the
specific Cash Equivalents in which funds are to be invested. All such amounts
shall remain so invested until the close of business on the Business Day prior
to any withdrawal by the Trustee pursuant to Section 13.03 hereof. All Cash
Equivalents from time to time credited to the Special Trust Account constituting
"security entitlements" as defined in Section 8-102(a)(17) of the New York UCC
(hereinafter defined) shall be held in the name of the Trustee and in no event
shall the Company be or be deemed to be the "entitlement holder" (as such term
is defined in as defined in Section 8-102(a)(7) of the New York UCC) with
respect thereto.

         (d) Other than as specifically provided in this Section 3.08, any
redemption pursuant to this Section 3.08 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.

Section 3.09 Mandatory Redemption.

         Except as set forth in Section 3.08 hereof, the Company is not required
to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.10 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain
open for a period of at least 20 Business Days following its commencement and
not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the

                                       38
<PAGE>

Company will apply all Excess Proceeds (the "Offer Amount") to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased will be made in the same manner as interest payments are
made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

         Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

                  (1) that the Asset Sale Offer is being made pursuant to this
         Section 3.10 and Section 4.10 hereof and the length of time the Asset
         Sale Offer will remain open;

                  (2) the Offer Amount, the purchase price and the Purchase
         Date;

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (4) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer will
         cease to accrue interest after the Purchase Date;

                  (5) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

                  (6) that Holders electing to have a Note purchased pursuant to
         any Asset Sale Offer will be required to surrender the Note, with the
         form entitled "Option of Holder to Elect Purchase" on the reverse of
         the Note completed, or transfer by book-entry transfer, to the Company,
         a Depositary, if appointed by the Company, or a Paying Agent at the
         address specified in the notice at least three days before the Purchase
         Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the expiration of the Offer Period, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of the Note the Holder
         delivered for purchase and a statement that such Holder is withdrawing
         his election to have such Note purchased;

                  (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Company will select the Notes and other pari passu
         Indebtedness to be purchased on a pro rata basis based on the principal
         amount of Notes and such other pari passu Indebtedness surrendered
         (with such adjustments as may be deemed appropriate by the Company so
         that only Notes in denominations of $1,000, or integral multiples
         thereof, will be purchased); and

                  (9) that Holders whose Notes were purchased only in part will
         be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

                                       39
<PAGE>

         On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.10. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

         Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.

         The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company will pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

         The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

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 (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange 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 at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

         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,
however, that no such designation or rescission will in any manner relieve

                                       40
<PAGE>

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 designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03 Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations
(together with any extensions granted by the SEC):

                  (1) all quarterly and annual financial information that would
         be required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Company were required to file such forms, including a
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" and, with respect to the annual information
         only, a report on the annual financial statements by the Company's
         certified independent accountants; and

                  (2) all current reports that would be required to be filed
         with the SEC on Form 8-K if the Company were required to file such
         reports.

         If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
(unless the SEC will not accept such a filing) within the time periods specified
in the SEC's rules and regulations (together with any extensions granted by the
SEC) and make such information available to securities analysts and prospective
investors upon request. The Company will at all times comply with TIA ss.
314(a).

         (b) For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of

                                       41

<PAGE>

this Indenture (or, if a Default or Event of Default has occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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

Section 4.05 Taxes.

         The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                  (1) declare or pay any dividend or make any other payment or
         distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends or

                                       42
<PAGE>

         distributions payable in Equity Interests (other than Disqualified
         Stock) of the Company or to the Company or a Restricted Subsidiary of
         the Company);

                  (2) purchase, redeem or otherwise acquire or retire for value
         (including without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company;

                  (3) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is subordinated to the Notes or the Subsidiary
         Guarantees, except a payment of interest (including any amount
         comparable to Liquidated Damages) or principal at the Stated Maturity
         of the Indebtedness; or

                  (4) make any Restricted Investment (all such payments and
         other actions set forth in these clauses (1) through (4) above being
         collectively referred to as "Restricted Payments"),

                  unless, at the time of and after giving effect to such
         Restricted Payment:

                  (1) no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;
         and

                  (2) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto as if such Restricted Payment
         had been made at the beginning of the applicable four-quarter period,
         have been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09; and

                  (3) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date of this Indenture (excluding
         Restricted Payments permitted by clauses (2), (3), (4) and (5) of
         paragraph (b) below), is less than the sum, without duplication of:

                           (A) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter commencing after the
                  date of this Indenture to the end of the Company's most
                  recently ended fiscal quarter for which internal financial
                  statements are available at the time of such Restricted
                  Payment (or, if such Consolidated Net Income for such period
                  is a deficit, less 100% of such deficit), plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company since the date of this Indenture as a
                  contribution to its common equity capital or from the issue or
                  sale of Equity Interests of the Company (other than
                  Disqualified Stock) or from the issue or sale of convertible
                  or exchangeable Disqualified Stock or convertible or
                  exchangeable debt securities of the Company that have been
                  converted into or exchanged for such Equity Interests (other
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Subsidiary of the Company), plus

                           (C) with respect to Restricted Investments made by
                  the Company and its Restricted Subsidiaries after the date of
                  this Indenture, an amount equal to the net reduction in such
                  Restricted Investments resulting from payments of interest on
                  Indebtedness, dividends, repayments of loans or advances or
                  other transfers of assets, in each case to the Company or any
                  such Restricted Subsidiary from any such Investment,


                                       43
<PAGE>

                  or from the net cash proceeds from the sale of any such
                  Investment, or from a redesignation of an Unrestricted
                  Subsidiary to a Restricted Subsidiary, but only if and to the
                  extent such amounts are not included in the calculation of
                  Consolidated Net Income and not to exceed the amount of the
                  Restricted Investment previously made by the Company or any
                  Restricted Subsidiary in such Person or Unrestricted
                  Subsidiary; provided that any amounts in excess of the amount
                  of the Restricted Investment previously made may be included
                  in the calculation of Consolidated Net Income otherwise
                  available under clause (A), plus;

                           (D) $5.0 million.

         (b) So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) will not prohibit:

                  (1) the payment of any dividend within 60 days after the date
         of declaration of the dividend, if at the date of declaration the
         dividend payment would have complied with the provisions of this
         Indenture;

                  (2) the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company in exchange
         for, or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Restricted Subsidiary of the Company) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (3)(B) of the preceding paragraph;

                  (3) the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Guarantor in exchange for, or with the net cash proceeds received from,
         the substantially concurrent sale of Permitted Refinancing
         Indebtedness;

                  (4) the payment of any dividend by a Restricted Subsidiary of
         the Company to the holders of its Equity Interests on a pro rata basis
         and the redemption, purchase, cancellation or other retirement of
         Equity Interests in a Restricted Subsidiary held by any Person other
         than the Company or a Subsidiary of the Company;

                  (5) the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company or any
         Restricted Subsidiary of the Company held by any member of the
         Company's (or any of its Restricted Subsidiaries') management pursuant
         to any management equity subscription agreement, stock option agreement
         or similar agreement; provided that the aggregate price paid for all
         such repurchased, redeemed, acquired or retired Equity Interests shall
         not exceed $1.0 million in any twelve-month period and $5.0 million in
         the aggregate; and

                  (6) prepayments on the Subordinated Seller Note due 2004 in
         accordance with its terms as in effect on the date of this Indenture.

         The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal

                                       44
<PAGE>

or investment banking firm of national standing if the fair market value exceeds
$1.0 million. Not later than the date of making any Restricted Payment, the
Company will deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

              (1) pay dividends or make any other distributions on its Capital
         Stock to the Company or any of its Restricted Subsidiaries, or with
         respect to any other interest or participation in, or measured by, its
         profits, or pay any indebtedness owed to the Company or any of its
         Restricted Subsidiaries;

              (2) make loans or advances to the Company or any of its Restricted
         Subsidiaries; or

              (3) transfer any of its properties or assets to the Company or any
         of its Restricted Subsidiaries.

         (b) The restrictions in Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

              (1) agreements governing Existing Indebtedness and the New Senior
         Credit Facility as in effect on the date of this Indenture and any
         amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings thereof; provided
         that such amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings are no more
         restrictive, taken as a whole, with respect to such dividend and other
         payment restrictions than those contained such agreements, as in effect
         on the date of this Indenture;

              (2) this Indenture, the Notes and the Subsidiary Guarantees;

              (3) applicable law;

              (4) any instrument governing Indebtedness or Capital Stock of a
         Person acquired by the Company or any of its Restricted Subsidiaries as
         in effect at the time of such acquisition (except to the extent such
         Indebtedness or Capital Stock was incurred in connection with or in
         contemplation of such acquisition), which encumbrance or restriction is
         not applicable to any Person, or the properties or assets of any
         Person, other than the Person, or the property or assets of the Person,
         so acquired; provided that, in the case of Indebtedness, such
         Indebtedness was permitted by the terms of this Indenture to be
         incurred;

              (5) customary non-assignment provisions in leases, licenses and
         other agreements entered into in the ordinary course of business and
         consistent with past practices;

              (6) purchase money obligations for property acquired in the
         ordinary course of business that impose restrictions on the property so
         acquired of the nature described in clause (3) of Section 4.08(a);

                                       45
<PAGE>

              (7) any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending its sale or other disposition;

              (8) Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

              (9) Liens securing Indebtedness otherwise permitted to be incurred
         under Section 4.12 hereof that limit the right of the debtor to dispose
         of the assets subject to such lien;

              (10) provisions with respect to the disposition or distribution of
         assets or property in joint venture agreements , asset sale agreements,
         stock sale agreements and other similar agreements entered into in the
         ordinary course of business; and

              (11) restrictions on cash or other deposits or net worth imposed
         by customers under contracts entered into in the ordinary course of
         business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt), and the Company's Restricted
Subsidiaries may incur Indebtedness or issue preferred stock, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
preferred stock is issued would have been at least 2.0 to 1, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred or the preferred stock had
been issued, as the case may be, at the beginning of such four-quarter period.

         (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

              (1) the incurrence by the Company and any of its Restricted
         Subsidiaries of Indebtedness and letters of credit under the New Senior
         Credit Facility in an aggregate principal amount at any one time
         outstanding under this clause (1) (with letters of credit being deemed
         to have a principal amount equal to the maximum potential liability of
         the Company and its Restricted Subsidiaries thereunder) not to exceed
         $100.0 million less the aggregate amount of all commitment reductions
         with respect to any revolving credit borrowings that have been made by
         the Company or any of its Restricted Subsidiaries since the date of
         this Indenture;

              (2) the incurrence by the Company and its Restricted Subsidiaries
         of Existing Indebtedness;

              (3) the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Subsidiary
         Guarantees to be issued on the date of this Indenture and the Exchange
         Notes and the related Subsidiary Guarantees to be issued pursuant to
         the Registration Rights Agreement;

                                       46
<PAGE>

              (4) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness of Tilia assumed as part of the
         Acquisition; provided that such Indebtedness was not incurred in
         connection with or in contemplation of the Acquisition;

              (5) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness in an amount not to exceed $15.0 million
         pursuant to promissory notes issued to the shareholders of Tilia in
         payment of a portion of the consideration for the Acquisition; provided
         that such Indebtedness is subordinated to the Notes to at least the
         same extent as the Notes are subordinated to Senior Debt;

              (6) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case,
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property, plant or
         equipment used in the business of the Company or such Restricted
         Subsidiary, in an aggregate principal amount, including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (6), not to exceed $10.0
         million at any time outstanding;

              (7) the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to refund, refinance or replace
         Indebtedness (other than intercompany Indebtedness) that was permitted
         by this Indenture to be incurred under Section 4.09(a) or clauses (2),
         (3), (4), (5), (6), (7) or (12) of this Section 4.09(b);

              (8) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Subsidiaries; provided, however, that:

                   (A) if the Company or any Guarantor is the obligor on such
              Indebtedness, such Indebtedness must be expressly subordinated to
              the prior payment in full in cash of all Obligations with respect
              to the Notes, in the case of the Company, or the Subsidiary
              Guarantee, in the case of a Guarantor; and

                   (B) (1) any subsequent issuance or transfer of Equity
              Interests that results in any such Indebtedness being held by a
              Person other than the Company or a Restricted Subsidiary thereof
              and (2) any sale or other transfer of any such Indebtedness to a
              Person that is not either the Company or a Restricted Subsidiary
              thereof, will be deemed, in each case, to constitute an incurrence
              of such Indebtedness by the Company or such Restricted Subsidiary,
              as the case may be, that was not permitted by this clause (8);

              (9) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred for the purpose
         of fixing, swapping or hedging interest rate risk with respect to any
         Indebtedness that is permitted by the terms of this Indenture to be
         outstanding;

              (10) the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09;

              (11) the accrual of interest, the accretion or amortization of
         original issue discount, the payment of interest on any Indebtedness in
         the form of additional Indebtedness with the same terms, and the
         payment of dividends on Disqualified Stock in the form of additional
         shares of the

                                       47
<PAGE>

         same class of Disqualified Stock shall not be deemed to be an
         incurrence of Indebtedness or an issuance of Disqualified Stock for
         purposes of this Section 4.09; provided, in each such case, that the
         amount thereof is included in Fixed Charges of the Company as accrued;
         and

              (12) the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness in an aggregate principal
         amount (or accreted value, as applicable) at any time outstanding,
         including all Permitted Refinancing Indebtedness incurred to refund,
         refinance or replace any Indebtedness incurred pursuant to this clause
         (12), not to exceed $25.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (12) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under the New Senior Credit
Facility outstanding on the date on which Notes are first issued and
authenticated under this Indenture will be deemed to have been incurred on such
date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt.

Section 4.10 Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

              (1) the Company or the Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the fair
         market value of the assets or Equity Interests issued or sold or
         otherwise disposed of;

              (2) the fair market value is determined by the Company's Board of
         Directors and evidenced by a resolution of the Board of Directors set
         forth in an Officers' Certificate delivered to the Trustee; and

              (3) at least 75% of the consideration therefor received by the
         Company or such Restricted Subsidiary is in the form of cash. For
         purposes of this provision, each of the following shall be deemed to be
         cash:

                   (A) any liabilities, as shown on the Company's most recent
              consolidated balance sheet, of the Company or any Restricted
              Subsidiary (other than contingent liabilities and liabilities that
              are by their terms subordinated to the Notes or any Subsidiary
              Guarantee) that are assumed by the transferee of any such assets
              pursuant to a customary novation agreement that releases the
              Company or such Restricted Subsidiary from further liability;

                   (B) any securities, notes or other obligations received by
              the Company or any such Restricted Subsidiary from such transferee
              that within 30 days are converted by the Company or such
              Restricted Subsidiary into cash, to the extent of the cash
              received in that conversion; and

                   (C) long-term assets that are used or useful in a Permitted
              Business.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

                                       48
<PAGE>

              (1) to repay Senior Debt and, if the Senior Debt repaid is
         revolving credit Indebtedness, to correspondingly reduce commitments
         with respect thereto to the extent required by such revolving credit
         Indebtedness;

              (2) to acquire all or substantially all of the assets of, or a
         majority of the Voting Stock of, another Permitted Business;

              (3) to make a capital expenditure; or

              (4) to acquire other long-term assets that are used or useful in a
         Permitted Business.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5.0 million, within 30 days
thereof, the Company will make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets in accordance with
Section 3.10 hereof to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consumption of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the aggregate principal amount of Notes
and such other pari passu Indebtedness properly tendered. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.10 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11 Transactions with Affiliates.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each an "Affiliate Transaction"), unless:

              (1) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

                                       49
<PAGE>

              (2) the Company delivers to the Trustee:

                   (A) with respect to any Affiliate Transaction or series of
              related Affiliate Transactions involving aggregate consideration
              in excess of $1.0 million, a resolution of the Board of Directors
              set forth in an Officers' Certificate certifying that such
              Affiliate Transaction complies with this Section 4.11 and that
              such Affiliate Transaction has been approved by a majority of the
              disinterested members of the Board of Directors; and

                   (B) with respect to any Affiliate Transaction or series of
              related Affiliate Transactions involving aggregate consideration
              in excess of $10.0 million, an opinion as to the fairness to the
              Company of such Affiliate Transaction from a financial point of
              view issued by an accounting, appraisal or investment banking firm
              of national standing.

         (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

              (1) any employment or consulting agreement entered into by the
         Company or any of its Restricted Subsidiaries in the ordinary course of
         business and consistent with the past practice of the Company or such
         Restricted Subsidiary;

              (2) transactions between or among the Company and/or its
         Restricted Subsidiaries;

              (3) transactions with a Person that is an Affiliate of the Company
         solely because the Company owns an Equity Interest in, or controls,
         such Person;

              (4) payment of reasonable fees and compensation to, and indemnity
         provided on behalf of, directors and officers of the Company;

              (5) sales of Equity Interests (other than Disqualified Stock) to
         Affiliates of the Company;

              (6) Restricted Payments that are permitted by Section 4.07 hereof;
         and

              (7) transfers of accounts receivable and related assets to a
         Receivables Subsidiary in connection with a Qualified Receivables
         Transaction and the charging of fees and expenses in the ordinary
         course of business in connection with such transfers; and

              (8) Permitted Investments.

Section 4.12 Liens.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness for money borrowed on any asset
now owned or hereafter acquired, except Permitted Liens.

Section 4.13 Line of Business.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business activities other than in a Permitted
Business.

Section 4.14 Corporate Existence.

                                       50
<PAGE>

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

              (1) its corporate existence, and the corporate, partnership or
         other existence of each of its Subsidiaries, in accordance with the
         respective organizational documents (as the same may be amended from
         time to time) of the Company or any such Subsidiary; and

              (2) the rights (charter and statutory), licenses and franchises of
         the Company and its Subsidiaries; provided, however, that the Company
         shall not be required to preserve any such right, license or franchise,
         or the corporate, partnership or other existence of any of its
         Subsidiaries, if the Board of Directors shall determine that the
         preservation thereof is no longer desirable in the conduct of the
         business of the Company and its Subsidiaries, taken as a whole, and
         that the loss thereof is not adverse in any material respect to the
         Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company will make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes
at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages on the Notes repurchased, if
any, to the date of purchase (the "Change of Control Payment"). Within ten days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

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

              (2) the purchase price and the purchase date, which shall be no
         later than 30 business days and no later than 60 days from the date
         such notice is mailed (the "Change of Control Payment Date");

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

              (4) that, unless the Company defaults in the payment of the Change
         of Control Payment, all Notes accepted for payment pursuant to the
         Change of Control Offer will cease to accrue interest after the Change
         of Control Payment Date;

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

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

                                       51
<PAGE>

              (7) 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, which unpurchased portion must be
         equal to $1,000 in principal amount or an integral multiple thereof.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.10 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.10 or this Section 4.15 by virtue
of such conflict.

         (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

              (1) accept for payment all Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer;

              (2) deposit with the Paying Agent an amount equal to the Change of
         Control Payment in respect of all Notes or portions of Notes properly
         tendered; and

              (3) deliver or cause to be delivered to the Trustee the Notes so
         accepted together with an Officers' Certificate stating the aggregate
         principal amount of Notes or portions of Notes being purchased by the
         Company.

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         Prior to complying with any of the provisions of this Section 4.15, but
in any event within 70 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite waivers and
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this Section 4.15.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.10 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.

Section 4.16 No Senior Subordinated Debt.

         The Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

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<PAGE>

Section 4.17 Payments for Consent.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18 Additional Subsidiary Guarantees.

         If the Company or any of its Subsidiaries acquires or creates a
Domestic Subsidiary after the date of this Indenture, then the Company will
cause that newly acquired or created Domestic Subsidiary to execute a Subsidiary
Guarantee pursuant to a supplemental indenture in the form attached as Exhibit F
hereto and deliver an Opinion of Counsel that is satisfactory to the Trustee
within 30 days of the date on which it was acquired or created to the effect
that such supplemental indenture has been duly authorized, executed and
delivered by that Domestic Subsidiary and constitutes a valid and binding
agreement of that Domestic Subsidiary, enforceable in accordance with its terms
(subject to customary exceptions). The form of such Subsidiary Guarantee is
attached as Exhibit E hereto.

Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

         (a) The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if that designation would not cause a Default. If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary to be designated shall be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under the first paragraph of
Section 4.07 hereof or Permitted Investments, as determined by the Company. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Upon its designation as an Unrestricted Subsidiary, it
shall cease to be a Guarantor and its Subsidiary Guarantee shall be released.

         (b) The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default. If
an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, an amount
equal to the lesser of the aggregate fair market value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary to be redesignated and the amount of all such Investments shall be
deemed to be recovered in cash as of the time of the redesignation and will
increase the amounts available for (1) Restricted Payments under the first
paragraph of Section 4.07 hereof and (2) Permitted Investments in proportion to
the amount of the Company's and its Restricted Subsidiaries' Investments in such
Subsidiary that were Restricted Payments and Permitted Investments. Upon any
such redesignation or other designation as a Restricted Subsidiary, such
Subsidiary shall become a Guarantor and execute a Subsidiary Guarantee.

Section 4.20 Amendment of Subordinated Seller Notes

         Without the consent of the Holders of at least a majority in principal
amount of Notes then outstanding, the Company will not agree to amend or modify
the Subordinated Seller Notes in any manner that would result in the
Subordinated Seller Notes not being subordinated to the Notes to at least the
same extent as the Notes are subordinated to Senior Debt, or that would
accelerate any payment of the Subordinated Seller Notes or increase the interest
rate on the Subordinated Seller Notes.

                                       53
<PAGE>

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

              (1) either:

                   (A) the Company is the surviving corporation; or

                   (B) the Person formed by or surviving any such consolidation
              or merger (if other than the Company) or to which such sale,
              assignment, transfer, conveyance or other disposition has been
              made is a corporation organized or existing under the laws of the
              United States, any state of the United States or the District of
              Columbia;

              (2) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition shall have been
         made assumes all the obligations of the Company under the Notes, this
         Indenture and the Registration Rights Agreement pursuant to agreements
         reasonably satisfactory to the Trustee;

              (3) immediately after such transaction, no Default or Event of
         Default exists; and

              (4) the Company or the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         sale, assignment, transfer, conveyance or other disposition has been
         made would, on the date of such transaction after giving pro forma
         effect thereto and any related financing transactions as if the same
         had occurred at the beginning of the applicable four-quarter period, be
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
         hereof.

         In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries that are Guarantors.

Section 5.02 Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the

                                       54
<PAGE>

Notes except in the case of a sale of all of the Company's assets in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

         Each of the following is an "Event of Default":

              (1) the Company defaults for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes whether
         or not prohibited by the subordination provisions of this Indenture;

              (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on the Notes (including, but not limited to, amounts due in connection
         with Mandatory Redemption), whether or not prohibited by the
         subordination provisions of this Indenture;

              (3) the Company or any of its Subsidiaries fails to comply with
         the provisions of Section 4.10 (other than the requirement that the
         resolution of the Board of Directors pursuant to clause (2) of the
         first paragraph of Section 4.10 be set forth in an Officers'
         Certificate delivered to the Trustee, with respect to which the Event
         of Default described in clause (5) of the paragraph will apply), 4.15
         or 5.01 hereof;

              (4) the Company or any of its Subsidiaries fails to comply with
         the provisions of Section 4.07 or 4.09 and such failure continues for
         30 days;

              (5) the Company or any of its Subsidiaries fails to observe or
         perform any other covenant, representation, warranty or other agreement
         in this Indenture or the Notes for 60 days after notice to the Company
         by the Trustee or the Holders of at least 25% in aggregate principal
         amount of the Notes then outstanding voting as a single class;

              (6) a default occurs under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries), whether such
         Indebtedness or guarantee now exists, or is created after the date of
         this Indenture, if that default:

                   (A) is caused by a failure to pay principal of, or interest
              or premium, if any, on such Indebtedness prior to the expiration
              of the grace period provided in such Indebtedness on the date of
              such default (a "Payment Default"); or

                   (B) results in the acceleration of such Indebtedness prior to
              its express maturity,

              and, in each case, the principal amount of any such Indebtedness,
              together with the principal amount of any other such Indebtedness
              under which there has been a Payment Default or the maturity of
              which has been so accelerated, aggregates $10.0 million or more;

                                       55
<PAGE>

              (7) a final judgment or final judgments for the payment of money
         are entered by a court or courts of competent jurisdiction against the
         Company or any Restricted Subsidiary, which judgment or judgments are
         not paid, discharged or stayed for a period of 60 days; provided that
         the aggregate of all such undischarged judgments exceeds $10.0 million
         (to the extent not insured); and

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

                   (A) commences a voluntary case,

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

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

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

                   (E) generally is not paying its debts as they become due; or

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

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

                   (B) appoints a custodian of the Company, any Restricted
              Subsidiary that is a Significant Subsidiary or any group of
              Restricted Subsidiaries that, taken as a whole, would constitute a
              Significant Subsidiary or for all or substantially all of the
              property of the Company, any Restricted Subsidiary that is a
              Significant Subsidiary or any group of Restricted Subsidiaries
              that, taken as a whole, would constitute a Significant Subsidiary;
              or

                   (C) orders the liquidation of the Company, any Restricted
              Subsidiary that is a Significant Subsidiary or any group of
              Restricted Subsidiaries that, taken as a whole, would constitute a
              Significant Subsidiary;

              and the order or decree remains unstayed and in effect for 60
              consecutive days; or

              (10) except as permitted by this Indenture, any Subsidiary
         Guarantee is held in any judicial proceeding to be unenforceable or
         invalid or shall cease for any reason to be in full force and effect or
         any Guarantor, or any Person acting on behalf of any Guarantor, shall
         deny or disaffirm its obligations under its Subsidiary Guarantee.

Section 6.02 Acceleration.

         In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary, all outstanding

                                       56
<PAGE>

Notes will become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.

         Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any
of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

         If an Event of Default occurs on or after May 1, 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to May 1, 2007 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on May 1 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
        YEAR                                              PERCENTAGE
        ----                                              ----------
        <S>                                                <C>
        2002............................................   109.750%
        2003............................................   108.775%
        2004............................................   107.800%
        2005............................................   106.825%
        2006............................................   105.850%
</TABLE>

Section 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and 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. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or

                                       57
<PAGE>

Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal (including redemption or
purchase price) of, premium and Liquidated Damages, if any, or interest on, the
Notes (including in connection with an offer to purchase); provided, however,
that at any time after a declaration of acceleration under this Indenture, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee, the Holders of a majority in aggregate principal amount of the
outstanding Notes, by written notice to the Company and the Trustee, may rescind
such declaration and its consequences if:

              (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay (A) all overdue interest on all Notes, (B) all unpaid
         principal of (and premium, if any, on) any outstanding Notes that has
         become due, other than by such declaration of acceleration, and
         interest thereon at the rate borne by the Notes, (C) to the extent that
         payment of such interest is lawful, interest upon overdue interest and
         overdue principal at the rate borne by the Notes, and (D) all sums paid
         or advanced by the Trustee under this Indenture and the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel; and

              (2) all Events of Default, other than the non-payment of amounts
         of principal of (or premium, if any, on), or interest on, the Notes
         that have become due solely by such declaration of acceleration, have
         been cured or waived.

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

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 impair any right consequent thereon.

Section 6.05 Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06 Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

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

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

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

              (4) the Trustee does not comply with the request within 60 days
         after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                                       58
<PAGE>

              (5) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), 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 specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest 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 is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian 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 agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, 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 6, it shall
pay out the money in the following order:

                                       59
<PAGE>

              First: to the Trustee, its agents and attorneys for amounts due
         under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

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

              Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, 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 of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

              (1) the duties of the Trustee will be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this Indenture and no
         others, and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

              (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, with respect to opinions and certificates
         specifically required to be furnished to it by any provision hereunder,
         the Trustee will examine the certificates and opinions to determine
         whether or not they conform to the requirements of this Indenture (but
         need not confirm or investigate the accuracy of any mathematical
         calculations or other facts stated therein).

                                       60
<PAGE>

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

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

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

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

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

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

Section 7.02 Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection and the advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

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

         (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

         (f) The Trustee will 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 have offered to the Trustee reasonable
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

                                       61
<PAGE>

         (g) The Trustee will not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event that is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture. The Trustee shall be
deemed to have actual knowledge of the failure of the Company to pay any
principal of, or accrued interest or Liquidated Damages on, the Notes when due.

         (h) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

         (i) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium (including
redemption or purchase price) or Liquidated Damages, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be

                                       62
<PAGE>

transmitted). The Trustee also will comply with TIA ss. 313(b)(2). The Trustee
will also transmit by mail all reports as required by TIA ss. 313(c).

         (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA ss. 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.

Section 7.07 Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         (b) The Company and the Guarantors, jointly and severally, will
indemnify the Trustee against any and all losses, liabilities, claims, damages
or expenses incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, the Guarantors or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability, claim, damage
or expense is determined by a court of competent jurisdiction to have been
caused by its own negligence or willful misconduct. The Trustee will notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company will not relieve the Company or any of the
Guarantors of their obligations hereunder. The Company or such Guarantor will
defend the claim and the Trustee will cooperate in the defense. The Trustee may
have separate counsel and the Company will pay the reasonable fees and expenses
of such counsel. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

         (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

         (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         (f) The Trustee will comply with the provisions of TIAss. 313(b)(2) to
the extent applicable.

Section 7.08 Replacement of Trustee.

                                       63
<PAGE>

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

              (2) the Trustee is adjudged a bankrupt or an insolvent or an order
         for relief is entered with respect to the Trustee under any Bankruptcy
         Law;

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

              (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state

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authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:

              (1) the rights of Holders of outstanding Notes to receive payments
         in respect of the principal of, or interest or premium and Liquidated
         Damages, if any, on such Notes when such payments are due from the
         trust referred to in Section 8.04 hereof;

              (2) the Company's obligations with respect to such Notes under
         Article 2 and Section 4.02 hereof;

              (3) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's and the Guarantors'obligations in
         connection therewith; and

              (4) this Article 8.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

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Section 8.03 Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and
clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Subsidiary
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby.
In addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6)
hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

              (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in United States dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium and Liquidated Damages, if any, and interest on the
         outstanding Notes on the stated date for payment thereof or on the
         applicable redemption date, as the case may be, and the Company must
         specify whether the Notes are being defeased to maturity or to a
         particular redemption date;

              (2) in the case of an election under Section 8.02 hereof, the
         Company has delivered to the Trustee an Opinion of Counsel in the
         United States reasonably acceptable to the Trustee confirming that:

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

                   (B) since the date of this Indenture, there has been a change
              in the applicable federal income tax law,

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

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                   (3) in the case of an election under Section 8.03 hereof, the
              Company must deliver to the Trustee an Opinion of Counsel in the
              United States reasonably acceptable to the Trustee confirming that
              the Holders of the outstanding Notes will not recognize income,
              gain or loss for federal income tax purposes as a result of such
              Covenant Defeasance and will be subject to federal income tax on
              the same amounts, in the same manner and at the same times as
              would have been the case if such Covenant Defeasance had not
              occurred;

                   (4) no Default or Event of Default shall have occurred and be
              continuing on the date of such deposit and after giving effect
              thereto;

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

                   (6) the Company must deliver to the Trustee an Officers'
              Certificate stating that the deposit was not made by the Company
              with the intent of preferring the Holders of Notes over the other
              creditors of the Company with the intent of defeating, hindering,
              delaying or defrauding any other creditors of the Company or
              others; and

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

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

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<PAGE>

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Subsidiary Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Liquidated Damages, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

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

              (2) to provide for uncertificated Notes in addition to or in place
         of certificated Notes or to alter the provisions of Article 2 hereof
         (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

              (3) to provide for the assumption of the Company's or a
         Guarantor's obligations to the Holders of the Notes by a successor to
         the Company pursuant to Article 5 or Article 11 hereof;

              (4) to make any change that would provide any additional rights or
         benefits to the Holders of the Notes or that does not adversely affect
         the legal rights hereunder of any Holder of the Note;

              (5) to comply with requirements of the SEC in order to effect or
         maintain the qualification of this Indenture under the TIA;

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<PAGE>

              (6) to provide for the issuance of Additional Notes in accordance
         with the limitations set forth in this Indenture as of the date hereof;
         or

              (7) to allow any Guarantor to execute a supplemental indenture
         and/or a Subsidiary Guarantee with respect to the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.10, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes (including, without limitation, Additional Notes, if any) then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium or Liquidated Damages, if any, or interest
on the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). In addition, any amendment to,
or waiver of, the provisions of Article 10 that adversely affects the rights of
the Holders of the Notes will require the consent of the Holders of at least 75%
in aggregate principal amount of Notes then outstanding. Section 2.08 hereof
shall determine which Notes are considered to be "outstanding" for purposes of
this Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount

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of the Notes then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

              (2) reduce the principal of or change the fixed maturity of any
         Note or alter or waive any of the provisions with respect to the
         redemption of the Notes (except as provided above with respect to
         Article 10 hereof);

              (3) reduce the rate of or change the time for payment of interest,
         including default interest, on any Note;

              (4) waive a Default or Event of Default in the payment of
         principal (including redemption or purchase price) of or premium or
         Liquidated Damages, if any, or interest on the Notes (except a
         rescission of acceleration of the Notes by the Holders of at least a
         majority in aggregate principal amount of the then outstanding Notes
         and a waiver of the payment default that resulted from such
         acceleration);

              (5) make any Note payable in money other than that stated in the
         Notes;

              (6) make any change in Section 6.04 or 6.07 hereof or in the
         foregoing amendment and waiver provisions;

              (7) waive a redemption payment with respect to any Note (other
         than a payment required by Section 3.08, 3.10, 4.10 or 4.15); or

              (8) release any Guarantor from any of its obligations under its
         Subsidiary Guarantee or this Indenture, except in accordance with the
         terms of this Indenture.

Section 9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee

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shall, upon receipt of an Authentication Order, authenticate new Notes that
reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
14.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01 Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02 Certain Definitions.

         "Designated Senior Debt" means:

              (1) any Indebtedness outstanding under the New Senior Credit
         Facility; and

              (2) after payment in full of all Obligations under the New Senior
         Credit Facility, any other Senior Debt permitted under this Indenture
         the outstanding principal amount of which is $25.0 million or more and
         that has been designated by the Company as "Designated Senior Debt."

         "Permitted Junior Securities" means:

              (1) Equity Interests in the Company or any Guarantor or any
         successor to either of the foregoing; or

              (2) debt securities that are subordinated to all Senior Debt and
         any debt securities issued in exchange for Senior Debt to substantially
         the same extent as, or to a greater extent than, the Notes and the
         Subsidiary Guarantees are subordinated to Senior Debt under this
         Indenture.

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

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         "Senior Debt" means:

              (1) all Indebtedness of the Company or any Guarantor outstanding
         under the New Senior Credit Facility and all Hedging Obligations with
         respect thereto;

              (2) any other Indebtedness of the Company or any Guarantor
         permitted to be incurred under the terms of this Indenture, unless the
         instrument under which such Indebtedness is incurred expressly provides
         that it is subordinated to any Senior Debt or on a parity with or
         subordinated in right of payment to the Notes or any Subsidiary
         Guarantee, and

              (3) all Obligations with respect to the items listed in the
         preceding clauses (1) and (2).

         Notwithstanding anything to the contrary in the foregoing, Senior Debt
will not include:

              (1) any liability for federal, state, local or other taxes owed or
         owing;

              (2) any intercompany Indebtedness of the Company or any of its
         Subsidiaries to the Company or any of its Affiliates;

              (3) any trade payables;

              (4) the portion of any Indebtedness that is incurred in violation
         of this Indenture; or

              (5) Indebtedness which, when incurred and without respect to any
         election under Section 1111(b) of Title 11, United States Code, is
         without recourse to the Company or any Guarantor.

Section 10.03 Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

              (1) holders of Senior Debt will be entitled to receive payment in
         full of all Obligations due in respect of such Senior Debt (including
         interest after the commencement of any bankruptcy proceeding at the
         rate specified in the applicable Senior Debt) before the Holders of
         Notes will be entitled to receive any payment with respect to the Notes
         (except that Holders of Notes may receive and retain Permitted Junior
         Securities and payments made from any defeasance trust created pursuant
         to Section 8.01 hereof); and

              (2) until all Obligations with respect to Senior Debt (as provided
         in clause (1) above) are paid in full, any distribution to which
         Holders would be entitled but for this Article 10 will be made to
         holders of Senior Debt (except that Holders of Notes may receive and
         retain Permitted Junior Securities and payments made from any
         defeasance trust created pursuant to Section 8.01 hereof), as their
         interests may appear.

A distribution may consist of cash, securities or other property, by set-off or
otherwise.

Section 10.04 Default on Designated Senior Debt.

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<PAGE>

         (a) The Company may not make any payment or distribution to the Trustee
or any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

              (1) payment default on Designated Senior Debt occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior Debt; or

              (2) any other default occurs and is continuing on any series of
         Designated Senior Debt that permits holders of that series of
         Designated Senior Debt to accelerate its maturity and the Trustee and
         the Company receive a notice of such default (a "Payment Blockage
         Notice") from the holders of any Designated Senior Debt (or their
         Representatives). If the Trustee receives any such Payment Blockage
         Notice, no subsequent Payment Blockage Notice will be effective for
         purposes of this Section unless and until (A) at least 360 days have
         elapsed since the delivery of the immediately prior Payment Blockage
         Notice and (B) all scheduled payments of principal, premium and
         Liquidated Damages, if any, and interest on the Notes that have come
         due have been paid in full in cash.

         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice.

         (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

              (1) in the case of a payment default, upon the date upon which
         such default is cured or waived, or

              (2) in the case of a nonpayment default, upon the earlier of the
         date on which such nonpayment default is cured or waived or 179 days
         after the date on which the applicable Payment Blockage Notice is
         received, unless the maturity of any Designated Senior Debt has been
         accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.05 Occurrence of an Event of Default.

         The Company will promptly notify holders of Senior Debt (or their
Representative) upon the occurrence of an Event of Default.

Section 10.06 When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the payment is prohibited by this Article 10 and the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.04 hereof, such payment will be held by the Trustee or
such Holder, in trust for the benefit of, and will be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests

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may appear or their Representative under the agreement, indenture or other
document (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.07 Notice by Company.

         The Company will promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.08 Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.09 Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:

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

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

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

         If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.10 Subordination May Not Be Impaired by Company.

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         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes may be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.11 Distribution or Notice to or by Representative.

         Whenever a distribution is to be made or a notice given to or by
holders of Senior Debt, the distribution may be made and the notice given to or
by their Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes will be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt 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 10.

Section 10.12 Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee will not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

Section 10.13 Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.14 Amendments.

         The provisions of this Article 10 may not be amended or modified
without the written consent of the holders of Senior Debt, as required under the
agreement, indenture or other document (if any) governing such Senior Debt. In
addition, any amendment to, or waiver of, the provisions of this Article 10 that
adversely affects the rights of the Holders of the Notes will require the
consent of the Holders of at least 75% in aggregate principal amount of Notes
then outstanding.

Section 10.15 Trustee Not Fiduciary for Holders of Senior Debt.

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         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall in good faith (and without gross negligence or willful misconduct)
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
Debt shall be entitled by virtue of this Article 10 or otherwise. With respect
to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants or obligations as are specifically set forth in this
Article 10 and no implied covenants or obligations with respect to holders of
Senior Debt shall be read into this Indenture against the Trustee.

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01 Guarantee.

         (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees 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 and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

              (1) the principal of, premium and Liquidated Damages, if any, and
         interest on the Notes will be promptly paid in full when due, whether
         at maturity, by acceleration, redemption or otherwise, and interest on
         the overdue principal of and interest on the Notes, if any, if lawful,
         and all other obligations of the Company to the Holders or the Trustee
         hereunder or thereunder will be promptly paid in full or performed, all
         in accordance with the terms hereof and thereof; and

              (2) in case of any extension of time of payment or renewal of any
         Notes or any of such other obligations, that same will be promptly paid
         in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.

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         (d) Each 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. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 11.02 Subordination of Subsidiary Guarantee.

         The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 will be junior and subordinated to the Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders will have the right to receive and/or retain payments by
any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
10 hereof.

Section 11.03 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will
be valid nevertheless.

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         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any Domestic
Subsidiary after the date of this Indenture, if required by Section 4.24 hereof,
the Company will cause such Domestic Subsidiary to comply with the provisions of
Section 4.24 hereof and this Article 11, to the extent applicable.

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

              (1) immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

              (2) either:

                   (a) subject to Section 11.06 hereof, the Person acquiring the
         property in any such sale or disposition or the Person formed by or
         surviving any such consolidation or merger unconditionally assumes all
         the obligations of that Guarantor under this Indenture, its Subsidiary
         Guarantee and the Registration Rights Agreement, pursuant to a
         supplemental indenture in form and substance reasonably satisfactory to
         the Trustee, under the Notes, this Indenture and the Subsidiary
         Guarantee on the terms set forth herein or therein; or

                   (b) the Net Proceeds of such sale or other disposition are
         applied in accordance with the applicable provisions of this Indenture,
         including without limitation, Section 4.10 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued will in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06 Releases Following Sale of Assets.

         In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Company, then such Guarantor
(in the event of a sale or other

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disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Subsidiary
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Subsidiary
Guarantee.

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee will remain liable for the full amount of principal of and interest on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

              (1) either:

                   (a) all Notes that have been authenticated (except lost,
         stolen or destroyed Notes that have been replaced or paid and Notes for
         whose payment money has theretofore been deposited in trust and
         thereafter repaid to the Company) have been delivered to the Trustee
         for cancellation; or

                   (b) all Notes that have not been delivered to the Trustee for
         cancellation have become due and payable by reason of the mailing of a
         notice of redemption or otherwise or will become due and payable within
         one year and the Company or any Guarantor has irrevocably deposited or
         caused to be deposited with the Trustee as trust funds in trust solely
         for the benefit of the Holders, cash in U.S. dollars, non-callable
         Government Securities, or a combination thereof, in such amounts as
         will be sufficient without consideration of any reinvestment of
         interest, to pay and discharge the entire indebtedness on the Notes not
         delivered to the Trustee for cancellation for principal, premium and
         Liquidated Damages, if any, and accrued interest to the date of
         maturity or redemption;

              (2) no Default or Event of Default has occurred and is continuing
         on the date of such deposit or will occur as a result of such deposit
         and such deposit will not result in a breach or violation of, or
         constitute a default under, any other instrument to which the Company
         or any Guarantor is a party or by which the Company or any Guarantor is
         bound;

              (3) the Company or any Guarantor has paid or caused to be paid all
         sums payable by it under this Indenture; and

              (4) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the redemption date, as the case
         may be.

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In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 will
survive. In addition, nothing in this Section 12.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 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 and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; 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 Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                              SPECIAL TRUST ACCOUNT

Section 13.01 Establishment of Special Trust Account.

         (a) The Trustee shall establish on the date hereof and maintain in the
Trustee's name a "securities account" (within the meaning of Article 8 of
Uniform Commercial Code (the "UCC")) (the "Special Trust Account") to which
there shall be immediately credited and held amounts received by the Trustee
from the Company in accordance with Section 3.08 hereof and this Article 13. The
funds credited to the Special Trust Account shall be applied and disbursed only
as provided in Section 3.08 hereof and in this Article 13. The Trustee shall
segregate the funds credited to the Special Trust Account from its other funds
held as an agent or in trust. The Trustee shall treat all property held by it in
the Special Trust Account as "financial assets" under Section 8-501(a) (or
successor section) of the UCC.

Section 13.02 Security Interest.

         (a) Pledge and Assignment. The Company hereby irrevocably pledges,
assigns, grants, hypothecates and sets over to the Trustee, for the equal and
ratable benefit of the Holders of the Notes, a first priority continuing
security interest in all of the Company's right, title and interest in and to
all of the following whether now owned or existing or hereafter acquired or
created (collectively, the "Collateral"):

              (1) all funds from time to time held in the Special Trust Account,
         including, without limitation, the Pledged Property and all
         certificates and instruments, if any, from time to time, representing
         or evidencing the Special Trust Account or the Pledged Property;

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              (2) all investments of funds in the Special Trust Account, which
         all shall constitute Cash Equivalents, and whether held by or
         registered in the name of the Trustee and all certificates and
         instruments, if any, from time to time representing or evidencing any
         such Cash Equivalents;

              (3) all promissory notes, certificates of deposit, deposit
         accounts, checks and other instruments evidencing such Cash Equivalents
         from time to time hereafter delivered to or otherwise possessed by the
         Trustee, for or on behalf of the Company, in substitution for or in
         addition to any or all of the then existing Collateral;

              (4) all interest, dividends, cash, instruments, securities and
         other property from time to time received, receivable or otherwise
         distributed in respect of or in exchange for any or all of the then
         existing Collateral; and

              (5) all proceeds of the foregoing including, without limitation,
         all cash proceeds and all non-cash proceeds thereof.

         For so long as the foregoing pledge, assignment and security interest
remains in effect, the Trustee hereby waives any right of setoff or banker's
lien that it, in its individual capacity or in its capacity as an agent for
Persons other than the Holders of the Notes, may have with respect to any or all
of the Collateral.

         (b) Secured Obligations. This Article 13 secures the due and punctual
payment and performance of all Obligations of the Company, whether now or
hereafter existing, under the Notes and this Indenture, including, without
limitation, interest and premium, if any, accrued on the Notes after the
commencement of a bankruptcy, reorganization or similar proceeding involving the
Company to the extent permitted by applicable law (collectively, the "Secured
Obligations").

         (c) Delivery of Collateral. All certificates or instruments, if any,
representing or evidencing all or any portion of the Collateral shall be held by
the Trustee pursuant hereto and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignments in blank, all in form and substance sufficient to convey a valid
security interest in such Collateral to the Trustee. All securities in
uncertificated or book-entry form and all security entitlements, if any, in each
case representing or evidencing the Collateral shall be registered in the name
of the Trustee (or any of its nominees) as the registered owner thereof by
book-entry or as otherwise appropriate so as to properly identify the interest
of the Trustee therein. In addition, the Trustee shall have the right, at any
time following the earlier of the Special Mandatory Redemption Date or the
occurrence of an Event of Default, to transfer to or to register in the name of
the Trustee or any of its nominees any or all other Collateral. Except as
otherwise provided herein, all Collateral shall be deposited and held in the
Special Trust Account. The Trustee shall have the right at any time to exchange
certificates or instruments representing or evidencing all or any portion of the
Collateral for certificates or instruments of smaller or larger denominations in
the same aggregate amount.

         (d) Maintaining the Special Trust Account. So long as Section 3.08
hereof and this Article 13 are in full force and effect:

              (1) subject to the other terms and conditions of Section 3.08 and
         this Article 13, (i) all Collateral held by the Trustee pursuant to
         Section 3.08 and this Article 13 shall be held in the Special Trust
         Account, which shall be subject to the exclusive dominion and control
         of the Trustee for the benefit of the Trustee and the equal and ratable
         benefit of the Holders of the Notes;

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<PAGE>

              (2) the Special Trust Account and all Collateral from time to time
         therein shall remain segregated from all other funds or other property
         otherwise held by the Trustee;

              (3) all amounts (including, without limitation, any Pledged
         Property or interest on or other proceeds of the Pledged Property or
         any Cash Equivalents held in the Special Trust Account) shall remain on
         deposit in the Special Trust Account until withdrawn in accordance with
         Section 3.08 hereof and this Article 13; and

              (4) the Trustee shall take all steps necessary to ensure that the
         Trustee is the holder or entitlement holder (as the case may be) of all
         of the Collateral and, for the equal and ratable benefit of the Holders
         of the Notes, the holder or entitlement holder of all Cash Equivalents
         and other uncertificated securities on the books of the applicable
         securities intermediary.

         (e) Further Assurances. Prior to, contemporaneously herewith, and at
any time and from time to time hereafter, the Company shall, at the Company's
expense, execute and deliver to the Trustee or its designee such other
instruments and documents, and take all further action as necessary or advisable
to confirm or perfect the security interest of the Trustee granted or purported
to be granted hereby or to enable the Trustee to exercise and enforce its rights
and remedies hereunder with respect to any Collateral, and the Company shall
take all necessary action to preserve and protect the security interest created
hereby as a first priority, perfected lien and encumbrance upon the Collateral.

         (f) Transfers and Other Liens. The Company agrees that it will not (i)
sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Collateral or (ii) create or permit
to exist any Lien upon or with respect to any of the Collateral, except for the
security interest under this Article 13.

Section 13.03 Distributions from Special Trust Account.

         Funds on deposit in the Special Trust Account shall be withdrawn by the
Trustee and transferred only in accordance with this Section 13.03:

              (1) Event of Default.

                   (a) For so long as an Event of Default has occurred and is
         continuing under this Indenture, no amounts shall be disbursed from the
         Special Trust Account, except as provided in clause (2) below.

                        (i) If (x) any Event of Default has occurred and is
                   continuing under Section 6.01 hereof or (y) any other Event
                   of Default has occurred and is continuing that results in the
                   acceleration of the payment of principal, interest, premium,
                   if any, and Liquidated Damages, if any, pursuant to the terms
                   of this Indenture:

                             (a) The Trustee may, without notice to the Company
                   except as required by applicable law and at any time or from
                   time to time, liquidate all Collateral and transfer all
                   proceeds thereof to the Paying Agent to apply such funds in
                   accordance with Section 6.02 of this Indenture.

                             (b) The Trustee may also, in addition to the other
                   rights and remedies provided for herein, exercise in respect
                   of the Collateral all the rights and remedies of a secured
                   party upon default under the UCC in effect at that time in
                   the

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                   State of New York (the "New York UCC") (whether or not the
                   New York UCC applies to the affected Collateral), and may
                   also, without notice except as specified below, sell the
                   Collateral or any part thereof in one or more parcels at
                   public or private sales, at any of the Trustee's offices or
                   elsewhere, for cash, on credit or for future delivery, and
                   upon such other terms as the Trustee may deem commercially
                   reasonable. The Company agrees that, to the extent notice of
                   sale shall be required by law, at least ten (10) days' notice
                   to the Company of the time and place of any public sale or
                   the time after which any private sale is to be made shall
                   constitute reasonable notification. The Trustee shall not be
                   obligated to make any sale of Collateral regardless of notice
                   of sale having been given. The Trustee may adjourn any public
                   or private sale from time to time by announcement at the time
                   and place fixed therefor, and such sale may, without further
                   notice, be made at the time and place to which it was so
                   adjourned.

                             (c) Any cash held by the Trustee as Collateral and
                   all net cash proceeds received by the Trustee in respect of
                   any sale or liquidation of, collection from, or other
                   realization upon all or any part of the Collateral may, in
                   the discretion of the Trustee, be held by the Trustee as
                   collateral for, and then or at any time thereafter be applied
                   (after payment of any costs and expenses incurred in
                   connection with any sale, liquidation or disposition of or
                   realization upon the Collateral and the payment of any
                   amounts payable to the Trustee) in whole or in part by the
                   Trustee for the equal and ratable benefit of the Holders of
                   the Notes against all or any part of the Secured Obligations
                   in such order as the Trustee shall elect. Any surplus of such
                   cash or cash proceeds held by the Trustee and remaining after
                   payment in full of all the Secured Obligations and the costs
                   and expenses incurred by and amounts payable to the Trustee
                   hereunder shall be paid over to the Company.

              (2) Special Mandatory Redemption.

                   (a) If the Trustee receives a notice of Mandatory Redemption
         from the Company or if the Trustee does not receive a notice to the
         effect described in clause (b) below on or before the Deadline Date,
         the Trustee shall, without notice to the Company except as required by
         applicable law and at any time or from time to time, liquidate all
         Collateral and transfer all proceeds thereof to the Paying Agent for
         payment of the Mandatory Redemption Price to Holders on the Mandatory
         Redemption Date. If the cash proceeds of the Collateral are less than
         the Mandatory Redemption Price, the Company shall be obligated to
         deliver to the Paying Agent, on or before the Mandatory Redemption
         Date, an amount equal to the deficiency.

                   (b) If the Company delivers to the Trustee written notice
         that the closing of the Acquisition will occur on or prior to the
         Deadline Date, the Trustee shall transfer the Collateral to the Company
         as set forth in Section 13.04(4)(a) at or prior to 1:00 p.m., New York
         City time, on the day that is no later than one Business Day of receipt
         of an Officer's Certificate certifying to the Trustee that (A) the
         Company, Tilia and Alexander Schilling propose to consummate the
         Acquisition pursuant to the terms of the Asset Purchase Agreement, as
         it may be amended, concurrently with the release of the Pledged
         Property, (B) the terms of the transactions to be entered into conform
         in all material respects to the description thereof contained in the
         Offering Memorandum, subject only to any changes provided for or
         contemplated in the Offering Memorandum or otherwise permitted pursuant
         to the terms of such Asset Purchase Agreement, (C) all conditions to
         the closing of the Acquisition have been satisfied or waived, (D)
         immediately following such release (and, in any event, within one
         Business Day thereafter) such

                                       83
<PAGE>

         funds will be used as set forth in the Offering Memorandum under the
         caption "Use of Proceeds" and (E) immediately following such release
         and the application of such funds as set forth in the Offering
         Memorandum under the caption "Use of Proceeds," no Default or Event of
         Default will exist under this Indenture.

              (3) Investment Income. All investment income earned on amounts on
         deposit in the Special Trust Account shall be added to the Pledged
         Property.

              (4) Wire Transfer.

                   (a) All funds distributed from the Special Trust Account to
         the Company shall be transferred by wire transfer of immediately
         available funds to the following account:

                           ABA No.:  111000012
                           Account No.:  3752171695 at Bank of America
                           Account Name:  Alltrista Corporation
                           Attention:  Desiree DeStefano

                   (b) All funds distributed from the Special Trust Account to
         the Paying Agent for payment on the Notes shall be transferred by wire
         transfer of immediately available funds to the following account:

                           THE BANK OF NEW YORK
                           ABA No.:  021000018
                           GLA No.:  111-565
                           Trust A/C No.  072645
                           A/C Name:  Corp. Fin Debt Service a/c
                           Attention:  Julie Salovitch-Miller 212-328-7629

              (5) Written Instructions; Certificates. The Company shall, upon
         request by the Trustee, execute and deliver to the Trustee such
         additional written instructions and certificates hereunder as may be
         reasonably required by the Trustee to give effect to this Section
         13.03.

Section 13.04 Termination of Security Interest.

         Upon consummation of the Acquisition, the security interest evidenced
by this Article 13 in any Collateral remaining in the Special Trust Account will
terminate and be of no further force and effect. Furthermore, upon the release
of any Collateral from the Special Trust Account in accordance with the terms of
this Article 13, whether upon release of such Collateral to the Paying Agent for
payment to the Holders of the Notes of the Mandatory Redemption Price pursuant
to Section 13.03(2)(a), to the Company pursuant to Section 13.03(4)(a), or
otherwise, the security interest evidenced by this Article 13 in such Collateral
so released will terminate and be of no further force and effect.

Section 13.05 Attorneys-in-Fact.

         The Company hereby irrevocably appoints the Trustee as the Company's
attorney-in-fact, coupled with an interest, with full authority in the place and
stead of the Company and in the name of the Company or otherwise, from time to
time in the Trustee's discretion to take any action and to execute any
instrument that the Trustee may deem necessary or advisable to accomplish the
purposes of this Article 13, including, without limitation, to receive, endorse
and collect all instruments made payable to the Company representing any
distribution in respect of the Collateral or any part thereof and to give full

                                       84
<PAGE>

discharge for the same, and the expenses of the Trustee incurred in connection
therewith shall be payable by the Company.

Section 13.06 Trustee May Perform.

         Without limiting the authority granted under Section 13.05 hereof, if
the Company fails to perform any agreement contained herein, the Trustee may,
but shall not be obligated to, itself perform, or cause performance of, such
agreement, and the expenses of the Trustee incurred in connection therewith
shall be payable by the Company and shall be secured by the Collateral.

Section 13.07 Representations, Warranties and Agreements.

         (a) Upon the delivery to the Trustee of the Collateral, the pledge of
the Collateral pursuant to this Article 13 creates a valid and perfected first
priority security interest in the Collateral, securing the payment of the
Secured Obligations for the benefit of the Trustee and the Holders of the Notes,
enforceable as such against all creditors of each of them and any persons
purporting to purchase any of the Collateral from each of them.

         (b) The pledge of the Collateral pursuant to this Article 13 is not
prohibited by any applicable law or governmental regulation, release,
interpretation or opinion of the Board of Governors of the Federal Reserve
System or other regulatory agency (including, without limitation, Regulations T,
U and X of the Board of Governors of the Federal Reserve System).

         (c) All information set forth herein relating to the Collateral is
accurate and complete in all material respects.

                                   ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

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

Section 14.02 Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or any Guarantor:

         Alltrista Corporation
         Suite B-302
         555 Theodore Fremd Avenue
         Rye, NY 10580

         Facsimile:  (914) 967-9405
         Attention:  Ian G.H. Ashken

                                       85
<PAGE>

         With a copy to:

         Willkie Farr & Gallagher
         787 Seventh Avenue
         New York, NY 10019

         Facsimile:  (212) 728-8111
         Attention:  William J. Grant

         If to the Trustee:
         The Bank of New York
         101 Barclay Street
         New York, NY 10268
         Telecopier No.:  (212)896-7298
         Attention:  Corporate Trust Administration

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will not
affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

Section 14.03 Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

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

              (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 14.05 hereof) stating that, in the opinion

                                       86
<PAGE>

         of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied; and

              (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 14.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 14.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) must comply with the provisions of TIA ss. 314(e)
and must include:

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

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

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

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

Section 14.06 Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 14.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09 No Adverse Interpretation of Other Agreements.

                                       87
<PAGE>

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

Section 14.10 Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.06.

Section 14.11 Severability.

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

Section 14.12 Counterpart Originals.

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

Section 14.13 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 of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following pages]

                                       88
<PAGE>

                                   SIGNATURES

Dated as of April 24, 2002
                                       ALLTRISTA CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Vice Chairman, Chief
                                                  Financial Officer and
                                                  Secretary

                                       ALLTRISTA NEWCO CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       QUOIN CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer

                                       HEARTHMARK, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       ALLTRISTA PLASTICS CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       89
<PAGE>

                                       ALLTRISTA ZINC PRODUCTS, L.P.

                                       By:  Alltrista Newco Corporation,
                                            its General Partner

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       ALLTRISTA ACQUISITION I, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       ALLTRISTA ACQUISITION II, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       ALLTRISTA ACQUISITION III, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       PENN VIDEO, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       90
<PAGE>

                                       LAFAYETTE STEEL & ALUMINUM CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       CASPERS TIN PLATE COMPANY

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       UNIMARK PLASTICS, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       LUMENX CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       ALLTRISTA UNIMARK, INC.

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       TRIENDA CORPORATION

                                       By: /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Treasurer and Secretary

                                       91
<PAGE>

                                       THE BANK OF NEW YORK

                                       By: /s/ Julie Salovitch-Miller
                                           -------------------------------------
                                           Name:  Julie Salovitch-Miller
                                           Title: Vice Predieent

                                       92
<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the date of the Indenture:

Alltrista Newco Corporation
Quoin Corporation
Hearthmark, Inc.*
Alltrista Plastics Corporation**
Alltrista Zinc Products, L.P.***
Alltrista Acquisition I, Inc.
Alltrista Acquisition II, Inc.
Alltrista Acquisition III, Inc.
Penn Video, Inc.
Lafayette Steel & Aluminum Corporation
Caspers Tin Plate Company
Unimark Plastics, Inc.
LumenX Corporation
Alltrista Unimark, Inc.
TriEnda Corporation



*     (DBA) Alltrista Consumer Products Company
**    (DBA) Alltrista Unimark Plastics Company and Alltrista Industrial
      Plastics Company
***   (DBA) Alltrista Zinc Products Company

                                      I-1
<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                    9 3/4% Senior Subordinated Notes due 2012

No. ___                                                            $____________

                              ALLTRISTA CORPORATION

promises to pay to CEDE & CO. or registered assigns, the principal sum of

Dollars on _____________, 2012.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  _____, 20__

                                       ALLTRISTA CORPORATION


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




This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee


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

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

                                      A-1
<PAGE>

                                 [Back of Note]
                    9 3/4% Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

              (1) INTEREST. Alltrista Corporation, a Delaware corporation (the
         "Company"), promises to pay interest on the principal amount of this
         Note at 9 3/4% per annum from April 24, 2002 until maturity and shall
         pay the Liquidated Damages, if any, payable pursuant to Section 5 of
         the Registration Rights Agreement referred to below. The Company will
         pay interest and Liquidated Damages, if any, semi-annually in arrears
         on May 1 and November 1 of each year, or if any such day is not a
         Business Day, on the next succeeding Business Day (each, an "Interest
         Payment Date"). 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 the date of issuance; provided that if there is no existing
         Default in the payment of interest, and if this Note is authenticated
         between a record date referred to on the face hereof and the next
         succeeding Interest Payment Date, interest shall accrue from such next
         succeeding Interest Payment Date; provided, further, that the first
         Interest Payment Date shall be the first of May 1 or November 1 to
         occur after the date of issuance, unless such May 1 or November 1
         occurs within one calendar month of such date of issuance, in which
         case the first Interest Payment Date shall be the second of May 1 or
         November 1 to occur after the date of issuance. The Company will pay
         interest (including post-petition interest in any proceeding under any
         Bankruptcy Law) on overdue principal and premium, if any, from time to
         time on demand at a rate that is 1% per annum in excess of the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Liquidated Damages, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

              (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
         (except defaulted interest) and Liquidated Damages, if any, to the
         Persons who are registered Holders of Notes at the close of business on
         the April 15 or October 15 next preceding the Interest Payment Date,
         even if such Notes are canceled after such record date and on or before
         such Interest Payment Date, except as provided in Section 2.12 of the
         Indenture with respect to defaulted interest. The Notes will be payable
         as to principal, premium and Liquidated Damages, if any, and interest
         at the office or agency of the Company maintained for such purpose
         within or without the City and State of New York, or, at the option of
         the Company, payment of interest and Liquidated Damages, if any, may be
         made by check mailed to the Holders at their addresses set forth in the
         register of Holders; provided that payment by wire transfer of
         immediately available funds will be required with respect to principal
         of and interest, premium and Liquidated Damages, if any, on, all Global
         Notes and any other Notes if any Holder of $1.0 million or more in
         aggregate principal amount of such Notes has provided wire transfer
         instructions to the Company or the Paying Agent for that purpose. Such
         payment will be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.

              (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York,
         the Trustee under the Indenture, will act as Paying Agent and
         Registrar. The Company may change any Paying

                                      A-2
<PAGE>

         Agent or Registrar without notice to any Holder. The Company or
         any of its Subsidiaries may act in any such capacity.

              (4) INDENTURE. The Company issued the Notes under an Indenture
         dated as of April 24, 2002 (the "Indenture") among the Company, the
         Guarantors and the Trustee. 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 of 1939, as amended (15 U.S. Code ss.ss.
         77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
         referred to the Indenture and such Act for a statement of such terms.
         To the extent any provision of this Note conflicts with the express
         provisions of the Indenture, the provisions of the Indenture shall
         govern and be controlling. The Notes are obligations of the Company
         unlimited in aggregate principal amount.

              (5) OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to May 1, 2007.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

        Year                                                Percentage
        ----                                                ----------
        2007..............................................   104.875%
        2008..............................................   103.250%
        2009..............................................   101.625%
        2010 and thereafter...............................   100.000%

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2005, the Company may redeem Notes with
the net proceeds of a public equity offering at a redemption price equal to
109.750% of the aggregate principal amount thereof; provided that at least 65%
in aggregate principal amount of the Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption and that such
redemption occurs within 45 days of the date of the closing of such public
equity offering.

              (6) SPECIAL MANDATORY REDEMPTION.

                   (a) In the event that (i) the Acquisition is not consummated
         on or prior to July 15, 2002 (the "Deadline Date"), (ii) the Company
         elects to abandon the Acquisition on or prior to the Deadline Date or
         (iii) the Asset Purchase Agreement is terminated on or prior to the
         Deadline Date, the Company shall redeem on the applicable Mandatory
         Redemption Date all the Notes at a redemption price equal to 101% of
         the principal amount thereof, together with accrued and unpaid interest
         thereon to the date of redemption (the "Mandatory Redemption Price")
         (the "Mandatory Redemption"). "Mandatory Redemption Date" means (a)
         July 15, 2002, if the Acquisition has not been consummated on or prior
         to the Deadline Date; and (b) the 5th Business Day following the
         occurrence of an event described in clause (ii) or (iii) above. After
         the occurrence of the event triggering such redemption, notice of
         Mandatory Redemption shall be mailed promptly to the Trustee and each
         Holder of Notes at its registered address.

                   (b) Concurrently with the closing of the offering of the
         Notes, the Company shall deposit the net proceeds received from the
         sale of the Notes (such proceeds, the "Pledged

                                      A-3
<PAGE>

         Property") with the Trustee for credit to a special trust account
         established under Section 13.01 of the Indenture. The Pledged Property
         may be invested at the direction of the Company in Cash Equivalents,
         and all income earned shall be added to the Pledged Property.

                   (c) If the Trustee receives a notice of Mandatory Redemption
         from the Company or if the Trustee does not receive notice from the
         Company that the closing of the Acquisition will occur on or prior to
         the Deadline Date and an Officers' Certificate setting forth those
         representation required by the Indenture on or before the Deadline
         Date, the Trustee shall release to the Paying Agent the Pledged
         Property in cash for payment of the Mandatory Redemption Price to
         Holders on the Mandatory Redemption Date. If the cash proceeds of the
         Pledged Property are less than the Mandatory Redemption Price, the
         Company shall be obligated to deliver to the Paying Agent, on or before
         the Mandatory Redemption Date, an amount equal to the deficiency.

                   (d) If the Company delivers to the Trustee written notice
         that the closing of the Acquisition will occur on or prior to the
         Deadline Date, the Trustee shall transfer the Collateral to the Company
         upon presentation of an Officer's Certificate certifying to the Trustee
         that (A) the Company, Tilia and Alexander Schilling propose to
         consummate the Acquisition pursuant to the terms of the Asset Purchase
         Agreement, as it may be amended, concurrently with the release of the
         Pledged Property, (B) the terms of the transactions to be entered into
         conform in all material respects to the description thereof contained
         in the Offering Memorandum, subject only to any changes provided for or
         contemplated in the Offering Memorandum or otherwise permitted pursuant
         to the terms of such Asset Purchase Agreement, (C) all conditions to
         the closing of the Acquisition have been satisfied or waived, (D)
         immediately following such release (and, in any event, within one
         Business Day thereafter) such funds will be used as set forth in the
         Offering Memorandum under the caption "Use of Proceeds" and (E)
         immediately following such release and the application of such funds as
         set forth in the Offering Memorandum under the caption "Use of
         Proceeds," no Default or Event of Default will exist under this
         Indenture.

              (7) MANDATORY REDEMPTION.

         Except as set forth in Paragraph 6 above, the Company will not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

              (8) REPURCHASE AT OPTION OF HOLDER.

                   (a) If there is a Change of Control, the Company will be
         required to make an offer (a "Change of Control Offer") to repurchase
         all or any part (equal to $1,000 or an integral multiple thereof) of
         each Holder's Notes at a purchase price equal to 101% of the aggregate
         principal amount thereof plus accrued and unpaid interest and
         Liquidated Damages thereon, if any, to the date of purchase (the
         "Change of Control Payment"). Within 10 days following any Change of
         Control, the Company will mail a notice to each Holder setting forth
         the procedures governing the Change of Control Offer as required by the
         Indenture.

                   (b) If the Company or a Subsidiary consummates any Asset
         Sales, within 30 days of each date on which the aggregate amount of
         Excess Proceeds exceeds $5 million, the Company will commence an offer
         to all Holders of Notes and all holders of other Indebtedness that is
         pari passu with the Notes containing provisions similar to those set
         forth in the Indenture with respect to offers to purchase or redeem
         with the proceeds of sales of assets (an "Asset Sale Offer") pursuant
         to Section 3.10 of the Indenture to purchase the maximum principal
         amount of Notes (including any Additional Notes) and other pari passu
         Indebtedness that may be purchased

                                      A-4
<PAGE>

         out of the Excess Proceeds at an offer price in cash in an amount equal
         to 100% of the principal amount thereof plus accrued and unpaid
         interest and Liquidated Damages thereon, if any, to the date fixed for
         the closing of such offer, in accordance with the procedures set forth
         in the Indenture. To the extent that the aggregate amount of Notes
         (including any Additional Notes) and other pari passu Indebtedness
         tendered pursuant to an Asset Sale Offer is less than the Excess
         Proceeds, the Company (or such Subsidiary) may use such deficiency for
         any purpose not otherwise prohibited by the Indenture. If the aggregate
         principal amount of Notes and other pari passu Indebtedness surrendered
         by holders thereof exceeds the amount of Excess Proceeds, the Trustee
         shall select the Notes and other pari passu Indebtedness to be
         purchased on a pro rata basis. Holders of Notes that are the subject of
         an offer to purchase will receive an Asset Sale Offer from the Company
         prior to any related purchase date and may elect to have such Notes
         purchased by completing the form entitled "Option of Holder to Elect
         Purchase" on the reverse of the Notes.

              (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
         least 30 days but not more than 60 days before the redemption date to
         each Holder whose Notes are to be redeemed at its registered address.
         Notes in denominations larger than $1,000 may be redeemed in part but
         only in whole multiples of $1,000, unless all of the Notes held by a
         Holder are to be redeemed. On and after the redemption date interest
         ceases to accrue on Notes or portions thereof called for redemption.

              (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         may be exchanged as provided in the Indenture. The Registrar and the
         Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange or register the transfer of any
         Notes for a period of 15 days before a selection of Notes to be
         redeemed or during the period between a record date and the
         corresponding Interest Payment Date.

              (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
         treated as its owner for all purposes.

              (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture, the Subsidiary Guarantees or the Notes may
         be amended or supplemented with the consent of the Holders of at least
         a majority in principal amount of the then outstanding Notes and
         Additional Notes, if any, voting as a single class, and any existing
         default or compliance with any provision of the Indenture, the
         Subsidiary Guarantees or the Notes may be waived with the consent of
         the Holders of a majority in principal amount of the then outstanding
         Notes and Additional Notes, if any, voting as a single class. Without
         the consent of any Holder of a Note, the Indenture, the Subsidiary
         Guarantees or the Notes may be amended or supplemented to cure any
         ambiguity, defect or inconsistency, to provide for uncertificated Notes
         in addition to or in place of certificated Notes or to alter the
         provisions of Article 2 of the Indenture (including the related
         definitions) in a manner that does not materially adversely affect any
         Holder, to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of the Notes in case of a merger or
         consolidation, to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights under the Indenture of any such
         Holder, to comply with the requirements of the SEC in order to effect
         or maintain the qualification of the Indenture under the Trust
         Indenture Act, to provide for the

                                      A-5
<PAGE>

         Issuance of Additional Notes in accordance with the limitations
         set forth in the Indenture, or to allow any Guarantor to execute a
         supplemental indenture to the Indenture and/or a Subsidiary Guarantee
         with respect to the Notes.

              (13) DEFAULTS AND REMEDIES. Events of Default include: (i) the
         Company defaults for 30 days in the payment when due of interest on, or
         Liquidated Damages with respect to, the Notes whether or not prohibited
         by the subordination provisions of the Indenture; (ii) the Company
         defaults in the payment when due (at maturity, upon redemption or
         otherwise) of the principal of, or premium, if any, on the Notes
         (including, but not limited to, amounts due in connection with
         Mandatory Redemption), whether or not prohibited by the subordination
         provisions of the Indenture, (iii) the Company or any of its
         Subsidiaries fails to comply with the provisions of Section 4.10 (other
         than the requirement that the resolution of the Board of Directors
         pursuant to clause (2) of the first paragraph of Section 4.10 be set
         forth in an Officers' Certificate delivered to the Trustee, with
         respect to which the Event of Default described in clause (5) of the
         paragraph will apply), 4.15 or 5.01 of the Indenture; (iv) the Company
         or any of its Subsidiaries fails to comply with the provisions of
         Section 4.07 or 4.09 of the Indenture such failure continues for 30
         days; (v) the Company or any of its Subsidiaries fails to observe or
         perform any other covenant, representation, warranty or other agreement
         in the Indenture or the Notes for 60 days after notice to the Company
         by the Trustee or the Holders of at least 25% in aggregate principal
         amount of the Notes then outstanding voting as a single class; (vi)
         default under certain other agreements relating to Indebtedness of the
         Company which default results in the acceleration of such Indebtedness
         prior to its express maturity; (vii) certain final judgments against
         the Company or any Restricted Subsidiary for the payment of money that
         remain undischarged for a period of 60 days; (viii) certain events of
         bankruptcy or insolvency with respect to the Company, any Restricted
         Subsidiary that is a Significant Subsidiary or any group of Restricted
         Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary and (ix) except as permitted by the Indenture, any
         Subsidiary Guarantee shall be held in any judicial proceeding to be
         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor or any Person acting on its behalf
         shall deny or disaffirm its obligations under such Guarantor's
         Subsidiary Guarantee. If any Event of Default occurs and is continuing,
         the Trustee or the Holders of at least 25% in principal amount of the
         then outstanding Notes may declare all the Notes to be due and payable.
         Notwithstanding the foregoing, in the case of an Event of Default
         arising from certain events of bankruptcy or insolvency, all
         outstanding Notes will become due and payable without further action or
         notice. Holders may not enforce the Indenture or the Notes except as
         provided in the Indenture. Subject to certain limitations, Holders of a
         majority in principal amount of the then outstanding Notes may direct
         the Trustee in its exercise of any trust or power. The Trustee may
         withhold from Holders of the Notes notice of any continuing Default or
         Event of Default (except a Default or Event of Default relating to the
         payment of principal or interest or Liquidated Damages) if it
         determines that withholding notice is in their interest. The Holders of
         a majority in aggregate principal amount of the Notes then outstanding
         by notice to the Trustee may on behalf of the Holders of all of the
         Notes waive any existing Default or Event of Default and its
         consequences under the Indenture except a continuing Default or Event
         of Default in the payment of interest or Liquidated Damages on, or the
         principal of, the Notes; provided, however, that at any time after a
         declaration of acceleration under the Indenture, but before a judgment
         or decree for payment of the money due has been obtained by the
         Trustee, the Holders of a majority in aggregate principal amount of the
         outstanding Notes, by written notice to the Company and the Trustee,
         may rescind such declaration and its consequences given certain
         circumstances as provided in the Indenture. The Company is required to
         deliver to the Trustee annually a statement regarding compliance with
         the Indenture, and the Company is required upon becoming aware of any
         Default or Event of Default, to deliver to the Trustee a statement
         specifying such Default or Event of Default.

                                      A-6
<PAGE>

              (14) SUBORDINATION. Payment of principal, interest and premium and
         Liquidated Damages, if any, on the Notes is subordinated to the prior
         payment of Senior Debt on the terms provided in the Indenture.

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

              (16) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
         incorporator or stockholder, of the Company or any of the Guarantors,
         as such, will not have any liability for any obligations of the Company
         or such Guarantor under the Notes, the Subsidiary Guarantees or the
         Indenture or for any claim based on, in respect of, or by reason of,
         such obligations or their creation. Each Holder by accepting a Note
         waives and releases all such liability. The waiver and release are part
         of the consideration for the issuance of the Notes.

              (17) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

              (18) 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).

              (19) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
         RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the Registration Rights Agreement dated as of April 24, 2002,
         between the Company, the Guarantors and the other parties named on the
         signature pages thereof or, in the case of Additional Notes, Holders of
         Restricted Global Notes and Restricted Definitive Notes will have the
         rights set forth in one or more registration rights agreements, if any,
         among the Company, the Guarantors and the other parties thereto,
         relating to rights given by the Company and the Guarantors to the
         purchasers of any Additional Notes (collectively, the "Registration
         Rights Agreement").

              (20) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
         the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP numbers in notices of redemption as a convenience
         to Holders. No representation is made as to the accuracy of such
         numbers either as printed on the Notes or as contained in any notice of
         redemption and reliance may be placed only on the other identification
         numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Alltrista Corporation
Suite B-302
555 Theodore Fremd Avenue
Rye, NY 10580

Attention:  Ian G.H. Ashken

                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                               (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

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

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

                                   Your Signature:
                                                  ------------------------------
                                                  (Sign exactly as your name
                                                  appears on the face of this
                                                  Note)

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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                          - Section 4.10 - Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

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

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

                                  Your Signature:
                                                 -------------------------------
                                                 (Sign exactly as your name
                                                 appears on the face of this
                                                 Note)

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

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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-9
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

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


































</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                      A-10
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Alltrista Corporation
Suite B-302
555 Theodore Fremd Avenue
Rye, NY 10580

The Bank of New York
101 Barclay Street
New York, NY 10268
Attention: Corporate Trust Administration

         Re:  9 3/4% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 24, 2002
(the "Indenture"), among Alltrista Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         2. [ ]CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration

                                      B-1
<PAGE>

requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

              (a) [ ] such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act;

                                       or

              (b) [ ] such Transfer is being effected to the Company or a
         subsidiary thereof;

                                       or

              (c) [ ] such Transfer is being effected pursuant to an effective
         registration statement under the Securities Act and in compliance with
         the prospectus delivery requirements of the Securities Act;

                                       or

              (d) [ ] such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred Definitive
         Note will be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the Definitive Notes and in the
         Indenture and the Securities Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or

                                      B-2
<PAGE>

Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       -----------------------------------------
                                              [Insert Name of Transferor]


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

         Dated:
               --------------------------

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.  The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

    (a)  a beneficial interest in the:

         (i)   144A Global Note (CUSIP _________), or

         (ii)  Regulation S Global Note (CUSIP _________), or

    (b)  a Restricted Definitive Note.

2.  After the Transfer the Transferee will hold:

                                   [CHECK ONE]

    (a)  a beneficial interest in the:

         (i)   144A Global Note (CUSIP _________), or

         (ii)  Regulation S Global Note (CUSIP _________), or

         (iii) Unrestricted Global Note (CUSIP _________); or

    (b)  a Restricted Definitive Note; or

    (c)  an Unrestricted Definitive Note,

    in accordance with the terms of the Indenture.

                                       B-4
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Alltrista Corporation
Suite B-302
555 Theodore Fremd Avenue
Rye, NY 10580

The Bank of New York
101 Barclay Street
New York, NY 10268
Attention: Corporate Trust Administration

         Re:  9 3/4% Senior Subordinated Notes due 2012

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of April 24, 2002
(the "Indenture"), among Alltrista Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and The Bank of New York, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in

                                       C-1
<PAGE>

accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                       -----------------------------------------
                                              [Insert Name of Transferor]


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

Dated:
       --------------------------------

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Alltrista Corporation
Suite B-302
555 Theodore Fremd Avenue
Rye, NY 10580

The Bank of New York
101 Barclay Street
New York, NY 10268
Attention: Corporate Trust Administration

         Re:  9 3/4% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 24, 2002
(the "Indenture"), among Alltrista Corporation, as issuer (the "Company"), the
guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of a Definitive Note, we confirm that:

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

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                      D-1
<PAGE>

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

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

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

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


                                       -----------------------------------------
                                         [Insert Name of Accredited Investor]

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

Dated:
       --------------------------------

                                       D-2
<PAGE>

                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 24, 2002 (the "Indenture") among
Alltrista Corporation, (the "Company"), the Guarantors listed on Schedule I
thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium and Liquidated Damages, if any,
and interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee
and the Indenture are expressly set forth in Article 11 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.


                                       [NAME OF GUARANTOR(S)]

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

                                       E-1
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Alltrista Corporation (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 24, 2002, providing
for the issuance of 9 3/4% Senior Subordinated Notes due 2012 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Subsidiary Guarantee and in the Indenture, including but
limited to Article 11 thereof.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE

                                       F-1
<PAGE>

BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

         6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                       F-2
<PAGE>

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

         Dated:  _______________, 20___

                                       [GUARANTEEING SUBSIDIARY]

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

                                       ALLTRISTA CORPORATION

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

                                       [EXISTING GUARANTORS]

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

                                       THE BANK OF NEW YORK,
                                       as Trustee

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

                                       F-3