<PAGE>   1
                                                                    Exhibit 4.10




                      ANCHOR GLASS CONTAINER CORPORATION,

                                   as Issuer,

                                      and

                             CONSUMERS U.S., INC.,

                                   as Parent

                                      and

                             The Bank of New York,

                                   as Trustee




                              ___________________

                                   INDENTURE

                           Dated as of March 16, 1998

                              ___________________


                                  $50,000,000

                          9 7/8% Senior Notes due 2008
<PAGE>   2

                             Cross-Reference Table

<TABLE>
<CAPTION>
   TIA                                                                                     Indenture
 Section                                                                                    Section
 -------                                                                                   ----------
 <S>                                                                                       <C>
 310  (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.10
      (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.10
      (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             N.A.
      (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             N.A.
      (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.08; 7.10
      (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.08; 7.10; 14.02
      (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
      (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.06; 14.02
      (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.06
 314  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06; 4.08; 14.02
      (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14.04
      (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14.04
      (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             N.A.
      (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.16; 10.10
      (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14.05
      (f)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             N.A.
 315  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.01(b)
      (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.05; 14.02
      (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.01(a)
      (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7.01(c)
      (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)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             13.05
 317  (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6.08
      (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6.09
      (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2.04

</TABLE>


<PAGE>   3

<TABLE>

<S>                                                                                        <C>
 318  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14.01
      (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             14.01
---------------------------
</TABLE>
N.A. means Not Applicable
NOTE:      This Cross-Reference Table shall not, for any purpose, be deemed to
be a part of the Indenture.



<PAGE>   4

                               TABLE OF CONTENTS

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

                               DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
SECTION 1.02.  Incorporation by Reference of TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
SECTION 1.03.  Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27


                                              ARTICLE TWO

                                               THE NOTES

SECTION 2.01.  Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
SECTION 2.02.  Execution and Authentication; Aggregate Principal Amount  . . . . . . . . . . . . . . . . . .  29
SECTION 2.03.  Registrar and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
SECTION 2.04.  Paying Agent to Hold Assets in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 2.05.  Noteholder Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 2.06.  Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
SECTION 2.07.  Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
SECTION 2.08.  Outstanding Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 2.09.  Treasury Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 2.10.  Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 2.11.  Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
SECTION 2.12.  Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
SECTION 2.13.  CUSIP Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
SECTION 2.14.  Deposit of Monies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
SECTION 2.15.  Restrictive Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
SECTION 2.16.  Book-Entry Provisions for Global Securities . . . . . . . . . . . . . . . . . . . . . . . . .  37
SECTION 2.17.  Special Transfer Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38


                                             ARTICLE THREE

                                               REDEMPTION

SECTION 3.01.  Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
SECTION 3.02.  Selection of Notes to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
SECTION 3.03.  Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
SECTION 3.04.  Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42






</TABLE>


                                           i


<PAGE>   5

<TABLE>
<S>     <C>                                                                                                   <C>
SECTION 3.05.  Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
SECTION 3.06.  Notes Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

                                              ARTICLE FOUR

                                               COVENANTS

SECTION 4.01.  Payment of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
SECTION 4.02.  Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
SECTION 4.03.  Maintenance of Corporate Existence and Corporate Separateness . . . . . . . . . . . . . . . .  44
SECTION 4.04.  Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
SECTION 4.05.  Maintenance of Properties and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
SECTION 4.06.  Compliance Certificate; Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . .  45
SECTION 4.07.  Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
SECTION 4.08.  SEC Reports; Reports to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
SECTION 4.09.  Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
SECTION 4.10.  Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
SECTION 4.11.  Limitation on Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . .  50
SECTION 4.12.  Limitation on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
SECTION 4.13.  Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries  . . . . . . . .  52
SECTION 4.14.  Limitations on Activities of the Parent . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
SECTION 4.15.  Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
SECTION 4.16.  Limitation on the Sale of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
SECTION 4.17.  Limitation on Issuance and Sale of Capital Stock of Restricted Subsidiaries . . . . . . . . .  58
SECTION 4.18.  Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
SECTION 4.19.  [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
SECTION 4.20.  [Reserved]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
SECTION 4.21.  Restricted and Unrestricted Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . .  59


                                              ARTICLE FIVE

                                           SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation or Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
SECTION 5.02.  Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61


                                                ARTICLE SIX

                                            DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62



</TABLE>
                                      ii
<PAGE>   6

<TABLE>
<S>            <C>                                                                                            <C>
SECTION 6.02.  Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
SECTION 6.03.  Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 6.04.  Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 6.05.  Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 6.06.  Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
SECTION 6.07.  Rights of Holders to Receive Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
SECTION 6.08.  Collection Suit by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
SECTION 6.09.  Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
SECTION 6.10.  Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
SECTION 6.11.  Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67


                                             ARTICLE SEVEN

                                                TRUSTEE

SECTION 7.01.  Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
SECTION 7.02.  Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
SECTION 7.03.  Individual Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
SECTION 7.04.  Trustee's Disclaimer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
SECTION 7.05.  Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
SECTION 7.06.  Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
SECTION 7.07.  Compensation and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
SECTION 7.08.  Replacement of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
SECTION 7.09.  Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
SECTION 7.10.  Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
SECTION 7.11.  Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . .  73
SECTION 7.12.  Trustee's Application for Instructions from the Company . . . . . . . . . . . . . . . . . . .  73


                                             ARTICLE EIGHT

                                               [RESERVED]

                                              ARTICLE NINE

                                               [RESERVED]

                                              ARTICLE TEN

                                               [RESERVED]

                                             ARTICLE ELEVEN



</TABLE>
                                     iii
<PAGE>   7


<TABLE>
<S>             <C>                                                                                           <C>

                                               [RESERVED]


                                             ARTICLE TWELVE

                                   DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 12.01.  Termination of the Company's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . .  74
SECTION 12.02.  Legal Defeasance and Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . .  75
SECTION 12.03.  Conditions to Legal Defeasance or Covenant Defeasance  . . . . . . . . . . . . . . . . . . .  76
SECTION 12.04.  Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
SECTION 12.05.  Repayment to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
SECTION 12.06.  Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79

                                            ARTICLE THIRTEEN

                       AMENDMENTS AND SUPPLEMENTS TO THE INDENTURE AND THE NOTES

SECTION 13.01.  Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
SECTION 13.02.  With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
SECTION 13.03.  Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 13.04.  Effect of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 13.05.  Reference in Notes to Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 13.06.  Compliance with TIA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 13.07.  Revocation and Effect of Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 13.08.  Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

                                           ARTICLE FOURTEEN

                                             MISCELLANEOUS

SECTION 14.01.  TIA Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
SECTION 14.02.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
SECTION 14.03.  Communications by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . . .  84
SECTION 14.04.  Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . .  84
SECTION 14.05.  Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . . . . . . . . .  84
SECTION 14.06.  Rules by Trustee, Paying Agent, Registrar  . . . . . . . . . . . . . . . . . . . . . . . . .  85
SECTION 14.07.  Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
SECTION 14.08.  Governing Law; Consent to Jurisdiction; Service of Process . . . . . . . . . . . . . . . . .  85
SECTION 14.09.  No Adverse Interpretation of Other Agreements  . . . . . . . . . . . . . . . . . . . . . . .  86
SECTION 14.10.  No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
SECTION 14.11.  Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
SECTION 14.12.  Duplicate and Counterpart Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86




</TABLE>
                                          iv
<PAGE>   8

<TABLE>
<S>             <C>                                                                                           <C>
SECTION 14.13.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
SECTION 14.14.  Table of Contents, Headings, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87





</TABLE>
                                       v
<PAGE>   9

INDENTURE, dated as of March 16, 1998, among Anchor Glass Container Corporation,
a Delaware corporation (the "Company"), Consumers U.S., Inc., a Delaware
corporation (the "Parent")(for purposes of Sections 4.03, 4.14, 6.01, 6.02,
14.08 and 14.11), and The Bank of New York, a New York banking corporation, as
Trustee (the "Trustee").

                 WHEREAS, the Company has duly authorized the creation of an
issue of 9 7/8% Senior Notes due 2008 (the "Initial Notes") and, if and when
issued in exchange for Initial Notes pursuant to the Indenture and the
Registration Rights Agreement, an issue of the Company's 9 7/8% Senior Notes
due 2008 (the "Exchange Notes", and together with the Initial Notes, the
"Notes") and, to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture;

                 WHEREAS, the Parent has duly authorized the execution and
delivery of this Indenture;

                 WHEREAS, all things necessary to make the Notes, when duly
issued and executed by the Company, and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this Indenture a valid and
binding agreement of the Company and the Parent, have been done;

                 NOW, THEREFORE, for good and valuable consideration, the
parties hereby agree as follows:

                                 ARTICLE ONE

                  DEFINITIONS AND INCORPORATION BY REFERENCE

                 SECTION 1.01.  Definitions.

                 "Acceleration Notice" has the meaning provided in
Section 6.02(a).

                 "Acquired Indebtedness" of any Person means Indebtedness of
another Person and any of its Subsidiaries existing at the time such other
Person becomes a Subsidiary (Restricted Subsidiary in the case of the Company)
of the referent Person or at the time it merges or consolidates with the
referent Person or any of the referent Person's Subsidiaries (Restricted
Subsidiaries in the case of the Company) or assumed by the referent Person or
any Subsidiary (Restricted Subsidiary in the case of the Company) of the
referent Person in connection with the acquisition of assets from such other
Person and in each case not Incurred by such other Person or its Subsidiaries
in connection with, or in anticipation or contemplation of, such other Person
becoming a Subsidiary (Restricted Subsidiary in the case of the Company) of the
referent Person or such acquisition, merger or consolidation.

                 "Affiliate" means, when used with reference to any Person,
any other Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, the referent Person.  For the purposes
of this definition, "control" when used with




                                      1


<PAGE>   10

respect to any specified Person means the power to direct or cause the
direction of management or policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise
(and the terms "controlling" and "controlled" have meanings correlative of the
foregoing) or the ownership of more than 10% of the Voting Stock of such
Person; provided that Bankers Trust Company and The Toronto-Dominion Bank and
each of their Affiliates will not be deemed to be affiliates of the Company and
for purposes of payment to employee compensation, a person shall not be deemed
to be an Affiliate of the Company by virtue of his or her status  as an officer
or director of the Company absent other elements of control.

                 "Affiliate Transaction" has the meaning set forth in Section
4.11.

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

                 "Agent Members" has the meaning provided in Section 2.16.

                 "Anchor Acquisition" means the acquisition on February 5, 1997
by the Company of certain assets and certain liabilities of Old Anchor pursuant
to the Asset Purchase Agreement dated December 18, 1996 among Consumers
Packaging, Old Anchor, Owens-Brockway Glass Container, Inc. (the rights and
obligations of Consumers Packaging thereunder having been assigned to the
Company).

                 "all or substantially all" shall have the meaning given such
phrase in the Revised Model Business Corporation Act.

                 "Asset Acquisition" means (i) an Investment by the Company or
any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged with the Company or any
Restricted Subsidiary or (ii) the acquisition by the Company or any Restricted
Subsidiary of assets of any Person comprising a division or line of business of
such Person.

                 "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease, assignment or other disposition or series of
related sales, issuances, conveyances, transfers, leases, assignments or other
dispositions (including, without limitation, by merger or consolidation, and
whether by operation of law or otherwise) for value by the Company or by any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person (other than by a Restricted Subsidiary to the Company or another
Restricted Subsidiary) of (i) any Capital Stock of a Restricted Subsidiary held
or beneficially owned by the Company or any Restricted Subsidiary, (ii) any
other Property (excluding Capital Stock not covered in (i) or (iii)) of the
Company or of any Restricted Subsidiary or (iii) non-cash consideration
received by the Company or any Restricted Subsidiary pursuant to Section 4.16.
Notwithstanding the foregoing, Asset Sales shall not include (a) the creation
of any Permitted Lien, (b) any disposition of Bank Collateral, (c) the sale or
other disposition of inventory in the ordinary course of business, (d) the sale
or other disposition of and any item of machinery, equipment,




                                      2
<PAGE>   11

furniture, apparatus, tools, implements or other similar Property, the Fair
Market Value of which does not exceed $500,000 in a single or series of related
transactions or $2.5 million in the aggregate in any fiscal year, or (e) the
sale of receivables pursuant to a receivables securitization or similar
program.

                 "Asset Sale Offer" has the meaning provided in Section 4.16.

                 "Attributable Indebtedness" means, in respect of a Sale and
Leaseback Transaction at the time of determination thereof the capitalized
amount of Indebtedness in respect of such transaction that would appear on the
face of a balance sheet of the lessee thereunder in accordance with GAAP.

                 "Authenticating Agent" has the meaning provided in Section
2.02.

                 "Authority" means any national, federal, state, municipal or
local government or quasi-governmental agency or authority.

                 "Bank Collateral" means all of the collateral securing the
Revolving Credit Facility.

                 "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as now and hereafter in effect or any successor statute.

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

                 "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

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

                 "Business Day" means each day which is not a Saturday, a
Sunday or any day which banking institutions are not required to open in the
City of New York.

                 "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease that are
required to be classified and accounted for as a capital lease obligations
under GAAP and, for purposes of this definition, the amount of such obligations
at any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.  Each Capitalized Lease Obligation shall be
deemed to be secured by a Lien on the property subject to the lease.





                                      3
<PAGE>   12

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

                 "Cash Equivalents" means (i) marketable direct obligations
issued or unconditionally guaranteed by the United States or Canadian
Government or issued by any agency thereof and backed by the full faith and
credit of the United States or Canada, in each case maturing within one year
from the date of acquisition thereof; (ii) marketable direct obligations issued
by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof maturing within one year
from the date of acquisition thereof and, at the time of acquisition, having at
least the second highest rating obtainable from either Standard & Poor's Rating
Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"); (iii) commercial
paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having at least the second highest rating obtainable
from either S&P's or Moody's; (iv) certificates of deposit or bankers'
acceptances maturing within one year from the date of acquisition thereof
issued by any commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia that (a) is at least
"adequately capitalized" (as defined in the regulations of its primary federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $500,000,000; (v) shares of any money market mutual fund that
(a) has its assets invested continuously in the types of investments referred
to in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000, and (c) has at least the second highest rating obtainable from
either S&P or Moody's; and (vi) repurchase agreements with respect to, and
which are fully secured by a perfected security interest in, obligations of a
type described in clause (i) or clause (ii) above and are with any commercial
bank described in clause (iv) above.

                 "Change of Control" means an event or series of events by
which (a) (i) Permitted Holders shall cease to be the beneficial owner
(including, without limitation, economic interest and voting power), directly
or indirectly, of at least 40% (or after a Qualified Public Offering, 25%) of
the Fully-Diluted Voting Stock of Consumers Packaging, the Parent or the
Company, (ii) the Parent shall cease to be the owner (including, without
limitation, economic interest and voting power) directly of at least 40% (or
after a Qualified Public Offering, 25%) of the Fully-Diluted Voting Stock of
the Company or (iii) any Person or group (as defined under Rule 13d-3 under the
Exchange Act) other than one or more of the Permitted Holders or, in the case
of the Company, Smith Barney in its capacity as Escrow Agent for the creditors
of Old Anchor in connection with its Chapter 11 proceedings under the
United States Bankruptcy Code so long as it does not in fact exercise control
over the Company, becomes the beneficial owner (as defined under Rule 13d-3
under the Exchange Act), directly or indirectly, of more of the Fully-Diluted
Voting Stock of Consumers Packaging, the Parent or the Company, as the case may
be, than is then beneficially owned, directly or indirectly, by one or more of
the Permitted Holders; (b) during any period of two consecutive years or in the
case this event occurs within the first two years after Issue Date,




                                      4
<PAGE>   13

such shorter period as shall have begun on the Issue Date, individuals who at
the beginning of such period constituted the Board of Directors of the Company
or Consumer Packaging or the Parent, as the case may be, on the Issue Date
(together with any new or replacement directors whose proposal for election by
the shareholders of the Company, Consumers Packaging or the Parent, as the case
may be, or by the other directors was approved by a vote of 66 2/3% of the
directors of the Company or Consumers Packaging or the Parent, as the case may
be, then still in office who were either directors on the Issue Date or whose
election or nomination for election was previously so approved) shall cease for
any reason to constitute a majority of the members of the Board of Directors of
the Company or Consumers Packaging or the Parent, as the case may be, then
still in office; provided that if any Person or group other than the applicable
Permitted Holders is able to elect a majority of the Board of Directors of
Consumers Packaging or the Company or the Parent, as the case may be, pursuant
to an agreement with one or more Persons, a Change of Control shall be deemed
to have occurred; (c) the Company or Consumers Packaging or the Parent, as the
case may be, consolidates with or merges with or into another Person or any
Person consolidates with, or merges with or into, the Company, Consumers
Packaging or the Parent, as the case may be (in each case, whether or not in
compliance with the terms of the Indenture), in any such event pursuant to a
transaction in which immediately after the consummation thereof Persons owning
a majority of the Voting Stock of the Company or Consumers Packaging or the
Parent, as the case may be, immediately prior to such consummation shall cease
to own a majority of the Voting Stock of the Company or Consumers Packaging or
the Parent, as the case may be, or the surviving entity if other than the
Company or Consumers Packaging or the Parent, as the case may be; or (d) the
Company or Consumers Packaging or the Parent conveys, transfers or leases all
or substantially all of its assets.

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

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

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

                 "Commodity Agreement" of any Person means any forward
contract, commodity swap, commodity option or other similar financial agreement
or arrangement relating to, or the value of which is dependent upon,
fluctuations in commodity prices.

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

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

                 "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of (i) Consolidated Net Income plus
(ii) to the extent that any of the




                                      5
<PAGE>   14

following shall have been taken into account in determining Consolidated Net
Income, (A) all net income taxes of such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company) paid or accrued in
accordance with GAAP for such period (without including or taking into account
income taxes attributable to extraordinary, unusual or nonrecurring gains or
losses or taxes attributable to sales or dispositions of assets outside the
ordinary course of business), Consolidated Interest Expense, amortization
expense and depreciation expense (including depreciation or amortization
expense included in cost of goods sold), and (B) other noncash items (other
than noncash interest) reducing Consolidated Net Income, other than any noncash
item which requires the accrual of or a reserve for cash charges for any future
period, less other noncash items increasing Consolidated Net Income, all as
determined on a consolidated basis for such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company) in conformity with GAAP.

                 "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense and (ii) the product of (x) the amount of all cash dividend payments on
any series of Preferred Stock or Disqualified Capital Stock of such Person and
of its Subsidiaries (Restricted Subsidiaries in the case of the Company) paid,
accrued or scheduled to be paid or accrued during such period times (y) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated federal, state and local tax rate
of such Person, expressed as a decimal.

                 "Consolidated Interest Coverage Ratio" means, with respect to
any Person, the ratio of Consolidated EBITDA of such Person during the Four
Quarter Period ending on or prior to the date of the transaction or event
giving rise to the need to calculate the Consolidated Interest Coverage Ratio
(the "Transaction Date") to Consolidated Fixed Charges of such Person for the
Four Quarter Period.  In addition to and without limitation of the foregoing,
for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to (i) the Incurrence or repayment of any
Indebtedness of such Person or any of its Subsidiaries (Restricted Subsidiaries
in the case of the Company) (and the application of the proceeds thereof)
giving rise to the need to make such calculation and any Incurrence of other
Indebtedness (and the application of the proceeds thereof), other than the
Incurrence or repayment (not resulting in a permanent reduction of available
borrowings) of Indebtedness in the ordinary course of business pursuant to
working capital facilities (including the Revolving Credit Facility), at any
time subsequent to the first day of the Four Quarter Period and on or prior to
the Transaction Date, as if such Incurrence or repayment, as the case may be
(and the application of the proceeds thereof), occurred on the first day of the
Four Quarter Period, (ii) any Asset Sales or Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Subsidiaries (Restricted
Subsidiaries in the case of the Company) (including any Person who becomes a
Subsidiary (Restricted Subsidiary in the case of the Company) as a result of
any such Asset Acquisition) Incurring Acquired Indebtedness at any time
subsequent to the to the first day of the Four Quarter Period and on or prior
to the Transaction Date), as if such Asset





                                      6
<PAGE>   15

Sale or Asset Acquisition (including the Incurrence of any such Indebtedness or
Acquired Indebtedness and also including or deducting any Consolidated EBITDA
associated with such Asset Acquisition or Asset Sale, respectively) occurred on
the first day of the Four Quarter Period; provided that the Consolidated EBITDA
of any Person acquired shall be included only to the extent includable pursuant
to the definition of "Consolidated Net Income".  For purposes of this
definition, (x) whenever pro forma effect is to be given to any of the
foregoing transactions, the pro forma calculations will be determined in
accordance with Regulation S-X promulgated by the Commission and (y) the
Company's Consolidated EBITDA, Consolidated Fixed Charges, Consolidated
Interest Expense and Consolidated Net Income for the second, third and fourth
quarters of 1996 shall be Pro Forma.  Furthermore, in calculating "Consolidated
Fixed Charges" for purposes of determining the denominator (but not the
numerator) of this "Consolidated Interest Coverage Ratio", (1) interest on
Indebtedness determined on a fluctuating basis as of the Transaction Date
(including Indebtedness actually Incurred on the Transaction Date) and which
will continue to be so determined thereafter shall be deemed to have accrued at
a fixed rate per annum equal to the rate of interest on such Indebtedness in
effect on the Transaction Date; (2) notwithstanding clause (1) above, interest
on Indebtedness determined on a fluctuating basis, to the extent such interest
is covered by agreements relating to Interest Swap Obligations, shall be deemed
to accrue at the rate per annum resulting after giving effect to the operation
of such agreements; and (3) interest on Indebtedness Incurred in the ordinary
course of business pursuant to working capital facilities (including the
Revolving Credit Facility) shall be determined as if the average amount of
borrowings outstanding thereunder during the Four Quarter Period shall have
been outstanding on every day of such Four Quarter Period and interest had
accrued at the rate determined pursuant to the preceding clause (1) or (2)
(whether or not such Indebtedness shall have been outstanding on the
Transaction Date).

                 "Consolidated Interest Expense" means, with respect to any
Person for any period, the aggregate of the interest expense (without deduction
of interest income) of such Person and its Subsidiaries (Restricted
Subsidiaries in the case of the Company) for such period, on a consolidated
basis, as determined in accordance with GAAP and including, without
duplication, (a) all amortization of original issue discount; (b) the interest
component of Capitalized Lease Obligations paid or accrued by such Person and
its Subsidiaries (Restricted Subsidiaries in the case of the Company) during
such period; (c) net cash costs under all Interest Swap Obligations (including
amortization of fees); (d) all capitalized interest; (e) to the extent that
such Person or any of its Subsidiaries (Restricted Subsidiaries in the case of
the Company) guarantees interest on any debt of any borrower, interest paid by
such borrower during such period on such debt but only to the extent of the
amount of the interest Guaranteed; (f) all amortization or write off of
deferred financing costs of such Person and its consolidated Subsidiaries
(Restricted Subsidiaries in the case of the Company) during such period (other
than the write-off of financing fees related to the Company's Senior Credit
Agreement dated February 5, 1997) and any premium or penalty paid in connection
with redeeming or retiring Indebtedness of such Person and its consolidated
Subsidiaries (Restricted Subsidiaries in the case of the Company) prior to the
Stated Maturity thereof; and (g) the interest portion of any deferred payment
obligations for such period.

                 "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Subsidiaries (Restricted Subsidiaries in the case of the Company) for such
period on a consolidated basis, determined in accordance with GAAP; provided
that there shall be excluded therefrom (a) after-tax gains from Asset Sales or
abandonments or reserves relating thereto, (b) after-tax items classified as





                                      7
<PAGE>   16

extraordinary or nonrecurring gains or losses, (c) the net income of any Person
acquired in a "pooling of interests" transaction accrued prior to the date it
becomes a Subsidiary (Restricted Subsidiary in the case of the Company) of the
referent Person or is merged or consolidated with the referent Person or any
Subsidiary of the referent Person, (d) the net income (but not loss) of any
Subsidiary (Restricted Subsidiary in the case of the Company) of the referent
Person to the extent that the declaration of dividends or similar distributions
by that Subsidiary of that income is restricted by a contract, operation of law
or otherwise, except to the extent of dividends or distributions paid in the
form of cash or Cash Equivalents to the referent Person or to a Subsidiary
(Restricted Subsidiaries in the case of the Company) of the referent Person by
such Person, (e) the net income of any Person, other than a Subsidiary
(Restricted Subsidiary in the case of the Company) of the referent Person,
except to the extent of dividends or distributions paid in the form of cash or
Cash Equivalents to the referent Person or to a Subsidiary (Restricted
Subsidiaries in the case of the Company) of the referent Person by such Person,
(f) any restoration to income of any contingency reserve except to the extent
that provision for such reserve was made out of Consolidated Net Income accrued
at any time following the Issue Date, (g) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of
during such period whether or not such operations were classified as
discontinued), and (h) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person's assets, any
earning of the successor corporation prior to such consolidation, merger or
transfer of assets.

                 "Consolidated Net Worth" of any Person means the total of the
consolidated stockholders' equity of such Person, determined on a consolidated
basis in accordance with GAAP, less (without duplication) amounts attributable
to Disqualified Capital Stock of such Person.

                 "Consumers Packaging" means Consumers Packaging Inc., a
corporation organized under the federal laws of Canada.

                 "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 21 West, New York, New York 10286.

                 "Covenant Defeasance" has the meaning provided in Section
12.02.

                 "Currency Agreements" means, in respect of a Person, any
foreign exchange currency futures or options, currency swap agreements, forward
exchange rate agreements, exchange rate collar agreements, exchange rate
insurance or other similar agreements or arrangements, or combination thereof,
as to which such Person is a party or a beneficiary.

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

                 "Default" means an event or condition the occurrence of which
is, or with the



                                      8
<PAGE>   17

lapse of time or the giving of notice or both would be, an Event of Default.

                 "Defaulted Interest" has the meaning provided in Section 2.12.

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

                 "Discontinued Plant" means plants of the Company closed prior
to the Issue Date including, without limitation, those located in Dayville,
Connecticut and Houston, Texas, and one plant closed by the Company after the
Issue Date which is specified as such in an Officers' Certificate.

                 "Discontinued Plant Asset Sale" means an Asset Sale of a
Discontinued Plant.

                 "Discontinued Plant Closing Costs" means cash expenses
incurred by the Company and its Restricted Subsidiaries as a result of the
closing of a Discontinued Plant no later than 270 days after a Discontinued
Plant Asset Sale.

                 "Disqualified Capital 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) or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to ten months prior to the date on which the Notes mature; provided,
however, that any Capital Stock that would not constitute Disqualified Stock
but for provisions thereof giving holders thereof the right to require the
Company to repurchase or redeem such Capital Stock upon the occurrence of a
Change of Control occurring on or prior to the first anniversary date on which
the Notes mature shall not constitute Disqualified Stock if (i) the change of
control provisions applicable to such Capital Stock are no more favorable to
the holders of such Capital Stock than the provisions applicable to the Notes
contained in Section 4.15 and (ii) such Capital Stock specifically provides
that the Company will not repurchase or redeem any such stock pursuant to such
provisions prior to the Company's repurchase of such Notes as are required to
be repurchased pursuant to Section 4.15.

                 "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.

                 "Equity Offering" means an offering of nonredeemable Common
Stock of the Company to any Person other than the Company or any of its
Subsidiaries.

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

                 "Excess Proceeds Amount" has the meaning provided in Section
4.16.





                                      9
<PAGE>   18

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

                 "Exchange Notes" has the meaning provided in the preamble to
this Indenture.

                 "Exchange Offer" means the registration by the Company under
the Securities Act pursuant to a registration statement of the offer by the
Company to each Holder of the Initial Notes to exchange all the Initial Notes
held by such Holder for the Exchange Notes in an aggregate principal amount
equal to the aggregate principal amount of the Initial Notes held by such
Holder, all in accordance with the terms and conditions of the Registration
Rights Agreement.

                 "Fair Market Value" or "Fair Value" means, with respect to any
Property, the price which could be negotiated in an arm's-length transaction,
for cash, between an informed, willing and able seller and an informed and
willing and able buyer, neither of whom is under undue pressure or compulsion
to complete the transaction.  Fair Market Value shall be determined by the
Company acting reasonably and in good faith; provided, however, that if the
value of the aggregate consideration to be received by the Company or any of
its Subsidiaries from any Asset Sale could reasonably be expected to exceed (i)
$5.0 million, Fair Market Value shall be determined by the Board of Directors
of the Company as evidenced by a Board Resolution delivered to the Trustee or
(ii) $10.0 million, Fair Market Value shall also be determined by an
Independent Financial Advisor in a written opinion addressed to the Trustee.

                 "Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing in the United States
that is, in the reasonable and good faith judgment of the Board of Directors of
the Company, qualified to perform the task for which such firm has been
engaged.

                 "First Mortgage Notes" means the Company's 11 1/4% First
Mortgage Notes due 2005.

                 "Four Quarter Period" means, in respect of any Person at any
time, the most recently completed four consecutive full fiscal quarters
(provided that in the case of the Company, for the first fiscal quarter of
1997, shall be the period from February 5, 1997 through March 31, 1997).

                 "Fully-Diluted Voting Stock" means, in respect of any Person
at any time, the Voting Stock of such Person assuming that all outstanding
options, warrants or other rights to acquire such Voting Stock have been
exercised and all outstanding securities convertible into or exchangeable for
such Voting Stock have been converted or exchanged at such time, in each case
in accordance with their terms in effect at such time.

                 "G&G Investments" means G&G Investments Inc., a Delaware
corporation.




                                     10
<PAGE>   19

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

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

                 "Guarantee" means any obligation, contingent or otherwise, of
any Person, directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay for (or advance
or supply funds for the purchase or payment of) such Indebtedness or other
obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term "Guarantee" will not include
endorsements for collection or deposit in the ordinary course of business.  The
term "Guarantee" used as a verb has a corresponding meaning.

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

                 "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, Guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence", "Incurred", "Incurrable" and "Incurring"
shall have meanings correlative to the foregoing); provided that (A) any
Indebtedness of a Person existing at the time such Person becomes (after the
Issue Date) a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) of the Company shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Restricted Subsidiary and (B) any
amendment, modification or waiver of any document pursuant to which
Indebtedness was previously Incurred shall be deemed (without duplication), as
of the date of and after giving effect to, such amendment, modification or
waiver, to be an Incurrence of additional Indebtedness unless such amendment,
modification or waiver does not (i) increase the principal or premium thereof
or interest rate thereon (including by way of original issue discount) or (ii)
change to an earlier date the Stated Maturity thereof or the date of any
scheduled or required principal payment thereon or the time or circumstances
under which such Indebtedness shall be redeemed; provided, however, that a
change in GAAP that results in an obligation of such Person that exists at such
time becoming Indebtedness will not be deemed an Incurrence of




                                     11
<PAGE>   20

such Indebtedness.

                 "Indebtedness" means with respect to any Person, without
duplication, (i) the principal of and premium (if any) in respect of
indebtedness of such Person for borrowed money, (ii) the principal of and
premium (if any) in respect of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all Capitalized Lease
Obligations of such Person, including, without limitation, Attributable
Indebtedness, (iv) all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all reimbursement obligations of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) all Indebtedness of others (including all dividends of other
Persons for the payment of which is) Guaranteed, directly or indirectly, by
such Person or that is otherwise its legal liability or which such Person has
agreed to purchase or repurchase or in respect of which such Person has agreed
contingently to supply or advance funds, (vii) net liabilities of such Person
under Interest Swap Obligations, Commodity Agreements and Currency Agreements,
(viii) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on any Property (including, without limitation, leasehold interests
and any other tangible or intangible property) of such Person, whether or not
such Indebtedness is assumed by such Person or is not otherwise such Person's
legal liability; provided that, if the obligations so secured have not been
assumed by such Person or are otherwise not such Person's legal liability, the
amount of such Indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such Indebtedness secured by such Lien
or the Fair Market Value of the Property subject to such Lien and (ix) all
Disqualified Capital Stock issued by such Person, with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends if any.  For purposes
hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock
which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Capital Stock as if such Disqualified
Capital Stock were purchased on any date on which Indebtedness shall be
required to be determined pursuant to the Indenture, provided that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the full amount of such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP. Notwithstanding the foregoing, (x) Indebtedness shall
not include any endorsements for collection or deposit in the ordinary course
of business or any Indebtedness that has been defeased or satisfied in
accordance with the terms of the documents governing such Indebtedness and is
no longer considered Indebtedness under GAAP and (y) any realization of a
Permitted Lien on Bank Collateral shall not constitute the Incurrence of
Indebtedness.

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






                                     12
<PAGE>   21

                 "Independent" when used with respect to any specified Person
means a Person who (a) is in fact independent, (b) does not have any direct
financial interest or any material indirect financial interest in the Company
or any of its Subsidiaries, or in any Affiliate of the Company or any of its
Subsidiaries and (c) is not an officer, employee, promoter, trustee, partner,
director or person performing similar functions for the Company or any of its
Subsidiaries.  Whenever it is provided in the Indenture that any Independent
Person's opinion or certificate shall be furnished to the Trustee, such Person
shall be appointed by the Company in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read this definition and
that the signer is Independent within the meaning thereof.

                 "Independent Financial Advisor" means a Financial Advisor
that is Independent.

                 "Initial Notes" has the meaning provided in the preamble to
this Indenture.

                 "Initial Purchasers" means TD Securities (U.S.A.) Inc. and BT
Alex. Brown Incorporated.

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

                 "Intercompany Agreement" means the Intercompany Agreement,
dated as of April 17, 1997, as amended from time to time.

                 "Intercompany Indebtedness" means any Indebtedness of the
Company or any Restricted Subsidiary which, in the case of the Company, is
owing to any Restricted Subsidiary and which, in the case of any such
Restricted Subsidiary, is owing to the Company or any Restricted Subsidiary;
provided that if as of any date any Person other than the Company or a
Restricted Subsidiary owns or holds such Indebtedness, or holds any Lien in
respect thereof, such Indebtedness shall no longer be Intercompany Indebtedness
permitted to be Incurred pursuant to Section 4.12.

                 "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

                 "Interest Swap Obligations" means the obligations of any
Person under any interest rate swap agreement, interest rate cap, collar or
floor agreement or other similar financial agreement or other interest rate
hedge or arrangement designed to protect the Company or any of its Subsidiaries
against or manage exposure to fluctuations in interest rates.

                 "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter.




                                     13
<PAGE>   22

                 "Investment" by any Person means any direct or indirect (i)
loan, advance or other extension of credit or capital contribution (by means of
transfers of cash or other Property (valued at the Fair Market Value thereof as
of the date of transfer) to others or payments for Property or services for the
account or use of others, or otherwise); (ii) purchase or acquisition of
Capital Stock, bonds, notes, debentures or other securities or evidences of
equity ownership or Indebtedness issued by any other Person (whether by merger,
consolidation, amalgamation or otherwise (but excluding any merger,
consolidation or amalgamation subject to Article 5) and whether or not
purchased directly from the issuer of such securities or evidences of
Indebtedness); (iii) Guarantee or assumption of any Indebtedness or any other
obligation of any other Person; (iv) all other items that would be classified
as investments (including, without limitation, purchases of assets outside the
ordinary course of business) on a balance sheet of such Person prepared in
accordance with GAAP; and (v) any payment made by such Person to any other
Person in order to obtain a commitment from such other Person to purchase
products or services from such Person, but excluding the purchase of assets
(which for this purpose shall not include any equity or debt securities) used
in a Related Business and excluding any trade accounts receivable in the
ordinary course of business and notes receivable from employees received solely
in exchange for the issuance by the Company to such employees of Qualified
Capital Stock.  The amount of any Investment shall not be adjusted for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment.

                 "Issue Date" means the date of original issuance of the Notes.

                 "Legal Defeasance" has the meaning provided in Section 12.02.

                 "Legal Holiday" has the meaning set forth in Section 14.07.

                 "Legal Requirements" means any and all present and future
judicial and administrative rulings and decisions, and any and all present and
future Federal, state and local laws, ordinances, rules, regulations, permits
and certificates, of any Authority, in each case in any way applicable to the
Company or the Collateral (or the ownership or use thereof).

                 "Lien" means any lien, mortgage, pledge, assignment, security
interest, charge easement, restriction, covenant, right of way, adverse claim
affecting title to real or personal property, or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease
in the nature thereof, and any agreement to give any security interest) and any
option, trust or other preferential arrangement having the practical effect of
any of the foregoing.

                 "Loan Agreement" has the meaning provided in the recitals
hereto.

                 "Management Agreement" means the Management Agreement between
G&G Investments and the Company as in effect on the Issue Date.

                 "Material Adverse Effect" means a material adverse effect upon
(i) the business,



                                     14
<PAGE>   23

operations, properties, assets, financial condition or prospects of the Company
and its Restricted Subsidiaries taken as a whole, (ii) the ability of the
Company or the Parent to perform its obligations under the Indenture or the
Notes or (iii) the material rights and remedies of the Trustee and the Holders
under the Indenture or the Notes.

                 "Maturity Date" means March 15, 2008.

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

                 "Net Cash Proceeds" means, with respect to any Asset Sale,
cash proceeds of such Asset Sale (including Cash Equivalents) net of reasonable
transaction costs of sale including, but not limited to, (i) income taxes
reasonably estimated to be payable as a result of such Asset Sale, (ii) payment
of the outstanding principal amount of, premium or penalty, if any, and
interest on, any Indebtedness that is secured by a Permitted Lien on the
property or assets in question and that is required to be repaid under the
terms thereof as a result of such Asset Sale, (iii) any underwriting, brokerage
or other customary selling commissions and reasonable legal, advisory and other
fees and expenses, including title and recording expenses and reasonable
expenses incurred for preparing such assets for sale, associated therewith, and
(iv) payments of unassumed liabilities (not constituting Indebtedness) relating
to the assets sold at the time of, or within 30 days after, the date of such
sale; provided that the Net Cash Proceeds in the case of any Discontinued Plant
Asset Sale will be deemed to have been applied in accordance with Section 4.16
if used to pay Discontinued Plant Closing Costs attributable to such
Discontinued Plant subject to a limit of up to $5 million per Discontinued
Plant and up to $20.0 million in the aggregate for all Discontinued Plant Asset
Sales from the Issue Date.

                 "Net Equity Proceeds" means (a) in the case of any sale by the
Company of Qualified Capital Stock of the Company, the aggregate net cash
proceeds received by the Company, after payment of expenses, commissions and
the like (including, without limitation, brokerage, legal, accounting and
investment banking fees and commissions) incurred in connection therewith, and
(b) in the case of any exchange, exercise, conversion or surrender of any
outstanding Indebtedness of the Company or any Restricted Subsidiary for or
into shares of Qualified Capital Stock of the Company, the amount of such
Indebtedness (or, if such Indebtedness was issued at an amount less than the
stated principal amount thereof, the accrued amount thereof as determined in
accordance with GAAP) as reflected in the consolidated financial statements of
the Company prepared in accordance with GAAP as of the most recent date next
preceding the date of such exchange, exercise, conversion or surrender (plus
any additional amount required to be paid in cash by the holder of such
Indebtedness to the Company or to any Restricted Subsidiary upon such exchange,
exercise, conversion or surrender and less any and all payments made to the
holders of such Indebtedness, and all other expenses incurred by the Company in
connection therewith), in the case of each of (i) and (ii) to the extent
consummated after the Issue Date; provided that the exchange, exercise,
conversion or surrender of any Subordinated Obligations shall not be or be
deemed to be included in Net Equity Proceeds unless such Subordinated
Obligation was issued after the Issue Date.





                                     15
<PAGE>   24

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

                 "Notes" means the Initial Notes and the Exchange Notes treated
as a single class of securities, as amended or supplemented from time to time
in accordance with the terms hereof, that are issued pursuant to this
Indenture.

                 "OI Assurance Agreement" means the OI Assurance Agreement
attached hereto as Exhibit H.

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

                 "Offering Memorandum" means the Offering Memorandum dated
March 11, 1998, pursuant to which the Initial Notes were offered, and any
supplement thereto.

                 "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, any Vice-President, the Chief Financial Officer, the
Controller, the Treasurer, any Assistant Treasurer or the Secretary of the
Company or any Guarantor, as the case may be.

                 "Officers' Certificate" means a certificate signed by an
Officer and delivered to the Trustee that shall comply with Sections 14.04 and
14.05.

                 "Old Anchor" means Anchor Resolution Corp., a Delaware
corporation (formerly Anchor Glass Container Corporation).

                 "144A Global Note" has the meaning provided in Section 2.01.

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

                 "Outstanding" means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture, except:

         (i)     Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

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



                                     16
<PAGE>   25

been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made;

         (iii)   Notes which have been paid pursuant to Section 2.07 or in
exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, other than any such Notes in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Notes are held by a bona fide purchaser in whose hands such Notes are
valid obligations of the Company; and

         (iv)    Notes which have been defeased pursuant to Article 12.

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

                 "Parent" means Consumers U.S., Inc., a Delaware corporation.

                 "Paying Agent" has the meaning provided in Section 2.03.

                 "Permits" means all licenses, permits, variances and
certificates used in connection with the ownership, operation, improvement, use
or occupancy of any Collateral Property (including, without limitation,
business licenses, state health department licenses, licenses to conduct
business and all such other permits, licenses and rights, obtained from any
Authority concerning ownership, improvement, operation, use or occupancy of
such Collateral Property).

                 "Permitted Holders" means (a) in the case of Consumers
Packaging, (i) John J. Ghaznavi; (ii) the spouse, parents, siblings,
descendants (including children or grandchildren by adoption) of John J.
Ghaznavi or of such spouse or siblings; (iii) in the event of the incompetence
or death of any of John J. Ghaznavi or any of the Persons described in clause
(ii), such Person's estate, executor, administrator, committee or other
personal representative in each case who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly, Voting
Stock of Consumers Packaging; (iv) any trusts created for the sole benefit of
John J. Ghaznavi or the Persons described in clauses (ii) or (iii) or any trust
for the benefit of such trust; or (v) any Person of which John J. Ghaznavi or
any of the Persons described in clauses (ii) or (iii) (x) "beneficially owns"
(as defined in Rules 13d-3 and 13d-5




                                     17
<PAGE>   26

under the Exchange Act) on a fully-diluted basis all of the Voting Stock of
such Person or (y) is the sole trustee or general partner, or otherwise has the
sole power to manage the business and affairs, of such Person and (b) in the
case of the Company and the Parent, Consumers Packaging and its Wholly-Owned
Subsidiaries.

                 "Permitted Indebtedness" means, without duplication, each of
the following:

                 (i)      Indebtedness under the Notes and this Indenture,
including Indebtedness in respect of obligations of the Company to the Trustee;

                 (ii)     Indebtedness outstanding from time to time pursuant
to the Revolving Credit Facility in an amount not to exceed the greater of (a)
$125.0 million and (b) the sum of 90% of the gross book value of the accounts
receivable of the Company and its Subsidiaries and 70% of the gross book value
of the inventory of the Company and its Subsidiaries, in each case calculated
in accordance with GAAP;

                 (iii)    Indebtedness outstanding on the Issue Date;

                 (iv)     Commodity Agreements; provided, however, that such
Commodity Agreements are entered into for the purpose of reducing risk in the
ordinary course of the financial management of the Company or any Restricted
Subsidiary and designed to protect the Company or such Restricted Subsidiary
against fluctuations in commodity prices;

                 (v)      Indebtedness Incurred in connection with (a) Interest
Swap Obligations and Currency Agreements relating to Indebtedness permitted
pursuant to the "Limitation on Indebtedness" covenant that are entered into for
the purpose of reducing risk in the ordinary course of the financial management
of the Company or any Restricted Subsidiary; provided, however, that the
notional amount of each such Interest Swap Obligation and Currency Agreement
does not exceed the principal amount of the Indebtedness to which the Interest
Swap Obligation or the Currency Agreement, as the case may be, relates, or (b)
Currency Agreements that are entered into in the ordinary course of the
financial management of the Company or any of its Restricted Subsidiaries and
designed to protect the Company or such Restricted Subsidiary against
fluctuations in foreign currency exchange rates;

                 (vi)     Indebtedness of the Company or any Restricted
Subsidiary represented by Capitalized Lease Obligations, mortgage financings or
other purchase money obligations or obligations under other financing
transactions relating to capital expenditures, 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 used in a Related Business not to
exceed (a) in any fiscal year the lesser of (1) $10.0 million and (2) 25% of
the Company's capital expenditures as determined in accordance with GAAP for
the prior fiscal year and (b) $35.0 million in the aggregate outstanding at any
one time;

                 (vii)    additional Indebtedness Incurred by the Company or
any Restricted



                                     18
<PAGE>   27


Subsidiaries not to exceed $10.0 million outstanding at any time;

                 (viii)   Intercompany Indebtedness;

                 (ix)     Refinancing Indebtedness;

                 (x)      Indebtedness of any Person that becomes a Restricted
Subsidiary after the Issue Date which Indebtedness existed at the time such
Person becomes a Restricted Subsidiary; provided that (a) such Indebtedness was
not Incurred as a result of or in connection with or anticipation of such
Person becoming a Restricted Subsidiary and (b) to the extent the principal
amount of such Indebtedness and any other Indebtedness previously permitted
pursuant to this clause (x) exceeds $5.0 million in the aggregate at the time
such Restricted Subsidiary is acquired by the Company, immediately before and
immediately after giving effect to such Person becoming a Restricted Subsidiary
(as if such existing Indebtedness were Incurred on the first day of the Four
Quarter Period) the Company could Incur at least $1.00 of
additional Indebtedness in accordance with the Consolidated Interest Coverage
Ratio test of paragraph (a) of Section 4.12; and

                 (xi)     reimbursement obligations relating to undrawn standby
letters of credit and obligations in respect of performance bonds and surety
bonds, in each case issued in the ordinary course of business.

                 "Permitted Investments" means (a) Investments in cash and Cash
Equivalents; (b) loans, Guarantees and reasonable advances to employees of the
Company or any Restricted Subsidiary made in the ordinary course of business of
the Company or such Restricted Subsidiary, as the case may be, in an aggregate
principal amount not exceeding $1.0 million at any time outstanding; (c)
Investments by the Company or by any Restricted Subsidiary in the Company or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary; (d) Investments by the Company or
by any Restricted Subsidiary in another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or any
Restricted Subsidiary in compliance with the provisions of Article 5; provided,
however, that the primary business of such Restricted Subsidiary is a Related
Business; (e) non-cash consideration received in accordance with Section 4.16;
(f) advances to suppliers and customers in the ordinary course of business; (g)
Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of suppliers and customers or in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business; (h) guarantees by the Company and
its Restricted Subsidiaries of the obligations of one another under the
Revolving Credit Facility; (i) sales of goods or services on trade credit terms
consistent with the Company's and its Subsidiaries' past practices or otherwise
consistent with trade credit terms in common use in the industry and recorded
as accounts receivable on the balance sheet of the Person making such sale; and
(j) lease, utility and other similar deposits in the ordinary course of
business.





                                     19
<PAGE>   28

                 "Permitted Liens" means, without duplication, each of the
following:

                 (i)      Liens securing the First Motgage Notes;

                 (ii)     Liens for taxes or governmental assessments, charges,
levies or claims not yet delinquent or for which a bond has been posted in an
amount equal to the contested amount (including potential interest and
penalties thereon);

                 (iii)    statutory Liens of landlords, carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen or other like Liens arising in the
ordinary course of business of ownership and operation of the relevant property
relating to obligations either (a) not yet delinquent or (b) being contested in
good faith by appropriate proceedings and as to which appropriate reserves or
other provisions have been made in advance in accordance with GAAP;

                 (iv)     Liens in connection with workers' compensation,
unemployment insurance and other similar legislation, surety or appeal bonds,
performance bonds or other obligations of a like nature (in each case not
constituting Indebtedness) arising in the ordinary course of business;

                 (v)      zoning restrictions, licenses, easements, servitudes,
rights of way, title defects, covenants running with the land and other similar
charges or encumbrances or restrictions;

                 (vi)     assignments, leases, or subleases at Discontinued
Plants not materially and adversely affecting the value thereof;

                 (vii)    Liens granted by the Company or any Restricted
Subsidiary to secure Indebtedness Incurred pursuant to clause (vi) of the
definition of Permitted Indebtedness, in each case representing all or part of
the cost of purchase, lease, construction or improvement of Property acquired,
constructed or improved after the date hereof owed to a Person not an Affiliate
of the Company; provided, however, that (x) in any such case such Lien shall
extend only to the specific Property of the Company or any Restricted
Subsidiary leased, acquired, constructed or improved with the proceeds of such
Indebtedness and (y) prior to granting any such Lien, the Company shall provide
the Trustee with an Officers' Certificate stating that the Property subject to
such Lien and the remaining assets of the Company or such Restricted Subsidiary
could be operated independently and such Property could be disposed of
independently of the remaining assets of the Company or such Restricted
Subsidiary without interfering with the continued operation and maintenance of
the remaining assets of the Company or such Restricted Subsidiary, and without
impairing the value of the remaining assets of the Company or such Restricted
Subsidiary or interfering with the Trustee's ability to realize such value;
provided further that (A) the aggregate amount of Indebtedness secured by any
such Lien shall not exceed the Fair Market Value (or, if less, the cost) of the
Property so acquired or leased and (B) such Liens shall not encumber any other
Property of the Company or of any Restricted Subsidiary and shall attach to
such Property within 60 days of the



                                     20
<PAGE>   29

acquisition or lease of, or completion of construction on, such Property;

                 (viii)   Liens on the Bank Collateral;

                 (ix)     Liens existing on the Issue Date; and

                 (x)      Liens on Property of a Person at the time such Person
was merged with the Company or a Restricted Subsidiary, Liens on acquired
Property existing at the time of acquisition thereof and Liens upon any
Property of a Person existing at the time such Person becomes a Restricted
Subsidiary; provided in each case (x) that such Property was not acquired with
the proceeds of any Asset Sale and (y) that such Liens were not created in
contemplation of such merger or acquisition, as the case may be, and such Liens
only extend to such merged or acquired Property.

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

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

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

                 "principal" of any Indebtedness (including the Notes) means
the principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

                 "Principal Payment Default" has the meaning set forth in
clause (v) of Section 6.01.

                 "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.15.

                 "Pro Forma" shall mean for any period the pro forma
Consolidated EBITDA, Consolidated Fixed Charges, Consolidated Interest Expense
or Consolidated Net Income of the Company after giving effect to the offering
of the Notes on the Issue Date and the application of the net proceeds
therefrom and the Anchor Acquisition as if such transactions had occurred on
January 1, 1996 and to any other transactions or events for which pro forma
effect is to be given pursuant to the definition of Consolidated Interest
Coverage Ratio calculated in accordance with Regulation S-X as promulgated by
the Commission applied to the audited financial statements of Old Anchor for
the 1996 fiscal year and, where necessary, the unaudited financial statements
of such company for the second and third fiscal quarters of 1996; it being
understood that prior to giving effect to any transactions or events for which
pro forma effect is to be given pursuant to the definition of Consolidated
Interest Coverage Ratio that Consolidated EBITDA for the Company for each of
the second, third and fourth fiscal quarters of 1996 shall be $21.6 million,
$8.8 million and negative $9.9 million, respectively.




                                     21
<PAGE>   30

                 "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real or immovable,
personal or moveable or mixed, or tangible or corporeal, or intangible or
incorporeal, including, without limitation, Capital Stock in any other Person.

                  "Purchase Money Assets" means Property subject to a Lien in
accordance with clause (vii) of the definition of Permitted Liens.

                 "Qualified Capital Stock" means (i) any Capital Stock that is
not Disqualified Capital Stock and (ii) each warrant, right or option to
acquire Capital Stock that is not Disqualified Capital Stock other than any
such warrant, right or other option to acquire such Capital Stock that is, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable) or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to ten months prior to the date on which the Notes mature.

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

                 "Qualified Public Offering" means an underwritten public
offering of the Common Stock of the Company pursuant to a Registration
Statement filed with the Commission in accordance with the Securities Act
resulting in Net Equity Proceeds of at least $75.0 million.

                 "Record Date" means the Record Dates specified in the Notes,
whether or not a Business Day.

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

                 "Redemption Price", when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to this Indenture
and the Notes.

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

                 "Refinancing Indebtedness" means any Refinancing by the
Company or a Restricted Subsidiary of Indebtedness of the Company or a
Restricted Subsidiary initially Incurred in accordance with Section 4.12,
including the Notes (other than pursuant to clause (ii), (iv), (v), (vi),
(vii), (viii) or (xi) of the definition of Permitted Indebtedness) that does
not (i) result in an increase in the aggregate principal amount of Indebtedness
of such Person as of




                                     22
<PAGE>   31

the date of such proposed Refinancing (plus the amount of any premium required
to be paid under the terms of the instrument governing such Indebtedness and
plus the amount of reasonable expenses incurred by such Person in connection
with such Refinancing) or (ii) create Indebtedness with (a) a Weighted Average
Life to Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness being Refinanced or (b) a final maturity earlier than the final
maturity of the Indebtedness being Refinanced; provided that if such
Indebtedness being Refinanced is subordinate or junior to the Notes or any
Guarantee, then such Refinancing Indebtedness shall be subordinate to the Notes
or such Guarantee at least to the same extent and in the same manner as the
Indebtedness being Refinanced.

                 "Registrar" has the meaning provided in Section 2.03.

                 "Registration Rights Agreement" means the Registration Rights
Agreement dated March 16, 1998 among the Company and the Initial Purchasers for
the benefit of themselves and the Holders, as the same may be amended or
modified from time to time in accordance with the terms thereof.

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

                 "Regulation S Global Note" has the meaning provided in
Section 2.01.

                 "Related Business" means the businesses carried out by the
Company or a Restricted Subsidiary on the date hereof and any reasonable
extensions thereof, including, without limitation, the manufacture and sale of
plastic containers and plastic and metal closures.

                 "Related Business Investment" means any expenditure by the
Company or a Restricted Subsidiary, as the case may be, to acquire assets
(which shall not include any equity or debt security) used in the ordinary
course of a Related Business of the Company or such Restricted Subsidiary.

                 "Restricted Payment" has the meaning provided in Section 4.10.

                 "Restricted Security" has the meaning assigned to such term in
Rule 144 (a) (3) under the Securities Act.

                 "Restricted Subsidiary" means, as of the date of
determination, any Subsidiary of the Company, other than an Unrestricted
Subsidiary.

                 "Revolving Credit Agreement" has the meaning set forth in the
definition of "Revolving Credit Facility."

                 "Revolving Credit Facility" means agreements with one or more
Persons or syndicates of Persons providing for financing for the Company and
its Subsidiaries, and all



                                     23
<PAGE>   32

related security agreements, guarantees, notes and other agreements relating to
same, as the same may be amended, modified or supplemented from time to time,
and any agreement or agreements evidencing the refinancing, modification,
replacement, renewal, restatement, refunding, deferral, extension, substitution
or supplement thereof including, without limitation, any arrangement involving
a Wholly-Owned Subsidiary, the sole activity of which is the financing of
receivables, and including the revolving credit facility under that certain
Credit Agreement dated as of February 5, 1997 (the "Revolving Credit
Agreement") among the Company, Bankers Trust Company, as issuing bank, BT
Commercial Corporation, as agent, PNC Bank, as issuing bank and the financial
institutions party thereto in their capacities as lenders thereunder, and any
security documents and guarantees delivered in connection therewith.

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

                 "S&P" means Standard & Poor's Corporation and its successors

                 "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any Property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary.

                 "SEC" or "Commission" means the Securities and Exchange
Commission.

                 "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                 "Specified Subsidiary" means any Subsidiary of the Company
other than (x) an Unrestricted Subsidiary which is not organized under the laws
of the United States of America, any state thereof or the District of Columbia
or under the laws of Canada or any province thereof or (y) a Subsidiary of the
Company which would not constitute a "significant subsidiary" of the Company as
defined in Rule 1.02 of Regulation S-X promulgated by the Commission, except
that for purposes of this definition, all reference therein to ten (10) percent
shall be deemed to be references to five (5) percent.

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

                 "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of




                                     24
<PAGE>   33

payment to the Notes pursuant to a written agreement or by operation of law.

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

                 "Surviving Entity" means the Person (if other than the
Company) formed by any consolidation of the Company with any Person or into
which the Company is merged or the Person which acquires by conveyance,
transfer or lease the properties and assets of the Company and of the Company's
Subsidiaries as an entirety or virtually as an entirety.

                 "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of this Indenture,
except as otherwise provided in Section 13.06.

                  "Trust Officer" means any officer of the Trustee assigned by
the Trustee to administer this Indenture, or in the case of a successor
trustee, an officer assigned to the department, division or group performing
the corporate trust work of such successor and assigned to administer this
Indenture.

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

                 "Unrestricted Subsidiary" means (i) each Subsidiary of the
Company that the Company has designated pursuant to the provisions described in
Section 4.21 as an Unrestricted Subsidiary and that has not been redesignated a
Restricted Subsidiary and (ii) any Subsidiary of an Unrestricted Subsidiary.

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

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

                 "Voting Stock" with respect to any Person, means securities of
any class of Capital Stock of such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
Board of Directors (or equivalent governing body) of such Person.




                                     25
<PAGE>   34

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

                 "Wholly-Owned Subsidiary" means, in respect of any Person, a
Subsidiary of such Person (Restricted Subsidiary in the case of the Company),
all the Capital Stock of which (other than directors' qualifying shares) is
owned by such Person or another Wholly-Owned Subsidiary (which is a Restricted
Subsidiary in the case of the Company) of such Person.

                 SECTION 1.02.  Incorporation by Reference of TIA.

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

                 "indenture securities" means the Notes.

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

                 "indenture to be qualified" means this Indenture.

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

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

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

                 SECTION 1.03.  Rules of Construction.

                 Unless the context otherwise requires:

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

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




                                     26
<PAGE>   35



         (3)   "or" is not exclusive;

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

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

                                 ARTICLE TWO

                                  THE NOTES

                 SECTION 2.01.  Form and Dating.

                 (a)      The Initial Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto.  The
Exchange Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit B hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or Depository rule
or usage.  The Company and the Trustee shall approve the form of the Notes and
any notation, legend or endorsement on them.  Each Note shall be dated the date
of its authentication.

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

                 (c)      Notes offered and sold in reliance on Rule 144A shall
be issued initially in the form of a permanent global Note in registered form,
substantially in the form set forth in Exhibit A with the legends specified in
Section 2.15 (the "144A Global Note") and Notes offered and sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of a permanent global note in registered form, substantially in the form set
forth in Exhibit A with the legends specified in Section 2.15 (the "Regulation
S Global Note" and, together with the 144A Global Note, the "Global Notes"), in
each case deposited with the Trustee, as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount of a Global Note may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

                 (d)      Notes offered and sold in reliance on any other
exemption from registration under the Securities Act, other than as described
in the preceding paragraph, shall be issued in the form of permanent
certificated Notes in registered form in substantially the form set forth in
Exhibit A with the legend specified in Section 2.15 (the "Physical Notes").
Physical Notes shall initially be registered in the name of the Depository or
the nominee of



                                     27
<PAGE>   36

such Depository and be delivered to the Trustee as custodian for such
Depository.  Beneficial owners of Physical Notes, however, may request
registration of such Physical Notes in their names or the names of their
nominees.

                 (e)      In the event that one or more Global Notes is
tendered pursuant to the Exchange Offer, it or they shall be exchanged for a
single, permanent Global Note in fully registered form substantially in the
form of Exhibit B hereto with the legend specified in Section 2.15.  Physical
Notes tendered pursuant to the Exchange Offer will be exchanged for permanent
certificated Notes in registered form in substantially the form set forth in
Exhibit B unless the Holder thereof elects to exchange such Physical Note for a
beneficial interest for the Global Note issued pursuant to the Exchange Offer.
Each Exchange Note shall constitute an additional obligation of the Company.

                 (f)      The Notes shall be issuable in fully registered form
only, without coupons, in denominations of $1,000 and any integral multiple
thereof.

                 SECTION 2.02.  Execution and Authentication; Aggregate
Principal Amount.

                 (a)      Two Officers, one of whom shall be the Chairman of
the Board, the Chief Executive Officer, the President or the Chief Financial
Officer of the Company and each of whom shall have been duly authorized by all
requisite corporate actions of the Company, shall sign the Notes for the
Company by manual or facsimile signature.  The Company's seal shall also be
reproduced on the Notes manually or by facsimile.  If an Officer whose
signature is on a Note was an Officer at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the
Note, the Note shall nevertheless be valid.

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

                 (c)      The Trustee shall authenticate (i) Initial Notes for
original issue in the aggregate principal amount not to exceed $50,000,000, and
(ii) Exchange Notes from time to time for issue only in exchange for a like
principal amount of Initial Notes, in each case upon written orders of the
Company in the form of an Officers' Certificate.  The Officers' Certificate
shall specify the amount of Notes to be authenticated, the date on which the
Notes are to be authenticated, the aggregate principal amount of Notes
outstanding on the date of authentication, whether the Notes are to be Initial
Notes or Exchange Notes, and shall further specify the amount of such Notes to
be issued as Global Notes, or Physical Notes.  The aggregate principal amount
of Notes outstanding at any time may not exceed $50,000,000, except as provided
in Section 2.07.

                 (d)      The Trustee may appoint an authenticating agent (the
"Authenticating Agent") reasonably acceptable to the Company to authenticate
Notes.  Unless otherwise provided in the appointment, an Authenticating Agent
may authenticate Notes whenever the




                                     28
<PAGE>   37

Trustee may do so.  Each reference in this Indenture to authentication by the
Trustee includes authentication by such Authenticating Agent.  An
Authenticating Agent has the same rights as an Agent to deal with the Company
and Affiliates of the Company.

                 SECTION 2.03.  Registrar and Paying Agent.

                 (a)      The Company shall maintain an office or agency (which
shall be located in the Borough of Manhattan in the City of New York, State of
New York) where (i) Notes may be presented or surrendered for registration of
transfer or for exchange ("Registrar"), (ii) Notes may be presented or
surrendered for payment ("Paying Agent") and (iii) notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The
Registrar shall keep a register of the Notes and of their transfer and
exchange.

                 (b)      The Company, upon prior written notice to the
Trustee, may have one or more co-Registrars and one or more additional paying
agents.  The term "Paying Agent" includes any additional Paying Agent.  Neither
the Company nor any Affiliate of the Company may act as Paying Agent.  The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall incorporate the provisions of
the TIA and implement the provisions of this Indenture that relate to such
Agent.  The Company shall notify the Trustee, in advance, of the name and
address of any such Agent.  If the Company fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such.

                 (c)      The Company initially appoints the Trustee as
Registrar, Paying Agent and agent for service of demands and notices in
connection with the Notes, until such time as the Trustee has resigned or a
successor has been appointed.  The Paying Agent or Registrar may resign upon 30
days' notice to the Company.

                 SECTION 2.04.  Paying Agent to Hold Assets in Trust.

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





                                     29
<PAGE>   38

                 SECTION 2.05.  Noteholder Lists.

                 The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders and shall otherwise comply with TIA Section 312 (a).
If the Trustee is not the Registrar, the Company shall furnish or
cause the Registrar to furnish to the Trustee at least five Business Days
before each Record Date and at such other times as the Trustee may request in
writing a list as of such date and in such form as the Trustee may reasonably
require of the names and addresses of the Holders, including the aggregate
principal amount of the Note held, and shall otherwise comply with TIA Section
312 (a) which list may be conclusively relied upon by the Trustee.

                 SECTION 2.06.  Transfer and Exchange.

                 (a)      Subject to the provisions of Sections 2.16 and 2.17,
when Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided that any Notes
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar or co-Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.  To permit
registrations of transfer and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar's or co-Registrar's request.
No service charge shall be made for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith (other than
any such transfer taxes or similar governmental charge payable upon exchanges
or transfers pursuant to Section 2.02, 2.10, 3.06, 4.15, 4.16 or 13.05, in
which event the Company shall be responsible for the payment of such taxes).

                 (b)      The Registrar or co-Registrar shall not be required
to register the transfer of or exchange of any Note (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Notes and ending at the close of business on the day of such
mailing and (ii) selected for redemption in whole or in part pursuant to
Article 3, except the unredeemed portion of any Note being redeemed in part.

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

                 SECTION 2.07.  Replacement Notes.

                 If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note




                                     30
<PAGE>   39

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

                 SECTION 2.08.  Outstanding Notes.

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

                 (b)      If a Note is replaced pursuant to Section 2.07 (other
than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee receives an Opinion of Counsel that the replaced Note is
held by a bona fide purchaser.  A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.07.

                 (c)      If on a Redemption Date or the Maturity Date the
Paying Agent holds U.S. Legal Tender or U.S.  Government Obligations sufficient
to pay all of the principal and interest due on the Notes payable on that date
and is not prohibited from paying such money to the Holders thereof pursuant to
the terms of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

                 SECTION 2.09.  Treasury Notes.

                 In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or any of its Affiliates shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Trust Officer of the Trustee actually knows are
so owned shall be so considered.  The Company shall notify the Trustee, in
writing, when it or any of its Affiliates repurchases or otherwise acquires
Notes, of the aggregate principal amount of such Notes so repurchased or
otherwise acquired.

                 SECTION 2.10.  Temporary Notes.

                 Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in




                                     31
<PAGE>   40

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

                 SECTION 2.11.  Cancellation.

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

                 SECTION 2.12.  Defaulted Interest.

                 If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest
or the next succeeding Business Day if such date is not a Business Day.  At
least 15 days before the subsequent special record date, the Company shall mail
to each Holder, as of a recent date selected by the Company, with a copy to the
Trustee, a notice that states the subsequent special record date, the payment
date and the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid.  Prior to the payment date set forth in
the notice referred to in the preceding sentence, the Issuer shall deposit with
the Trustee funds in an amount sufficient to pay any amounts due to Holders
pursuant to this Section 2.12.

                 SECTION 2.13.  CUSIP Number.

                 The Company in issuing the Notes may use a "CUSIP" number, and
if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided that no representation is hereby
deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes.  The




                                     32
<PAGE>   41

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

                 SECTION 2.14.  Deposit of Monies.

                 Prior to 11:00 a.m. New York City time on each Interest
Payment Date and on the Maturity Date, the Company shall have deposited with
the Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or Maturity Date, as the
case may be, in a timely manner which permits the Paying Agent to remit payment
to the Holders on such Interest Payment Date or Maturity Date, as the case may
be.

                 SECTION 2.15.  Restrictive Legends.

                 Each Global Note and Physical Note that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") on the face thereof until March 16, 2000, unless otherwise agreed by
the Company and the Holder thereof:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS
     SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD,
     ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN
     THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
     EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1)
     REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
     RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
     "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
     THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
     PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL
     NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
     TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR
     PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS
     SECURITY (OR OF ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DAY ON WHICH
     THE ISSUER OR ANY AFFILIATE OF THIS ISSUER WSA THE OWNER OF THIS SECURITY
     (OR ANY PREDECESSOR OF THIS SECURITY) OR (Y) SUCH LATER DATE, IF ANY, AS
     MAY BE REQUIRED BY APPLICABLE LAW REOFFER, RESELL, ASSIGN, TRANSFER,
     PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF THIS SECURITY EXCEPT (A) TO THE
     COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED





                                     33


<PAGE>   42
     STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
     UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
     INVESTOR THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
     ACCOUNT OF SUCH ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
     AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH
     A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
     VIOLATION OF THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
     HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A
     SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
     THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER IS
     ATTACHED AS AN EXHIBIT HERETO), (D) OUTSIDE THE UNITED STATES IN AN
     OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
     SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
     RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
     THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
     NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
     TRANSFER OF THIS SECURITY WITHIN THE TIME PERIOD REFERRED TO ABOVE, IF THE
     PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
     SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
     LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
     REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
     EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS "OFFSHORE
     TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
     THEM BY REGULATION S UNDER THE SECURITIES ACT.

     THE SECURITIES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE UNDER THE
     SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.  THE SECURITIES ARE
     NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
     INDIRECTLY, IN CANADA OR TO ANY RESIDENT THEREOF IN VIOLATION OF THE
     SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA.





                                     34

<PAGE>   43
     Each Global Note shall also bear the following legend on the face thereof:

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
     DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
     THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF
     THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR
     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, A NEW YORK
     CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
     SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
     ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
     HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE.

         Each Global Note that is a Restricted Security shall also bear the
following legend on the face thereof:

     TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
     MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF THE
     INDENTURE.

     SECTION 2.16.  Book-Entry Provisions for Global Securities.

                 (a)      Each Global Note initially shall (i) be registered in
the name of the Depository or the nominee of such Depository, (ii) be delivered
to the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Section 2.15.

                 Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian,
or under any Global Note, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the


                                     35
<PAGE>   44

absolute owner of the Global Note for all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any
Note.

                 (b)      Transfers of any Global Note shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees.  Interests of beneficial owners in any Global Note may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17.  In addition,
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in any Global Note if (i) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for any
Global Note and a successor depositary is not appointed by the Company within
90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Registrar has received a written request from the Depository
to issue Physical Notes.

                 (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of such Global Note in an amount equal to the principal
amount of the beneficial interest in such Global Note to be transferred, and
the Company shall execute, and the Trustee shall authenticate and make
available for delivery, one or more Physical Notes of like tenor and amount.

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

                 (e)      Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in the Global Note pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c)
of Section 2.17, bear the legend regarding transfer restrictions applicable to
the Physical Notes set forth in Section 2.15.

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

                 SECTION 2.17.  Special Transfer Provisions.





                                     36




<PAGE>   45

                 (a)      Transfers to Non-QIB Institutional Accredited
Investors and Non-U.S. Persons.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Security to any Institutional Accredited Investor which is not a QIB
or to any Non-U.S. Person:

         (i)     the Registrar shall register the transfer of any Note
constituting a Restricted Security, whether or not such Note bears the Private
Placement Legend, if (x) the requested transfer is after April 17, 1999 or (y)
(1) in the case of a transfer to an Institutional Accredited Investor which is
not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered
to the Registrar a certificate substantially in the form of Exhibit C hereto or
(2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has
delivered to the Registrar a certificate substantially in the form of Exhibit D
hereto; and

         (ii)    if the proposed transferor is an Agent Member holding a
beneficial interest in a Global Note, upon receipt by the Registrar of (x) the
certificate, if any, required by paragraph (i) above and (y) instructions given
in accordance with the Depository's and the Registrar's procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of such Global Note in an amount equal to the
principal amount of the beneficial interest in such Global Note to be
transferred, and (b) the Company shall execute and the Trustee shall
authenticate and make available for delivery one or more Physical Notes of like
tenor and amount.

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

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

         (ii)    if the proposed transferee is an Agent Member, and the Notes
to be



                                     37

<PAGE>   46

transferred consist of Physical Notes which after transfer are to be evidenced
by an interest in a Global Note, upon receipt by the Registrar of instructions
given in accordance with the Depository's and the Registrar's procedures, the
Registrar shall reflect on its books and records the date and an increase in
the principal amount of such Global Note in an amount equal to the principal
amount of the Physical Notes to be transferred, and the Trustee shall cancel
the Physical Notes so transferred.

                 (c)      Private Placement Legend.  Upon the transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private
Placement Legend unless (i) the circumstance contemplated by paragraph
(a)(i)(x) of this Section 2.17 exist or (ii) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of
the Securities Act.

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

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

                 The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among Agent
Members or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.

                                ARTICLE THREE

                                 REDEMPTION

                 SECTION 3.01.  Notices to Trustee.

                 If the Company elects to redeem Notes pursuant to Paragraph 6
of the Notes, it




                                     38
<PAGE>   47

shall notify the Trustee and the Paying Agent in writing of the (i) paragraph
of the Note pursuant to which such redemption is to be made, (ii) the
Redemption Date, (iii) the principal amount of the Notes to be redeemed and
(iv) the Redemption Price.  The Company shall give each notice provided for in
this Section 3.01 at least 60 days (unless a shorter notice period shall be
satisfactory to the Trustee), but not more than 60 days before the Redemption
Date together with an Officers' Certificate stating that such redemption shall
comply with the conditions contained herein and in the Notes.

                 SECTION 3.02.  Selection of Notes to Be Redeemed.

                 If fewer than all of the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if such Notes are not then listed on a national securities exchange,
on a pro rata basis, by lot or in such other fair and reasonable manner chosen
at the discretion of the Trustee; provided, however, that if a partial
redemption is made with the proceeds of a Public Equity Offering, selection of
the Notes or portion thereof for redemption shall be made by the Trustee only
on a pro rata basis, unless such method is otherwise prohibited.  The Trustee
shall make the selection from the Notes outstanding and not previously called
for redemption and shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for Redemption. Notes in denominations of $1,000 may be
redeemed only in whole.  The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Notes that have
denominations larger than $1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

                 SECTION 3.03.  Notice of Redemption.

                 (a)      At least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail or cause to be mailed a notice of
redemption by first class mail, postage prepaid, to each Holder whose Notes are
to be redeemed, with a copy to the Trustee and any Paying Agent.

                 Each notice for redemption shall identify the Notes to be
redeemed (including CUSIP number) and shall state:

                 (1)   the Redemption Date;

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





                                     39
<PAGE>   48

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

                 (4)   the subparagraph of the Notes pursuant to which such
redemption is being made;

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

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

                 (7)   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, and upon surrender of such Note, a new Note or Notes in the aggregate
principal amount equal to the unredeemed portion thereof will be issued; and

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

                 (b)      At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense;
provided, however, that the Company shall have delivered to the Trustee at
least 45 days (unless a shorter period is acceptable to the Trustee) prior to
the proposed 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, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any.

                 SECTION 3.05.  Deposit of Redemption Price.

                 (a)      By 11:00 a.m. on or before the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender in immediately
available funds sufficient to pay the Redemption Price plus accrued interest,
if any, of all Notes to be redeemed on that date.  The Paying Agent shall
promptly return to the Company any U.S. Legal Tender so deposited which is not
required for that purpose, except with respect to monies owed as



                                     40
<PAGE>   49

obligations to the Trustee pursuant to Article Seven.

                 (b)      If the Company complies with the preceding paragraph,
then, unless the Company defaults in the payment of such Redemption Price plus
accrued interest, if any, interest on the Notes to be redeemed will cease to
accrue on and after the applicable Redemption Date, whether or not such Notes
are presented for payment.  If a Note is redeemed 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
Security was registered at the close of business on such record date.  If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid and, to the extent lawful, on 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 in Part.

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

                                ARTICLE FOUR

                                  COVENANTS

                 SECTION 4.01.  Payment of Notes.

                 (a)      The Company shall pay the principal of and interest
on the Notes on the dates and in the manner provided in the Notes and in this
Indenture.  An installment of principal of or interest on the Notes shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date U.S. Legal Tender in immediately available funds designated for and
sufficient to pay the installment in full and is not prohibited from paying
such money to the Holders pursuant to the terms of this Indenture.

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

                 Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law,
deduct or withhold income or other similar taxes imposed by the United States
of America from principal or interest payments hereunder.



                                     41

<PAGE>   50

                 SECTION 4.02.  Maintenance of Office or Agency.

                 (a)      The Company shall maintain the office or agency
required under Section 2.03.  The Company shall give prior written notice to
the Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the address of the Trustee set forth in Section 14.02.

                 (b)      The Company may also from time to time designate one
or more other offices or agencies where the Securities 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 shall
in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, in the City of New York for such purposes.
The Company shall give prior 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.

                 (c)      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.

                 SECTION 4.03.  Maintenance of Corporate Existence and
Corporate Separateness.

                 (a)      Except as otherwise permitted by Article 5, Section
4.14 and Section 4.16, each of the Company and the Parent shall do or cause to
be done, at its own cost and expense, all things necessary to preserve and keep
in full force and effect its corporate existence in accordance with its
respective organizational documents and the material rights (charter and
statutory) and franchise of each of the Company and the Parent, and the Company
shall do or cause to be done, at its own cost and expense, all things necessary
to preserve and keep in full force and effect the corporate existence of each
of the Restricted Subsidiaries in accordance with the respective organizational
documents of each such Restricted Subsidiary and the material rights (charter
and statutory) and franchises of the Company and each such Restricted
Subsidiary; provided, however, that the Company and the Parent shall not be
required to preserve, with respect to itself, any material right or franchise
and, with respect to any of the Restricted Subsidiaries, any such existence,
material right or franchise, if the Board of Directors of the Company or the
Parent, as the case may be, shall determine in good faith that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and the Restricted Subsidiaries, taken as a whole, or the Parent.

                 (b)      The Company, its Subsidiaries and the Parent will
satisfy customary corporate formalities, including the holding of regular board
of directors' and shareholders' meetings and the maintenance of corporate
offices and records.  The Company, its Subsidiaries and the Parent will not
permit financial information regarding the Company or any of its





                                     42

<PAGE>   51

Subsidiaries to be provided to creditors of the Parent, Consumers Packaging or
its other Affiliates without indicating that the assets and financial
performance of the Company and its Subsidiaries are separate from the Parent,
Consumers Packaging and its other Affiliates and will not provide financial
support or assurances to such creditors.  The Company, its Subsidiaries and the
Parent will not permit financial information regarding the Parent to be
provided to creditors of the Company, the Company's Subsidiaries, Consumers
Packaging or its other Affiliates without indicating that the assets and
financial performance of the Parent is separate from the Company, the Company's
Subsidiaries, Consumers Packaging and its other Affiliates and will not provide
financial support or assurances to such creditors.

                 SECTION 4.04.  Payment of Taxes and Other Claims.

                 The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon the Company
or any of the Restricted Subsidiaries, as the case may be, or any of their
respective properties and (ii) all lawful claims for labor, materials and
supplies that, if unpaid, might by law become a Lien upon the property of the
Company or any of the Restricted Subsidiaries, as the case may be; provided,
however, that the Company, the Restricted Subsidiaries, as the case may be,
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings properly instituted
and diligently conducted for which adequate reserves, to the extent required
under GAAP, have been taken.

                 SECTION 4.05.  Maintenance of Properties and Insurance.

                 (a)      The Company shall, and shall cause each of the
Restricted Subsidiaries to, maintain its material properties in good working
order and condition (subject to ordinary wear and tear) and make all reasonably
necessary repairs, renewals, replacements, additions, betterments and
improvements thereto to actively conduct and carry on its business; provided,
however, that nothing in this Section 4.05 shall prevent the Company or any of
the Restricted Subsidiaries from discontinuing the operation and maintenance of
any of its properties, if such discontinuance is, in the good faith judgment of
the Board of Directors of the Company or such Restricted Subsidiary, as the
case may be, desirable in the conduct of their respective businesses and is not
disadvantageous in any material respect to the Holders.

                 (b)      The Company shall provide or cause to be provided,
for itself and each of the Restricted Subsidiaries, insurance (including
appropriate self-insurance) against loss or damage of the kinds that, in the
good faith judgment of the Board of Directors of the Company, are adequate and
appropriate for the conduct of the business of the Company and the Restricted
Subsidiaries in a prudent manner, with reputable insurers or with the
government of the United States of America or an agency or instrumentality
thereof, in such amounts, with such deductibles, and by such methods as shall
be customary, in the good faith




                                     43
<PAGE>   52

judgment of the Board of Directors of the Company, for companies similarly
situated in the industry.

                 SECTION 4.06.  Compliance Certificate; Notice of Default.

                 (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, an Officers' Certificate signed by its
principal executive officer, principal financial officer or principal
accounting officer stating that a review of the activities of the Company and
its Restricted Subsidiaries, as the case may be, during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether each 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 each 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 this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action each 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 4.08 shall be
accompanied by a written statement of (x) 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 which would lead them to believe that the
Company has violated any provisions of Article 4, 5 or 6 of this Indenture
insofar as they relate to accounting matters or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation and (y) if
any Restricted Subsidiary's financial statements are not prepared on a
consolidated basis with the Company's, such Restricted Subsidiary'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 which would lead them to believe
that any of the Restricted Subsidiaries is in Default under this Indenture or,
if any such Default has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                 (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of (i) any Default or Event of Default or (ii) any event of default under any
other mortgage, indenture or instrument as that term is used in Section 6.01
hereof, an Officers' Certificate specifying such Default, Event of Default or
event of default and what action the Company is taking or proposes to take with
respect thereto.




                                     44

<PAGE>   53

                 (d)      The Company shall also comply with TIA Section
314(a)(4).

                 SECTION 4.07.  Compliance with Laws.

                 The Company shall, and shall cause each of its Restricted
Subsidiaries to comply with all applicable Legal Requirements of any Authority
except to the extent that noncompliance could not, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                 SECTION 4.08.  SEC Reports; Reports to Holders.

                 (a)      The Company will deliver to the Trustee and each
Holder within 15 days after the filing of the same with the Commission, copies
of the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.  Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the Commission, to the extent
permitted, and provide the Trustee and Holders with such quarterly and annual
reports and such other information that would be required to be contained in a
filing with the Commission if the Company were required to file such reports
under Sections 13 and 15(d) of the Exchange Act within the time periods
provided therein.  In addition, the Company has agreed that, for so long as any
Notes remain outstanding, it will furnish to Holders and securities analysts
and prospective investors, upon their request, the information specified in
Rule 144(A)(d)(4) under the Securities Act and any other information reasonably
requested by a Holder concerning the Company (including financial statements)
necessary in order to permit such Holder to sell or transfer Notes in
compliance with Rule 144A under the Securities Act.  The Company will also
comply with the other provisions of 314(a) of the TIA.

                 (b)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                 SECTION 4.09.  Waiver of Stay, Extension or Usury Laws.

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





                                     45

<PAGE>   54

granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                 SECTION 4.10.  Limitation on Restricted Payments.

                 Neither the Company nor any of its Restricted Subsidiaries
will, directly or indirectly, (a) declare or pay any dividend or make any
distribution (other than dividends or distributions payable solely in Qualified
Capital Stock of the Company) to holders of the Company's Capital Stock other
than dividends or distributions paid to the Company or any Restricted
Subsidiary, (b) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company or any warrants, rights or options to acquire
shares of any class of such Capital Stock (other than Capital Stock, warrants,
rights or options held by the Company or any Restricted Subsidiary), other than
through the exchange therefor solely of Qualified Capital Stock of the Company,
(c) make any principal payment on, purchase, defease, redeem, prepay, decrease
or otherwise acquire or retire for value, prior to any scheduled final
maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligation, (other than the purchase, repurchase or other
acquisition of any Subordinated Obligation in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of such purchase, repurchase or other
acquisition, provided that any such purchase, repurchase or other acquisition
is done solely with the proceeds from any Refinancing Indebtedness), (d) make
any Investment (other than Permitted Investments) in any Person or (e) make any
payments to any Affiliate of the Company (other than the Company and its
Restricted Subsidiaries) as compensation for management services, except
through the issuance of Common Stock of the Company that is Qualified Capital
Stock) (each of the foregoing prohibited actions set forth in clauses (a), (b),
(c), (d) and (e) being referred to as a "Restricted Payment"), unless such
proposed Restricted Payment is made after the earlier of (x) the date upon
which the independent auditors of the Company have completed and delivered to
the Company a limited review of the Company's financial statement for the third
quarter of 1997 in accordance with the procedures specified by the American
Institute of Certified Public Accountants, SAS No. 71, Interim Financial
Information and (y) the date upon which the Company has filed with the
Commission its audited financial statements for the fiscal year ended December
31, 1997 and at the time of such proposed Restricted Payment or immediately
after giving effect thereto (i) no Default or Event of Default has occurred and
is continuing or would result therefrom, (ii) the Company could incur at least
$1.00 of additional Indebtedness in accordance with the Consolidated Interest
Coverage Ratio test of paragraph (a) of Section 4.12 and (iii) the aggregate
amount of Restricted Payments (including such proposed Restricted Payment) made
subsequent to the Issue Date (the amount expended for such purposes, if other
than in cash, being the Fair Market Value of the relevant Property) does not
exceed or would not exceed the sum of:  (A) 50% of the cumulative Consolidated
Net Income (or, if cumulative Consolidated Net Income shall be a loss, minus
100% of such loss) of the Company during the period (treating such period as a
single accounting period) from April 1, 1997 to the last day of the last full
fiscal quarter preceding the date of the proposed Restricted Payment; (B) 100%
of the aggregate Net Equity Proceeds received by the Company from any Person
(other than from a






                                     46

<PAGE>   55

Restricted Subsidiary) from the issuance and sale subsequent to the Issue Date
of Qualified Capital Stock of the Company (excluding any Qualified Capital
Stock of the Company with respect to which the purchase price thereof has been
financed directly or indirectly using funds (i) borrowed from the Company or
from any of its Subsidiaries, unless and until and to the extent such borrowing
is repaid or (ii) contributed, extended, Guaranteed or advanced by the Company
or by any of its Restricted Subsidiaries (including, without limitation, in
respect of any employee stock ownership or benefit plan, unless and until and
to the extent such borrowing is repaid); and (C) an amount equal to the net
reduction in any Investment made by the Company and its Restricted Subsidiaries
subsequent to the Issue Date in any Person (including if such reduction occurs
by reason of the redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary) resulting from (x) net cash proceeds (or the Fair Market Value of
property other than cash or Cash Equivalents, provided that such property
represents a return of capital in respect of any such Investment that was made
in the form of other property other than cash or Cash Equivalents) received by
the Company or its Restricted Subsidiaries as repayment of any loan or advance
or a return of capital in respect, or as consideration for the sale, of such
Investment (but only to the extent the Company elects to exclude such amounts
from the calculation of Consolidated Net Income for the purposes of clause (A)
above) or (y) the release or cancellation of a Guarantee constituting such
Investment, in each case, with respect to any such Investment, not to exceed
the amount of such Investment previously made by the Company or any Restricted
Subsidiary, that was treated as a Restricted Payment pursuant to this
paragraph.

                 Notwithstanding the foregoing, these provisions do not
prohibit:  (1) the payment of any dividend or making of any distribution within
60 days after the date of its declaration if the dividend or distribution would
have been permitted on the date of declaration; (2) the repurchase, redemption,
retirement or acquisition of Capital Stock of the Company or Subordinated
Obligations of the Company, or warrants, rights or options to acquire Capital
Stock of the Company, solely in exchange for shares of Qualified Capital Stock
of the Company; (3) any purchase or redemption of Subordinated Obligations made
in exchange for, or out of the proceeds of the substantially concurrent sale of
Refinancing Indebtedness or Indebtedness of the Company which is permitted to
be Incurred pursuant to the Consolidated Interest Coverage Ratio test of
paragraph (a) of Section 4.12; (4) the payment of management fees to G&G
Investments under the Management Agreement of up to $1.5 million in any
calendar year; (5) the repurchase of Capital Stock of the Company from current
or former employees or directors of the Company or any of its Subsidiaries
pursuant to the terms of agreements (including employment agreements) or plans
approved by the Board of Directors under which such persons purchase or sell or
are granted the option to purchase or sell such shares of Capital Stock to the
extent such payments do not exceed $500,000 in any fiscal year which to the
extent not used in any fiscal year, may be carried forward to the next
succeeding fiscal year, provided that the aggregate amount of all such payments
that may be made pursuant to this clause (5) may not exceed $2.5 million; (6)
dividends or other Restricted Payments to make payments permitted by clauses
(vii) and (viii) of paragraph (b) of Section 4.11; (7) dividends payable on the
Series A Preferred Stock pursuant to the terms thereof in an aggregate amount
not to exceed $3 million; (8) Investments in Unrestricted Subsidiaries,
partnerships or joint ventures involving the Company or its Restricted
Subsidiaries, in each case primarily engaged in a Related Business if the
aggregate amount of such Investments made pursuant to this clause (8) (less an
amount equal to the net reduction in any such Investment (including if such
reduction occurs by reason of the redesignation of an





                                     47
<PAGE>   56

Unrestricted Subsidiary as a Restricted Subsidiary) made subsequent to the
Issue Date resulting from (x) net cash proceeds (or the Fair Market Value of
tangible property, provided that such tangible property represents a return of
capital in respect of an Investment that was made in the form of other tangible
property and not an Investment that was made in the form of cash) received by
the Company or its Restricted Subsidiaries as repayment of any loan or advance
or a return of capital in respect, or as consideration for the sale, of such
Investment or (y) any release or cancellation of a Guarantee constituting such
Investment (but only to the extent the Company elects to exclude such amounts
from the calculation of Consolidated Net Income for the purpose of clause (A)
of the preceding paragraph), in each case, with regard to any Investment, not
to exceed the amount of such Investment previously made by the Company or any
Restricted Subsidiary pursuant to this clause (8) does not exceed $10 million;
(9) the purchase or redemption of any Indebtedness, to the extent required by
the terms of such Indebtedness following a Change of Control after the Company
shall have complied with the provisions under Section 4.15, including payment
of the applicable Change of Control purchase price; and (10) Investments in
Unrestricted Subsidiaries, partnerships or joint ventures organized and
operating principally in the United States involving the Company or its
Restricted Subsidiaries, in each case primarily engaged in a Related Business,
made in the form of contributions to such Unrestricted Subsidiaries,
partnerships or joint ventures of assets of Discontinued Plants; provided,
however, that, in the case of clauses (2), (3), (4), (5), (6), (7), (8), (9)
and (10) of this paragraph, no Default or Event of Default shall have occurred
or be continuing at the time of such payment or as a result thereof.  In
determining the aggregate amount of Restricted Payments made subsequent to the
Issue Date, amounts expended pursuant to clauses (1), (5), (7) and (9) shall,
in each case, be included in such calculation.  No payment or other transfer to
the Company or a Restricted Subsidiary shall, in any event, constitute a
Restricted Payment.

                 SECTION 4.11.  Limitation on Transactions with Affiliates.

                 (a)      Neither the Company nor any Restricted Subsidiary
will, directly or indirectly, conduct any business or enter into or permit to
exist any transaction or series of related transactions (including, but not
limited to, the purchase, sale, conveyance, transfer, disposition, exchange or
lease of Property, the making of any payment, the making of any Investment, the
giving of any Guarantee, the rendering of services or the paying of any
commission) with, or for the benefit of, any of their Affiliates (each an
"Affiliate Transaction"), except under an agreement set forth in writing which
is on terms that are no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that could have been obtained in a
comparable transaction on an arm's-length basis from a Person not an Affiliate
of the Company or such Restricted Subsidiary and if it involves a purchase,
such purchase is reasonably necessary in light of the operating requirements of
the Company and its Subsidiaries.  If the Company or any Restricted Subsidiary
enters into an Affiliate Transaction (or a series of related Affiliate
Transactions) involving aggregate payments or other Property with a Fair Market
Value in excess of (i) $1.0 million, the Company or such Restricted Subsidiary
shall, prior to the consummation thereof, deliver to the Trustee an Officers'
Certificate certifying that such transaction or series of related transactions
complies with the foregoing provisions, (ii) $2.5 million, the Company or such
Restricted Subsidiary shall, prior to the consummation thereof, deliver to the
Trustee the Officers' Certificate specified in clause (i) above and an approval
by the Board of Directors of the Company (including a majority of the
independent directors thereof), such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction or series of related transactions complies with the foregoing
provisions and (iii) $5.0 million, the Company or such Restricted Subsidiary
shall, prior to the consummation thereof, deliver to the Trustee the Officers'
Certificate specified in clause (i) above, the Board Resolution specified in
clause (ii) above and a favorable opinion as to the fairness of such
transaction or series of related




                                     48


<PAGE>   57

transactions to the Company or the relevant Restricted Subsidiary, as the case
may be, from a financial point of view, from an Independent Financial Advisor
addressed to the Trustee.

                 (b)      The foregoing restriction shall not apply to the
following transactions: (i) any transaction exclusively between the Company and
any of its Wholly-Owned Subsidiaries or exclusively between any Wholly-Owned
Subsidiaries, (ii) reasonable and customary fees paid to members of the Board
of Directors of the Company and of its Subsidiaries, (iii) loans and advances
to employees, officers and directors in the ordinary course of business in an
aggregate principal amount not to exceed $1.0 million at any one time
outstanding and advances to employees for moving, entertainment and travel
expenses, drawing accounts and similar expenditures in the ordinary course of
business, (iv) reasonable and customary fees and compensation paid to, and
indemnity provided on behalf of, officers, directors or employees of the
Company or any of its Subsidiaries, as determined by the Board of Directors of
the Company or any such Restricted Subsidiary or the senior management thereof
in good faith, including, without limitation, issuances of stock, payment of
bonuses and other transactions pursuant to employment or compensation
agreements, stock option agreements, indemnification agreements and other
arrangements in effect on the Issue Date or substantially similar thereto, (v)
the payment of the management fees to G&G Investments under the Management
Agreement of up to $3.0 million in any calendar year, (vi) other Restricted
Payments made pursuant to the first paragraph of Section 4.10, (vii) payments
or other transactions pursuant to any tax sharing arrangement between the
Company and any other Person with which the Company files a consolidated tax
return or with which the Company is part of a consolidated group for tax
purposes but only to the extent that amounts payable from time to time by the
Company under any such agreement do not exceed the corresponding tax payments
that the Company would have been required to make to any relevant taxing
authority had the Company not joined in such consolidated or combined return,
but instead had filed returns including only the Company and (viii)
transactions pursuant to the Intercompany Agreement.  The Company will not
amend the Intercompany Agreement unless such amendment is in writing and the
Company determines that it contains terms no less favorable to the Company than
could have been obtained in comparable transactions on an arm's-length basis
from a Person not an Affiliate of the Company, such determination to be
evidenced by an Officers' Certificate and a Board Resolution stating that a
majority of the Board of Directors (including a majority of the independent
directors thereof) have determined that such amendment complies with the
foregoing provisions.

                 SECTION 4.12.  Limitation on Indebtedness.

                 (a)      Neither the Company nor any of its Restricted
Subsidiaries will, directly or indirectly, Incur any Indebtedness (including,
without limitation, any Acquired Indebtedness) other than Permitted
Indebtedness; provided, however, the Company or any Restricted Subsidiary may
Incur Indebtedness (including, without limitation, Acquired Indebtedness), if
(i) no Default or Event of Default shall have occurred and be continuing on the
date of the proposed Incurrence thereof or would result as a consequence of
such proposed Incurrence and (ii) immediately before and immediately after
giving effect to such proposed Incurrence, the Consolidated Interest Coverage
Ratio of the Company and its Restricted




                                     49

<PAGE>   58

Subsidiaries is at least equal to 2.50 to 1.0.

                 (b)      Neither the Company nor any of its Restricted
Subsidiaries will, directly or indirectly, Incur Capitalized Lease Obligations,
except pursuant to clause (vi) of the definition of Permitted Indebtedness.

                 (c)      Neither the Company nor any Restricted Subsidiary
may, directly or indirectly, in any event Incur any Indebtedness which by its
terms (or by the terms of any agreement governing such Indebtedness) is
expressly subordinated to any other Indebtedness of the Company or such
Restricted Subsidiary, as the case may be, unless such Indebtedness is also by
its terms (or by the terms of any agreement governing such Indebtedness) made
expressly subordinate to the Notes to the same extent and in the same manner,
and so long as, such Indebtedness is subordinated pursuant to subordination
provisions that are no more favorable to the holders of any other Indebtedness
of the Company or such Restricted Subsidiary, as the case may be.

                 SECTION 4.13.  Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries.

                 Neither the Company nor any of its Subsidiaries will, directly
or indirectly, create or otherwise cause or permit or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions to the Company
or to any Restricted Subsidiary (i) on its Capital Stock or (ii) with respect
to any other interest or participation in, or measured by, its profits; (b)
make loans or advances or pay any Indebtedness or other obligation owed to the
Company or to any Restricted Subsidiary; or (c) sell, lease or transfer any of
its Property to the Company or to any Restricted Subsidiary, except for such
encumbrances or restrictions existing under or by reason of: (1) applicable
law; (2) this Indenture; (3) customary nonassignment provisions of any contract
or any lease governing a leasehold interest of the Company or any Restricted
Subsidiary; (4) any instrument governing Indebtedness Incurred in accordance
with and pursuant to clause (x) of the definition of Permitted Indebtedness;
provided that such encumbrance or restriction is not, and will not be,
applicable to any Person, or the Property of any Person, other than the Person,
or the Property of the Person, becoming a Restricted Subsidiary; (5)
restrictions imposed by Liens granted pursuant to clauses (vi), (vii) and
(viii) of the definition of Permitted Liens solely to the extent such Liens
encumber the transfer or other disposition of the assets subject to such Liens;
(6) any restriction or encumbrance contained in contracts for the sale of
assets to be consummated in accordance with this Indenture solely in respect of
the assets to be sold pursuant to such contract; (7) any encumbrance or
restriction contained in Refinancing Indebtedness Incurred to Refinance the
Indebtedness issued, assumed or Incurred pursuant to an agreement referred to
in clause (2), (4) or (5) above or clause (8) or (9) below; provided that the
provisions relating to such encumbrance or restriction contained in any such
Refinancing Indebtedness are no less favorable to the Company or such Restricted
Subsidiary or to the Holders in any material respect in the reasonable and good
faith judgment of the Board of Directors of the Company than the provisions
relating to such encumbrance or




                                     50

<PAGE>   59

restriction contained in agreements referred to in such clause (2), (4), (5),
(8) or (9) as the case may be; (8) any agreement in effect on the Issue Date;
and (9) the Revolving Credit Facility.

                 SECTION 4.14.  Limitations on Activities of the Parent.

                 If the Parent issues a Guarantee (other than the Parent's
Guarantee of the First Mortgage Notes and its Guarantee of the Company's
Revolving Credit Facility) to any Person other than the Holders of the Notes (a
"Parent Guarantee Event"), at such time as such Parent Guarantee Event occurs,
the Parent shall Guarantee the Notes (the "Senior Note Guarantee") and such
Senior Note Guarantee shall be senior to such other Guarantee issued by the
Parent.  In addition, the following limitations shall apply to the Parent after
the occurrence of a Parent Guarantee Event:  the Parent will not (a) Incur any
Indebtedness other than a guarantee of the Indebtedness permitted under clause
(ii) of the definition of Permitted Indebtedness, (b) make any Investments
other than in the Company, (c) grant or suffer to exist a Lien in respect of
any Capital Stock of the Company held by it other than the security interest
granted to secure the First Mortgage Notes or sell or transfer any of such
Capital Stock to any Affiliate other than in a transaction pursuant to clause
(e), (d) carry on any business not being carried on prior to the date of the
granting of the Parent Guarantee or (e) merge or consolidate with or into, or
sell substantially all of its assets to, any Person except for a merger or
consolidation in which the Parent is the surviving corporation and following
such merger or consolidation is in compliance with this covenant.

                 SECTION 4.15.  Change of Control.

                 (a)      Upon the occurrence of a Change of Control, the
Company shall make an offer to repurchase all outstanding Notes pursuant to the
offer described in paragraph (b) below (the "Change of Control Offer") at a
purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of repurchase.

                 (b)      Within 30 days following the date upon which the
Change of Control occurred (the "Change of Control Date"), unless the Company
already mailed a notice of redemption pursuant to Section 3.03 the Company
shall send, by first class mail, a notice to each Holder, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer.
The notice to the Holders shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Change of
Control Offer.  Such notice shall identify the Notes (including CUSIP number)
and shall state:

         (1)   that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered and not withdrawn will be accepted for
payment;

         (2)   the purchase price (including the amount of accrued interest)
and the purchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed, other than as may be required by law)
(the "Change of Control Payment Date");





                                     51

<PAGE>   60

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

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

         (5)   that Holders electing to have a Note purchased pursuant to a
Change of Control 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, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day prior to the Change of Control
Payment Date;

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

         (7)   that Holders whose Notes are purchased only in part will be
issued new Notes in a principal amount equal to the unpurchased portion of the
Notes surrendered; provided that each Note purchased and each new Note issued
shall be in an original principal amount of $1,000 or integral multiples
thereof;

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

         (9)   that the Change of Control Offer must remain open for at least
20 Business Days and until the close of business on the Change of Control
Payment Date.

                 By 11:00 a.m. on or before the Change of Control Payment Date,
the Company shall (i) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
U.S. Legal Tender sufficient to pay the purchase price plus accrued interest,
if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof being purchased by the Company.  The Paying Agent shall promptly mail
to the Holders of Notes so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, and the Trustee shall promptly
authenticate and mail to such Holders new Notes equal in principal amount to
any unpurchased portion of the Notes surrendered.  Any Notes not so accepted
shall be promptly mailed by the Company to the Holder thereof.  For purposes of
this Section 4.15, the Trustee shall act as the Paying Agent.

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






                                     52

<PAGE>   61

                 The Company shall comply with the requirements of Section
14(e) of the Exchange Act, if applicable, and any other tender offer rules
under the Exchange Act or other relevant United States federal and state
securities legislation which may then be applicable and will file Schedule
13E-4 or Schedule 13E-4F or any other schedule required thereunder in
connection with any offer by the Company to repurchase Notes pursuant to a
Change of Control Offer.  To the extent the provisions of any U.S. federal or
state securities laws or regulations conflict with the provisions under this
Section 4.15, the Company shall comply with the applicable U.S. federal or
state securities laws and regulations and shall not be deemed to have breached
its obligations under this Section 4.15 by virtue thereof.  Notes repurchased
pursuant to a Change of Control Offer shall be delivered to the Trustee for
cancellation pursuant to Section 2.11.

                 SECTION 4.16.  Limitation on the Sale of Assets.

                 (a)  Neither the Company nor any of its Restricted
Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale,
unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of each such Asset Sale at least equal to
the Fair Market Value of the Property subject to such Asset Sale, (ii) (x) at
least 75% of the consideration received by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents, (or, in the case of an
Asset Sale of Discontinued Plants, at least 50% of such consideration is in
such form,); provided that this requirement with respect to cash or Cash
Equivalents shall not apply with respect to Investments made pursuant to clause
(10) of the second paragraph of Section 4.10, and provided further that the
aggregate Fair Market Value of the consideration other than in the form of cash
or Cash Equivalents that may be received pursuant to clause (x) shall not
exceed $5.0 million in the aggregate held (including the amount of any such
consideration not collected or written off by the Company or any of its
Restricted Subsidiaries but excluding any such consideration received in
consideration for Discontinued Plants) by the Company and its Restricted
Subsidiaries at any one time and (y) any such consideration shall not consist
of inventory or accounts receivable or other Bank Collateral, (iii) such Asset
Sale is not made by the Company to any of its Restricted Subsidiaries and (iv)
no Default or Event of Default shall have occurred and be continuing on the
date of such proposed Asset Sale or would result as a consequence of such Asset
Sale.

                 (b)  The Company shall apply or cause such Restricted
Subsidiary to apply, the Net Cash Proceeds of such Asset Sale, within 270 days
of consummation of such Asset Sale for the following purposes, individually or
in combination:

         (1)     (i) to purchase or otherwise invest in Related Business
Investments; provided that (x) any Property constituting a Related Business
Investment shall not consist of inventory or accounts receivable and (y) such
purchase or Investment shall be made by the Company or such Restricted
Subsidiary, or (ii) to purchase First Mortgage Notes in open-market
transactions; provided that the Company shall be deemed to have applied such
Net Cash Proceeds pursuant to this clause (ii) in satisfaction of the







                                     53
<PAGE>   62

requirements of this Section 4.16 in an amount equal to the lesser of (x) the
purchase price paid in such open-market transactions and (y) 100% of the
principal amount of the First Mortgage Notes repurchased; provided further that
the aggregate amount of Net Cash Proceeds that may be deemed to be applied
pursuant to this clause (ii) shall not exceed $5.0 million in the aggregate
from the Issue Date; provided further that pending the application of the Net
Cash Proceeds of such Asset Sale in the ordinary course of business in
accordance with this subparagraph, the Company may apply, or cause such
Restricted Subsidiary to apply, such Net Cash Proceeds temporarily to reduce
Indebtedness under its Revolving Credit Facility, if any, or otherwise invest
such Net Cash Proceeds in Cash Equivalents;

         (2)     with respect to any Net Cash Proceeds remaining after
application pursuant to the preceding subparagraph (b)(1) (the "Excess Proceeds
Amount"), the Company shall make an offer to repurchase Notes (an "Asset Sale
Offer") in an amount (expressed as an integral multiple of $1,000) equal to the
maximum aggregate principal amount of Notes that may be purchased with the
Excess Proceeds Amount (less the "Excess Proceeds Amount", if any, required to
be offered to repurchase First Mortgage Notes under Section 4.16(b)(2) of the
Indenture dated as of April 17, 1997 among the Company, the Parent and The Bank
of New York relating to the First Mortgage Notes (the "First Mortgage Notes
Indenture")) at a purchase price equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon, if any, to the date of purchase in
accordance with the procedures set forth in this Section 4.16.  The Company may
defer the Asset Sale Offer until the aggregate unutilized Excess Proceeds
Amount equals or exceeds $10.0 million resulting from one or more Asset Sales
or Loss Events (at which time, the entire unutilized Excess Proceeds Amount,
and not just the amount in excess of $10.0 million, shall be applied as
required pursuant to this paragraph).  All amounts remaining after the
consummation of any Asset Sale Offer pursuant to this paragraph may be used by
the Company only to purchase or otherwise invest in Related Business
Investments other than inventory or accounts receivables or other Bank
Collateral, to purchase First Mortgage Notes in open market transactions up to
an aggregate of $5.0 million in the aggregate under this paragraph (b) or to
purchase Notes in open market transactions up to an aggregate of $5.0 million
in the aggregate; provided that for so long as any First Mortgage Notes are
outstanding, the Company shall be required to purchase First Mortgage Notes
before it can purchase Notes in open market transactions pursuant hereto.

                 (c)      Each notice of an Asset Sale Offer shall be mailed by
first class mail to the record Holders as shown on the register of Holders not
less than 30 days nor more than 60 days before the payment date for the Asset
Sale Offer, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture.  Upon receiving notice of the Asset Sale Offer,
Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 principal amount in exchange for cash.  To the extent
Holders properly tender Notes in an amount exceeding the Excess Proceeds
Amount, Notes of tendering Holders will be purchased on a pro rata basis (based
on amounts tendered).  An Asset Sale Offer shall remain






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<PAGE>   63

open for a period of 20 Business Days and until the close of business on the
payment date of the Asset Sale Offer or such longer period as may be required
by law.  Each notice of an Asset Sale Offer shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer and shall identify the Notes (including CUSIP number) and
shall state the following terms:

         (i)   that the Asset Sale Offer is being made pursuant to this Section
4.16 and that all Notes tendered will be accepted for payment; provided,
however, that if the aggregate principal amount of Notes tendered in a Asset
Sale Offer plus accrued interest at the expiration of such offer exceeds the
aggregate amount of the Asset Sale Offer, the Company shall select the Notes to
be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000 or
multiples thereof shall be purchased);

         (ii)  the purchase price (including the amount of accrued interest)
and the payment date for the Asset Sale Offer;

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

         (iv)  that, unless the Company defaults in making payment therefor,
any Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the payment date for the Asset Sale Offer;

         (v)   that Holders electing to have a Note purchased pursuant to an
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, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the payment date for the Asset Sale
Offer;

         (vi)  that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than five Business Days prior to the payment
date for the Asset Sale Offer, a facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Notes the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased; and

         (vii) that Holders whose Notes are purchased only in part will be
issued new Notes in a principal amount equal to the unpurchased portion of the
Notes surrendered; provided that each Note purchased and each new Note issued
shall be in an original principal amount of $1,000 or integral multiples
thereof;

                 By 11:00 a.m. on or before the payment date for the Asset Sale
Offer, the Company shall (i) accept for payment Notes or portions thereof
tendered pursuant to the Asset Sale Offer which are to be purchased in
accordance with item (b)(1) above, (ii) deposit with the Paying Agent U.S.
Legal Tender sufficient to pay the purchase price plus accrued interest, if





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<PAGE>   64

any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof being purchased by the Company.  The Paying Agent shall promptly mail
to the Holders of Notes so accepted payment in an amount equal to the purchase
price plus accrued interest, if any.  For purposes of this Section 4.16, the
Trustee shall act as the Paying Agent.

                 If an offer is made to repurchase the Notes pursuant to an
Asset Sale Offer, the Issuer will comply with the requirements of Section 14(e)
of the Exchange Act, if applicable, and any other tender offer rules under the
Exchange Act or other relevant United States Federal and state securities
legislation which may then be applicable and will file Schedule 13E-4 or
Schedule 13E-4F or any other schedule required thereunder in connection with
any offer by the Company to purchase Notes pursuant to an Asset Sale.  Notes
repurchased pursuant to an Asset Sale Offer shall be delivered to the Trustee
for cancellation.

                 (d)      If an offer is made to repurchase the Notes pursuant
to an Asset Sale Offer, the Company will comply with the requirements of
Section 14(e) of the Exchange Act, if applicable, the provisions of Rule 13e-4
and Rule 14e-1, if applicable, and any other tender offer rules under the
Exchange Act or other relevant United States Federal and state securities
legislation which may then be applicable and will file Schedule 13E-4 or
Schedule 13E-4F or any other schedule required thereunder in connection with
any offer by the Company to purchase Notes pursuant to an Asset Sale Offer.
Notes repurchased pursuant to this Section 4.16 shall be delivered to the
Trustee for cancellation pursuant to Section 2.11.

                 SECTION 4.17.  Limitation on Issuance and Sale of Capital
Stock of Restricted Subsidiaries.

                 The Company will not permit (i) any Restricted Subsidiary to
issue any Capital Stock other than to the Company or a Restricted Subsidiary;
or (ii) any Person (other than the Company or a Restricted Subsidiary) to,
directly or indirectly, own or control any Capital Stock of any Restricted
Subsidiary (other than directors' qualifying shares); provided, however, that
clauses (i) and (ii) will not prohibit any sale of 100% of the shares of the
Capital Stock of any Restricted Subsidiary owned by the Company or any
Restricted Subsidiary effected in accordance with Section 4.16 or 5.01.

                 SECTION 4.18.  Limitation on Liens.

                 The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist or remain in effect any Liens upon any Property of
the Company or of any of its Restricted Subsidiaries, whether owned on the
Issue Date or acquired after the Issue Date, or on any income or profits
therefrom, or assign or otherwise convey any right to receive income or profits
thereon, without making effective provision for all of the Notes and all other
amounts due under the Indenture to be directly secured equally and ratably with
(or, if the obligation or liability to be secured by such Lien is subordinated
in right of payment to the Notes, prior to)






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<PAGE>   65

the obligation or liability secured by such Lien.

                 The foregoing limitation does not apply to Permitted Liens.

                 SECTION 4.19.  [Reserved].

                 SECTION 4.20.  [Reserved].

                 SECTION 4.21.  Restricted and Unrestricted Subsidiaries.

                 (a)      The Board of Directors of the Company may designate
or redesignate any Subsidiary to be an Unrestricted Subsidiary if (i) the
Subsidiary to be so designated does not, directly or indirectly, own any
Capital Stock or Indebtedness of, or own or hold any Lien on any property or
assets of, the Company or any other Restricted Subsidiary, (ii) the Subsidiary
to be so designated is not obligated by any Indebtedness or Lien that, if in
default, would result (with the passage of time or notice or otherwise) in a
default on any Indebtedness of the Company or any Restricted Subsidiary and
(iii) either (a) the Subsidiary to be so designated has total assets of $1,000
or less or (b) such designation is effective immediately upon such Person
becoming a Subsidiary of the Company or of a Restricted Subsidiary and the
amount of the Investment by the Company or any of its Restricted Subsidiaries
in such Subsidiary would be permitted under Section 4.10.  Unless so designated
as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the
Company or any Restricted Subsidiary will be classified as a Restricted
Subsidiary.  Except as provided in the first sentence of this paragraph, no
Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.
Subject to the next paragraph, an Unrestricted Subsidiary may not be
redesignated as a Restricted Subsidiary.

                 (b)      The Company will not, and will not permit any
Restricted Subsidiary to, take any action or enter into any transaction or
series of transactions that would result in a Person becoming a Restricted
Subsidiary (whether through an acquisition, the redesignation of an
Unrestricted Subsidiary or otherwise) unless after giving effect to such
action, transaction or series of transactions, on a pro forma basis, (i) the
Company could Incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Interest Coverage Ratio test of paragraph (a) of Section 4.12,
(ii) such Restricted Subsidiary could then Incur under Section 4.12 all
Indebtedness as to which it is obligated at such time, (iii) no Default or
Event of Default would occur or be continuing, and (iv) there exist no Liens
with respect to the property or assets of such Restricted Subsidiary other than
Permitted Liens.

                 (c)      Any such designation by the Board of Directors of the
Company will be evidenced to the Trustee by promptly filing with the Trustee a
copy of the resolution of such board giving effect to such designation and an
Officers' Certificate certifying that such designation complies with the
foregoing provisions.

                                ARTICLE FIVE




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<PAGE>   66

                            SUCCESSOR CORPORATION

                 SECTION 5.01.  Merger, Consolidation or Sale of Assets.

                 (a)      The Company will not, and will not permit any
Restricted Subsidiary to, in a single transaction or series of related
transactions, consolidate or merge with or into any Person (other than the
consolidation, merger or amalgamation of a Wholly-Owned Subsidiary with another
Wholly-Owned Subsidiary or into the Company), or sell, assign, transfer, lease,
convey or otherwise dispose of (or cause or permit any Subsidiary of the
Company to sell, assign, transfer, lease, convey or otherwise dispose of) all
or substantially all of the Company's assets (determined on a consolidated
basis for the Company and the Company's Subsidiaries) unless: (i) either (1)
the Company, in the case of a transaction involving the Company, or such
Restricted Subsidiary, in the case of a transaction involving Restricted
Subsidiary, shall be the surviving or continuing corporation or (2) the Person
(if other than the Company or such Restricted Subsidiary) formed by such
consolidation or into which the Company or such Restricted Subsidiary is merged
or the Person which acquires by sale, assignment, transfer, lease, conveyance
or other disposition the properties and assets of the Company and of the
Company's Subsidiaries (the "Surviving Entity") (x) shall be a corporation
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (y) shall expressly assume, as primary
obligor, by supplemental indenture (in form and substance satisfactory to the
Trustee), executed and delivered to the Trustee, the due and punctual payment
of the principal of, and premium, if any, and interest on all of the Notes and
the performance of every covenant of the Notes and the Indenture on the part of
the Company to be performed or observed, in the case of a transaction involving
the Company or the performance of every covenant of the Indenture on the part
of such Restricted Subsidiary to be performed or observed, in the case of a
transaction involving a Restricted Subsidiary; (ii) in the case of a
transaction involving the Company immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(2)(y) above
(including, without limitation, giving effect to any Indebtedness and Acquired
Indebtedness Incurred or anticipated to be Incurred in connection with or in
respect of such transaction), the Company or such Surviving Entity, as the case
may be, shall be able to Incur at least $1.00 of additional Indebtedness
pursuant to the Consolidated Interest Coverage Ratio test of paragraph (a) of
Section 4.12; provided that, in determining the "Consolidated Interest Coverage
Ratio" of the resulting transferee or Surviving Entity, such ratio shall be
calculated as if the transaction (including the Incurrence of any Indebtedness
or Acquired Indebtedness) took place on the first day of the applicable Four
Quarter Period; (iii) immediately before and immediately after giving effect to
such transaction and the assumption contemplated by clause (i)(2)(y) above
(including, without limitation, giving effect to any Indebtedness and Acquired
Indebtedness Incurred or anticipated to be Incurred and any Lien granted in
connection with or in respect of the transaction) no Default and no Event of
Default shall have occurred or by continuing; (iv) in the case of a transaction
involving the Company, immediately after giving effect to such transaction and
the assumption contemplated by clause (i)(2)(y) above (including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness
Incurred or





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<PAGE>   67

anticipated to by Incurred in connection with or in respect of such
transaction), the Company or such Surviving Entity, as the case may be, shall
have a Consolidated Net Worth which is not less than the Consolidated Net Worth
of the Company immediately prior to such transaction or series of transactions;
(v) in the case of a sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the Company's assets, the Surviving
Entity shall have received the Company's assets as an entirety or virtually as
an entirety; and (vi) the Company or the Surviving Entity shall have delivered
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transaction have been satisfied.

                 (b)      For purposes of the foregoing, the transfer (by sale,
assignment, transfer, lease, conveyance or otherwise, in a single transaction
or series of related transactions) of all or substantially all of the
properties or assets of one or more Subsidiaries of the Company, the Capital
Stock of which constitutes all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

                 SECTION 5.02.  Successor Corporation Substituted.

                 Upon any such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition in accordance with the
foregoing, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is consolidated or made will succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company therein, and thereafter (except in the case of a sale, assignment,
transfer, lease, conveyance or other disposition) the predecessor corporation
will be relieved of all further obligations and covenants under this Indenture.

                                 ARTICLE SIX

                            DEFAULT AND REMEDIES

                 SECTION 6.01.  Events of Default.

                 The following constitute an "Event of Default":

         (i)   the failure to pay interest on any Note for a period of 30 days
or more after such interest becomes due and payable; or

         (ii)  the failure to (x) pay the principal of or premium, if any, on
any Note, when such principal becomes due and payable, at maturity, upon
repurchase (including, without limitation, pursuant to a Change of Control
Offer or an Asset Sale Offer), upon acceleration, upon redemption or otherwise
or (y) make a Change of Control Offer or an Asset Sale Offer within the
required period; or

         (iii) a default in the observance or performance of any of the
agreements or covenants contained in Section 5.01 or clause (e) of Section 4.14
or the granting by the Company or any Restricted Subsidiary of any Lien to
secure Indebtedness in excess of $100,000 (other than a Permitted Lien) and
after the occurrence of a Parent Guarantee Event, the granting by the Parent of
any Lien to secure Indebtedness in excess of $100,000 (other than a Permitted
Lien);

         (iv)  a default in the observance or performance of any of the other
agreements or




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<PAGE>   68

covenants contained in this Indenture which default continues for a period of
30 days after the Company receives written notice specifying the default from
the Trustee or from Holders of at least 25% in principal amount of the
outstanding Notes; or

         (v)   a default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness of the Company or of any Specified Subsidiary of the Company,
whether such Indebtedness now exists, or is created after the date of this
Indenture, which default (a) is caused by a failure to pay at final maturity
the principal of or premium, if any, on such Indebtedness after any applicable
grace period provided in such Indebtedness on the date of such default (a
"Principal 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 Principal Payment Default
or the maturity of which has been so accelerated, is of at least $10.0 million
in the aggregate; or

         (vi)  one or more judgments in an aggregate amount in excess of $10.0
million (which are not covered by third-party insurance as to which the insurer
is solvent and has not disclaimed coverage) being rendered against the Company
or any Specified Subsidiary of the Company and such judgments remain
undischarged, or unstayed or unsatisfied for a period of 60 days after such
judgment or judgments become final and non-appealable; or

         (vii) the Company, any Specified Subsidiary or, after the occurrence
of a Parent Guaranty Event, the Parent (A) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (B) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (C) consents to the appointment of
a Custodian of it or for substantially all of its property, (D) consents to or
acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it, (E) makes a general assignment for the benefit of its creditors, or
(F) takes any corporate action to authorize or effect any of the foregoing; or

         (viii)  a court of competent jurisdiction enters a judgment, decree or
order for relief in respect of the Company, any Significant Subsidiary or,
after the occurrence of a Parent Guaranty Event, the Parent in an involuntary
case or proceeding under any Bankruptcy Law, which shall (A) approve as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition in respect of the Company, any Specified Subsidiary or the Parent,
(B) appoint a Custodian of the Company, any Specified Subsidiary or the Parent
or for substantially all of its property or (C) order the winding-up or
liquidation of its affairs; and such judgment, decree or order shall remain
unstayed and in effect for a period of 60 consecutive days.

                 SECTION 6.02.  Acceleration.






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<PAGE>   69

                 (a)      If an Event of Default (other than an Event of
Default specified in Section 6.01(vii) or (viii) above with respect to the
Company) occurs and is continuing and has not been waived pursuant to Section
6.04, then and in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of the then outstanding Notes may declare the
unpaid principal of, premium, if any, and accrued and unpaid interest on, all
the Notes then outstanding to be due and payable, by a notice in writing to the
Company (and to the Trustee, if given by Holders) and upon such declaration
such principal amount, premium, if any, and accrued and unpaid interest will
become immediately due and payable.  If an Event of Default specified in
Section 6.01(vii) or (viii) above occurs with respect to the Company or, after
the occurrence of a Parent Guarantee Event, the Parent, all unpaid principal
of, and premium, if any, and accrued and unpaid interest on, the Notes then
outstanding will automatically become due and payable without any declaration
or other act on the part of the Trustee or any Holder.

                 (b)      The Trustee shall, within 90 days after the
occurrence of any Default or Event of Default actually known to it, give to the
Holders notice of such Default; provided that, except in the case of a Default
or an Event of Default in the payment of principal of, or interest on, any
Note, the Trustee shall be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
Holders.

                 (c)      The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may rescind an
acceleration and its consequences if all existing Events of Default (other than
the nonpayment of principal of and premium, if any, and interest on the Notes
which has become due solely by virtue of such acceleration) have been cured or
waived and if the rescission would not conflict with any judgment or decree.
No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

                 SECTION 6.03.  Other Remedies.

                 If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of or interest on the 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 Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default.  No remedy
is exclusive of any other remedy.  All available remedies are cumulative to the
extent permitted by law.

                 SECTION 6.04.  Waiver of Past Defaults.

                 Subject to Sections 2.09, 6.07 and 13.02, the Holders of a
majority in principal





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<PAGE>   70

amount of the outstanding Notes by notice to the Trustee may waive any existing
Default or Event of Default and its consequences, except a Default in the
payment of the principal of or interest on any Note as specified in clauses (i)
and (ii) of Section 6.01 or a Default in respect of any term or provision of
the Notes or the Indenture that cannot be modified or amended without the
consent of all Noteholders.  When a Default or Event of Default is waived, it
is cured and ceases; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                 SECTION 6.05.  Control by Majority.

                 Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it.  Subject to Section 7.01,
however, the Trustee may refuse to follow any direction that the Trustee
reasonably believes conflicts with any law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of another Noteholder;
provided that the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and provided further
that this provision shall not affect the rights of the Trustee set forth in
Section 7.01(d).

                 SECTION 6.06.  Limitation on Suits.

                 A Noteholder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

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

         (3)   such Holders offer to the Trustee indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense to be
incurred in compliance with such request;

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

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

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





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                 SECTION 6.07.  Rights of Holders to Receive Payment.

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

                 SECTION 6.08.  Collection Suit by Trustee.

                 If an Event of Default in payment of principal or interest
specified in clause (i) or (ii) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any other obligor on the Notes for the whole amount of
principal and accrued interest remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest at the rate set forth in Section
4.01 and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                 SECTION 6.09.  Trustee May File Proofs of Claim.

                 The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relating to the Company or any
Guarantor (or any other obligor upon the Notes), any of their respective
creditors or any of their respective property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Noteholder 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 Noteholders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07.  The Company's payment obligations
under this Section 6.09 shall be secured in accordance with the provisions of
Section 7.07 hereunder.  Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such
proceeding.

                 SECTION 6.10.  Priorities.

                 If the Trustee collects any money or property pursuant to this
Article 6, it shall pay out the money in the following order:




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

         Second:     if the Holders are forced to proceed against the Company
directly without the Trustee, to Holders for their collection costs;

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

         Fourth:     to the Company or, to the extent the Trustee collects any
amount pursuant to Article 11 hereof from any Guarantor, to such Guarantor, or
to such party as a court of competent jurisdiction shall direct.

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

                 SECTION 6.11.  Undertaking for Costs.

                 In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees 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 pursuant to Section 6.07, or a suit by a Holder or
Holders of more than 10% in principal amount of the outstanding Notes.

                                ARTICLE SEVEN

                                   TRUSTEE

                 SECTION 7.01.  Duties of Trustee.

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

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

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







                                     64
<PAGE>   73

         (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, in the
case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).

                 (c)      Notwithstanding anything to the contrary herein
contained, the Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

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

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

         (3)   The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.02, 6.04 or 6.05.

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

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

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


                 SECTION 7.02.  Rights of Trustee.

                 Subject to Section 7.01:





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<PAGE>   74

                 (a)      The Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, or other evidences of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Trustee need not investigate any fact or matter stated
in the document unless the Trustee has reason to believe that such fact or
matter is not true.

                 (b)      Before the Trustee acts or refrains from acting, it
may consult with counsel of its selection and may require an Officers'
Certificate, an Opinion of Counsel or both, which shall conform to Sections
14.04 and 14.05.  The Trustee shall 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 or upon advice of such counsel.

                 (c)      The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or indirectly or by
or through agents or attorneys and the Trustee shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care.

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

                 (e)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, notice, request, direction, consent, order,
bond, note, other evidences of indebtedness, or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled,
upon reasonable notice to the Company or any Guarantor, to examine the books,
records, and premises of the Company or any Guarantor, personally or by agent
or attorney and to consult with the officers and representatives of the Company
or any Guarantor, including the Company's accountants and attorneys of the
Company or any Guarantor.

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

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

                 (h)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate





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<PAGE>   75

Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

                 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, any
Subsidiary of the Company or any Guarantor, or their respective Affiliates with
the same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.  However, the Trustee must comply with Sections 7.10 and
7.11.

                 SECTION 7.04.  Trustee's Disclaimer.

                 The recitals contained herein and in the Notes shall be taken
as statements of the Company and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes, and it shall not be accountable for
the Company's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company in this Indenture or the Notes
other than the Trustee's certificate of authentication.

                 SECTION 7.05.  Notice of Default.

                 If a Default or an Event of Default occurs and is continuing
and if it is actually known to the Trustee, the Trustee shall mail to each
Noteholder notice of the uncured Default or Event of Default within 90 days
after such Default or Event of Default occurs.  Except in the case of a Default
or an Event of Default in payment of principal of, or interest on, any Note,
including an accelerated payment, and the failure to make payment on the Change
of Control Payment Date pursuant to a Change of Control Offer or on the payment
date for an Asset Sale Offer, and except in the case of a failure to comply
with Article 5 hereof, the Trustee may withhold the notice if and so long as
its Board of Directors, the executive committee of its Board of Directors or a
committee of its directors and/or Trust Officers determines in good faith that
withholding the notice is in the interest of the Noteholders.

                 SECTION 7.06.  Reports by Trustee to Holders.

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

                 (b)      A copy of each report at the time of its mailing to
Noteholders shall be mailed to the Company and filed with the SEC and each
stock exchange, if any, on which the Notes are listed.  The Company shall
promptly notify the Trustee if the Notes become listed on any stock exchange,
or of any delisting thereof, and the Trustee shall comply with TIA Section
313(d).





                                     67


<PAGE>   76

                 SECTION 7.07.  Compensation and Indemnity.

                 The Company shall pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for its services.  The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all reasonable fees and expenses,
including out-of-pocket expenses incurred or made by it in connection with the
performance of its duties under this Indenture.  Such expenses shall include
the reasonable fees and expenses of the Trustee's agents and counsel.

                 The Company and the Guarantors shall jointly and severally
indemnify each of the Trustee (or any predecessor Trustee) and its agents,
employees, stockholders and directors and officers for, and hold them harmless
against, any and all loss, liability, damage, claim or expense including taxes
(other than taxes based on the income of the Trustee) incurred by them except
for such actions to the extent caused by any negligence, bad faith or willful
misconduct on their part, arising out of or in connection with the acceptance
or administration of this trust including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
acceptance, exercise or performance of any of their rights, powers or duties
hereunder.  The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.  At the Trustee's sole
discretion, the Company shall defend the claim and the Trustee shall cooperate
and may participate in the defense; provided that any settlement of a claim
shall be approved in writing by the Trustee.  Alternatively, the Trustee may at
its option have separate counsel of its own choosing and the Company shall pay
the reasonable fees and expenses of such counsel; provided that the Company
will not be required to pay such fees and expenses if it assumes the Trustee's
defense and there is no conflict of interest between the Company and the
Trustee in connection with such defense as reasonably determined by the
Trustee.  The Company need not pay for any settlement made without its written
consent.  The Company need not reimburse any expense or indemnify against any
loss or liability to the extent incurred by the Trustee through its negligence,
bad faith or willful misconduct.

                 To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Notes on all assets or money
held or collected by the Trustee, in its capacity as Trustee, except assets or
money held in trust to pay principal of or interest on particular Notes.  The
Trustee's right to receive payment of any amounts due under this Section 7.07
shall not be subordinate to any other liability or indebtedness of the Company
(even though the Notes may be subordinate to such other liability or
indebtedness).

                 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(vii) or 6.01(viii) occurs, such
expenses and the compensation for such services are intended to constitute
expenses of administration under any Bankruptcy Law; provided, however, that
this shall not affect the Trustee's rights as set forth in the preceding
paragraph or Section 6.10.





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<PAGE>   77

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

                 SECTION 7.08.  Replacement of Trustee.

                 The Trustee may resign by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Notes may
remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor Trustee.  The Company may remove the Trustee if:

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

         (2)   the Trustee is adjudged bankrupt or insolvent;

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

         (4)   the Trustee becomes incapable of acting.

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

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

                 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 outstanding
Notes may petition , at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


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

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

                 SECTION 7.09.  Successor Trustee by Merger, Etc.




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<PAGE>   78

                 If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article 7.

                 SECTION 7.10.  Eligibility; Disqualification.

                 This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case
of a corporation included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition. In
addition, if the Trustee is a corporation included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet the
capital requirements of TIA Section 310(a)(2).  The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities, or certificates of interest or participation in other
securities, of the Company are outstanding, if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met. The provisions of TIA
Section 310 shall apply to the Company, as obligor of the Notes.

                 SECTION 7.11.  Preferential Collection of Claims Against
Company.

                 The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.  The provisions of TIA Section 311 shall apply to the
Company and each Guarantor, as obligor on the Notes.

                 SECTION 7.12.  Trustee's Application for Instructions from the
Company.

                 Any application by the Trustee for written instructions from
the Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall be
effective.  The Trustee shall not be liable for any action taken by, or
omission of, the Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date
shall not be less than three Business Days after the date any Officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of any omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.

                                ARTICLE EIGHT

                                 [RESERVED]



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<PAGE>   79


                                ARTICLE NINE

                                 [RESERVED]

                                 ARTICLE TEN

                                 [RESERVED]

                               ARTICLE ELEVEN

                                 [RESERVED]

                               ARTICLE TWELVE

                     DISCHARGE OF INDENTURE; DEFEASANCE

                 SECTION 12.01.  Termination of the Company's Obligations.

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

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

                 (b)      no Default or Event of Default with respect to this
         Indenture or the Notes shall have occurred and be continuing on the
         date of such deposit or shall 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
         is a party or by which it is bound;

                 (c)      the Company shall have paid all other sums payable by
         it hereunder or under the Notes; and

                 (d)      the Company shall have delivered to the Trustee an
         Officers' Certificate



                                     71

<PAGE>   80

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

                 Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 12.05 and
12.06 shall survive until the Notes are no longer outstanding pursuant to the
last paragraph of Section 2.08.  After the Notes are no longer outstanding, the
Company's obligations in Sections 7.07, 12.05 and 12.06 shall survive.

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

                 SECTION 12.02.  Legal Defeasance and Covenant Defeasance.

                 (a)      The Company may, at its option by Board Resolution of
the Board of Directors of the Company, at any time, elect to have either
paragraph (b) or (c) below be applied to all outstanding Notes upon compliance
with the conditions set forth in Section 12.03.

                 (b)      Upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (b), the Company shall,
subject to the satisfaction of the conditions set forth in Section 12.03, be
deemed to have been discharged from its obligations with respect to all
outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance").  For this purpose, Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 12.04 hereof and
the other Sections of this Indenture referred to in (i) and (ii) below, and to
have satisfied all its other obligations under such Notes 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 shall survive until otherwise terminated or discharged
hereunder:  (i) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 12.04 hereof, and as more fully set
forth in such Section 12.04, payments in respect of the principal of, premium,
if any, and interest on such Notes when such payments are due, (ii) the
Company's obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and
(iv) this Article 12.  Subject to compliance with this Article 12, the Company
may exercise its option under this paragraph (b) notwithstanding the prior
exercise of its option under paragraph (c) hereof.





                                     72
<PAGE>   81

                 (c)      Upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), the Company shall,
subject to the satisfaction of the conditions set forth in Section 12.03
hereof, be released from its obligations under the covenants contained in
Sections 4.04, 4.05, 4.06, 4.07, 4.08 and 4.10 through 4.21 and Articles 5, 8,
9 and 10 hereof with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event or Default under Section
6.01(iii), 6.01(iv), 6.01(v) and 6.01(ix) hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby.

                 SECTION 12.03.  Conditions to Legal Defeasance or Covenant
Defeasance.

                 The following shall be the conditions to the application of
either Section 12.02(b) or 12.02(c) hereof to the outstanding Notes:

                 In order to exercise either Legal Defeasance or Covenant
Defeasance:

         (i)     the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the holders of the Notes cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants, to pay the principal of, premium, if any,
and interest on the Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be;

         (ii)    in the case of Legal Defeasance, the Company shall have
delivered to the Trustee (a)(1) an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that the holders of the 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, or (2) a ruling to such
effect from, or published by, the Internal Revenue Service and (B) an opinion
of counsel in the United States reasonably acceptable to the Trustee confirming
that the resulting trust will not be an "Investment Company" within the meaning
of the Investment Company Act of 1940 unless such trust is qualified thereunder
or exempt from regulation thereunder;




                                     73
<PAGE>   82

         (iii)   in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that the holders of the 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, and that the resulting trust will
not be an "Investment Company" within the meaning of the Investment Company Act
of 1940 unless such trust is qualified thereunder or exempt from regulation
thereunder;

         (iv)    no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of
Default with respect to the Indenture resulting from the Incurrence of
Indebtedness, all or a portion of which will be used to defease the Notes
concurrently with such Incurrence) or with regard to any such events specified
in Sections 6.01(vii) and 6.01(viii), at any time in the period ending on the
91st day after the date of deposit;

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

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

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

         (viii)  the Company shall have delivered to the Trustee an opinion of
counsel to the effect that (A) the trust funds will not be subject to any
rights of holders of Indebtedness of the Company other than the Notes and (B)
assuming no intervening bankruptcy of the Company between the date of deposit
and the 91st day following the deposit and that no Holder of the Notes is an
insider of the Company, after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally; and

         (ix)    the Trustee shall have, for the benefit of the Holders, a
perfected first priority security interest under applicable law in the U.S.
dollars or U.S. Government Obligations deposited pursuant to Section 12.03(i)
above.

                 SECTION 12.04.  Application of Trust Money.

                 The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender or U.S.



                                     74

<PAGE>   83

Government Obligations deposited with it pursuant to Article 8, and shall apply
the deposited U.S. Legal Tender and the money from U.S. Government Obligations
in accordance with this Indenture to the payment of principal of and interest
on the Notes.  The Trustee shall be under no obligation to invest said U.S.
Legal Tender or U.S. Government Obligations except as it may agree in writing
with the Company.

                 The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Legal Tender
or U.S. Government Obligations deposited pursuant to Section 12.03 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.

                 Anything in this Article 12 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
Company's request any U.S. Legal Tender or U.S. Government Obligations held by
it as provided in Section 12.03 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

                 SECTION 12.05.  Repayment to the Company.

                 Subject to this Article 12, the Trustee and the Paying Agent
shall promptly pay to the Company upon written request any excess U.S. Legal
Tender or U.S. Government Obligations held by them at any time and thereupon
shall be relieved from all liability with respect to such money.  The Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years; provided that the Trustee or such Paying Agent, before being required to
make any payment, may at the expense of the Company cause to be published once
in a newspaper of general circulation in the City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein which shall be at least 30 days from the date of
such publication or mailing any unclaimed balance of such money then remaining
will be repaid to the Company.  After payment to the Company, Noteholders
entitled to such money must look to the Company for payment as general
creditors unless an applicable law designates another Person.

                 SECTION 12.06.  Reinstatement.

                 If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender or U.S. Government Obligations in accordance with this Article 12
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Article 8 until such time as the Trustee or Paying Agent is permitted to






                                     75

<PAGE>   84

apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with Article 8; provided that if the Company has made any payment of interest
on or principal of 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 U.S. Legal Tender or U.S. Government Obligations
held by the Trustee or Paying Agent.

                              ARTICLE THIRTEEN

          AMENDMENTS AND SUPPLEMENTS TO THE INDENTURE AND THE NOTES

                 SECTION 13.01.  Without Consent of Holders.

                 The Company, when authorized by a Board Resolution, and the
Trustee, together, may amend or supplement in form satisfactory to the Trustee
this Indenture or the Notes without notice to or consent of any Noteholder:

         (1)   to cure any ambiguity, defect or inconsistency; provided that
such amendment or supplement does not, in the opinion of the Trustee, adversely
affect the rights of any Holder in any material respect;

         (2)   to comply with Article 5;

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

         (4)   to make any change that would provide any additional benefit or
rights to the Noteholders or that does not adversely affect the rights of any
Noteholder; or

         (5)   to provide for issuance of the Exchange Notes, which will have
terms substantially identical in all material respects to the Initial Notes
(except that the transfer restrictions contained in the Initial Notes will be
modified or eliminated, as appropriate), and which will be treated together
with any outstanding Initial Notes, as a single issue of securities;

provided that the Company has delivered to the Trustee an Opinion of Counsel
stating that such amendment or supplement complies with the provisions of this
Section 13.01.

                 SECTION 13.02.  With Consent of Holders.

                 (a)      Subject to Section 6.07, the Company, when authorized
by a Board Resolution, and the Trustee, together, with the written consent of
the Holder or Holders of at least a majority in aggregate principal amount of
the outstanding Notes, may amend or supplement this Indenture or the Notes
without notice to any other Noteholders.  Subject to Section 6.07, the Holder
or Holders of a majority in aggregate principal amount of the outstanding Notes
may waive compliance by the Company with any provision of this Indenture






                                     76

<PAGE>   85

or the Notes without notice to any other Noteholder.  No amendment, supplement
or waiver, including a waiver pursuant to Section 6.04, shall, without the
consent of each Holder of each Note affected thereby, directly or indirectly:

         (i)     reduce the amount of Notes whose Holders must consent to an
amendment;

         (ii)    reduce the rate of or change the time for payment of interest,
including defaulted interest, on any Notes;

         (iii)   reduce the principal of or change the fixed maturity of any
Notes, or change the date on which any Notes may be subject to redemption or
repurchase, or reduce the redemption or repurchase price therefor;

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

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

         (vi)    amend, modify or change the obligation of the Company to make
or consummate a Change of Control Offer (including amending, modifying or
changing the definition of Change of Control), or, after the Company's
obligation to purchase the Notes arises thereunder, an Asset Sale Offer or
waive any default in the provisions thereof or modify any of the provisions or
definitions with respect to any Asset Sale Offer; or

         (vii)   adversely affect the ranking of Notes.

                 (b)      After an amendment, supplement or waiver under this
Section 13.02 becomes effective, the Company shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                 SECTION 13.03.  Execution of Supplemental Indentures.

                 The Trustee shall sign any supplemental indenture authorized
pursuant to this Article 13, subject to the last sentence of this Section
13.03.  In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 13 or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture or amendment is authorized or
permitted by this Indenture.  The Trustee may, but shall not be






                                     77

<PAGE>   86

obligated to, enter into any such supplemental indenture or amendment which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

                 SECTION 13.04.  Effect of Supplemental Indentures.

                 Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                 SECTION 13.05.  Reference in Notes to Supplemental Indentures.

                 Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 13 may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture.  If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and made available for delivery by
the Trustee in exchange for Outstanding Notes.

                 SECTION 13.06.  Compliance with TIA.

                 Every amendment, waiver or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect.

                 SECTION 13.07.  Revocation and Effect of Consents.

                 Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a 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.  Subject to the following paragraph, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Note or portion of such Note
by notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

                 The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be at least 30 days
prior to the first solicitation of such consent.  If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.  No such




                                     78

<PAGE>   87

consent shall be valid or effective for more than 90 days after such record
date.

                 After an amendment, supplement or waiver becomes effective, it
shall bind every Noteholder, unless it makes a change described in any of
clauses (i) through (viii) of Section 13.02(a) or 13.02(b), in which case, the
amendment, supplement or waiver shall bind only each Holder of a Note who has
consented to it and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note; provided that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Note, on or after the respective due dates
expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

                 SECTION 13.08.  Notation on or Exchange of Notes.

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

                              ARTICLE FOURTEEN

                                MISCELLANEOUS

                 SECTION 14.01.  TIA Controls.

                 If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                 SECTION 14.02.  Notices.

                 (a)      Any notice or communication by the Company, any
Guarantor or the Trustee to the other is duly given if in writing and delivered
in person or mailed by first class mail (registered or certified, return
receipt requested), confirmed facsimile transmission or overnight air courier
guaranteeing next day delivery, to the other's address:

                 If to the Company or any of the Guarantors:

                  Anchor Glass Container Corporation
                  One Anchor Plaza
                  4343 Anchor Plaza Parkway
                  Tampa, Florida  33634



                                     79

<PAGE>   88


                  Facsimile No.:  (813) 882-7859
                  Attention:  Chief Financial Officer

                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, 21st Floor
                  New York, New York  10286
                  Facsimile No.  (212) 815-5915
                  Attention:  Corporate Trust Trustee Administration

                 (b)      The Company, any Guarantor or the Trustee, by notice
to the other, may designate additional or different addresses for subsequent
notices or communications.

                 (c)      All notices and communications (other than those sent
to Holders) shall 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 receipt acknowledged, if by facsimile
transmission; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

                 (d)      Any notice or communication mailed to a Holder shall
be mailed by first class mail, postage prepaid, to its address shown on the
register kept by the Registrar.  Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required
by the TIA.  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.

                 (e)      If a notice or communication is mailed to any Person
in the manner provided above within the time prescribed, it is duly given,
whether or not the addressee receives it.

                 (f)      If the Company mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.

                 SECTION 14.03.  Communications by Holders with Other Holders.

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






                                     80

<PAGE>   89

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

         (2)   an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent to be performed by the Company, if any,
provided for in this Indenture relating to the proposed action have been
complied with.

                 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 the Officers'
Certificate required by Section 4.06, shall include:

         (1)   a statement that the Person making such certificate or opinion
has read such covenant or condition and the definitions relating thereto;

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

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

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

                 SECTION 14.06.  Rules by Trustee, Paying Agent, Registrar.

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

                 SECTION 14.07.  Legal Holidays.

                 A "Legal Holiday" used with respect to a particular place of
payment is a Saturday, a Sunday or a day on which banking institutions in New
York, New York or at such place of payment are not required to be open.  If a
payment date is a Legal Holiday at such place, payment may be made at such
place on the next succeeding day that is a Business Day, and no interest shall
accrue for the intervening period.





                                     81

<PAGE>   90

                 SECTION 14.08.  GOVERNING LAW; CONSENT TO JURISDICTION;
SERVICE OF PROCESS.

                 (a)      THIS INDENTURE, THE NOTES AND EACH GUARANTEE SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES (INCLUDING ANY GUARANTEE) OR TRANSACTION RELATED HERETO OR THERETO.

                 (b)      Any legal action or proceeding with respect to this
Indenture, any Note or any Guarantee may be brought in the courts of the State
of New York or of the United States for the Southern District of New York, and,
by execution and delivery of this Indenture, each of the parties to this
Indenture hereby irrevocably accepts for itself and in respect of its
respective property, generally and unconditionally, the jurisdiction of the
aforesaid courts.  Each of the parties to this Indenture hereby further
irrevocably waives any claim that any such courts lack jurisdiction over such
party, and agrees not to plead or claim, in any legal action or proceeding with
respect to this Indenture, the Notes, any Guarantee or the transactions
contemplated thereby brought in any of the aforesaid courts, that any such
court lacks jurisdiction over such party.  The Company and Parent hereto
irrevocably (a) appoints itself as its lawful agent and attorney to accept and
acknowledge service of process against such party, and upon whom process may be
served in any action, suit or proceeding arising out of, or in connection with,
this Indenture, the Notes, any Guarantee or the transactions contemplated
thereby with the same effect as if such party was a resident of the State of
New York and had been lawfully served with such process in such jurisdiction,
and (b) consents to the service of any process, pleading, notices or other
papers by the mailing of copies thereof by registered, certified or first class
mail (postage prepaid, return receipt requested) or by reputable courier
service, to such party at such party's address set forth herein, or by any
other method provided or permitted under New York  law, with the same effect as
if such party was a resident of the State of New York and had been lawfully
served with such process in such jurisdiction.  Each of the parties to this
Indenture irrevocably consents to the service of process in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such party, at its respective address for notices pursuant
to Section 14.02, such service to become effective 30 days after such mailing.
To the extent permitted by law, each of the parties to this Indenture hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any Note or any Guarantee that service of process
was in any way invalid or ineffective.  Nothing herein shall affect the right
of any party to this Indenture to serve process in any other manner permitted
by law or to commence legal proceedings or otherwise proceed against any party
in any other jurisdiction.

                 (c)      Each of the parties to this Indenture hereby
irrevocably waives any




                                     82

<PAGE>   91

objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Indenture, the Notes or any Guarantee brought in the courts referred to in
clause (b) of this Section 14.08 and hereby further irrevocably waives and
agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.

                 SECTION 14.09.  No Adverse Interpretation of Other Agreements.

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

                 SECTION 14.10.  No Recourse Against Others.

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

                 SECTION 14.11.  Successors.

                 All agreements of the Company and the Parent in this Indenture
and the Notes shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.

                 SECTION 14.12.  Duplicate and Counterpart Originals.

                 All parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.  This Indenture may be
executed in any number of counterparts, each of which so executed shall be an
original, but all of them together shall represent the same agreement.

                 SECTION 14.13.  Severability.

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

                 SECTION 14.14.  Table of Contents, Headings, Etc.




                                     83

<PAGE>   92

                 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 shall
in no way modify or restrict any of the terms or provisions hereof.





                                     84
<PAGE>   93

                                   SIGNATURES

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



                                       ANCHOR GLASS CONTAINER
                                       CORPORATION, as Issuer


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



                                       CONSUMERS U.S., INC.


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


                                       Trustee:

                                       THE BANK OF NEW YORK,
                                       as Trustee


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



                                     85

<PAGE>   94

                                                                       EXHIBIT A

                                                        CUSIP No.:______________

                       ANCHOR GLASS CONTAINER CORPORATION

                          9 7/8% SENIOR NOTE DUE 2008

No.                                                                           $

                 [IF GLOBAL NOTE:

                 THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO.]

                 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE
SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE OF THIS SECURITY (OR OF ANY PREDECESSOR OF THIS SECURITY)
AND THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THIS ISSUER WSA THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW REOFFER, RESELL, ASSIGN,
TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF THIS SECURITY EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
$250,000, FOR

<PAGE>   95

INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER IS ATTACHED AS AN EXHIBIT HERETO), (D) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY WITHIN THE TIME PERIOD REFERRED TO ABOVE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                 THE SECURITIES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR
SALE UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.  THE
SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA OR TO ANY RESIDENT THEREOF IN VIOLATION OF
THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA.

                 [IF GLOBAL NOTE:

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR 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, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF






                                     A-2

<PAGE>   96

TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE.

         TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF
THE INDENTURE.





                                     A-3
<PAGE>   97

                                  GLOBAL NOTE

                                  REPRESENTING

                          9 7/8% SENIOR NOTES DUE 2008

                 ANCHOR GLASS CONTAINER CORPORATION , a Delaware corporation
(the "Company", which term includes any successor entity), for value received
promises to pay to                      or registered assigns, the principal
sum of              Dollars, on March 15, 2008.

                 Interest Payment Dates:  March 15 and September 15.

                 Record Dates:  March 1 and September 1.

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





                                     A-4
<PAGE>   98


                 IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

                                     ANCHOR GLASS CONTAINER CORPORATION

                                     By:_____________________________
                                          Name:
                                          Title:


                                     By:_____________________________
                                          Name:
                                          Title:


Certificate of Authentication

                 This is one of the 9 7/8% Senior Notes due 2008 referred to in
the within-mentioned Indenture.

                                     THE BANK OF NEW YORK,
                                         as Trustee

                                     By: _________________________
                                            Authorized Signatory




                                     A-5
<PAGE>   99

                               (REVERSE OF NOTE)
                          9 7/8% SENIOR NOTE DUE 2008

                 1.       Interest.  ANCHOR GLASS CONTAINER CORPORATION, a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at the rate per annum shown above.  The Company will pay
interest semiannually in arrears on each Interest Payment Date, commencing
September 15, 1998.  Interest will be computed on the basis of a 360-day year
of twelve 30-day months.  Interest shall accrue from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid,
from the date of the original issuance of the Notes.

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

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

                 3.       Paying Agent and Registrar.  Initially, The Bank of
New York, a New York banking corporation (the "Trustee"), will act as Paying
Agent and Registrar.  The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

                 4.       Indenture.  The Company issued the Notes under an
Indenture, dated as of March 17, 1998 (the "Indenture"), among the Company,
Consumers U.S., Inc. (the "Parent") and the Trustee.  This Note is one of a
duly authorized issue of Initial Notes of the Company designated as its 9 7/8%
Senior Notes due 2008 (the "Initial Notes").  The Notes are limited in
aggregate principal amount to $50,000,000.  The Notes include the Initial Notes
and the Exchange Notes, as defined below, issued in exchange for the Initial
Notes pursuant to the Indenture.  The Initial Notes and the Exchange Notes are
treated as a single class of securities under the Indenture.  Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
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 (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA").  Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and said




                                     A-6
<PAGE>   100

Act for a statement of them.

                 The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries, among other things, to Incur
additional Indebtedness, create Liens, make certain dividend payments,
distributions, Investments and other Restricted Payments, pay dividends and
other distributions, enter into or permit certain transactions with Affiliates
and make Asset Sales.  The Indenture also imposes limitations on the ability of
the Company and its Restricted Subsidiaries to consolidate or merge with or
into any other Person or permit any other Person to merge with or into the
Company or a Restricted Subsidiary, or sell, convey, assign, transfer, lease or
otherwise dispose of all or substantially all of the Property of the Company or
any Restricted Subsidiary to any other Person and on the ability of the
Company's Restricted Subsidiaries to issue Capital Stock.  Such limitations are
subject to a number of important qualifications and exceptions.  The Company
must annually report to the Trustee on compliance with such limitations.

                 5.       Guarantees.  Upon the occurrence of certain events,
this Note may be guaranteed by the Parent as provided for in, and pursuant to
the terms of, the Indenture.

                 6.       Redemption.

                 (a)      Optional Redemption.  The Notes will be redeemable,
at the option of the Company, in whole and not in part, at any time, on not
less than 30 nor more than 60 days' prior written notice to each holder of
Notes to be redeemed, at a redemption price equal to the sum of (i) the then
outstanding principal amount thereof plus (ii) accrued and unpaid interest, if
any, to the redemption date plus (iii) the Applicable Make-Whole.  The
following definitions are used to determine the Applicable Make-Whole:

                 "Applicable Make-Whole" with respect to the Notes shall be
calculated with respect to the date of redemption to maturity and shall equal
the greater of (i) 1.0% of the then outstanding principal amount of such Notes
and (ii) the excess of (A) the present value of the required interest payments
and principal payments to maturity due on such Notes, computed, on a
semi-annual basis, using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the then outstanding principal amount of such Notes.

                 "Average Life" means, as of the date of determination, with
respect to any debt security, the quotient obtained by dividing (i) the sum of
the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment (assuming the exercise by
the obligor of such debt security of all unconditional (other than as to the
giving of notice) extension options of each such scheduled payment date) of
such debt security multiplied by the amount of such principal payment by (ii)
the sum of all such principal payments.

                 "Treasury Rate," for purposes of the Indenture, is defined as
the yield to maturity at the time of computation of United States Treasury
securities with a constant



                                     A-7
<PAGE>   101

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

                 (c)         Within 90 days of the consummation of any Change
of Control Offer pursuant to which the Company has repurchased at least 90% of
the Notes outstanding immediately prior to such Change of Control Offer, the
Company may, at its option, redeem all of the remaining Notes at a redemption
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of redemption.

                 7.      Notice of Redemption.  Notice of redemption under
paragraphs 6(a), 6(b) and 6(c) of this Note will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at such Holder's registered address.  Notes in denominations larger
than $1,000 may be redeemed in part.

                 Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with
the Paying Agent for redemption on such Redemption Date, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, the Notes called for redemption will cease to bear interest from and
after such Redemption Date and the only right of the Holders of such Notes will
be to receive payment of the Redemption Price plus accrued interest, if any.

                 In the event that less than all of the Notes are to be
redeemed at any time, selection of such Notes for redemption will be made by
the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate; provided,
however, that no Notes of a principal amount of $1,000 or less shall be
redeemed in part.  Notice of redemption shall be mailed by first-class mail at
least 30 but not more than 60 days before the redemption date to each Holder of
Notes to be redeemed at its registered address.  If any Note is to be redeemed
in part only, the notice of redemption that relates to such Note shall state
the portion of the principal amount thereof to be redeemed.  A new Note in a
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Note.  On and
after the redemption date, interest will cease to accrue on Notes or portions
thereof called for redemption as long as the Company has deposited with the
paying agent for the Notes funds in satisfaction of the applicable redemption
price pursuant to the




                                     A-8
<PAGE>   102

Indenture.

                 8.      Offers to Purchase.  Sections 4.15 and 4.16 of the
Indenture provide that, after certain Asset Sales (as defined in the Indenture)
and upon the occurrence of a Change of Control (as defined in the Indenture),
and subject to further limitations contained therein, the Company will make an
offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

                 9.      Registration Rights.  Pursuant to the Registration
Rights Agreement among the Company and the Holders of the Initial Notes, the
Company will be obligated to consummate an exchange offer pursuant to which the
Holder of this Note shall have the right to exchange this Note for the
Company's 9 7/8% Senior Notes due 2008 of the Company, which have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to the Initial Notes, including the
guarantee thereof by the Parent, if any.  The Holders of the Initial Notes
shall be entitled to receive certain additional interest payments in the event
such exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

                 10.     Denominations; Transfer; Exchange.  The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000.  A Holder shall register the transfer of or exchange Notes
in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture.  The Registrar need not
register the transfer of or exchange of any Note (i) during a period beginning
at the opening of business 15 days before the mailing of a notice of redemption
of Notes and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article 3 of the
Indenture, except the unredeemed portion of any Note being redeemed in part.

                 11.     Persons Deemed Owners.  The registered Holder of a
Note shall be treated as the owner of it for all purposes.

                 12.     Unclaimed Money.  If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company.  After that, all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

                 13.     Discharge Prior to Redemption or Maturity.  If the
Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).





                                     A-9
<PAGE>   103


                 14.     Amendment; Supplement; Waiver.  Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding.  Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes, or comply with Article
Five of the Indenture or make any other change that does not adversely affect
in any material respect the rights of any Holder of a Note.

                 15.     Successors.  When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes and
the Indenture, the predecessor will be released from those obligations.

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

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

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

                 19.     Authentication.  This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                 20.     Governing Law.  The laws of the State of New York
shall govern this


                                    A-10
<PAGE>   104


Note and the Indenture without regard to principles of conflicts of laws.

                 21.     Abbreviations and Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note 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).

                 22.     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 as a convenience to
the Holders of the Notes.  No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed hereon.

                 23.     Indenture.  Each Holder, by accepting a Note, agrees
to be bound by all of the terms and provisions of the Indenture, as the same
may be amended from time to time.

                 The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture, which has the text of this
Note in larger type.  Requests may be made to:  Anchor Glass Container
Corporation, One Anchor Plaza, 4343 Anchor Parkway, Tampa, Florida 33634, Attn:
Chief Financial Officer.





                                    A-11
<PAGE>   105

                               ASSIGNMENT FORM

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

                 I or we assign and transfer this Note to:


                 (Print or type name, address and zip code and

                 social security or tax ID number of assignee)

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

 Dated:  ______________________________           Signed: _____________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)
Signature Guarantee: ____________________________

                 In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the SEC
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) March 16, 2000, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:





                                    A-12
<PAGE>   106

                                 [Check One]

 (1)      __      to the Company or a subsidiary thereof; or
 (2)      __      pursuant to and in compliance with Rule 144A under the
                  Securities Act; or
 (3)      __      to an institutional "accredited investor" (as defined in
                  Rule 501(a)(1), (2), (3) or (7)
                  under the Securities Act) that has furnished to the Trustee a
                  signed letter containing certain representations and
                  agreements (the form of which letter can be obtained from the
                  Trustee); or
 (4)      __      outside the United states to a "foreign person" in compliance
                  with Rule 904 of Regulation S under the Securities Act; or
 (5)      __      pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act; or
 (6)      __      pursuant to an effective registration statement under the
                  Securities Act; or
 (7)      __      pursuant to another available exemption from the
                  registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than
the registered Holder thereof; provided that if box (3), (4), (5) or (7) is
checked, the Company or the Trustee may require, prior to registering any such
transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.





                                    A-13
<PAGE>   107

If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.

 Date:    ______________________________          Signed: _____________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)
Signature Guarantee: ____________________________

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                          The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

 Date:    ______________________________          ______________________________
                                                  NOTICE: To be executed by an
                                                          executive officer





                                    A-14
<PAGE>   108

                    [OPTION OF HOLDER TO ELECT PURCHASE]

                 If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

                               Section 4.15 []

                               Section 4.16 []

                 If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state
the amount you elect to have purchased:

 $_______________________________
 Dated: _______________________________           ______________________________
                                                  NOTICE:  The signature on
                                                  this assignment must
                                                  correspond with the name
                                                  as it appears upon the face
                                                  of the within Note in every
                                                  particular without alteration
                                                  or enlargement or any change
                                                  whatsoever.



Signature Guarantee: ____________________________________





                                    A-15
<PAGE>   109

                                                                       EXHIBIT B

                                                        CUSIP No.:______________

                       ANCHOR GLASS CONTAINER CORPORATION

                          9 7/8% SENIOR NOTE DUE 2008

No.                                                                           $

                 [IF GLOBAL NOTE:

                 THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO.

                 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE
OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR 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, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE.






<PAGE>   110

                                  GLOBAL NOTE

                                  REPRESENTING

                                 9 7/8% SENIOR
                                NOTES DUE 2008]

                 ANCHOR GLASS CONTAINER CORPORATION , a Delaware corporation
(the "Company," which term includes any successor entity), for value received
promises to pay to                      or registered assigns, the principal
sum of              Dollars, on March 15, 2008.

                 Interest Payment Dates:  March 15 and September 15.

                 Record Dates:  March 1 and September 1.

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

                 IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

                                     ANCHOR GLASS CONTAINER CORPORATION

                                     By:_____________________________
                                          Name:
                                          Title:

                                     By:_____________________________
                                          Name:
                                          Title:

Certificate of Authentication

                 This is one of the 9 7/8% Senior Notes due 2008 referred to in
the within-mentioned Indenture.

                                     THE BANK OF NEW YORK,
                                        as Trustee

                                     By: _________________________
                                         Authorized Signatory



Dated:




                                     B-2
<PAGE>   111

                               (REVERSE OF NOTE)

                          9 7/8% SENIOR NOTE DUE 2008

                 1.       Interest.  ANCHOR GLASS CONTAINER CORPORATION, a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at the rate per annum shown above.  The Company will pay
interest semiannually in arrears on each Interest Payment Date, commencing
September 15, 1998.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Interest shall accrue from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid,
from the date of the original issuance of the Notes.

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

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

                 3.       Paying Agent and Registrar.  Initially, The Bank of
New York, a New York banking corporation (the "Trustee"), will act as Paying
Agent and Registrar.  The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

                 4.       Indenture.  The Company issued the Notes under an
Indenture, dated as of March 17, 1998 (the "Indenture"), among the Company,
Consumers U.S., Inc. (the "Parent") and the Trustee.  This Note is one of a
duly authorized issue of Exchange Notes of the Company designated as its 9 7/8%
Senior Notes due 2008 (the "Exchange Notes").  The Notes are limited in
aggregate principal amount to $50,000,000.  The Notes include the Initial Notes
and the Exchange Notes, as defined below, issued in exchange for the Initial
Notes pursuant to the Indenture.  The Initial Notes and the Exchange Notes are
treated as a single class of securities under the Indenture.  Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
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 (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA").  Notwithstanding anything to
the contrary






                                     B-3
<PAGE>   112

herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and said Act for a statement of them.

                 The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries, among other things, to Incur
additional Indebtedness, create Liens, make certain dividend payments,
distributions, Investments and other Restricted Payments, enter into or permit
certain transactions with Affiliates and make Asset Sales.  The Indenture also
imposes limitations on the ability of the Company and its Restricted
Subsidiaries to consolidate or merge with or into any other Person or permit
any other Person to merge with or into the Company or a Restricted Subsidiary,
or sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of the Property of the Company or any Restricted Subsidiary
to any other Person and on the ability of the Company's Restricted Subsidiaries
to issue Capital Stock.  Such limitations are subject to a number of important
qualifications and exceptions.  The Company must annually report to the Trustee
on compliance with such limitations.

                 5.       Guarantees. Upon the occurrence of certain events,
this Note may be guaranteed by the Parent as provided for in, and pursuant to
the terms of, the Indenture.

                 6.       Redemption.

                 (a)      Optional Redemption.The Notes will be redeemable, at
the option of the Company, in whole and not in part, at any time, on not less
than 30 nor more than 60 days' prior written notice to each holder of Notes to
be redeemed, at a redemption price equal to the sum of (i) the then outstanding
principal amount thereof plus (ii) accrued and unpaid interest, if any, to the
redemption date plus (iii) the Applicable Make-Whole.  The following
definitions are used to determine the Applicable Make-Whole:

                 "Applicable Make-Whole" with respect to the Notes shall be
calculated with respect to the date of redemption to maturity and shall equal
the greater of (i) 1.0% of the then outstanding principal amount of such Notes
and (ii) the excess of (A) the present value of the required interest payments
and principal payments to maturity due on such Notes, computed, on a
semi-annual basis, using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the then outstanding principal amount of such Notes.

                 "Average Life" means, as of the date of determination, with
respect to any debt security, the quotient obtained by dividing (i) the sum of
the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment (assuming the exercise by
the obligor of such debt security of all unconditional (other than as to the
giving of notice) extension options of each such scheduled payment date) of
such debt security multiplied by the amount of such principal payment by (ii)
the sum of all such principal payments.

                 "Treasury Rate," for purposes of the Indenture, is defined as
the yield to





                                     B-4
<PAGE>   113

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

                 (b)      Optional Redemption Upon a Change of Control.  Within
90 days of the consummation of any Change of Control Offer pursuant to which
the Company has repurchased at least 90% of the Notes outstanding immediately
prior to such Change of Control Offer, the Company may, at its option, redeem
all of the remaining Notes at a redemption price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, thereon to the date
of redemption.

                 7.       Notice of Redemption.  Notice of redemption under
paragraphs 6(a), 6(b) and 6(c) of this Note will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at such Holder's registered address.  Notes in denominations larger
than $1,000 may be redeemed in part.

                 Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with
the Paying Agent for redemption on such Redemption Date, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, the Notes called for redemption will cease to bear interest from and
after such Redemption Date and the only right of the Holders of such Notes will
be to receive payment of the Redemption Price plus accrued interest, if any.

                 In the event that less than all of the Notes are to be
redeemed at any time, selection of such Notes for redemption will be made by
the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate; provided,
however, that no Notes of a principal amount of $1,000 or less shall be
redeemed in part.  Notice of redemption shall be mailed by first-class mail at
least 30 but not more than 60 days before the redemption date to each Holder of
Notes to be redeemed at its registered address.  If any Note is to be redeemed
in part only, the notice of redemption that relates to such Note shall state
the portion of the principal amount thereof to be redeemed.  A new Note in a
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Note.  On and
after the redemption date, interest will cease to accrue on Notes


                                     B-5


<PAGE>   114

or portions thereof called for redemption as long as the Company has deposited
with the paying agent for the Notes funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

                 8.       Offers to Purchase.  Sections 4.15 and 4.16 of the
Indenture provide that, after certain Asset Sales (as defined in the Indenture)
and upon the occurrence of a Change of Control (as defined in the Indenture),
and subject to further limitations contained therein, the Company will make an
offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

                 9.       Denominations; Transfer; Exchange.  The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000.  A Holder shall register the transfer of or exchange Notes
in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture.  The Registrar need not
register the transfer of or exchange of any Notes (i) during a period beginning
at the opening of business 15 days before the mailing of a notice of redemption
of Notes and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article 3 of the
Indenture, except the unredeemed portion of any Note being redeemed in part.

                 10.      Persons Deemed Owners.  The registered Holder of a
Note shall be treated as the owner of it for all purposes.

                 11.      Unclaimed Money.  If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company.  After that, all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

                 12.      Discharge Prior to Redemption or Maturity.  If the
Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

                 13.      Amendment; Supplement; Waiver.  Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding.  Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity,





                                     B-6
<PAGE>   115

defect or inconsistency, provide for uncertificated Notes in addition to or in
place of certificated Notes, or comply with Article Five of the Indenture or
make any other change that does not adversely affect in any material respect
the rights of any Holder of a Note.

                 14.      Successors.  When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes and
the Indenture, the predecessor will be released from those obligations.

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

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

                 17.      No Recourse Against Others.  No stockholder,
director, officer, employee or incorporator, as such, of the Company shall have
any liability for any obligation of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation.  Each Holder of a Note 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.

                 18.      Authentication.  This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                 19.      Governing Law.  The laws of the State of New York
shall govern this Note and the Indenture, without regard to principles of
conflicts of laws.

                 20.      Abbreviations and Defined Terms.  Customary
abbreviations may be used in the name of a Holder of a Note 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).





                                     B-7
<PAGE>   116

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

                 22.      Indenture.  Each Holder, by accepting a Note, agrees
to be bound by all of the terms and provisions of the Indenture, as the same
may be amended from time to time.

                 The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture, which has the text of this
Note in larger type.  Requests may be made to:  Anchor Glass Container
Corporation, One Anchor Plaza, 4343 Anchor Parkway, Tampa, Florida 33634, Attn:
Chief Financial Officer.





                                     B-8
<PAGE>   117

                                ASSIGNMENT FORM

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

I or we assign and transfer this Note to:


                (Print or type name, address and zip code and
                social security or tax ID number of assignee)

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

 Dated: ______________________________            Signed: _____________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)



Signature Guarantee: ____________________________





                                     B-9
<PAGE>   118

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                 If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

                               Section 4.15 []

                               Section 4.16 []

                 If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state
the amount you elect to have purchased:

 $_______________________________
 Dated: _______________________________           ______________________________
                                                  NOTICE:  The signature on
                                                  this assignment must
                                                  correspond with the name
                                                  as it appears upon the face
                                                  of the within Note in every
                                                  particular without alteration
                                                  or enlargement or any change
                                                  whatsoever.


Signature Guarantee: ____________________________________





                                    B-10
<PAGE>   119

                                                                       Exhibit C

                           Form of Certificate to Be
                          Delivered in Connection with
            Transfers to Non-QIB Institutional Accredited Investors

                                                                __________, ____

Anchor Glass Container Corporation
c/o The Bank of New York
101 Barclay Street, 21st Floor
New York, NY  10286
Attention:       Corporate Trust Trustee Administration


Re:      Anchor Glass Container Corporation  9 7/8% Senior Notes due 2008

Ladies and Gentlemen:

                 In connection with our proposed purchase of $__________
aggregate principal amount of 9 7/8% Senior Notes due 2008 (the "Notes") of
Anchor Glass Container Corporation  (the "Company"), we confirm that:

                 1.       We have received a copy of the Offering Memorandum
(the "Offering Memorandum"), dated March 11, 1998 relating to the Notes and
such other information as we deem necessary in order to make our investment
decision.  We acknowledge that we have read and agreed to the matters stated on
pages (i)-(iii) of the Offering Memorandum and in the section entitled
"Transfer Restrictions" of the Offering Memorandum, including the restrictions
on duplication and circulation of the Offering Memorandum.

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

                 3.       We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes 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 or otherwise transfer any Notes
prior to the date which is three years after the original issuance of the
Notes, we will do so only (i) to the Company or any of its subsidiaries, (ii)
inside the United States in accordance with Rule 144A under the Securities Act
to a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act), (iii) inside the United States to an




                                   C-1
<PAGE>   120

institutional if accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee (as defined in the Indenture relating to the Notes), a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes, (iv) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (v) pursuant
to the exemption from registration provided by Rule 144 under the Securities
Act (if available), or (vi) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any person
purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.

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

                 5.        We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) 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 their investment, as the case may be.

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

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

                                       Very truly yours,

                                       By:________________________________
                                             Name:
                                             Title:



                                     C-2

<PAGE>   121

                                                                       Exhibit D

                           Form of Certificate to Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S

                                                              ____________, ____

Anchor Glass Container Corporation
c/o The Bank of New York
101 Barclay Street, 21st Floor
New York, NY  10286
Attention:       Corporate Trust Trustee Administration


Re:      Anchor Glass Container Corporation  (the "Company")
         9 7/8% Senior Notes due 2008 (the "Notes")

Ladies and Gentlemen:

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

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

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

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

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

         (5)   we have advised the transferee of the transfer restrictions
applicable to the Notes.





                                     D-1
<PAGE>   122


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

                                     Very truly yours,

                                     [Name of Transferor]

                                     By:____________________________
                                           Authorized Signature





                                     D-2