<PAGE>

--------------------------------------------------------------------------------
                                                                     Exhibit 4.2

                       ANCHOR GLASS CONTAINER CORPORATION,

                                    as Issuer

                          ANY GUARANTORS PARTY HERETO,

                                  as Guarantors

                        11% Senior Secured Notes due 2013

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

                                    INDENTURE

                          Dated as of February 7, 2003

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

                              The Bank of New York,
                                   as Trustee

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                        Indenture Section
---------------------------                                                        -----------------
<S>                                                                                <C>
310(a)(1)......................................................................    7.10
   (a)(2)......................................................................    7.10
   (a)(3)......................................................................    N.A.
   (a)(4)......................................................................    N.A.
   (a)(5)......................................................................    7.10
   (b).........................................................................    7.3, 7.8, 7.10
   (c).........................................................................    N.A.
311(a).........................................................................    7.11
   (b).........................................................................    7.11
   (c).........................................................................    N.A.
312(a).........................................................................    2.5
   (b).........................................................................    15.3
   (c).........................................................................    15.3
313(a).........................................................................    7.6
   (b)(1)......................................................................    N.A.
   (b)(2)......................................................................    7.6
   (c).........................................................................    7.6, 15.2
313(d) ........................................................................    7.6
314(a).........................................................................    4.3, 4.4
   (b).........................................................................    N.A.
   (c)(1)......................................................................    15.4
   (c)(2)......................................................................    15.4
   (c)(3)......................................................................    15.4
   (d).........................................................................    10.5(c), 10.6(a),
                                                                                   10.6(b), 12.2(b)
   (e).........................................................................    15.5
   (f).........................................................................    N.A.
315(a).........................................................................    7.1(b)
   (b).........................................................................    7.5, 15.2
   (c).........................................................................    7.1(a)
   (d).........................................................................    7.1(c)
   (e).........................................................................    6.11
316(a)(last sentence)..........................................................    2.9
   (a)(1)(A)...................................................................    6.5
   (a)(1)(B)...................................................................    6.4
   (a)(2)......................................................................    N.A.
   (b).........................................................................    6.7
   (c).........................................................................    N.A.
317(a)(1)......................................................................    6.8
</TABLE>

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

<PAGE>

<TABLE>
<S>                                                                                <C>
   (a)(2)......................................................................    6.9
   (b).........................................................................    2.4
318(a).........................................................................    15.1
   (b).........................................................................    N.A.
   (c).........................................................................    15.1
</TABLE>

N.A. means not applicable.

                                      -3-

<PAGE>

                                TABLE OF CONTENTS

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

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.       Definitions................................................................................     1
Section 1.2.       Other Definitions..........................................................................    27
Section 1.3.       Incorporation by Reference of Trust Indenture Act..........................................    28
Section 1.4.       Rules of Construction......................................................................    28
Section 1.5.       Acts of Holders............................................................................    29

                                                     ARTICLE II.

                                                      THE NOTES

Section 2.1.       Form and Dating............................................................................    29
Section 2.2.       Execution and Authentication...............................................................    30
Section 2.3.       Registrar and Paying Agent.................................................................    31
Section 2.4.       Paying Agents to Hold Money in Trust.......................................................    32
Section 2.5.       Holder Lists...............................................................................    32
Section 2.6.       Transfer and Exchange......................................................................    32
Section 2.7.       Replacement Notes..........................................................................    40
Section 2.8.       Outstanding Notes..........................................................................    41
Section 2.9.       Treasury Notes.............................................................................    41
Section 2.10.      Temporary Notes............................................................................    41
Section 2.11.      Cancellation...............................................................................    42
Section 2.12.      Defaulted Interest.........................................................................    42
Section 2.13.      Persons Deemed Owners......................................................................    42
Section 2.14.      CUSIP Numbers..............................................................................    42

                                                    ARTICLE III.

                                             REDEMPTION AND REPURCHASE

Section 3.1.       Notices to Trustee.........................................................................    43
Section 3.2.       Selection of Notes.........................................................................    43
Section 3.3.       Notice of Optional or Special Redemption...................................................    44
Section 3.4.       Effect of Notice of Redemption.............................................................    45
Section 3.5.       Deposit of Redemption Price................................................................    45
Section 3.6.       Notes Redeemed in Part.....................................................................    45
Section 3.7.       Optional Redemption........................................................................    45
Section 3.8.       Special Redemption.........................................................................    46
Section 3.9.       Repurchase upon Change of Control Offer....................................................    46
Section 3.10.      Repurchase upon Application of Net Cash Proceeds and Net Loss Proceeds.....................    48
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
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                                                     ARTICLE IV.

                                                      COVENANTS

Section 4.1.       Payment of Principal and Interest..........................................................    49
Section 4.2.       Maintenance of Office or Agency............................................................    50
Section 4.3.       Reports....................................................................................    50
Section 4.4.       Compliance Certificate.....................................................................    51
Section 4.5.       Taxes......................................................................................    52
Section 4.6.       Stay, Extension and Usury Laws.............................................................    52
Section 4.7.       Limitation on Restricted Payments..........................................................    52
Section 4.8.       Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                      Subsidiaries............................................................................    55
Section 4.9.       Limitation on Incurrence of Additional Indebtedness........................................    56
Section 4.10.      Limitation on Asset Sales..................................................................    57
Section 4.11.      Limitations on Transactions with Affiliates................................................    59
Section 4.12.      Limitation on Liens........................................................................    60
Section 4.13.      Continued Existence........................................................................    61
Section 4.14.      Insurance Matters..........................................................................    61
Section 4.15.      Offer to Repurchase upon Change of Control.................................................    61
Section 4.16.      Additional Subsidiary Guarantees...........................................................    62
Section 4.17.      Conduct of Business........................................................................    62
Section 4.18.      Payments for Consent.......................................................................    62
Section 4.19.      Events of Loss.............................................................................    62

                                                     ARTICLE V.

                                                     SUCCESSORS

Section 5.1.       Merger, Consolidation and Sale of Assets...................................................    64
Section 5.2.       Successor Corporation Substituted..........................................................    66

                                                     ARTICLE VI.

                                                DEFAULTS AND REMEDIES

Section 6.1.       Events of Default..........................................................................    67
Section 6.2.       Acceleration...............................................................................    68
Section 6.3.       Other Remedies.............................................................................    69
Section 6.4.       Waiver of Past Defaults....................................................................    69
Section 6.5.       Control by Majority........................................................................    70
Section 6.6.       Limitation on Suits........................................................................    70
Section 6.7.       Rights of Holders of Notes to Receive Payment..............................................    70
Section 6.8.       Collection Suit by Trustee.................................................................    70
Section 6.9.       Trustee May File Proofs of Claim...........................................................    71
Section 6.10.      Priorities.................................................................................    71
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
Section 6.11.      Undertaking for Costs......................................................................    72

                                                    ARTICLE VII.

                                                      TRUSTEE

Section 7.1.       Duties of Trustee..........................................................................    72
Section 7.2.       Rights of Trustee..........................................................................    73
Section 7.3.       Individual Rights of Trustee...............................................................    74
Section 7.4.       Trustee's Disclaimer.......................................................................    74
Section 7.5.       Notice of Defaults.........................................................................    75
Section 7.6.       Reports by Trustee to Holder of the Notes..................................................    75
Section 7.7.       Compensation, Reimbursement and Indemnity..................................................    75
Section 7.8.       Replacement of Trustee.....................................................................    76
Section 7.9.       Successor Trustee by Merger, Etc...........................................................    77
Section 7.10.      Eligibility; Disqualification..............................................................    77
Section 7.11.      Preferential Collection of Claims Against Company..........................................    77

                                                    ARTICLE VIII.

                                      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.       Option to Effect Legal Defeasance or Covenant Defeasance...................................    78
Section 8.2.       Legal Defeasance and Discharge.............................................................    78
Section 8.3.       Covenant Defeasance........................................................................    78
Section 8.4.       Conditions to Legal or Covenant Defeasance.................................................    79
Section 8.5.       Deposited Money and U.S. Government Securities to Be Held in Trust; Other
                      Miscellaneous Provisions................................................................    80
Section 8.6.       Repayment to the Company...................................................................    81
Section 8.7.       Reinstatement..............................................................................    81

                                                    ARTICLE IX.

                                          AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.       Without Consent of Holders of Notes........................................................    82
Section 9.2.       With Consent of Holders of Notes...........................................................    82
Section 9.3.       Compliance with Trust Indenture Act........................................................    84
Section 9.4.       Revocation and Effect of Consents..........................................................    84
Section 9.5.       Notation on or Exchange of Notes...........................................................    84
Section 9.6.       Trustee to Sign Amendment, Etc.............................................................    84
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
                                                     ARTICLE X.

                                          COLLATERAL AND SECURITY DOCUMENTS

Section 10.1.      Security Documents.........................................................................    85
Section 10.2.      Recording..................................................................................    85
Section 10.3.      Possession of the Collateral...............................................................    86
Section 10.4.      Suits to Protect the Collateral............................................................    86
Section 10.5.      Release of Collateral......................................................................    86
Section 10.6.      Specified Releases of Collateral...........................................................    87
Section 10.7.      Disposition of Collateral Without Release..................................................    90
Section 10.8.      Sufficiency of Release.....................................................................    90
Section 10.9.      Actions by the Trustee.....................................................................    90

                                                     ARTICLE XI

                                                     GUARANTEE

Section 11.1.      Unconditional Guarantee....................................................................    91
Section 11.2.      Severability...............................................................................    92
Section 11.3.      Limitation of Guarantor's Liability........................................................    92
Section 11.4.      Release of Guarantor.......................................................................    92
Section 11.5.      Contribution...............................................................................    92
Section 11.6.      Waiver of Subrogation......................................................................    93
Section 11.7.      Execution of Guarantee.....................................................................    93
Section 11.8.      Waiver of Stay, Extension or Usury Laws....................................................    94

                                                    ARTICLE XII.

                                                 COLLATERAL ACCOUNT

Section 12.1.      Collateral Account.........................................................................    94
Section 12.2.      Withdrawal of Net Loss Proceeds............................................................    94
Section 12.3.      Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer................................    95
Section 12.4.      Withdrawal of Trust Monies for Investment in Replacement Assets............................    96
Section 12.5.      Investment of Trust Monies.................................................................    97
Section 12.6.      Use of Trust Monies........................................................................    98
Section 12.7.      Disposition of Notes Retired...............................................................    98

                                                    ARTICLE XIII.

                                        COVENANTS SPECIFIC TO THE COLLATERAL

Section 13.1.      Permitted Liens on Collateral..............................................................    99
Section 13.2.      Obligations with Respect to Leases and Material Contracts..................................    99
Section 13.3.      Maintenance of Mortgaged Properties........................................................   100
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
Section 13.4.      Payment of Taxes, Assessments: Compliance with Law.........................................   100
Section 13.5.      Environmental Matters......................................................................   100
Section 13.6.      Event of Loss..............................................................................   101
Section 13.7.      Required Insurance Policies................................................................   102
Section 13.8.      Inspection.................................................................................   104

                                                    ARTICLE XIV.

                                             SATISFACTION AND DISCHARGE

Section 14.1.      Satisfaction and Discharge.................................................................   105
Section 14.2.      Application of Trust.......................................................................   105

                                                    ARTICLE XV.

                                                   MISCELLANEOUS

Section 15.1.      Trust Indenture Act Controls...............................................................   106
Section 15.2.      Notices....................................................................................   106
Section 15.3.      Communication by Holders of Notes with Other Holders of Notes..............................   107
Section 15.4.      Certificate and Opinion as to Conditions Precedent.........................................   107
Section 15.5.      Statements Required in Certificate or Opinion..............................................   107
Section 15.6.      Rules by Trustee and Agents................................................................   108
Section 15.7.      No Personal Liability of Directors, Officers, Employees and Stockholders...................   108
Section 15.8.      Governing Law; Submission to Jurisdiction; Waiver of Jury Trial............................   108
Section 15.9.      No Adverse Interpretation of Other Agreements..............................................   109
Section 15.10.     Successors.................................................................................   109
Section 15.11.     Severability...............................................................................   109
Section 15.12.     Counterpart Originals......................................................................   109
Section 15.13.     Table of Contents, Headings, Etc...........................................................   109
Section 15.14.     Qualification of Indenture.................................................................   109
</TABLE>

                                    EXHIBITS

<TABLE>
<S>               <C>
Exhibit A         Form of Series A Note

Exhibit B         Form of Series B Note

Exhibit C         Form of Guarantee

Exhibit D(1)      Form of Regulation S Certification

Exhibit D(2)      Form of Certificate to be Delivered upon Exchange or
                  Registration of Transfer of Notes
</TABLE>

                                      -v-

<PAGE>

<TABLE>
<S>               <C>
Exhibit E         Form of Certificate to be Delivered in Connection with
                  Transfers to Non-QIB Accredited Investors

Exhibit F         Form of Certificate to be Delivered in Connection with
                  Transfers Pursuant to Regulation S

Exhibit G         Form of Security Agreement

Exhibit H         Form of Mortgage
</TABLE>

                                    SCHEDULES

<TABLE>
<S>               <C>
Schedule 1        Mortgaged Property on the Issue Date
Schedule 2        UCC Filings Evidencing Leases not To Be Terminated
Schedule 3        Liens Existing on the Issue Date
</TABLE>

                                      -vi-

<PAGE>

                                    INDENTURE

                  INDENTURE dated as of February 7, 2003 among Anchor Glass
Container Corporation, a Delaware corporation (the "Company"), the Guarantors
(as defined herein), if any, and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Company's 11% Senior Secured Notes due 2013:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.               Definitions.

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

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                  "Additional Notes" means Notes, in addition to the
$300,000,000 aggregate principal amount of Series A Notes issued on the Issue
Date (or the Series B Notes issued in exchange for the Series A Notes issued on
the Issue Date) (together, the "Initial Notes"), issued pursuant to Article II
hereof and in compliance with Section 4.9 hereof, that are subject to the
provisions of this Indenture but may have interest and other economic terms
different from the Initial Notes.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing. A Person shall not be deemed an "Affiliate" of the
Company or any of its Restricted Subsidiaries solely as a result of such Person
being a joint venture partner of the Company or any of its Subsidiaries.

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

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted

<PAGE>

Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall
be merged with or into the Company or any Restricted Subsidiary of the Company,
or (2) the acquisition by the Company or any Restricted Subsidiary of the
Company of the assets of any Person (other than a Restricted Subsidiary of the
Company) which constitute all or substantially all of the assets of such Person
or comprise any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction but excluding any Lien granted in accordance with Section 4.12
hereof) to any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company of: (1) any Capital Stock of any Restricted Subsidiary
of the Company; or (2) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that asset sales or other dispositions shall not
include: (a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $1.0 million; (b) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted
under Article V hereof; (c) any Restricted Payment permitted by Section 4.7
hereof or that constitutes a Permitted Investment; (d) the sale or discount, in
each case without recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection
thereof; (e) disposals or replacements of obsolete or worn out equipment; (f)
the good faith surrender or waiver of contract rights or the settlement, release
or surrender of claims of any kind; and (g) the sale or other disposal of
property or assets pursuant to the exercise of remedies pursuant to the Credit
Agreement or the Security Documents.

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

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

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

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

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

                                      -2-

<PAGE>

                  "Capital Stock" means:

                  (1)      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 all
         options, warrants or other rights to purchase or acquire any of the
         foregoing; and

                  (2)      with respect to any Person that is not a corporation,
         any and all partnership, membership or other equity interests of such
         Person, and all options, warrants or other rights to purchase or
         acquire any of the foregoing.

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

                  "Cash Equivalents" means:

                  (1)      marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency thereof and backed by the full faith and credit of the
         United States, in each case maturing within one year from the date of
         acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
         the United States of America or any political subdivision of any such
         state or any public instrumentality thereof maturing within one year
         from the date of acquisition thereof and, at the time of acquisition,
         having one of the two highest ratings obtainable from either Standard &
         Poor's Ratings Group ("S&P"), or Moody's Investors Service, Inc.
         ("Moody's");

                  (3)      commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or at least P-1 from Moody's;

                  (4)      certificates of deposit or bankers' acceptances
         maturing within one year from the date of acquisition thereof issued by
         any bank organized under the laws of the United States of America or
         any state thereof or the District of Columbia or any U.S. branch of a
         foreign bank having at the date of acquisition thereof combined capital
         and surplus of not less than $250.0 million;

                  (5)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clause
         (1) above entered into with any bank meeting the qualifications
         specified in clause (4) above; and

                  (6)      investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above.

                                      -3-

<PAGE>

                  "Casualty" means, with respect to any Collateral, any loss of,
damage to or destruction of all or any part of such Collateral.

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1)      any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any Person or group
         of related Persons for purposes of Section 13(d) of the Exchange Act (a
         "Group"), together with any Affiliates thereof (whether or not
         otherwise in compliance with the provisions of this Indenture), other
         than to the Permitted Holder;

                  (2)      the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3)      any Person or Group (other than the Permitted Holders
         and any entity formed for the purpose of owning Capital Stock of the
         Company) shall become the owner, directly or indirectly, beneficially
         or of record, of shares representing more than 50% of the aggregate
         ordinary voting power represented by the issued and outstanding Capital
         Stock of the Company; or

                  (4)      the replacement of a majority of the Board of
         Directors of the Company over a two-year period from the directors who
         constituted the Board of Directors of the Company at the beginning of
         such period, and such replacement shall not have been approved by a
         vote of at least a majority of the Board of Directors of the Company
         then still in office who either were members of such Board of Directors
         at the beginning of such period or whose election as a member of such
         Board of Directors was previously so approved.

                  "Clearstream" means Clearstream Banking, Societe Anonyme,
Luxembourg.

                  "Collateral" means, collectively, all of the property and
assets that are from time to time subject to the Lien of the Security Documents,
including, without limitation, the Liens, if any, required to be granted
pursuant to Section 4.10, 4.12 or 4.19 hereof.

                  "Collateral Access Agreement" means the Collateral Access and
Intercreditor Agreement dated as of February 7, 2003, by and between the Trustee
and Congress Financial Corporation (Central) in its capacity as collateral agent
pursuant to the Loan and Security Agreement dated as of August 30, 2002, by and
among the Company, the financial institutions named therein as lenders and
Congress Financial Corporation (Central), as administrative agent and collateral
agent, Bank of America, N.A., as documentation agent, and General Electric
Capital Corporation, as lead book runner and syndication agent.

                  "Collateral Account" means the collateral account established
by the Trustee pursuant to Article XII hereof.

                                      -4-

<PAGE>

                  "Collateral Agent" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor serving hereunder.

                  "Commission" means the Securities and Exchange Commission.

                  "Commodity Agreement" means any commodity futures contract,
commodity option or other similar arrangement or agreement entered into by the
Company or any of its Restricted Subsidiaries designed to protect the Company or
its Restricted Subsidiaries against fluctuations in the price of commodities and
in the ordinary course of business of the Company and its Restricted
Subsidiaries.

                  "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 Anchor Glass Container Corporation, a Delaware
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such successor
Person.

                  "Condemnation" means any taking of the Collateral or any part
thereof, in or by condemnation, expropriation or similar proceeding, eminent
domain proceedings, seizure or forfeiture, pursuant to any law, general or
special, or by reason of the temporary requisition of the use or occupancy of
the Collateral, or any part thereof, by any Authority.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of:

                  (1)      Consolidated Net Income; and

                  (2)      to the extent Consolidated Net Income has been
         reduced thereby:

                           (a)      all income taxes of such Person and its
                  Restricted Subsidiaries paid or accrued in accordance with
                  GAAP for such period (other than income taxes attributable to
                  extraordinary or nonrecurring gains or losses or taxes
                  attributable to sales or dispositions outside the ordinary
                  course of business);

                           (b)      Consolidated Interest Expense; and

                           (c)      Consolidated Non-cash Charges less any
                  non-cash items increasing Consolidated Net Income for such
                  period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "Four Quarter

                                      -5-

<PAGE>

Period") ending prior to the date of the transaction giving rise to the need to
calculate the Consolidated Fixed Charge Coverage Ratio for which financial
statements are available (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:

                  (1)      the incurrence or repayment of any Indebtedness of
         such Person or any of its Restricted Subsidiaries, or the issuance or
         redemption or other repayment of any Preferred Stock by such Person or
         any of its Restricted Subsidiaries (and, in each case, the application
         of the proceeds thereof) giving rise to the need to make such
         calculation and any incurrence or repayment of other Indebtedness, or
         any issuance or redemption or other repayment of any Preferred Stock
         (and, in each case, the application of the proceeds thereof), other
         than the incurrence or repayment of Indebtedness in the ordinary course
         of business for working capital purposes pursuant to working capital
         facilities, occurring during the Four Quarter Period or at any time
         subsequent to the last day of the Four Quarter Period and on or prior
         to the Transaction Date, as if such incurrence or repayment, as the
         case may be (and the application of the proceeds thereof), occurred on
         the first day of the Four Quarter Period; and

                  (2)      any asset sales or other dispositions 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 Restricted Subsidiaries (including any Person who
         becomes a Restricted Subsidiary as a result of the Asset Acquisition)
         incurring, assuming or otherwise being liable for Acquired Indebtedness
         and also including any Consolidated EBITDA (including any pro forma
         expense and cost reductions calculated on a basis consistent with
         Regulation S-X under the Exchange Act) attributable to the assets which
         are the subject of the Asset Acquisition or asset sale or other
         disposition during the Four Quarter Period) occurring during the Four
         Quarter Period or at any time subsequent to the last day of the Four
         Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or other disposition or Asset Acquisition (including the
         incurrence, assumption or liability for any such Acquired Indebtedness)
         occurred on the first day of the Four Quarter Period.

                  If such Person or any of its Restricted Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness.

                  Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio":

                  (1)      interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on such Indebtedness in
         effect on the Transaction Date; and

                                      -6-

<PAGE>

                  (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.

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

                  (1)      Consolidated Interest Expense; plus

                  (2)      the product of (x) the amount of all dividend
         payments on any series of Preferred Stock of such Person or any of its
         Restricted Subsidiaries (other than dividends paid in Qualified Capital
         Stock) paid in cash during such period to any Person other than such
         Person or any of its Restricted Subsidiaries 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 income tax
         rate of such Person, expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1)      the aggregate of the interest expense of such Person
         and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including without
         limitation: (a) any amortization of debt discount and amortization or
         write-off of deferred financing costs; (b) the net costs under Interest
         Swap Obligations; (c) all capitalized interest; (d) the interest
         portion of any deferred payment obligation; and (e) the interest
         component of the Company's obligation to the Pension Benefit Guaranty
         Corporation; and

                  (2)      the interest component of Capitalized Lease
         Obligations paid, accrued and/or scheduled to be paid or accrued by
         such Person and its Restricted Subsidiaries during such period as
         determined on a consolidated basis in accordance with GAAP;

provided that there shall be excluded therefrom any non-cash amortization or
write-off of fees and expenses incurred in connection with the offering of the
Notes.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom without
duplication:

                  (1)      after-tax gains and losses from Asset Sales (without
         regard to the $1.0 million limitation set forth in the definition
         thereof) or abandonments or reserves relating thereto;

                  (2)      after-tax items classified as extraordinary or
         nonrecurring gains;

                  (3)      the net income or loss of any Person acquired in a
         "pooling of interests" transaction accrued prior to the date it becomes
         a Restricted Subsidiary of the referent Person or is

                                      -7-

<PAGE>

         merged or consolidated with the referent Person or any Restricted
         Subsidiary of the referent Person;

                  (4)      for purposes of Section 4.7 hereof only, the net
         income (but not loss) of any Restricted Subsidiary of the referent
         Person to the extent that the declaration of dividends or similar
         distributions by that Restricted Subsidiary of that income is
         restricted by a contract, operation of law or otherwise;

                  (5)      the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash
         dividends or distributions paid to the referent Person or to a Wholly
         Owned Restricted Subsidiary of the referent Person by such Person;

                  (6)      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;

                  (7)      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

                  (8)      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 earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

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

                  "Contaminant" means any pollutant, contaminant (as those terms
are defined in 42 U.S.C. Section 9601(33)), toxic pollutant (as that term is
defined in 33 U.S.C. Section 1362(13)), hazardous substance (as that term is
defined in 42 U.S.C. Section 9601(14)), hazardous chemical (as that term is
defined in 29 CFR Section 1901.1200(c)), hazardous waste (as that term is
defined in 42 U.S.C. Section 6903(5)) (or any state or local equivalent of such
laws and regulations, including, without limitation, radioactive material,
polychlorinated biphenyls, asbestos, petroleum), including crude oil or any
petroleum-derived substance, waste, or breakdown or decomposition product
thereof.

                  "Corporate Trust Office of the Trustee" means the principal
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereto is located at 101 Barclay Street,
Floor 21 West, New York, New York 10286, Attention: Corporate Trust Trustee
Department, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).

                                      -8-

<PAGE>

                  "Credit Agreement" means, collectively, the Loan and Security
Agreement dated as of August 30, 2002, by and among the Company, the financial
institutions named therein as lenders and Congress Financial Corporation
(Central), as administrative and collateral agent, Bank of America, N.A., as
documentation agent, and General Electric Capital Corporation, as lead book
runner and syndication agent, together with the related documents thereto
(including, without limitation, the Collateral Access Agreement and any
guarantee agreements and security documents), in each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

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

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6(g) hereof
as the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control or to the extent such Capital Stock is only so redeemable or
exchangeable into Qualified Capital Stock) on or prior to the final maturity
date of the Notes; provided that any Capital Stock that would not constitute
Disqualified Capital Stock but for provisions thereof giving holders thereof the
right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an asset sale or change of control occurring prior to the stated
maturity of the Notes shall not constitute Disqualified Capital Stock if the
asset sale or change of control provisions applicable to such Capital Stock (i)
are no more favorable to the holders of such Capital Stock than the provisions
contained in Sections 4.10 and 4.15 hereof and such Capital Stock specifically
provides that such Person 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 such covenants and (ii) provide that the
Company may not repurchase or redeem any such Capital Stock unless such
repurchase or redemption complies with Section 4.7 hereof.

                  "Environmental Laws" means all Legal Requirements imposing
liability or standards of conduct for or relating to the protections of the
environment, including, without limitation, (i) any actual or potential Release
of any Contaminant into the environment; (ii) the required notification of same;
(iii) preventive or remedial measures in connection with any event or occurrence
referred to in clause (i) of this definition above; and (iv) the manufacturing,
processing, use, handling, packaging, labeling, sale, storage, recycling,
disposal, destruction, incineration, or transportation of any Contaminant.

                                      -9-

<PAGE>

                  "Environmental Report" has the meaning set forth in Section
13.7(c) hereof.

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.

                  "Event of Loss" means, with respect to any Collateral, any (1)
Casualty with respect to such Collateral, (2) Condemnation of such Collateral or
(3) settlement in lieu of clause (2) above.

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

                  "Exchange Offer" means the offer that shall be made by the
Company pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall (1) be determined by the Board of Directors
of the Company acting reasonably and in good faith, (2) in the case of
determinations of fair market value of assets that are the subject of an Asset
Sale or determinations under clause (iii)(v) of Section 4.7 hereof, in each case
involving consideration or non-cash proceeds in excess of $5.0 million, be
evidenced by a Board Resolution of the Board of Directors of the Company
delivered to the Trustee and (3) solely in the case of determinations under
clause (iii)(v) of Section 4.7 hereof involving non-cash proceeds in excess of
$50.0 million, be evidenced by an appraisal from an Independent Financial
Advisor delivered to the Trustee.

                  "Final Memorandum" means the Company's final offering
memorandum dated January 31, 2003, whereby the Company offered $300,000,000
Series A Notes.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary of the Company of which substantially all its assets are located, and
substantially all its operations are conducted, outside the United States.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date; provided that all reports and other financial information provided
by the Company to the Holders or the Trustee shall be prepared in accordance
with GAAP as in effect on the date applicable to such financial information or
otherwise on the date of such report or other financial information.

                  "Guarantor" means each of the Company's Restricted
Subsidiaries that in the future executes a supplemental indenture in which such
Restricted Subsidiary agrees to be bound by the terms of this Indenture as a
Guarantor; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its obligations hereunder as a
Guarantor are released in accordance with the terms of this Indenture.

                                      -10-

<PAGE>

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

                  "Improvements" has the meaning specified for such term in each
Mortgage.

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1)      all Obligations of such Person for borrowed money;

                  (2)      all Obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3)      all Capitalized Lease Obligations of such Person;

                  (4)      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 any such Obligations that constitute trade accounts
         payable and other accrued liabilities arising in the ordinary course of
         business that are not overdue by 90 days or more or are being contested
         in good faith);

                  (5)      all Obligations for the reimbursement of any obligor
         on any letter of credit, banker's acceptance or similar credit
         transaction;

                  (6)      guarantees and other contingent obligations in
         respect of Indebtedness of other Persons of the type referred to in
         clauses (1) through (5) above and clause (8) below but, in the case of
         a guarantee, only to the extent so guaranteed;

                  (7)      all Obligations of any other Person of the type
         referred to in clauses (1) through (6) which are secured by any lien on
         any property or asset of such Person, the amount of such Obligation
         being deemed to be the lesser of the fair market value of such property
         or asset and the amount of the Obligation so secured;

                  (8)      all Obligations under commodity agreements and
         interest swap agreements of such Person; and

                  (9)      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 this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock.

                                      -11-

<PAGE>

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation;
provided that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the original issue price of such Indebtedness.

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

                  "Independent Financial Advisor" means a firm which, in the
judgment of the Board of Directors of the Company, is independent and qualified
to perform the task for which it is to be engaged.

                  "Initial Purchasers" means Deutsche Bank Securities Inc., Banc
of America Securities LLC and Credit Suisse First Boston LLC.

                  "Intercreditor Agreements" means (i) any agreement entered
into by the Trustee to acknowledge the rights of the holder of any Permitted
Lien contemplated by clause (6) of the definition of "Permitted Liens" and
securing Indebtedness designated as "Priming Indebtedness" in accordance
therewith, and to govern the relationship with respect to the applicable
Collateral between the Trustee acting for the benefit of the Holders of the
Notes and the holder of such Permitted Lien or Liens, and (ii) any other
customary intercreditor agreement between the Trustee and any other secured
creditor of the Company.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of the Company or such
Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of any
direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, the Company no longer owns, directly or
indirectly, greater than 50% of the outstanding Common Stock of such Restricted
Subsidiary, the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of the Common
Stock of such Restricted Subsidiary not sold or disposed of or, if less, the
value of the Investment when made by the Company and its Restricted Subsidiaries
in the portion of such Restricted Subsidiary represented by such Common Stock.

                                      -12-

<PAGE>

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

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

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

                  "Mortgage" means an agreement, including, but not limited to,
a mortgage, deed of trust or deed to secure debt creating and evidencing a Lien
on a Mortgaged Property, which shall be in substantially in the form of Exhibit
H, with such schedules and including such provisions as shall be necessary to
conform such document to applicable law or as shall be customary under
applicable law.

                  "Mortgaged Property" means (1) the Real Property set forth in
Schedule 1 hereto and (2) the additional Real Property, if any, which shall be
subject to a Mortgage delivered after the Issue Date pursuant to Section 4.10
hereof.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
         to such Asset Sale (including, without limitation, legal, accounting
         and investment banking fees and sales commissions);

                  (2)      taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements;

                  (3)      in the case of an Asset Sale of Collateral, repayment
         of Indebtedness that is secured by, or directly related to, the
         property or assets that are the subject of such Asset Sale, and, in the
         case of any other Asset Sale, repayment of Indebtedness that is
         required to be repaid in connection therewith; and

                  (4)      appropriate amounts to be provided by the Company or
         any Restricted Subsidiary, as the case may be, as a reserve, in
         accordance with GAAP, against any liabilities associated with such
         Asset Sale and retained by the Company or any Restricted Subsidiary, as
         the case may be, after such Asset Sale, including, without limitation,
         pension and other post-employment benefit liabilities, liabilities
         related to environmental matters and liabilities under any
         indemnification obligations associated with such Asset Sale.

                  "Net Loss Proceeds" means, with respect to any Event of Loss,
the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance
proceeds from condemnation awards or dam-

                                      -13-

<PAGE>

ages awarded by any judgment, in each case received by the Company or any of its
Restricted Subsidiaries from such Event of Loss net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
         to such Event of Loss (including, without limitation, legal, accounting
         and appraisal and insurance adjuster fees);

                  (2)      taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements; and

                  (3)      any repayment of Indebtedness that is secured by, or
         directly related to, the property or assets that are the subject of
         such Event of Loss.

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

                  "Notes" means the Series A Notes and the Series B Notes, if
any, that are issued under this Indenture, as amended or supplemented from time
to time.

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

                  "Officer" means (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Controller, the Secretary or any Vice-President of such Person
and (b) with respect to any other Person, the individuals selected by such
Person to perform functions similar to those of the officers listed in clause
(a).

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the principal
accounting officer of the Company, that meets the requirements of Sections 15.4
and 15.5 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Sections 15.4 and 15.5 hereof. The counsel may be an
employee of or counsel to the Company or any Subsidiary of the Company.

                  "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

                                      -14-

<PAGE>

         to be redeemed, notice of such redemption has been duly given pursuant
         to this Indenture or provision therefor pursuant to Section 14.1 hereof
         or otherwise satisfactory to the Trustee has been made;

         (iii)    Notes which have been paid pursuant to Section 2.6 hereof 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
         which hands such Notes are valid obligations of the Company; and

         (iv)     Notes which have been defeased pursuant to Article VIII
         hereof;

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 Responsible 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.

                  "Perfection Certificate" means any Perfection Certificate
delivered in accordance with the Security Agreement.

                  "Permits" means all licenses, permits, variances and
certificates issued by any Authority concerning the ownership, operation,
improvement, use or occupancy of any Mortgaged Property (including, without
limitation, business licenses, state health department licenses and licenses to
conduct business).

                  "Permitted Holder" means Cerberus Capital Management, L.P. or
any affiliate thereof or any fund or account managed by Cerberus Capital
Management, L.P. or any affiliate thereof.

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

                  (1)      Indebtedness under the Notes issued in the offering,
         in an aggregate principal amount not to exceed $300.0 million, this
         Indenture and the Guarantees;

                  (2)      Indebtedness incurred pursuant to the Credit
         Agreement (including other credit facilities) in an aggregate principal
         amount at any time outstanding not to exceed the greater of (a) $100.0
         million and (b) the sum of 60% of inventory and 85% of receivables, in
         each case as shown on the most recent consolidated balance sheet of the
         Company;

                                      -15-

<PAGE>

                  (3)      other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date reduced by the amount of any
         scheduled amortization payments or mandatory prepayments when actually
         paid or permanent reductions thereon;

                  (4)      Interest Swap Obligations of the Company or any
         Restricted Subsidiary of the Company covering Indebtedness of the
         Company or any of its Restricted Subsidiaries; provided, however, that
         such Interest Swap Obligations are entered into to protect the Company
         and its Restricted Subsidiaries from fluctuations in interest rates on
         its outstanding Indebtedness to the extent the notional principal
         amount of such Interest Swap Obligation does not, at the time of the
         incurrence thereof, exceed the principal amount of the Indebtedness to
         which such Interest Swap Obligation relates;

                  (5)      Indebtedness under Commodity Agreements;

                  (6)      Indebtedness of a Restricted Subsidiary of the
         Company to the Company or to a Restricted Subsidiary of the Company for
         so long as such Indebtedness is held by the Company or a Restricted
         Subsidiary of the Company or the holder of a Lien permitted under this
         Indenture, in each case subject to no Lien held by a Person other than
         the Company or a Restricted Subsidiary of the Company or the holder of
         a Lien permitted under this Indenture; provided that if as of any date
         any Person other than the Company or a Restricted Subsidiary of the
         Company or the holder of a Lien permitted under this Indenture owns or
         holds any such Indebtedness or holds a Lien in respect of such
         Indebtedness, such date shall be deemed the incurrence of Indebtedness
         not constituting Permitted Indebtedness under this clause (6) by the
         issuer of such Indebtedness;

                  (7)      Indebtedness of the Company to a Restricted
         Subsidiary of the Company for so long as such Indebtedness is held by a
         Restricted Subsidiary of the Company or the holder of a Lien permitted
         under this Indenture, in each case subject to no Lien other than a Lien
         permitted under this Indenture; provided that (a) any Indebtedness of
         the Company to any Restricted Subsidiary of the Company that is not a
         Guarantor is unsecured and subordinated, pursuant to a written
         agreement, to the Company's obligations under this Indenture and the
         Notes and (b) if as of any date any Person other than a Restricted
         Subsidiary of the Company or the holder of a Lien permitted under this
         Indenture owns or holds any such Indebtedness or any Person holds a
         Lien in respect of such Indebtedness, such date shall be deemed the
         incurrence of Indebtedness not constituting Permitted Indebtedness
         under this clause (7) by the Company;

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

                  (9)      Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of performance bonds, bankers' acceptances,
         workers' compensation claims, surety or appeal bonds, payment
         obligations in connection with self-insurance or similar obligations,
         and bank overdrafts (and letters of credit in respect thereof) in the
         ordinary course of business;

                                      -16-

<PAGE>

                  (10)     Indebtedness represented by Capitalized Lease
         Obligations and Purchase Money Indebtedness of the Company and its
         Restricted Subsidiaries incurred in the ordinary course of business not
         to exceed, at any one time outstanding, the greater of $50.0 million
         and 5% of Tangible Assets;

                  (11)     Refinancing Indebtedness;

                  (12)     Indebtedness represented by guarantees by the Company
         or its Restricted Subsidiaries of Indebtedness otherwise permitted to
         be incurred under this Indenture;

                  (13)     Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees, indemnities or obligations in
         respect of purchase price adjustments in connection with the
         acquisition or disposition of assets;

                  (14)     Indebtedness of the Company to the extent the net
         proceeds thereof are promptly used to redeem the Notes in full or
         deposited to defease or discharge the Notes, in each case in accordance
         with this Indenture; and

                  (15)     additional Indebtedness of the Company and its
         Restricted Subsidiaries in an aggregate principal amount not to exceed
         $20.0 million at any one time outstanding (which amount may, but need
         not, be incurred in whole or in part under the Credit Agreement).

                  For purposes of determining compliance with Section 4.9
hereof, in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in clauses (1)
through (15) above or is entitled to be incurred pursuant to paragraph (a) of
Section 4.9, the Company shall, in its sole discretion, classify (or later
reclassify) such item of Indebtedness in any manner that complies with Section
4.9. Accrual of interest, accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Capital Stock in the form of additional shares of the same class of Disqualified
Capital Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Capital Stock for purposes of Section 4.9.

                  "Permitted Investments" means:

                  (1)      Investments by the Company or any Restricted
         Subsidiary of the Company in any Person that is or will become
         immediately after such Investment a Restricted Subsidiary of the
         Company or that will merge or consolidate into the Company or a
         Restricted Subsidiary of the Company;

                  (2)      Investments in the Company by any Restricted
         Subsidiary of the Company; provided that any Indebtedness evidencing
         such Investment and held by a Restricted Subsidiary that is not a
         Guarantor is unsecured and subordinated, pursuant to a written
         agreement, to the Company's obligations under the Notes and this
         Indenture;

                  (3)      investments in cash and Cash Equivalents;

                                      -17-

<PAGE>

                  (4)      loans and advances to employees, directors and
         officers of the Company and its Restricted Subsidiaries in the ordinary
         course of business for bona fide business purposes not to exceed $2.0
         million at any one time outstanding;

                  (5)      Commodity Agreements and Interest Swap Obligations
         entered into in the ordinary course of the Company's or its Restricted
         Subsidiaries' businesses and otherwise in compliance with this
         Indenture;

                  (6)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers or in good faith settlement of delinquent obligations of
         such trade creditors or customers;

                  (7)      Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10 hereof;

                  (8)      Investments represented by guarantees that are
         otherwise permitted under this Indenture;

                  (9)      Investments the payment for which is Qualified
         Capital Stock of the Company;

                  (10)     advances to suppliers and customers in the ordinary
         course of business;

                  (11)     Investments existing on the Issue Date; and

                  (12)     additional Investments not to exceed $30.0 million at
         any one time outstanding.

                  "Permitted Liens" means the following types of Liens:

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

                  (2)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (3)      Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, including
         any Lien securing letters of credit issued in the ordinary course of
         business consistent with past practice in connection therewith, or to
         secure the performance of tenders, statutory obligations, surety and
         appeal bonds, bids, leases, government contracts, performance and
         re-

                                      -18-

<PAGE>

         turn-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (4)      judgment Liens not giving rise to an Event of Default
         so long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

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

                  (6)      (A) any interest or title of a lessor under any
         Capitalized Lease Obligation or operating lease; provided that such
         Liens do not extend to any property or assets which is not leased
         property subject to such Capitalized Lease Obligation or operating
         lease; and (B) Liens securing Purchase Money Indebtedness incurred or
         in the ordinary course of business; provided, however, that (i) such
         Purchase Money Indebtedness shall not exceed the purchase price or
         other cost of or investment in the property subject thereto and shall
         not be secured by any property of the Company or any Restricted
         Subsidiary of the Company other than the property subject thereto and
         (ii) the Lien securing such Purchase Money Indebtedness shall be
         created prior to or within 180 days after the later of the acquisition,
         completion of construction or improvement or commencement of full
         operation of such property; provided, however, that up to $35.0 million
         in the aggregate outstanding at any one time of Capitalized Lease
         Obligations or Purchase Money Indebtedness which is designated in
         writing by the Company as "Priming Indebtedness" may be secured by a
         Lien on some or all of the Collateral which Lien shall rank ahead of,
         and be senior to, the Liens on the Collateral in favor of the Trustee
         for the benefit of the Holders of the Notes;

                  (7)      Liens (not on Collateral) securing Indebtedness under
         the Credit Agreement or other Indebtedness not incurred in violation of
         this Indenture;

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

                  (9)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

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

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

                                      -19-

<PAGE>

                  (12)     Liens securing Indebtedness under Commodity
         Agreements;

                  (13)     Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.9 hereof; provided that:

                           (a)      such Liens secured such Acquired
                  Indebtedness at the time of and prior to the incurrence of
                  such Acquired Indebtedness by the Company or a Restricted
                  Subsidiary of the Company and were not granted in connection
                  with, or in anticipation of, the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company; and

                           (b)      such Liens do not extend to or cover any
                  property or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders than those securing the Acquired Indebtedness
                  prior to the incurrence of such Acquired Indebtedness by the
                  Company or a Restricted Subsidiary of the Company.

                  (14)     leases, subleases, licenses and sublicenses granted
         to others that do not materially interfere with the ordinary course of
         business of the Company and its Restricted Subsidiaries;

                  (15)     banker's Liens, rights of setoff and similar Liens
         with respect to cash and Cash Equivalents on deposit in one or more
         bank accounts in the ordinary course of business;

                  (16)     Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (17)     Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payments of customs duties in
         connection with the importation of goods;

                  (18)     Liens existing on the Issue Date;

                  (19)     Liens securing obligations with respect to operating
         leases and guarantees thereof, provided that such Liens do not extend
         to or cover any property of the Company or any of its Restricted
         Subsidiaries other than the property subject to such leases, any
         property or rights (including rights under subleases) relating to such
         leased property and the equity interests of the lessee in any such
         lease;

                  (20)     Liens created under the Security Documents;

                  (21)     Liens securing Refinancing Indebtedness incurred to
         Refinance any Indebtedness that was previously so secured in a manner
         no more adverse to the Holders of the Notes than the terms of the Liens
         securing such Refinanced Indebtedness, provided that the Indebtedness
         secured is not increased other than as contemplated by the definition
         of "Refinancing In-

                                      -20-

<PAGE>

         debtedness" and the Lien is not extended to any additional assets or
         property that would not have been security for the Indebtedness
         Refinanced;

                  (22)     deposits made in the ordinary course of business to
         secure liability to insurance carriers;

                  (23)     rights of a licensor of intellectual property; and

                  (24)     Liens arising out of conditional sale, title
         retention, consignment or similar arrangements for the sale of goods
         entered into by the Company or any of its Restricted Subsidiaries in
         the ordinary course of business.

                  Notwithstanding the foregoing, with respect to Collateral,
"Permitted Lien" shall not include the Liens described in clauses (3), (10)
through (12), (17), and (21) through (24). With respect to Collateral,
"Permitted Lien" shall be subject to the provisions of Section 13.1 hereof.

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

                  "PORTAL Market" means the Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.

                  "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.

                  "Priming Indebtedness" means Indebtedness designated as such
in accordance with clause (6) of the definition of "Permitted Liens."

                  "Public Equity Offering" means an underwritten public offering
of Qualified Capital Stock of the Company pursuant to a registration statement
filed with the Commission in accordance with the Securities Act.

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or
the cost of design, development, installation, construction or improvement, of
property or equipment.

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided herein.

                                      -21-

<PAGE>

                  "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Real Property" means any interest in any real property or any
portion thereof whether owned in fee or leased or otherwise.

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

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided herein.

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

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.9 hereof (other than pursuant to clause (2), (4), (5),
(6), (7), (8), (9), (10), (12), (13), (14) or (15) of the definition of
"Permitted Indebtedness"), in each case that does not:

                  (1)      result in an increase in the aggregate principal
         amount of Indebtedness of such Person as of the date of such proposed
         Refinancing (plus accrued interest thereon and plus the amount of any
         premium required to be paid under the terms of the instrument governing
         such Indebtedness and plus the amount of fees, expenses and other
         amounts payable by the Company in connection with such Refinancing); or

                  (2)      create Indebtedness with: (a) a Weighted Average Life
         to Maturity that is less than the Weighted Average Life to Maturity of
         the Indebtedness being Refinanced; or (b) a final maturity earlier than
         the final maturity of the Indebtedness being Refinanced;

provided that (x) if such Indebtedness being Refinanced is Indebtedness of the
Company (and is not otherwise guaranteed by a Restricted Subsidiary of the
Company), then such Refinancing Indebtedness shall be Indebtedness solely of the
Company and (y) if such Indebtedness being Refinanced is subordinate or junior
to the Notes, then such Refinancing Indebtedness shall be subordinate to the
Notes at least to the same extent and in the same manner as the Indebtedness
being Refinanced.

                  "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company and the Initial
Purchasers.

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

                                      -22-

<PAGE>

                  "Related Business" means an entity whose principal business is
the same, similar, ancillary or reasonably related to the businesses in which
the Company is engaged on the Issue Date.

                  "Release" means any releasing, spilling, emitting, emptying,
leaking, pumping, pouring, injecting, depositing, disposing, dumping, discharge,
dispersing, leaching, escaping, emanating or migrating of any Contaminant in,
on, into or onto the environment, including without limitation the movement of
any Contaminant through or in the environment, the abandonment or discard of
barrels, containers, tanks or other receptacles containing any Contaminant,
other than Releases authorized or permitted under any Environmental Laws.

                  "Remedial Action" means actions required under Environmental
Laws to (i) clean up, remove or treat, any Release in the indoor or outdoor
environment; (ii) prevent or minimize the Release or threat of Release; or (iii)
perform pre-remedial studies and investigations and post-remedial monitoring and
care.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

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

                  "Secured Indebtedness" means any Indebtedness of the Company
or a Guarantor secured by a Lien (other than a Lien that is subordinated to the
Lien on the Collateral in favor of the Trustee).

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

                  "Security Agreement" means that certain security agreement,
between the Company, the Restricted Subsidiaries from time to time party
thereto, and the Trustee, as collateral agent, substantially in the form of
Exhibit G hereto.

                                      -23-

<PAGE>

                  "Security Documents" means the Security Agreement, the
Mortgages, the Collateral Access Agreement, the Intercreditor Agreements and
each other security or pledge agreement delivered pursuant to Section 4.10, 4.12
or 4.19 hereof or Article X hereof and all UCC or other financing statements or
instruments of perfection required by this Indenture, the Security Agreement,
any Mortgage, the Collateral Access Agreement, or any Intercreditor Agreement to
be filed with respect to the Liens created pursuant to the Security Agreement or
any Mortgage.

                  "Series A Notes" means the Company's 11% Senior Secured Notes
due 2013.

                  "Series B Notes" means notes issued by the Company hereunder
containing terms identical to the Series A Notes (except (i) interest thereon
shall accrue from the last date on which interest was paid on the Series A Notes
or, if no such interest has been paid, from the date of original issuance, (ii)
the legend or legends relating to transferability and other related matters set
forth on the Series A Notes, including the text referred to in footnote 2 of
Exhibit A hereto, shall be removed or appropriately altered, and (iii) as
otherwise set forth herein), to be offered to Holders of Series A Notes in
exchange for Series B Notes pursuant to the Exchange Offer or any exchange offer
specified in any registration rights agreement relating to the Additional Notes.

                  "Significant Subsidiary", with respect to any Person, means
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinated in right of payment to the Notes or the
Guarantee of such Guarantor, as the case may be.

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

                  (1)      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 one or more
         Subsidiaries of such Person (or a combination thereof); or

                  (2)      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 or one or more Subsidiaries of such
         Person (or a combination thereof).

                  "Tangible Assets" means the total consolidated assets, less
goodwill and intangibles, of the Company and its Restricted Subsidiaries, as
shown on the most recent balance sheet of the Company prepared in accordance
with GAAP.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                                      -24-

<PAGE>

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

                  "Trust Monies" means all cash and Cash Equivalents deposited
in the Collateral Account in accordance with this Indenture and the Security
Documents.

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

                  "UCC" means the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, the perfection of the effect or perfection or
non-perfection of the security interest in any item or portion of the Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection.

                  "Unrestricted Subsidiary" of any Person means:

                  (1)      any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

                  (1)      the Company certifies to the Trustee that such
         designation complies with Section 4.7 hereof; and

                  (2)      each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7 hereof, the portion of the fair market value of the net assets of such
Subsidiary of the Company at the time that such Subsidiary is designated as an
Unrestricted Subsidiary that is represented by the interest of the Company and
its Restricted Subsidiaries in such Subsidiary, in each case as determined in
good faith by the Board of Directors of the Company, or, if less, the amount of
the value of the Investment in such Subsidiary when made, shall be deemed to be
an Investment. Such designation will be permitted only if such Investment would
be permitted at such time under Section 4.7 hereof.

                                      -25-

<PAGE>

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1)      immediately after giving effect to such designation,
         the Company is able to incur at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) in compliance with Section 4.9
         hereof; and

                  (2)      immediately before and immediately after giving
         effect to such designation, no Default or Event of Default shall have
         occurred and be continuing.

Any such designation by the Board of Directors shall be evidenced to the Trustee
by promptly filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an officers' certificate certifying that such
designation complied with the foregoing provisions.

                  "U.S. Government Securities" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Securities or a specific payment of interest
on or principal of any such U.S. Government Securities held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Securities or the specific
payment of interest on or principal of the U.S. Government Securities evidenced
by such depository receipt.

                  "U.S. Person" means any U.S. Person as defined in Regulation
S.

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

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

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

                                      -26-

<PAGE>

Section 1.2.               Other Definitions.

<TABLE>
<CAPTION>
                                                                                   Defined
Term                                                                              in Section
----                                                                              ----------
<S>                                                                               <C>
"Acceleration Notice".......................................................       6.2
"Adjusted Net Assets".......................................................       11.5
"Affiliate Transaction".....................................................       4.11
"Agent Members".............................................................       2.6(b)
"Certificated Notes"........................................................       2.1
"Change of Control Offer"...................................................       4.15
"Change of Control Offer Period"............................................       3.9
"Company Notice"............................................................       10.6(b)
"Covenant Defeasance".......................................................       8.3
"Event of Default"..........................................................       6.1
"Excess Loss Proceeds"......................................................       4.19(b)
"Foreign Person"............................................................       2.6(c)
"Funding Guarantor".........................................................       11.5
"Global Notes"..............................................................       2.1
"Guarantee".................................................................       11.1
"incur".....................................................................       4.9
"Institutional Accredited Investors"........................................       2.1
"Legal Defeasance"..........................................................       8.2
"Loss Proceeds Offer".......................................................       4.19(b)
"Loss Proceeds Offer Amount"................................................       4.19(b)
"Loss Proceeds Offer Payment Date"..........................................       4.19(b)
"Loss Proceeds Offer Trigger Date"..........................................       4.19(b)
"Net Proceeds Offer"........................................................       4.10(b)
"Net Proceeds Offer Amount".................................................       4.10(b)
"Net Proceeds Offer Payment Date"...........................................       4.10(b)
"Net Proceeds Offer Trigger Date"...........................................       4.10(b)
"Offshore Certificated Notes"...............................................       2.1
"Optional Redemption........................................................       3.7
"Paying Agent"..............................................................       2.3
"Permanent Regulation S Global Note"........................................       2.1
"Private Placement Legend"..................................................       2.6(h)
"Reference Date"............................................................       4.7
"Registrar".................................................................       2.3
"Regulation S Global Note"..................................................       2.1
"Released Collateral".......................................................       10.6(b)
"Replacement Assets"........................................................       4.10
"Restricted Payment"........................................................       4.7
"Rule 144A Global Note".....................................................       2.1
"Special Redemption"........................................................       3.8
"Subject Property"..........................................................       4.19
"Surviving Entity"..........................................................       5.1
</TABLE>

                                      -27-

<PAGE>

<TABLE>
<CAPTION>
                                                                                   Defined
Term                                                                              in Section
----                                                                              ----------
<S>                                                                               <C>
"Temporary Regulation S Global Note"........................................       2.1
"U.S. Certificated Notes"...................................................       2.1
</TABLE>

Section 1.3.               Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company and any successor
obligor upon the Notes.

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

Section 1.4.               Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

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

                  (f)      references to sections of or rules under the
         Securities Act, the Exchange Act and the TIA shall be deemed to include
         substitute, replacement and successor sections or rules adopted by the
         Commission from time to time.

                                      -28-

<PAGE>

Section 1.5.               Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the
execution thereof. Where such execution is by an officer of a corporation or a
member of a partnership, on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority.

                  (c)      The ownership of Notes shall be proved by the
register maintained by the Registrar.

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

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.               Form and Dating.

                  The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. Each
Note shall be dated the date of its authentication. The notation on each Note
relating to the Guarantees shall be substantially in the form set forth on
Exhibit C hereto. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.

                                      -29-

<PAGE>

                  The terms and provisions contained in the Notes and Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture and
the Company, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form of Exhibit A hereto (the "Rule 144A Global
Note"), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6(h) hereof. The aggregate
principal amount of the Rule 144A Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form of Exhibit A hereto (the
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian
for the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided and shall bear the legend set forth in Section
2.6(h) hereof. At any time following 40 days after the later of the commencement
of the offering of the Notes and the Issue Date, upon receipt by the Trustee and
the Company of a duly executed certificate substantially in the form of Exhibit
D(1) hereto, a single permanent Global Note in registered form substantially in
the form of Exhibit A hereto (the "Permanent Regulation S Global Note," and
together with the Temporary Regulation S Global Note, the "Regulation S Global
Note") duly executed by the Company and authenticated by the Trustee as
hereinafter provided shall be deposited with the Trustee, as custodian for the
Depositary, and the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of the Regulation S Global Note in an
amount equal to the principal amount of the beneficial interest in the
Regulation S Global Note transferred.

                  Notes offered and sold to institutional accredited investors
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("Institutional Accredited Investors") shall be issued in the form of permanent
U.S. Certificated Notes in registered form in substantially the form set forth
in Exhibit A (the "U.S. Certificated Notes"). Securities issued pursuant to
Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the
Regulation S Global Note shall be in the form of permanent Certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
Certificated Notes").

                  The Offshore Certificated Notes and U.S. Certificated Notes
are sometimes collectively herein referred to as the "Certificated Notes." The
Rule 144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "Global Notes."

Section 2.2.               Execution and Authentication.

                  Two Officers of the Company shall sign the Notes for the
Company by manual or facsimile signature.

                                      -30-

<PAGE>

                  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 a Note is authenticated, the Note shall nevertheless be valid. Each
Guarantor, if any, shall execute a Guarantee in the manner set forth in Section
11.7.

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

                  The Trustee, upon a written order of the Company signed by two
Officers of the Company, together with the other documents required by Sections
13.4 and 13.5 hereof, shall authenticate (i) Series A Notes for original issue
on the Issue Date in the aggregate principal amount not to exceed $300.0 million
and (ii) subject to Section 4.9, Additional Notes. The Trustee, upon written
order of the Company signed by two Officers of the Company, together with the
other documents required by Sections 13.4 and 13.5 hereof, shall authenticate
Series B Notes; provided that such Series B Notes shall be issuable only upon
the valid surrender for cancellation of Series A Notes of a like aggregate
principal amount in accordance with the Exchange Offer or an exchange offer
specified in any registration rights agreement relating to the Additional Notes.
Such written order of the Company shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated. Any Additional Notes shall be part of the same issue as the Notes
being issued on the Issue Date and will vote on all matters as one class with
the Notes being issued on the Issue Date, including, without limitation,
waivers, amendments, redemptions, Change of Control Offers and Net Proceeds
Offers. For the purposes of this Indenture, except for Section 4.9, references
to the Notes include Additional Notes, if any.

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

Section 2.3.               Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment
("Paying Agent"). The Notes may be presented for registration of transfer and
exchange at the offices of the Registrar. The Company will pay principal (and
premium, if any) on the Notes at the Trustee's corporate office in New York, New
York. At the option of the Company, payment of interest and Additional Interest
may be paid at the Trustee's corporate office or by check mailed to the Holders
at their addresses set forth in the register of Holders, provided that payment
by wire transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or the Paying
Agent. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or

                                      -31-

<PAGE>

Paying Agent, the Trustee shall act as such. The Company or any of its
Subsidiaries may act as Paying Agent or Registrar. The Depositary shall, by
acceptance of a Global Note, agree that transfers of beneficial interests in
such Global Note may be effected only through a book-entry system maintained by
the Depositary (or its agent), and that ownership of a beneficial interest in
the Note shall be required to be reflected in a book entry.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes, until such time as the Trustee has resigned or a successor has
been appointed.

Section 2.4.               Paying Agents to Hold Money in Trust.

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

Section 2.5.               Holder 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 all 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
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes, and the Company
shall otherwise comply with TIA Section 312(a).

Section 2.6.               Transfer and Exchange.

                  (a)      Transfer and Exchange Generally; Book-Entry
Provisions. Upon surrender for registration of transfer of any Note to the
Registrar, and satisfaction of the requirements for such transfer set forth in
this Section 2.6, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for

                                      -32-

<PAGE>

exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

                  All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Registrar, and the Notes shall be duly executed by the Holder thereof or his
attorney duly authorized in writing. Except as otherwise provided in this
Indenture, and in addition to the requirements set forth in the legend referred
to in Section 2.6(h)(i) hereof, in connection with any transfer of Transfer
Restricted Securities any request for transfer shall be accompanied by a
certification to the Trustee relating to the manner of such transfer
substantially in the form of Exhibit D hereto.

                  (b)      Book-Entry Provisions for the Global Notes. The Rule
144A Global Note and Regulation S Global Note initially shall (i) be registered
in the name of the Depositary or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for the Depositary and (iii) bear legends
as set forth in Section 2.6(h) hereof.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Rule
144A Global Note or Regulation S Global Note, as the case may be, held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Rule
144A Global Note or Regulation S Global Note, as the case may be, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of Rule 144A Global Note or
Regulation S Global Note, as the case may be, for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any
Note.

                  Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Beneficial interests in the Rule 144A
Global Note and the Regulation S Global Note may be transferred in accordance
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial
interests in the Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility
or liability for any act or omission of the Depositary.

                  At any time at the request of the beneficial holder of an
interest in the Rule 144A Global Note or Permanent Regulation S Global Note to
obtain a Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by

                                      -33-

<PAGE>

the principal amount of the Certificated Note issued upon such request to such
beneficial holder and, following such reduction, the Company will execute and
the Trustee will authenticate and deliver to such beneficial holder (or its
nominee) a Certificated Note or Certificated Notes in the appropriate aggregate
principal amount in the name of such beneficial holder (or its nominee) and
bearing such restrictive legends as may be required by this Indenture.

                  (c)      Transfers to Non-QIB Institutional Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

                  (i)      the Registrar shall register the transfer of any
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) (A) the requested transfer is at least two years after the later of
         the Issue Date of the Notes and (B) the proposed transferee has
         certified to the Registrar that the requested transfer is at least two
         years after last date on which such Note was held by an Affiliate of
         the Company, or (y) the proposed transferee has delivered to the
         Registrar (A) a certificate substantially in the form of Exhibit E
         hereto and (B) such certifications, legal opinions and other
         information as the Trustee and the Company may reasonably request to
         confirm that such transaction is in compliance with the Securities Act;
         and

                  (ii)     if the proposed transferor is an Agent Member holding
         a beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the documents, if any, required by clause (i) and (y)
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Global
         Note in an amount equal to the principal amount of the beneficial
         interest in the Global Note to be transferred, and the Company shall
         execute, and the Trustee shall authenticate and deliver, one or more
         Certificated Notes of like tenor and amount.

                  (d)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                  (i)      if the Note to be transferred consists of
         Certificated Notes or an interest in the Regulation S Global Note, the
         Registrar shall register the transfer if such transfer is being made by
         a proposed transferor who has checked the box provided for on a
         certificate substantially in the form of Exhibit D(2) 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 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

                  (ii)     if the proposed transferee is an Agent Member, and
         the Note to be transferred consists of Certificated Notes or an
         interest in the Regulation S Global Note, upon receipt by the Registrar
         of the documents referred to in clause (i) and instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Rule 144A Global Note in an
         amount equal to the principal amount of the Certificated Notes or the
         interest in the Regula-

                                      -34-

<PAGE>

         tion S Global Note, as the case may be, to be transferred, and the
         Trustee shall cancel the Certificated Notes or decrease the amount of
         the Regulation S Global Note so transferred.

                  (e)      Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i)      the Registrar shall register the transfer of an
         interest in the Temporary Regulation S Global Note if (x) the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit F stating, among other things, that the proposed
         transferee is a Foreign Person or (y) the proposed transferee is a QIB
         and the proposed transferor has checked the box provided for on a
         certificate substantially in the form of Exhibit D(2) 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 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

                  (ii)     if the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)(y)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
         Temporary Regulation S Global Note to be transferred, and the Trustee,
         as Note Custodian, shall decrease the amount of the Temporary
         Regulation S Global Note.

                  (f)      Transfers to Foreign Persons. The following
provisions shall apply with respect to any transfer of a Transfer Restricted
Security to a Foreign Person:

                  (i)      the Registrar shall register any proposed transfer of
         a Note to a Foreign Person upon receipt of a certificate substantially
         in the form of Exhibit F hereto from the proposed transferor and such
         certifications, legal opinions and other information as the Trustee or
         the Company may reasonably request; and

                  (ii)     (a) if the proposed transferor is an Agent Member
         holding a beneficial interest in the Rule 144A Global Note or the Note
         to be transferred consists of Certificated Notes, upon receipt by the
         Registrar of (x) the documents, if any, required by paragraph (i) and
         (y) instructions in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Rule
         144A Global Note in an amount equal to the principal amount of the
         beneficial interest in the Rule 144A Global Note or cancel the
         Certificated Notes, as the case may be, to be transferred, and (b) if
         the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Regulation S Global Note in an amount equal to the principal amount of
         the Certificated Notes to be transferred, and the Trustee shall
         decrease the amount of the Rule 144A Global Note.

                                      -35-

<PAGE>

                  (g)      The Depositary. The Depositary shall be a clearing
agency registered under the Exchange Act. The Company initially appoints The
Depository Trust Company to act as Depositary with respect to the Global Note.
Initially, the Rule 144A Global Note and the Regulation S Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Note Custodian for Cede & Co.

                  Notes in Certificated form issued in exchange for all or a
part of a Global Note pursuant to this Section 2.6 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated Notes in Certificated form to the persons in whose
names such Notes in Certificated form are so registered.

                  Certificated Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Rule 144A Global Note
or the Permanent Regulation S Global Note, as the case may be, if at any time:

                  (i)      the Depositary for the Notes notifies the Company
         that the Depositary is unwilling or unable to continue as Depositary
         for the Rule 144A Global Note or the Permanent Regulation S Global
         Note, as the case may be, and a successor Depositary is not appointed
         by the Company within 90 days after delivery of such notice; or

                  (ii)     the Company, at its sole discretion, notifies the
         Trustee in writing that it elects to cause the issuance of Certificated
         Notes under this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal amount equal to the
principal amount of the Rule 144A Global Note or the Permanent Regulation S
Global Note, as the case may be, in exchange for such Global Notes.

                  (h)      Legends.

                  (i)      Except as permitted by the following paragraphs (ii)
         and (iii), each Note certificate evidencing Global Notes and
         Certificated Notes (and all Notes issued in exchange therefor or
         substitution thereof) shall (x) be subject to the restrictions on
         transfer set forth in this Section 2.6 (including those set forth in
         the legend below) unless such restrictions on transfer shall be waived
         by written consent of the Company, and the Holder of each Transfer
         Restricted Security, by such Holder's acceptance thereof, agrees to be
         bound by all such restrictions on transfer and (y) bear the legend set
         forth below (the "Private Placement Legend"):

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
                  ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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

                                      -36-

<PAGE>

                  144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON
                  AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C)
                  IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),
                  (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED
                  INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER
                  THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE
                  TRANSFER THIS NOTE EXCEPT (A) TO ANCHOR GLASS CONTAINER
                  CORPORATION 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, PRIOR TO SUCH TRANSFER,
                  FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
                  BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
                  CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
                  RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
                  LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D)
                  OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
                  AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
                  PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
                  (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF ANCHOR GLASS CONTAINER CORPORATION SO REQUESTS),
                  OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
                  PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
                  TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER
                  OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
                  THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
                  INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
                  THE TRUSTEE AND ANCHOR GLASS CONTAINER CORPORATION 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
                  MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
                  ACT.

                                      -37-

<PAGE>

                  (ii)     Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Note) pursuant to Rule 144 under the Securities Act or pursuant
         to an effective registration statement under the Securities Act:

                  (a)      in the case of any Transfer Restricted Security that
         is a Certificated Note, the Registrar shall permit the Holder thereof
         to exchange such Transfer Restricted Security for a Certificated Note
         that does not bear the legend set forth in (i) above and rescind any
         restriction on the transfer of such Transfer Restricted Security; and

                  (b)      in the case of any Transfer Restricted Security
         represented by a Global Note, such Transfer Restricted Security shall
         not be required to bear the legend set forth in (i) above, but shall
         continue to be subject to the provisions of Section 2.6(b) hereof;
         provided, however, that with respect to any request for an exchange of
         a Transfer Restricted Security that is represented by a Global Note for
         a Certificated Note that does not bear the legend set forth in (i)
         above, which request is made in reliance upon Rule 144, the Holder
         thereof shall certify in writing to the Registrar that such request is
         being made pursuant to Rule 144 (such certifications to be
         substantially in the form of Exhibit D(2) hereto).

                  (iii)    Notwithstanding the foregoing, upon consummation of
         the Exchange Offer, the Company shall issue and, upon receipt of an
         authentication order in accordance with Section 2.2 hereof, the Trustee
         shall authenticate Series B Notes in exchange for Series A Notes
         accepted for exchange in the Exchange Offer, which Series B Notes shall
         not bear the legend set forth in (i) above, and the Registrar shall
         rescind any restriction on the transfer of such Series A Notes, in each
         case unless the Company has notified the Registrar in writing that the
         Holder of such Series A Notes is either (A) a broker-dealer, (B) a
         Person participating in the distribution of the Series A Notes or (C) a
         Person who is an affiliate (as defined in Rule 144A) of the Company.

                  (iv)     Each Global Note, whether or not a Transfer
         Restricted Security, shall also bear the following legend on the face
         thereof:

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

                                      -38-

<PAGE>

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

                  (v)      Any Global Note may be endorsed with or have
         incorporated in the text thereof such legends or recitals or changes
         not inconsistent with the provisions of this Indenture as may be
         required by the Note Custodian, the Depositary or by the National
         Association of Securities Dealers, Inc. in order for the Notes to be
         tradable on the PORTAL Market or tradable on Euroclear or Clearstream
         or as may be required for the Notes to be tradable on any other market
         developed for trading of securities pursuant to Rule 144A or Regulation
         S under the Securities Act or required to comply with any applicable
         law or any regulation thereunder or with the rules and regulations of
         any securities exchange or automated quotation system upon which the
         Notes may be listed or traded or to conform with any usage with respect
         thereto, or to indicate any special limitations or restrictions to
         which any particular Notes are subject.

                  (i)      Cancellation and/or Adjustment of Global Notes. At
such time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.11 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Notes shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or the Note Custodian, at the direction of the Trustee, to reflect
such reduction. In the event of any transfer of any beneficial interest between
the Rule 144A Global Note and the Regulation S Global Note in accordance with
the standing procedures and instructions between the Depositary and the Note
Custodian and the transfer restrictions set forth herein, the aggregate
principal amount of each of the Rule 144A Global Note and the Regulation S
Global Note shall be appropriately increased or decreased, as the case may be,
and an endorsement shall be made on each of the Rule 144A Global Note and the
Regulation S Global Note by the Trustee or the Note Custodian, at the direction
of the Trustee, to reflect such reduction or increase.

                  (j)      General Provisions Relating to Transfers and
         Exchanges.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate
         Certificated Notes and Global Notes at the Registrar's request.

                                      -39-

<PAGE>

                  (ii)     No service charge shall be made to a Holder for any
         registration of transfer, fee or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 3.6 and 9.5 hereof).

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

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

                  (v)      The Company shall not be required:

                  (a)      to issue, to register the transfer of or to exchange
         Notes during a period beginning at the opening of business 15 days
         before the day of any selection of Notes for redemption under Section
         3.2 hereof and ending at the close of business on the day of selection;
         or

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

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

                  (vi)     Prior to due presentment of the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of all payments with
         respect to such Notes, and neither the Trustee, any Agent nor the
         Company shall be affected by notice to the contrary.

                  (vii)    The Trustee shall authenticate Certificated Notes and
         Global Notes in accordance with the provisions of Section 2.2 hereof.

Section 2.7.               Replacement Notes.

                  If any mutilated Note is surrendered to the Trustee or either
the Company or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,
shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Trustee and the Company each may charge such Holder for their
expenses in replacing such Note.

                                      -40-

<PAGE>

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

Section 2.8.               Outstanding Notes.

                  The Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.7 hereof, it shall
cease to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser for value.

                  If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

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

Section 2.9.               Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver of
consent, only Notes that a Responsible Officer of the Trustee knows are so owned
shall be so disregarded. The Company agrees to notify the Trustee of the
existence of any such treasury Notes or Notes owned by the Company, any
Guarantor or an Affiliate thereof.

Section 2.10.              Temporary Notes.

                  Until Certificated Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2 hereof, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Certificated Notes, but
may have such variations as the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Certificated
Notes in exchange for temporary Notes.

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

                                      -41-

<PAGE>

Section 2.11.              Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures. The Trustee shall
maintain a record of all canceled Notes. All canceled Notes shall be delivered
to the Company if the Company so requests in writing. Subject to Section 2.7
hereof, the Company may not issue new Notes to replace Notes that have been paid
or that have been delivered to the Trustee for cancellation.

Section 2.12.              Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
the Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

Section 2.13.              Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12 hereof, the Company, the Trustee, any
Paying Agent, any co-registrar and any Registrar may deem and treat the person
in whose name any Note shall be registered upon the register of Notes kept by
the Registrar as the absolute owner of such Note (whether or not such Note shall
be overdue and notwithstanding any notation of the ownership or other writing
thereon made by anyone other than the Company, any co-registrar or any
Registrar) for the purpose of receiving all payments with respect to such Note
and for all other purposes, and none of the Company, the Trustee, any Paying
Agent, any co-registrar or any Registrar shall be affected by any notice to the
contrary.

Section 2.14.              CUSIP Numbers.

                  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 any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company shall
notify the Trustee of any change to the CUSIP numbers.

                                      -42-

<PAGE>

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.               Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the
provisions of Section 3.7 or 3.8 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth the Section of this Indenture pursuant to which the
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price.

                  If the Company is required to offer to repurchase Notes
pursuant to the provisions of Section 4.10, 4.15 or 4.19 hereof, it shall notify
the Trustee in writing, at least 30 days but not more than 45 days before the
Purchase Date, of the Section of this Indenture pursuant to which the repurchase
shall occur, the Purchase Date, the principal amount of Notes required to be
repurchased and the Purchase Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Company is required to make or has made a
Net Proceeds Offer or a Change of Control Offer or a Loss Proceeds Offer, as the
case may be, and (b) the conditions set forth in Section 4.10, 4.15 or 4.19
hereof, as the case may be, have been satisfied.

                  If the Registrar is not the Trustee, the Company shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

Section 3.2.               Selection of Notes.

                  Except as set forth below, if less than all of the Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate.
In the event of partial redemption by lot, the particular Notes or portions
thereof 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.

                  If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10 or 4.19 hereof, the Trustee shall
select the Notes or portions thereof to be repurchased in compliance with
Section 4.10 or 4.19. In the event of partial repurchase by lot, the particular
Notes or portions thereof to be repurchased shall be selected at the close of
business of the last Business Day prior to the Purchase Date. If less than all
of the Notes tendered are to be repurchased pursuant to the provisions of
Section 3.8 hereof, the Trustee shall select the Notes only on a pro rata basis
or on as nearly a pro rata basis as is practicable (subject to DTC procedures).

                  The Trustee shall promptly notify the Company in writing of
the Notes or portions thereof selected for redemption or repurchase. Notes and
portions thereof selected shall be in amounts

                                      -43-

<PAGE>

of $1,000 or integral multiples of $1,000; except that if all of the Notes of a
Holder are to be redeemed, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed. No Notes of a
principal amount of $1,000 or less shall be redeemed in part.

Section 3.3.               Notice of Optional or Special Redemption.

                  In the event Notes are to be redeemed pursuant to Section 3.7
or 3.8 hereof, at least 30 days but not more than 60 days before the Redemption
Date, the Company shall mail a notice of redemption to each Holder whose Notes
are to be redeemed in whole or in part, with a copy to the Trustee.

                  The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

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

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

                  (e)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price, Additional
         Interest, if any, and, unless the Redemption Date is after a record
         date and or before the succeeding interest payment date, accrued
         interest thereon to the Redemption Date;

                  (f)      that, unless the Company defaults in making the
         redemption payment, interest and any Additional Interest on Notes
         called for redemption will cease 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, any Additional Interest and,
         unless the Redemption Date is after a record date and on or before the
         succeeding interest payment date, accrued interest thereon to the
         Redemption Date upon surrender to the Paying Agent of the Notes
         redeemed;

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

                  (h)      the paragraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed; and

                  (i)      that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Notes and that reliance may be placed only on the other
         identification numbers printed on the Notes.

                                      -44-

<PAGE>

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.4.               Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

Section 3.5.               Deposit of Redemption Price.

                  On or before 10:00 a.m. Eastern Time on each Redemption Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
money sufficient to pay the aggregate amount due on all Notes to be redeemed on
that date, including without limitation any accrued and unpaid interest and
Additional Interest, if any, to the Redemption Date. Upon written request by the
Company, the Trustee or the Paying Agent shall promptly return to the Company
any money not required for that purpose.

                  Unless the Company defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed will cease to accrue on
the applicable Redemption Date, whether or not such Notes are presented for
payment. If any Note called for redemption shall not be so paid upon surrender
because of the failure of the Company to comply with the preceding paragraph,
interest will be paid on the unpaid principal, from the applicable Redemption
Date until such principal is paid, and on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1
hereof.

Section 3.6.               Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to portion of the Note
surrendered that is not to be redeemed.

Section 3.7.               Optional Redemption.

                  The Company may redeem any or all of the Notes at any time on
or after February 15, 2008 at the Redemption Prices set forth in the Notes (an
"Optional Redemption"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

                                      -45-

<PAGE>

Section 3.8.               Special Redemption.

                  In the event the Company completes one or more Public Equity
Offerings on or before February 15, 2006, the Company, at its option, may use
the net cash proceeds from any such Public Equity Offering to redeem up to 35%
of the original principal amount of the Notes (a "Special Redemption") at a
Redemption Price of 111% of the principal amount thereof, together with accrued
and unpaid interest and Additional Interest, if any, to the date of redemption,
provided, however, that at least 65% of the original principal amount of the
Notes will remain outstanding immediately after each such Special Redemption;
and provided, further, that such Special Redemption shall occur within 90 days
after the date of the closing of the applicable Public Equity Offering. Any
redemption pursuant to this Section 3.8 shall be made pursuant to the provisions
of Sections 3.1 through 3.6 hereof.

Section 3.9.               Repurchase upon Change of Control Offer.

                  In the event that, pursuant to Section 4.15 hereof, the
Company shall be required to commence a Change of Control Offer, it shall follow
the procedures specified below.

                  The Change of Control Offer shall remain open for a period
from the date of the mailing of the notice of the Change of Control Offer
described in the next paragraph until a date determined by the Company which is
at least 30 but no more than 45 days from the date of mailing of such notice and
no longer, except to the extent that a longer period is required by applicable
law (the "Change of Control Offer Period"). On the Purchase Date, which shall be
no later than the last day of the Change of Control Offer Period, the Company
shall purchase the principal amount of Notes properly tendered in response to
the Change of Control Offer. Payment for any Notes so purchased shall be made in
the same manner as interest payments are made.

                  Within 30 days following any Change of Control, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control Offer shall be made to all Holders. The notice, which shall
govern the terms of the Change of Control Offer, shall state:

                  (a)      the transaction or transactions that constitute the
         Change of Control, providing information, to the extent publicly
         available, regarding the Person or Persons acquiring control, and
         stating that the Change of Control Offer is being made pursuant to this
         Section 3.9 and Section 4.15 hereof and that, to the extent lawful, all
         Notes tendered will be accepted for payment;

                  (b)      the Purchase Price, the last day of the Change of
         Control Offer Period, and the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
         accepted for repurchase will continue to accrue interest and Additional
         Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
         the amount due on the Purchase Date, all Notes or portions thereof
         accepted for repurchase pursuant to the Change of

                                      -46-

<PAGE>

         Control Offer shall cease to accrue interest and Additional Interest,
         if any, after the Purchase Date;

                  (e)      that Holders electing to have any Notes purchased
         pursuant to the Change of Control Offer will be required to tender the
         Notes, with the form entitled Option of Holder To Elect Purchase on the
         reverse of the Notes completed, or transfer by book-entry transfer to
         the Company, a Depositary, if appointed by the Company, or a Paying
         Agent at the address specified in the notice not later than the third
         Business Day preceding the Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the expiration of the Change of
         Control Offer Period, a telegram, facsimile transmission or letter
         setting forth the name of the Holder, the principal amount of Notes
         delivered for repurchase, and a statement that such Holder is
         withdrawing his election to have the Notes redeemed in whole or in
         part; and

                  (g)      that Holders whose Notes are being repurchased only
         in part will be issued new Notes equal in principal amount to the
         portion of the Notes tendered (or transferred by book-entry transfer)
         that is not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Purchase Price, together with accrued and unpaid
interest and Additional Interest, if any, thereon to the Purchase Date in
respect of all Notes or portions thereof so tendered and accepted for repurchase
and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being repurchased by the Company. The Paying Agent
shall promptly (but in any case not later than five days after the Purchase
Date) mail to each Holder of Notes so repurchased the amount due in connection
with such Notes, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company in the form of an Officers'
Certificate shall authenticate and mail or deliver (or cause to transfer by book
entry) to each relevant Holder a new Note, in a principal amount equal to any
unpurchased portion of the Notes surrendered to the Holder thereof; provided
that each such new Note shall be in a principal amount of $l,000 or and integral
multiple thereof. The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Purchase Date.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders pursuant to the Change of Control Offer.

                                      -47-

<PAGE>

Section 3.10.              Repurchase upon Application of Net Cash Proceeds and
                           Net Loss Proceeds.

                  In the event that, pursuant to Section 4.10 or 4.19 hereof,
the Company shall be required to commence a Net Proceeds Offer or Loss Proceeds
Offer, it shall follow the procedures specified below.

                  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer or Loss Proceeds Offer, as the case may be. The Net Proceeds Offer or Loss
Proceeds Offer shall be made to all Holders. Each Net Proceeds Offer or Loss
Proceeds Offer shall be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date or Loss
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in this Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law. The notice, which shall govern the terms of the Net Proceeds
Offer, shall state:

                  (a)      that the Net Proceeds Offer or Loss Proceeds Offer is
         being made pursuant to this Section 3.10 and either Section 4.10 or
         4.19 hereof, as applicable;

                  (b)      the Net Proceeds Offer Amount or Loss Proceeds Offer
         Amount, the Purchase Price and the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
         accepted for repurchase shall continue to accrue interest and
         Additional Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
         the amount due on the Purchase Date, all Notes or portions thereof
         accepted for repurchase pursuant to the Net Proceeds Offer or Loss
         Proceeds Offer shall cease to accrue interest and Additional Interest,
         if any, after the Purchase Date;

                  (e)      that Holders electing to have any Notes repurchased
         pursuant to any Net Proceeds Offer or Loss Proceeds Offer shall be
         required to tender the Notes, with the form entitled Option of Holder
         To Elect Purchase on the reverse of the Notes completed, or transfer by
         book-entry transfer, to the Company, a Depositary, if appointed by the
         Company, or a Paying Agent at the address specified in the notice prior
         to the close of business on the third Business Day preceding the
         Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the Purchase Date, a telegram,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes delivered for repurchase and a
         statement that such Holder is withdrawing his election to have such
         Notes repurchased in whole or in part;

                                      -48-

<PAGE>

                  (g)      that, to the extent Holders properly tender Notes in
         an amount exceeding the Net Proceeds Offer Amount or Loss Proceeds
         Offer Amount, Notes of tendering Holders will be purchased on a pro
         rata basis (based on the amount of Notes tendered); and

                  (h)      that Holders whose Notes are being repurchased only
         in part will be issued new Notes equal in principal amount to the
         portion of the Notes tendered (or transferred by book-entry transfer)
         that is not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment, on a pro rata basis in accordance with
this Indenture to the extent necessary, the Net Proceeds Offer Amount or Loss
Proceeds Offer Amount of Notes or portions thereof properly tendered pursuant to
the Net Proceeds Offer or Loss Proceeds Offer, or if less than that amount has
been tendered, all Notes properly tendered, (ii) deposit with the Paying Agent
an amount equal to the Purchase Price, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the Purchase Date in respect of all
Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Company. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company in the form of an Officers' Certificate shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion to the Holder thereof; provided that
each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Purchase Date.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders to the Net Proceeds Offer.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.               Payment of Principal and Interest.

                  The Company shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates,
in the amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and suffi-

                                      -49-

<PAGE>

cient to pay the aggregate amount then due. The Company shall pay all Additional
Interest, if any, on the dates, in the amounts and in the manner set forth in
the Registration Rights Agreement.

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

Section 4.2.               Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Office of
the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.3 hereof. The Trustee may resign such agency at any time by giving
written notice to the Company no later than 30 days prior to the effective date
of such resignation.

Section 4.3.               Reports.

                  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish the
Holders of Notes:

         (i)      all quarterly and annual financial information that would be
         required to be contained in a filing with the Commission on Forms 10-Q
         and 10-K if the Company were required to file such Forms, including a
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" that describes the financial condition and
         results of operations of the Company and its consolidated Subsidiaries
         (showing in reasonable detail, either on the face of the financial
         statements or in the footnotes thereto and in Management's Discussion
         and Analysis of Financial Condition and Results of Operations, the
         financial condition and results of operations

                                      -50-

<PAGE>

         of the Company and its Restricted Subsidiaries separate from the
         financial condition and results of operations of the Unrestricted
         Subsidiaries of the Company, if any) and, with respect to the annual
         information only, a report thereon by the Company's certified
         independent accountants; and

         (ii)     all current reports that would be required to be filed with
         the Commission on Form 8-K if the Company were required to file such
         reports, in each case within the time periods specified in the
         Commission's rules and regulations.

                  In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, the
Company will file a copy of all such information and reports with the Commission
for public availability within the time periods specified in the Commission's
rules and regulations (unless the Commission will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon request. In addition, the Company has agreed that, for so long as any Notes
remain outstanding, it will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 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 4.4.               Compliance Certificate.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has performed its
obligations under this Indenture in all material respects, and further stating,
as to the Officer signing such certificate, that to the best of his or her
knowledge the Company has complied with and performed its obligations under the
provisions contained in this Indenture in all material respects and is not in
Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, 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 that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.

                  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 4.3 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article IV or Article V hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                                      -51-

<PAGE>

                  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (and in any event within five
Business Days) upon the Company becoming aware of any Default or Event of
Default an Officers' Certificate specifying such Default or Event of Default.

Section 4.5.               Taxes.

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

Section 4.6.               Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants it shall not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
such law has not been enacted.

Section 4.7.               Limitation on Restricted Payments.

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

                  (1)      declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock;

                  (2)      purchase, redeem or otherwise acquire or retire for
         value any Capital Stock of the Company;

                  (3)      make any principal payment on, purchase, defease,
         redeem, prepay or otherwise acquire or retire for value, prior to any
         scheduled final maturity, scheduled repayment or scheduled sinking fund
         payment, any Subordinated Indebtedness; or

                  (4)      make any Investment (other than Permitted
         Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "Restricted Payment") if at the time of such Restricted Payment
or immediately after giving effect thereto,

         (i)               a Default or an Event of Default shall have occurred
         and be continuing;

         (ii)              the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.9 hereof; or

                                      -52-

<PAGE>

         (iii)             the aggregate amount of Restricted Payments
         (including such proposed Restricted Payment) made subsequent to the
         Issue Date (the amount expended for such purposes, if other than in
         cash, being the fair market value of such property as determined in
         good faith by the Board of Directors of the Company) shall exceed the
         sum of:

                           (u)      50% of the cumulative Consolidated Net
                  Income (or if cumulative Consolidated Net Income shall be a
                  loss, minus 100% of such loss) of the Company earned
                  subsequent to the Issue Date and on or prior to the date the
                  Restricted Payment occurs (the "Reference Date") (treating
                  such period as a single accounting period); plus

                           (v)      100% of the aggregate net cash proceeds and
                  100% of the fair market value of non-cash proceeds received by
                  the Company from any Person (other than a Subsidiary of the
                  Company) from the issuance and sale subsequent to the Issue
                  Date and on or prior to the Reference Date of Qualified
                  Capital Stock of the Company or warrants, options or other
                  rights to acquire Qualified Capital Stock of the Company (but
                  excluding any debt security that is convertible into, or
                  exchangeable for, Qualified Capital Stock of the Company);
                  plus

                           (w)      without duplication of any amounts included
                  in clause (iii)(v) above, 100% of the aggregate net cash
                  proceeds of any equity contribution received by the Company
                  from a holder of the Company's Capital Stock (excluding, in
                  the cases of clauses (iii)(v) and (w), any net cash proceeds
                  from a Public Equity Offering to the extent used to redeem the
                  Notes in compliance with the provisions set forth under
                  Section 3.8); plus

                           (x)      100% of the aggregate net cash proceeds
                  received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  (subsequent to the Issue Date) of debt securities or shares of
                  Disqualified Capital Stock that have been converted into or
                  exchanged for Qualified Capital Stock of the Company, together
                  with the aggregate cash received by the Company at the time of
                  such conversion or exchange and the amount of any accrued
                  interest then outstanding on any such debt securities; plus

                           (y)      $7.5 million; plus

                           (z)      without duplication, the sum of:

                                    (1)      the aggregate amount returned in
                           cash or Cash Equivalents to the Company or any
                           Restricted Subsidiary of the Company on or with
                           respect to Investments (other than Permitted
                           Investments) made subsequent to the Issue Date
                           whether through interest payments, principal
                           payments, dividends or other distributions or
                           payments;

                                    (2)      the net cash proceeds received by
                           the Company or any of its Restricted Subsidiaries
                           from the disposition of all or any portion of such
                           Investments (other than to a Subsidiary of the
                           Company); and

                                      -53-

<PAGE>

                                    (3)      upon redesignation of an
                           Unrestricted Subsidiary as a Restricted Subsidiary,
                           the fair market value of such Subsidiary;

                  provided, however, that the sum of clauses (1), (2) and (3)
                  above shall not exceed the aggregate amount of all such
                  Investments made subsequent to the Issue Date.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

                  (1)      the payment of any dividend within 60 days after the
         date of declaration of such dividend if the dividend would have been
         permitted on the date of declaration;

                  (2)      the acquisition of any shares of Capital Stock of the
         Company either (i) solely in exchange for shares of Qualified Capital
         Stock of the Company or (ii) through the application of net proceeds of
         a substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of shares of Qualified Capital Stock of the Company;

                  (3)      the acquisition of any Subordinated Indebtedness
         either (i) solely in exchange for shares of Qualified Capital Stock of
         the Company or (ii) through the application of net proceeds of a
         substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of (a) shares of Qualified Capital Stock of the Company or
         (b) Refinancing Indebtedness;

                  (4)      repurchases by the Company of Common Stock of the
         Company from current or former officers, directors, employees and
         consultants of the Company or any of its Subsidiaries or their
         authorized representatives upon the death, disability or termination of
         employment of such employees or termination of their seat on the board
         of the Company, or pursuant to the terms of any agreement under which
         such Common Stock was issued or any agreement with respect to such
         consulting arrangement, in an aggregate amount not to exceed in any
         calendar year $2.0 million plus any unused amount (not in excess of
         $1.0 million) permitted under this clause (4) for the immediately
         preceding year;

                  (5)      the repurchase or redemption of any Indebtedness in
         the event of a change of control in accordance with provisions similar
         to Section 4.15; provided that, prior to or simultaneously with such
         repurchase, the Company has made the Change of Control Offer as
         provided in such covenant with respect to the Notes and has repurchased
         all Notes validly tendered for payment in connection with such Change
         of Control Offer;

                  (6)      payments or distributions to dissenting stockholders
         pursuant to applicable law in connection with a consolidation, merger
         or transfer of assets that complies with the provisions of this
         Indenture applicable to mergers, consolidations and transfers of all or
         substantially all of the property and assets of the Company or a
         Restricted Subsidiary; and

                  (7)      the declaration or payment of dividends on the Common
         Stock of the Company following a Public Equity Offering of such Common
         Stock of up to 6.00% per annum of the net cash proceeds received by the
         Company in all Public Equity Offerings;

                                      -54-

<PAGE>

provided that, except in the case of clauses (1) and (2), no Default or Event of
Default shall have occurred and be continuing or occur as a consequence of the
actions or payments set forth therein.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the
immediately preceding paragraph, amounts expended pursuant to clauses (1), (2)
and (4) through (7) of the immediately preceding paragraph shall be included in
such calculation.

Section 4.8.               Limitation on Dividend and Other Payment Restrictions
                           Affecting Restricted Subsidiaries.

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

                  (1)      pay dividends or make any other distributions on or
         in respect of its Capital Stock;

                  (2)      make loans or advances to the Company or any other
         Restricted Subsidiary or to pay any Indebtedness or other obligation
         owed to the Company or any other Restricted Subsidiary of the Company;
         or

                  (3)      transfer any of its property or assets to the Company
         or any other Restricted Subsidiary of the Company,

except in each case for such encumbrances or restrictions existing under or by
reason of:

                  (a)      applicable law;

                  (b)      this Indenture, the Notes, the Guarantees and the
         Security Documents;

                  (c)      the Credit Agreement and the security agreements and
         other collateral documents relating thereto;

                  (d)      any agreement or instrument governing Acquired
         Indebtedness, which encumbrance or restriction is not applicable to any
         Person, or the properties or assets of any Person, other than the
         Person or the properties or assets of the Person so acquired;

                  (e)      agreements existing on the Issue Date to the extent
         and in the manner such encumbrances and restrictions are in effect on
         the Issue Date;

                  (f)      restrictions on the transfer of assets subject to any
         Lien permitted by this Indenture imposed by the holder of such Lien;

                  (g)      restrictions imposed by any agreement to sell assets
         or Capital Stock permitted by this Indenture to any Person pending the
         closing of such sale;

                                      -55-

<PAGE>

                  (h)      provisions in joint venture agreements and other
         similar agreements (in each case relating solely to the respective
         joint venture or similar entity or the equity interests therein)
         entered into in the ordinary course of business;

                  (i)      (A) agreements or instruments that restrict the
         subletting, assignment or transfer of any property or asset that is a
         lease, license, conveyance or contract or similar property or asset,
         (B) any transfer of, agreement to transfer, option or right with
         respect to, or Lien on, any property or assets of the Company or any
         Restricted Subsidiary not otherwise prohibited by this Indenture or (C)
         provisions arising or agreed to in the ordinary course of business not
         relating to any Indebtedness that do not, individually or in the
         aggregate, detract from the value of property or assets of the Company
         or any of its Restricted Subsidiaries in any manner material to the
         Company or any of its Restricted Subsidiaries;

                  (j)      restrictions contained in the terms of Purchase Money
         Indebtedness or Capitalized Lease Obligations not incurred in violation
         of this Indenture; provided that such restrictions relate only to the
         property financed with such Indebtedness, and restrictions contained in
         the terms of any other Indebtedness not incurred in violation of this
         Indenture;

                  (k)      provisions in agreements or instruments which
         prohibit the payment of dividends or the making of other distributions
         with respect to any Capital Stock of a Person other than on a pro rata
         basis; and

                  (l)      an agreement governing Indebtedness incurred to
         Refinance the Indebtedness issued, assumed or incurred pursuant to an
         agreement referred to in clauses (b) through (f) above; provided,
         however, that the provisions relating to such encumbrance or
         restriction contained in any such Indebtedness are no less favorable to
         the Company in any material respect as determined by the Board of
         Directors of the Company in their reasonable and good faith judgment
         than the provisions relating to such encumbrance or restriction
         contained in agreements referred to in such clauses (b) through (f).

                  Nothing contained in this Section 4.8 shall prevent the
Company or any of its Restricted Subsidiaries from creating, incurring, assuming
or suffering to exist any Liens otherwise permitted in Section 4.12 hereof.

Section 4.9.               Limitation on Incurrence of Additional Indebtedness.

                  (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness) or permit any Restricted
Subsidiary to issue any Preferred Stock; provided, however, that the Company or
any of its Restricted Subsidiaries may incur Indebtedness (including, without
limitation, Acquired Indebtedness) and any Restricted Subsidiary may issue
Preferred Stock, if on the date of the incurrence of such Indebtedness or the
issuance of such Preferred Stock, after giving effect to the incurrence or
issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is
greater than 2.25 to 1.0.

                                      -56-

<PAGE>

                  (b)      Neither the Company nor any Guarantor shall incur,
directly or indirectly, any Indebtedness which is or purports to be by its terms
(or by the terms of any agreement governing such Indebtedness) subordinated to
any other Indebtedness of the Company or any Guarantor, 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 or the
Guarantee of such Guarantor, to the same extent and in the same manner as such
Indebtedness is subordinated to such other Indebtedness.

                  (c)      In addition to the limitation imposed by paragraph
(a) of this Section 4.9, any issuance of Notes in excess of $300.0 million shall
be subject to the further requirements that (a) at least 75% of the net proceeds
of such issuance shall be applied to either (i) finance Improvements to the
Collateral or (ii) refinance Indebtedness incurred by the Company to finance
Improvements to the Collateral, (b) the Mortgages shall be amended prior to or
contemporaneously with such additional issuance to increase the maximum amount
secured by the Mortgages by an amount equal to the aggregate principal amount of
the additional issuance of Notes less the aggregate principal amount of Notes
theretofore redeemed, discharged, defeased or repurchased and (c) the Company
shall, at its sole cost and expense, have performed all acts and executed any
and all documents (including, without limitation, the authorization of any
financing statement and continuation statement) for filing under the provisions
of the Uniform Commercial Code or under any other statute, rule or regulation of
any applicable federal, state or local jurisdiction, including any filings in
local real estate land record offices, which are necessary or reasonably
requested by the Trustee in order to grant and confirm the validity, perfection
and first priority (subject to Permitted Liens) of the Liens in favor of the
Trustee for the benefit of the Holders on such additional Collateral.

Section 4.10.              Limitation on Asset Sales.

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

                  (1)      the Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the fair market value of the assets sold or
         otherwise disposed of (as determined in good faith by the Company's
         Board of Directors);

                  (2)      at least 75% (or 100% in the case of an Asset Sale of
         Collateral) of the consideration received by the Company or the
         Restricted Subsidiary, as the case may be, from such Asset Sale shall
         be in the form of cash or Cash Equivalents and is received at the time
         of such disposition (provided that (A) the amount of any liabilities of
         the Company or any such Restricted Subsidiary (other than liabilities
         that are by their terms subordinated to the Notes or any Guarantee
         thereof) that are assumed by the transferee of any such assets and (B)
         any securities or other obligations received by the Company or any such
         Restricted Subsidiary in exchange for any such assets (other than
         assets which constitute Collateral) that are converted into cash within
         180 days after the consummation of such Asset Sale (to the extent of
         the cash received) shall be deemed to be cash for purposes of this
         provision); and

                                      -57-

<PAGE>

                  (3)      upon the consummation of an Asset Sale, the Company
         shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds relating to such Asset Sale within 360 days of receipt thereof
         either:

                           (A)      to the extent such Asset Sale involves
                  assets that do not constitute Collateral, to (i) prepay any
                  Secured Indebtedness and, in the case of any Secured
                  Indebtedness under any revolving credit facility, effect a
                  permanent reduction in the availability under such revolving
                  credit facility and/or (ii) make a Permitted Investment;

                           (B)      to make an investment in properties and
                  assets that replace the properties and assets that were the
                  subject of such Asset Sale or in properties and assets
                  (including Capital Stock) that will be used in the business of
                  the Company and its Restricted Subsidiaries as existing on the
                  Issue Date or in businesses reasonably related thereto
                  ("Replacement Assets"); provided that any Replacement Assets
                  acquired with any Net Cash Proceeds of an Asset Sale of
                  Collateral (which shall consist of Real Property, equipment or
                  other fixed assets) shall be owned by the Company or a
                  Guarantor and shall not be subject to any Liens other than
                  Permitted Liens and the Company or such Guarantor, as the case
                  may be, shall execute and deliver to the Trustee such Security
                  Documents or other instruments as shall be reasonably
                  necessary to cause such Replacement Assets to become subject
                  to the Lien of the applicable Security Documents; and/or

                           (C)      a combination of prepayment and investment
                  permitted by the foregoing clauses (3)(A) and (3)(B).

                  (b)      On the 361st day after an Asset Sale (a "Net Proceeds
Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not
been applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) (each a "Net Proceeds Offer
Amount") shall be applied by the Company or such Restricted Subsidiary to make
an offer to purchase (a "Net Proceeds Offer") on a date (a "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at an offer price in cash
equal to 100% of the principal amount of the Notes to be purchased, plus accrued
and unpaid interest thereon, if any, to the date of purchase (subject to the
right of Holders of record on a record date to receive interest on the relevant
interest payment date in accordance with the procedures set forth herein);
provided, however, that if at any time any non-cash consideration received by
the Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale which does not involve Collateral is converted
into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then such conversion or
disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this Section 4.10.
Pending application of the Net Cash Proceeds, the Net Cash Proceeds from Asset
Sales of Collateral shall be deposited in the Collateral Account. To the extent
that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is
less than the Net Proceeds Offer Amount, the Company may apply any remaining Net
Cash Proceeds to any purpose consistent with this Indenture and, following the
consummation of each Net Proceeds Offer, the Net Proceeds Offer Amount shall be
reset to zero.

                                      -58-

<PAGE>

                  (c)      The Company may defer the Net Proceeds Offer until
there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess
of $10 million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10
million, shall be applied as required pursuant to the preceding paragraph).

                  (d)      Notwithstanding paragraphs (a) and (b) of this
Section 4.10, the Company and its Restricted Subsidiaries will be permitted to
consummate an Asset Sale without complying with such paragraphs to the extent
that:

                  (1)      the consideration for such Asset Sale constitutes
         Replacement Assets; and

                  (2)      such Asset Sale is for fair market value; provided
         that to the extent such Asset Sale consists of Collateral, the
         Replacement Assets shall be owned by the Company or a Guarantor and
         shall not be subject to any Liens other than Permitted Liens and the
         Company or such Guarantor shall execute and deliver to the Trustee such
         Security Documents or other instruments as shall be reasonably
         necessary to cause such property or assets to become subject to the
         Lien of the applicable Security Documents.

                  (e)      The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue thereof.

Section 4.11.              Limitations on Transactions with Affiliates.

                  (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $5.0
million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, such approval to be evidenced by a
Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $15.0 million, the Company or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Company or the relevant Restricted
Subsidiary, as the case

                                      -59-

<PAGE>

may be, from a financial point of view, from an Independent Financial Advisor
and file the same with the Trustee.

                  (b)      The restrictions set forth in paragraph (a) of this
Section 4.11 shall not apply to:

                  (1)      fees and compensation paid to and indemnity provided
         on behalf of, officers, directors, employees or consultants of the
         Company or any Restricted Subsidiary of the Company as determined in
         good faith by the Company's Board of Directors or senior management;

                  (2)      transactions exclusively between or among the Company
         and any of its Restricted Subsidiaries or exclusively between or among
         such Restricted Subsidiaries;

                  (3)      any agreement as in effect as of the Issue Date or
         any amendment thereto or any transaction contemplated thereby
         (including pursuant to any amendment thereto) or any replacement
         agreement thereto so long as any such amendment or replacement
         agreement is not more disadvantageous to the Holders in any material
         respect than the original agreement as in effect on the Issue Date;

                  (4)      Restricted Payments permitted by this Indenture;

                  (5)      loans or advances in the ordinary course of business
         to officers, directors or employees of the Company or any Restricted
         Subsidiary including advances for travel and moving expenses;

                  (6)      any employment, severance or termination agreement
         entered into by the Company or any of its Restricted Subsidiaries in
         the ordinary course of business;

                  (7)      transactions with customers, suppliers or purchasers
         or sellers of goods or services which are fair to the Company and its
         Restricted Subsidiaries in the reasonable determination of the Board of
         Directors of the Company;

                  (8)      issuance of Qualified Capital Stock of the Company
         and the granting of registration rights with respect to that Qualified
         Capital Stock; and

                  (9)      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.

Section 4.12.              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 any Liens of any kind against

                                      -60-

<PAGE>

or upon any property or assets of the Company or any of its Restricted
Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom (other than a preferred return granted to a joint
venture partner in a joint venture), in each case other than Permitted Liens,
except that the Company and its Restricted Subsidiaries may incur Liens on
property or assets that are not Collateral if (i) in the case of any such Liens
securing Indebtedness that is expressly subordinate or junior in right of
payment to the Notes, the Notes are secured by a Lien on such property or assets
that is senior in priority to such Liens and (ii) in the case of all other such
Liens, the Notes are equally and ratably secured. In the event that the Lien the
existence of which gives rise to a Lien securing the Notes or a Guarantee
pursuant to the foregoing exception ceases to exist, the Lien securing the Notes
or a Guarantee required by the foregoing exception shall automatically be
released and the Trustee shall execute appropriate documentation as requested by
the Company.

Section 4.13.              Continued Existence.

                  Subject to Article V hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate or other existence and the corporate or other existence of each
Guarantor in accordance with the organizational documents (as the same may be
amended from time to time) of the Company or such Guarantor and (ii) the
material rights (charter and statutory), licenses and franchises of the Company
or such Guarantor, except to the extent that the applicable Board of Directors
determines in good faith that the preservation of such right, license or
franchise is no longer necessary or desirable in the conduct of the business of
the Company and the Guarantors taken as a whole.

Section 4.14.              Insurance Matters.

                  The Company shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Company, are adequate and appropriate for the conduct
of the business of the Company and its 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 reasonable, good
faith opinion of the Company, for corporations similarly situated in the
industry, unless the failure to provide such insurance (together with all other
such failures) would not have a material adverse effect on the financial
condition or results of operations of the Company and its Restricted
Subsidiaries, taken as a whole.

Section 4.15.              Offer to Repurchase upon Change of Control.

                  Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes (a
"Change of Control Offer") at a Purchase Price in cash equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest
and Additional Interest, if any, thereon to the Purchase Date. The Change of
Control Offer shall be made in compliance with the applicable procedures set
forth in Article III hereof and shall include all instructions and materials
necessary to enable Holders to tender their Notes.

                                      -61-

<PAGE>

                  The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

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

Section 4.16.              Additional Subsidiary Guarantees.

                  If the Company acquires or creates a Restricted Subsidiary
that is not a Foreign Restricted Subsidiary, such Restricted Subsidiary shall
execute and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company's obligations under the Notes and
this Indenture on the terms set forth in this Indenture. Thereafter, such
Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Section 4.17.              Conduct of Business.

                  The Company and its Restricted Subsidiaries will not engage in
any businesses which are not the same, similar, ancillary or reasonably related
to the businesses in which the Company and its Restricted Subsidiaries are
engaged on the Issue Date.

Section 4.18.              Payments for Consent.

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

Section 4.19.              Events of Loss.

                  (a) In the event of an Event of Loss with respect to any
         Collateral, the Company or the affected Restricted Subsidiary, as the
         case may be, shall apply the Net Loss Proceeds with respect to such
         Collateral from such Event of Loss within 360 days after receipt, at
         its option:

         (1)               to the rebuilding, repair, replacement or
         construction of improvements to the affected property (the "Subject
         Property"), all of which shall constitute Collateral;

                                      -62-

<PAGE>

         (2)               to make capital expenditures with respect to
         Collateral or to acquire properties or assets that will constitute
         Collateral and be used or useful in the Permitted Business of the
         Company or any of its Restricted Subsidiaries; provided that any
         Collateral acquired with any Net Loss Proceeds shall be owned by the
         Company or a Guarantor and shall not be subject to any Liens other than
         Permitted Liens and the Company or such Guarantor, as the case may be,
         shall execute and deliver to the Trustee such Collateral Documents or
         other instruments as shall be reasonably necessary to cause such
         property or assets to become subject to the Lien of the applicable
         Collateral Documents; and/or

         (3)               a combination of the applications permitted by the
         foregoing clauses (a)(1) and (a)(2).

provided that if during such 360-day period the Company or a Restricted
Subsidiary enters into a definitive agreement committing it to apply such Net
Loss Proceeds in accordance with the requirements of clause (1) or (2) or if the
application of such Net Loss Proceeds is part of a project authorized by the
Board of Directors in good faith that will take longer than 360 days to
complete, and such project has begun, such 360-day period will be extended with
respect to the amount of Net Loss Proceeds so committed until required to be
paid in accordance with such agreement (or, if earlier, until termination of
such agreement) or until completion of such project, as the case may be. Pending
application of any Net Loss Proceeds, the Net Loss Proceeds from Events of Loss
with respect to Collateral shall be deposited in the Collateral Account.

                  (b) Any such Net Loss Proceeds from an Event of Loss that are
not applied or invested as provided in the first sentence of the preceding
paragraph prior to the 361st day after the Event of Loss (the "Loss Proceeds
Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." When
the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Company
will make an offer to purchase (a "Loss Proceeds Offer") on a date (the "Loss
Proceeds Offer Payment Date") not less than 30 nor more than 45 days following
the applicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata
basis, that amount of Notes equal to the amount of such Excess Loss Proceeds
(the "Loss Proceeds Offer Amount") at an offer price in cash in an amount equal
to 100% of the principal amount of Notes to be purchased, plus accrued and
unpaid interest thereon, if any, to the date of purchase (subject to the right
of Holders of record on a record date to receive interest on the relevant
interest payment date in accordance with the procedures set forth herein).

                  (c) If the aggregate principal amount of Notes surrendered by
Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the
Trustee shall select the Notes to be purchased on a pro rata basis. Pending
application of the Net Loss Proceeds, the Net Loss Proceeds from Events of Loss
with respect to any Collateral shall be deposited in the Collateral Account. To
the extent that the aggregate amount of Notes tendered pursuant to a Loss
Proceeds Offer is less than the Loss Proceeds Offer Amount, the Company may
apply any remaining Net Loss Proceeds to any purpose consistent with this
Indenture and, following the consummation of each Loss Proceeds Offer, the Loss
Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the
contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior
to the expiration of 360 days after the occurrence of an Event of Loss.

                                      -63-

<PAGE>

                  (d) The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection
with the repurchase of the Notes pursuant to a Loss Proceeds Offer. To the
extent that the provisions of any applicable securities laws or regulations
conflict with the provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.19 by virtue thereof.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.               Merger, Consolidation and Sale of Assets.

                  The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary 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 Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                  (1)      either:

                           (a)      the Company shall be the surviving or
                  continuing corporation; or

                           (b)      the Person (if other than the Company)
                  formed by such consolidation or into which the Company is
                  merged or the Person which acquires by sale, assignment,
                  transfer, lease, conveyance or other disposition the
                  properties and assets of the Company and of the Company's
                  Restricted Subsidiaries substantially as an entirety (the
                  "Surviving Entity"):

                                    (x)      shall be a corporation organized
                           and validly existing under the laws of the United
                           States or any state thereof or the District of
                           Columbia; and

                                    (y)      shall expressly assume, by
                           supplemental indenture (in form 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, this
                           Indenture and the Registration Rights Agreement on
                           the part of the Company to be performed or observed,
                           and shall cause such amendments, supplements or other
                           instruments to be executed, filed and recorded in
                           such jurisdictions as may be required by applicable
                           law to preserve and protect the Lien on the
                           Collateral owned by or transferred to the Surviving
                           Entity, together with such financing statements as
                           may be required to perfect any security interests in
                           such Collat-

                                      -64-

<PAGE>

                           eral which may be perfected by the filing of a
                           financing statement under the Uniform Commercial Code
                           of the relevant states;

                  (2)      immediately after giving effect to such transaction
         and the assumption contemplated by clause (1)(b)(y) above (including
         giving effect to any Indebtedness and Acquired Indebtedness 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 (other than Permitted Indebtedness)
         pursuant to Section 4.9 hereof;

                  (3)      immediately after giving effect to such transaction
         and the assumption contemplated by clause (1)(b)(y) above (including,
         without limitation, giving effect to any Indebtedness and Acquired
         Indebtedness incurred and any Lien granted in connection with or in
         respect of the transaction), no Default or Event of Default shall have
         occurred or be continuing; and

                  (4)      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.

                  For purposes of the foregoing, (i) the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted 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; (ii) the Company, if surviving, shall be
automatically discharged from all its obligations under this Indenture, the
Notes and the Security Documents; and (iii) any Collateral transferred to the
Surviving Entity shall (a) continue to constitute Collateral under this
Indenture and the Security Documents, (b) be subject to the Lien in favor of the
Trustee for the benefit of the Holders, and (c) not be subject to any Lien other
than Permitted Liens.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Notes with the same effect as if such Surviving Entity
had been named as such.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10
hereof) will not, and the Company will not cause or permit any Guarantor to,
consolidate with or merge with or into any Person other than the Company or any
other Guarantor unless:

                  (1)      the entity formed by or surviving any such
         consolidation or merger (if other than the Guarantor) or to which such
         sale, lease, conveyance or other disposition shall have

                                      -65-

<PAGE>

         been made is a corporation organized and existing under the laws of the
         United States or any state thereof or the District of Columbia;

                  (2)      such entity assumes by supplemental indenture all of
         the obligations of the Guarantor on the Guarantee, and shall cause such
         amendments, supplements or other instruments to be filed and recorded
         in such jurisdictions as may be required by applicable law to preserve
         and protect the Lien on the Collateral owned by or transferred to the
         Surviving Entity, together with such financing statements as may be
         required to perfect any security interests in such Collateral which may
         be perfected by the filing of a financing statement under the Uniform
         Commercial Code of the relevant states;

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

                  (4)      immediately after giving effect to such transaction
         and the use of any net proceeds therefrom on a pro forma basis, the
         Company could satisfy the provisions of clause (2) of the first
         paragraph of this Section 5.1.

                  Any merger or consolidation of a Guarantor with and into the
Company (with the Company being the Surviving Entity) or another Guarantor that
is a Wholly Owned Restricted Subsidiary of the Company need only comply with
clause (4) of the first paragraph of this Section 5.1. The Collateral owned by
such Guarantor or surviving Person, as the case may be, (a) shall be subject to
a Lien in favor of the Trustee for the benefit of the Holders; and (b) shall not
be subject to any Lien, other than Permitted Liens.

Section 5.2.               Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1 hereof, the Surviving Entity shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving
Entity had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal, Purchase Price or Redemption Price of or interest or Additional
Interest, if any, on the Notes except in the case of a sale of all of the
Company's assets that meets the requirements of Section 5.1 hereof.

                                      -66-

<PAGE>

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.               Events of Default.

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

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

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

                  (c)      a default in the observance or performance of any
         other covenant or agreement contained herein or in the Security
         Documents which default continues for a period of 45 days after the
         Company receives written notice specifying the default (and demanding
         that such default be remedied and stating that such notice is a "Notice
         of Default") from the Trustee or the Holders of at least 25% of the
         outstanding principal amount of the Notes (except in the case of a
         default with respect to Section 5.1 hereof, which will constitute an
         Event of Default with such notice requirement but without such passage
         of time requirement);

                  (d)      the failure to pay at final maturity (giving effect
         to any applicable grace periods and any extensions thereof) the stated
         principal amount of any Indebtedness of the Company or any Restricted
         Subsidiary of the Company (other than a Foreign Restricted Subsidiary
         that is not a Significant Subsidiary), or the acceleration of the final
         stated maturity of any such Indebtedness (which acceleration is not
         rescinded, annulled or otherwise cured within 20 days of receipt by the
         Company or such Restricted Subsidiary of notice of any such
         acceleration) if the aggregate principal amount of such Indebtedness,
         together with the principal amount of any other such Indebtedness in
         default for failure to pay principal at final stated maturity or which
         has been accelerated (in each case with respect to which the 20-day
         period described above has elapsed), aggregates $15.0 million or more
         at any time;

                  (e)      one or more judgments (not covered by insurance as to
         which the carrier has assumed the defense or acknowledged coverage) in
         an aggregate amount in excess of $15.0 million shall have been rendered
         against the Company or any Restricted Subsidiary of the Company (other
         than a Foreign Restricted Subsidiary that is not a Significant
         Subsidiary) and such judgments remain undischarged, unpaid or unstayed
         for a period of 60 days after such judgment or judgments become final
         and non-appealable;

                  (f)      the Company or any Significant Subsidiary of the
         Company:

                           (i)      commences a voluntary case under any
                  Bankruptcy Law,

                                      -67-

<PAGE>

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

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

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

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

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

                           (i)      is for relief in an involuntary case against
                  the Company or any Significant Subsidiary of the Company;

                           (ii)     appoints a custodian or receiver of the
                  Company or any Significant Subsidiary or for all or
                  substantially all of the property of any of the foregoing;

                           (iii)    orders the liquidation of the Company or any
                  of its Significant Subsidiaries;

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

                  (h)      any Security Document shall cease to be in full force
         and effect, or cease to be effective in all material respects to grant
         a perfected Lien on the Collateral with the priority purported to be
         created thereby for 30 days after notice by the Trustee or the Holders
         of at least 25% of the outstanding principal amount of the Notes to the
         Company; or

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

Section 6.2.               Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to the
Company) shall occur and be continuing, the Trustee or the Holders of at least
25% in principal amount of outstanding Notes may declare the principal of and
accrued and unpaid interest on all the Notes to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration" (the "Acceleration Notice"),
and the same shall become immediately due and payable.

                  Notwithstanding the foregoing, if an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof occurs and is continuing
with respect to the Company, then all unpaid principal of

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and premium, if any, and accrued and unpaid interest on all of the outstanding
Notes shall ipso facto become and be due and payable without any declaration or
act on the part of the Trustee or any Holder.

                  The Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Company and the
Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel
such declaration and its consequences:

                  (1)      if the rescission would not conflict with any
         judgment or decree;

                  (2)      if all existing Events of Default have been cured or
         waived except nonpayment of principal or interest that has become due
         solely because of the acceleration;

                  (3)      to the extent the payment of such interest is lawful,
         if interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                  (4)      if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances; and

                  (5)      in the event of the cure or waiver of an Event of
         Default of the type described in clause (f) or (g) of Section 6.1
         hereof, the Trustee shall have received an Officers' Certificate and an
         Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

Section 6.3.               Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, interest or Additional Interest, if any, on the Notes or to enforce the
performance of any provision of the Notes, this Indenture or the Security
Documents.

                  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, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.4.               Waiver of Past Defaults.

                  The Holders of a majority in principal amount of the Notes may
waive any existing Default or Event of Default under this Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Notes. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this

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<PAGE>

Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.5.               Control by Majority.

                  Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be prejudicial to the rights of other Holders of Notes
or that may subject the Trustee to personal liability and shall be entitled to
the benefit of Sections 7.1(c)(iii) and (e) hereof.

Section 6.6.               Limitation on Suits.

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

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

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

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

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

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

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

Section 6.7.               Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the
respective due dates thereon (including in connection with an offer to
repurchase), 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
written consent of such Holder.

Section 6.8.               Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.l(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the

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<PAGE>

Company for the whole amount of principal of, premium and Additional Interest,
if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and Additional Interest, if any,
and such further amounts as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expense, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.9.               Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents (including
accountants, experts or such other processionals as the Trustee deems necessary,
advisable or appropriate) and counsel and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.              Priorities.

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

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.7 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, Purchase Price, Redemption Price and Additional
         Interest, if any, and interest, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes for
         principal, Purchase Price, Redemption Price and Additional Interest, if
         any, and interest, respectively; and

                                      -71-

<PAGE>

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

The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.              Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.               Duties of Trustee.

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

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

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

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, without investigation, as to the truth or the
         statements and the correctness of the opinions expressed therein, upon
         and statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture.

However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform on their face to the requirements of this Indenture.

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

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<PAGE>

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

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

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

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                  (e)      The Trustee is hereby authorized and directed by the
Company and the Noteholders to enter into the Collateral Access Agreement, or
any amendment, restatement, supplement, renewal, replacement or other
modification thereof entered into in accordance with the terms of this
Indenture. The Trustee is also hereby authorized and directed by the Company and
the Noteholder to enter into Intercreditor Agreements from time to time, or any
amendment, restatement, supplement, renewal, replacement or other modification
thereof entered into in accordance with the terms of this Indenture.

                  (f)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
shall be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity reasonably satisfactory
to it against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

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

Section 7.2.               Rights of Trustee.

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

                  (b)      Before the Trustee acts or refrain from acting, it
may require an Officer's Certificate or an Opinion of Counsel or both. 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. The
Trustee may consult with counsel of its own selection and the written advice of
such counsel and Opinions of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

                  (c)      The Trustee may act through its attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate and shall not be responsible for

                                      -73-

<PAGE>

the misconduct or negligence of any attorney, accountant, expert or other such
professional appointed with due care.

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

                  (e)      Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficiently evidenced by a written order signed by two Officers of the Company.

                  (f)      The Trustee shall not be charged with knowledge of
any Default or Event of Default under Section 6.1 hereof (other than under
Section 6.1(a) (subject to the following sentence) or Section 6.1(b) hereof)
unless either (i) a Responsible Officer shall have actual knowledge thereof, or
(ii) the Trustee shall have received notice thereof in accordance with Section
15.2 hereof from the Company or any Holder of the Notes. The Trustee shall not
be charged with knowledge of the Company's obligation to pay Additional
Interest, or the cessation of such obligation, unless the Trustee receives
written notice thereof from the Company or any Holder.

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

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

Section 7.3.               Individual Rights of Trustee.

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

Section 7.4.               Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Company's use of the proceeds from the Notes
or any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital

                                      -74-

<PAGE>

herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.

Section 7.5.               Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default in
payment on any Note (including the failure to make a mandatory repurchase
pursuant hereto), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.6.               Reports by Trustee to Holder of the Notes.

                  Within 60 days after each February 15 beginning with February
15, 2004, and for so long as Notes remain outstanding, the Trustee shall mail to
the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b). The Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

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

Section 7.7.               Compensation, Reimbursement and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Company
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by or on behalf of it in addition to the compensation
for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's attorneys, accountants, experts and
such other professionals as the Trustee deems necessary, advisable or
appropriate.

                  The Company shall indemnify the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture (including its
duties under Section 9.6 hereof), including the costs and expenses of enforcing
this Indenture or any Guarantee against the Company or a Guarantor (including
this Section 7.7) and defending itself against or investigating any claim
(whether asserted by the Company, any Guarantor, any Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense is
caused by its own negligence or willful misconduct. The Trustee

                                      -75-

<PAGE>

shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend any claim or threatened
claim asserted against the Trustee, and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                  The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal,
Redemption Price or Purchase Price of or Additional Interest, if any, or
interest on, particular Notes. Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) hereof occurs, the expenses
and the compensation for the services (including the reasonable fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.8.               Replacement of Trustee.

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

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

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

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

                  (c)      a custodian, receiver or public officer takes charge
         of the Trustee or its property for the purpose of rehabilitation,
         conversation or liquidation; or

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
out-

                                      -76-

<PAGE>

standing Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

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

                  If the Trustee, after written request by any Holder of a Note
who has been a bona fide holder of a Note or Notes for at least six months,
fails to comply with Section 7.10 hereof, such Holder of a Note may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, 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. The Company shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.9.               Successor Trustee by Merger, Etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee.

Section 7.10.              Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

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

Section 7.11.              Preferential Collection of Claims Against Company.

                  The Trustee is subject to 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.

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                                 ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.               Option to Effect Legal Defeasance or Covenant
                           Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.2.               Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, 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 the "outstanding" only
for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
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:

                  (a)      the rights of Holders to receive payments in respect
         of the principal of, premium, if any, and interest on the Notes when
         such payments are due;

                  (b)      the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payments;

                  (c)      the rights, powers, trust, duties and immunities of
         the Trustee and the Company's obligations in connection therewith; and

                  (d)      the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3 hereof.

Section 8.3.               Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 3.9, 3.10, 4.5, 4.7
through 4.12, 4.13 (except with respect to the corporate existence of the
Company) and 4.14 through 4.19 hereof, both inclusive, and Section 5.1(2) with
respect to the outstanding Notes on and after the

                                      -78-

<PAGE>

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, 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 of Default under Section 6.1
hereof, but, except as specified above the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.1 hereof of the option applicable to this Section 8.3, subject
to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections
6.1(c) through 6.1(i) hereof shall not constitute Events of Default.

Section 8.4.               Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders cash in U.S. dollars,
         U.S. Government Securities, or a combination thereof, in such amounts
         as will be sufficient, in the opinion of a nationally recognized firm
         of independent public accountants selected by the Company, 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;

                  (2)      in the case of Legal Defeasance, the Company shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that:

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

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

         in either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders 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;

                                      -79-

<PAGE>

                  (3)      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
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such Covenant Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                  (4)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default or
         an Event of Default resulting from the borrowing of funds to be applied
         to such deposit and the grant of any Lien securing such borrowings);

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under,
         this Indenture (other than a Default or an Event of Default resulting
         from the borrowing of funds to be applied to such deposit and the grant
         of any Lien securing such borrowings) or any other material agreement
         or instrument to which the Company or any of its Subsidiaries is a
         party or by which the Company or any of its Subsidiaries is bound;

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

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

                  (8)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy of the Company between the date of deposit and the 91st day
         following the date of deposit and that no Holder is an insider of the
         Company, after the 91st day following the date of deposit, the trust
         funds will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally.

                  Notwithstanding the foregoing, the opinion of counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in
                  Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6 hereof, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes

                                      -80-

<PAGE>

shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal or Redemption Price of, and Additional Interest, if any,
interest on, the Notes, that such money need not be segregated from other funds
except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Securities deposited pursuant to Section 8.4 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 VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.6.               Repayment to the Company.

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

Section 8.7.               Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture, and the
Notes and the Guarantees shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the
Company makes any payment with respect to any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                      -81-

<PAGE>

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.               Without Consent of Holders of Notes.

                  Notwithstanding Section 9.2 of this Indenture, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture, the
Notes, any Security Document or any Intercreditor Agreement or any other
agreement or instrument entered into by it in connection with this Indenture,
the Notes or the Security Documents without the consent of any Holder of a Note:

                  (a)      to cure any ambiguity, defect or inconsistency so
         long as such change does not, in the opinion of the Trustee (which
         opinion may be formulated in reliance on such evidence as the Trustee
         deems appropriate, including, without limitation, solely on an opinion
         of counsel), adversely affect the rights of any of the Holders in any
         material respect.

                  (b)      to provide for uncertificated notes in addition to or
         in place of certificated Notes;

                  (c)      to provide for the assumption of the Company's
         obligations to the Holders of the Notes in the case of a merger or
         consolidation or sale of all or substantially all of the Company's
         assets pursuant to Article V hereof;

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

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

                  (f)      to enter into a supplemental indenture to provide for
         the issuance of Additional Notes.

                  Upon the request of the Company, accompanied by a resolution
of the Board (evidenced by an Officers' Certificate) authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents described in Section 7.2 hereof, the Trustee shall join with
the Company in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.2.               With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture, the Notes, the Security
Documents and the Intercreditor Agreements and

                                      -82-

<PAGE>

any other agreement or instrument entered into by it in connection with this
Indenture, the Notes or the Security Documents with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and
6.7 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes).

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

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

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

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

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

                  (5)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of
         and interest on such Holder's Note or Notes 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 Notes to waive Defaults or Events
         of Default;

                  (6)      after the Company's obligation to purchase Notes
         arises hereunder, amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control, or make and consummate a Net
         Proceeds Offer with respect to any Asset Sale that has been consummated
         or make and consummate a Loss Proceeds Offer with respect to any Event
         of Loss that has occurred or, after such Change of Control has
         occurred, such Asset Sale has been consummated, or such Event of Loss
         has occurred, as the case may be, modify any of the provisions or
         definitions with respect thereto;

                  (7)      subordinate the Notes or any Guarantee to any other
         Indebtedness; or

                  (8)      except as otherwise permitted herein, release any
         Guarantee or substantially all of the Collateral.

                  Upon the written request of the Company accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers'
Certificate and an

                                      -83-

<PAGE>

opinion of counsel, the Trustee shall join with the Company in the execution of
such amended or supplemental indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.

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

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

Section 9.3.               Compliance with Trust Indenture Act.

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

Section 9.4.               Revocation and Effect of Consents.

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

Section 9.5.               Notation on or Exchange of Notes.

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

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

Section 9.6.               Trustee to Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall be provided with, in
addition to the documents required by Sections 15.4 and 15.5 hereof, and,
subject to Section 7.1, shall be fully protected in relying upon, an

                                      -84-

<PAGE>

Officers' Certificate and an Opinion of Counsel stating that (i) the execution
of such amended or supplemental indenture is authorized or permitted by this
Indenture, (ii) no Event of Default shall occur as a result of the execution of
such Officers' Certificate or the delivery of such Opinion of Counsel and (iii)
the amended or supplemental indenture complies with the terms of this Indenture.

                                   ARTICLE X.

                        COLLATERAL AND SECURITY DOCUMENTS

Section 10.1.              Security Documents.

                  (a)      As general and continuing collateral security for the
due satisfaction of all Obligations of the Company and its Restricted
Subsidiaries, if any, under this Indenture, the Notes and the Guarantees and the
due performance by the Company and its Restricted Subsidiaries, if any, of their
other Obligations hereunder and thereunder, the Company has entered into, and
any such Restricted Subsidiary and the Company, to the extent required by
Section 4.10, 4.12 or 4.19 hereof, may enter into, Security Documents to grant
Liens (subject to Permitted Liens) on the Collateral.

                  (b)      The Company represents, covenants and agrees that it
has and, to the extent required hereunder, its Restricted Subsidiaries shall at
all times have, full right, power and lawful authority to grant, bargain, sell,
release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the
property constituting the Collateral pursuant to the Security Document to which
such Persons are party, free and clear of all Liens (other than Permitted
Liens), and that (i) it will forever warrant and defend the title to the same
against the claims of all Persons (except as to Permitted Liens), (ii) it and
such of its Restricted Subsidiaries, as applicable, will execute, acknowledge
and deliver to the Trustee such further assignments, transfers, assurances or
other instruments as the Trustee may reasonably require and (iii) it and such of
its Restricted Subsidiaries, as applicable, will do or cause to be done all such
acts as may be reasonably required by the Trustee, to confirm to the Trustee
such Lien on the Collateral, or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
the Security Documents, this Indenture and the Notes. The Company further
covenants and agrees that each Security Document, as applicable, creates or will
create (when delivered) a valid first-ranking Lien (subject to Permitted Liens)
on the Collateral subject thereto.

Section 10.2.              Recording.

                  (a)      The Company shall cause, at the Company's expense,
this Indenture and each Security Document, and all amendments or supplements
thereto, to be registered, recorded and filed and/or re-recorded and/or re-filed
and/or renewed in such manner and in such place or places, if any, as may be
reasonably required by the Trustee in order to preserve, protect and maintain
the perfected first-ranking Liens (subject to Permitted Liens) created by the
Security Documents on the Collateral. The Company shall pay all mortgage,
mortgage recording, stamp, intangible or other similar taxes, charges or fees
required to be paid by any Authority under applicable Legal Requirements in
connection with the execution, delivery, recordation, filing, perfection or
enforcement of any of the Security Documents.

                                      -85-

<PAGE>

                  (b)      The Company shall furnish to the Trustee on February
15 of each year, beginning February 15, 2004, an Opinion or Opinions of Counsel,
dated as of such date, either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and re-filing of (x) this Indenture, the Security
Documents and all supplemental indentures and amendments thereto, and (y)
financing statements, continuation statements or other instruments of further
assurances, as is necessary to maintain the Lien created by each such Security
Document and reciting the details of such action or referring to prior Opinions
of Counsel in which such details are given, and stating that all financing
statements and continuation statements have been executed and filed that are
necessary to perfect such Lien, or stating that, in the opinion of such counsel,
no such action is necessary to maintain such Liens.

Section 10.3.              Possession of the Collateral.

                  (a)      Until the occurrence of an Event of Default, the
Company or the relevant Restricted Subsidiary may possess, manage, operate and
enjoy, as applicable, the Collateral in accordance with the terms of this
Indenture, the Notes, the Guarantees and the Security Documents.

                  (b)      Notwithstanding the foregoing, all amounts received
by the Trustee as proceeds of any part of the Collateral (including Net Cash
Proceeds in the case of an Asset Sale and Net Loss Proceeds in the case of an
Event of Loss) and all amounts of money, securities, letters of credit and other
evidences of indebtedness deposited with or held by the Trustee in accordance
with this Indenture and any Security Document shall be held by the Trustee as
security for the Obligations of the Company and the Guarantors, if any, under
this Indenture, the Notes, any Guarantees and the Security Documents until
applied in accordance with the terms of this Indenture.

Section 10.4.              Suits to Protect the Collateral.

                           The Trustee shall have power to institute in its name
and to maintain such suits and proceedings as it may deem expedient to prevent
any impairment of the Collateral by any acts which may be unlawful or in
violation of this Indenture or any of the Security Documents, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral and in the
principal, interest, issues, profits, rents, revenues and other income arising
therefrom, including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid, if the enforcement of, or compliance with, such enactment, rule or
order would impair the security hereunder or under any of the Security
Documents, or be prejudicial to the interests of the Holders or the Trustee.

Section 10.5.              Release of Collateral.

                  (a)      The Trustee shall not at any time release Collateral
from the Liens created by this Indenture and the Security Documents unless such
release is in accordance with the provisions of this Indenture and the Security
Documents.

                  (b)      The release of any Collateral from the Lien of the
Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and

                                      -86-

<PAGE>

to the extent the Collateral is released pursuant to this Indenture and the
Security Documents. To the extent applicable, the Company shall comply with TIA
Section 314(d) relating to the release of property from the Lien of the Security
Documents and relating to the substitution therefor of any property to be
subjected to the Lien of the Security Documents. Any certificate or opinion
required by TIA Section 314(d) may be made by an Officer of the Company, except
in cases where TIA Section 314(d) requires that such certificate or opinion be
made by an independent person, which person shall be an independent engineer,
appraiser or other expert selected by the Company.

Section 10.6.              Specified Releases of Collateral.

                  (a)      Satisfaction and Discharge; Defeasance. The Company
shall be entitled to obtain a full release of all of the Collateral from the
Liens of this Indenture and of the Security Documents upon payment in full of
all principal, premium, if any, interest and Additional Interest, if any, on the
Notes and of all other Obligations for the payment of money due and owing to the
Trustee or the Holders under this Indenture, the Notes, the Guarantees and the
Security Documents, or upon compliance with the conditions precedent set forth
in Article VIII hereof for Legal Defeasance or Covenant Defeasance. Upon such
payment or upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel, each to the effect that such conditions
precedent have been complied with (and which may be the same Officers'
Certificate and Opinion of Counsel required by Article VIII hereof), together
with such documentation, if any, as may be required by the TIA (including,
without limitation, TIA Section 314(d)) or reasonably required by the Trustee
prior to the release of such Collateral, the Trustee shall forthwith take all
action that is necessary or reasonably requested by the Company (in each case at
the expense of the Company) to release and reconvey to the Company without
recourse all of the Collateral, and shall deliver such Collateral in its
possession to the Company and shall execute and deliver to the Company releases
and satisfactions, in recordable form, to the extent reasonably requested by the
Company.

                  (b)      Releases of Collateral in Connection with Asset
Sales. The Company shall be entitled to obtain a release of, and the Trustee
shall release, items of Collateral subject to an Asset Sale (other than Trust
Monies constituting Net Cash Proceeds from an Asset Sale of Collateral, which
Trust Monies are subject to release from the Lien of the Security Documents as
provided under Article XII hereof) (the "Released Collateral") upon compliance
with the conditions precedent that the Company shall have delivered to the
Trustee the following:

                  (i)      a notice from the Company requesting release of
         Released Collateral (a "Company Notice") and

                  (A)      specifically describing the proposed Released
         Collateral,

                  (B)      specifying the fair market value of such Released
         Collateral on a date within 60 days of the Company Notice,

                  (C)      stating that the consideration to be received is at
         least equal to the fair market value of the Released Collateral,

                                      -87-

<PAGE>

                  (D)      stating that the release of such Released Collateral
         shall not materially and adversely impair the value of the remaining
         Collateral, taken as a whole,

                  (E)      confirming the sale of, or an agreement to sell, such
         Released Collateral in a bona fide sale,

                  (F)      certifying that such Asset Sale complies with the
         terms and conditions of this Indenture, including, without limitation,
         Section 4.10 hereof, and

                  (G)      in the event that there is to be a substitution of
         property for the Collateral subject to the Asset Sale, specifying the
         property intended to be substituted for the Collateral to be disposed
         of;

                  (ii)     an Officers' Certificate certifying that

                  (A)      such sale complies with the terms and conditions of
         this Indenture, including, without limitation, Section 4.10 hereof,

                  (B)      all Net Cash Proceeds from the sale of any of the
         Released Collateral shall be deposited in the Collateral Account, to be
         applied in accordance herewith, including Section 4.10 hereof, and

                  (C)      all conditions precedent in this Indenture and the
         Security Documents to such release have been complied with;

                  (iii)    the Net Cash Proceeds and other property received as
         consideration from the Asset Sale, together with such instruments of
         conveyance, assignment and transfer, if any, as may be necessary to
         subject to the Lien of this Indenture and the Security Documents all
         the right, title and interest of the Company in and to such property
         (to the extent required by this Indenture and the Security Documents);

                  (iv)     all documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         by the Trustee of the Released Collateral, and, in the event there is
         to be a substitution of property for the Collateral subject to the
         Asset Sale, all documentation required by the TIA to effect the
         substitution of such new Collateral and to subject such new Collateral
         to the Lien of the relevant Security Documents, and all documents
         required by Section 10.1 hereof with respect to such new Collateral;

                  (v)      an Opinion of Counsel substantially to the effect
         that (A) any obligation included in the consideration for any Released
         Collateral and to be received by the Trustee as Collateral pursuant to
         Section 12.4(d) is a valid and binding obligation enforceable in
         accordance with its terms subject to customary exceptions regarding
         equitable principles, creditors' rights generally and bankruptcy and is
         subject to a perfected Lien under the Security Documents, (B) the
         Company has corporate power to own all property included in the
         consideration for such release, and (C) all conditions precedent herein
         and under any of the Security Documents relating to the release of such
         Collateral have been complied with; and

                                      -88-

<PAGE>

                  (vi)     if the Collateral to be released is only a portion of
         a discrete parcel of Real Property, an Opinion of Counsel or an
         endorsement to any title insurance policy insuring the Lien in favor of
         the Trustee created by a Mortgage on such Mortgaged Property confirming
         that after such release, the Lien of such Mortgage continues unimpaired
         as a first priority perfected Lien upon the remaining Mortgaged
         Property, subject only to Permitted Liens.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed to the
Company without recourse the Released Collateral and shall deliver any such
Released Collateral in its possession to the Company and shall execute and
deliver to the Company at the Company's expense releases and satisfactions, in
recordable form, to the extent reasonably requested by the Company.

                  (c)      Releases of Collateral in Connection with Events of
Loss. The Company shall be entitled to obtain a release of, and the Trustee
shall release, items of Collateral subject to an Event of Loss (other than Trust
Monies constituting Net Loss Proceeds from an Event of Loss with respect to
Collateral, which Trust Monies are subject to release from the Lien of the
Security Documents as provided under Article XII hereof) upon compliance with
the conditions precedent that the Company shall have delivered to the Trustee
the following:

                  (i)      an Officers' Certificate of the Company certifying
         that

                  (A)      such Collateral is the subject of an Event of Loss
         and the amount of the Net Loss Proceeds received in connection
         therewith;

                  (B)      if applicable, that such property has been taken by
         Condemnation;

                  (C)      in the case of a taking by Condemnation, that the
         award for the property so taken has become final and that an appeal
         from such award is not advisable in the interests of the Company or the
         Holders; and

                  (D)      that all conditions precedent herein and in the
         Security Documents provided for relating to such release have been
         complied with;

                  (ii)     the Net Loss Proceeds to be held as Trust Monies
         subject to the disposition thereof pursuant to Article XII hereof; and

                  (iii)    all documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         of Collateral by the Trustee.

                  In any proceedings for the Condemnation of any Collateral, the
Trustee may be represented by counsel who may be counsel for the Company.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed without
recourse to the Company the Collateral which is the subject of such Event of
Loss, and shall deliver such Collateral in its possession to the Company and
shall execute and deliver to the Company at the Company's expense releases and
satisfactions, in recordable form, to the extent reasonably requested by the
Company.

                                      -89-

<PAGE>

Section 10.7.              Disposition of Collateral Without Release.

                  Notwithstanding the provisions of Sections 10.5 and 10.6
hereof and the Security Documents and subject to Sections 10.8 and 15.1 hereof,
the Company may, without any prior release or consent by the Trustee:

                  (i)      sell or otherwise dispose in any transaction or
         series of related transactions of any Collateral that may be defective
         or may have become worn out, defective or obsolete or is not used or
         useful in the operation of the Company;

                  (ii)     alter, repair, replace, change the location or
         position of and add to its plants, structures, machinery, systems,
         equipment, fixtures and appurtenances constituting Collateral;
         provided, however, that no change in the location of any such
         Collateral subject to the Lien of any of the Security Documents shall
         be made unless the Trustee receives not less than 30 days' prior
         written notice of such change;

                  (iii)    subject to the provisions of the Security Documents,
         abandon, terminate, cancel, release or make alterations in or
         substitutions of any leases, contracts or rights-of-way subject to the
         Lien of the Security Documents;

                  (iv)     grant a non-exclusive license of any interest in or
         right to intellectual property included in Collateral; or

                  (v)      abandon any interest in or right to intellectual
         property included in Collateral.

Nothing in this Article X shall limit the right of each of the Company and the
Restricted Subsidiaries to sell, lease or otherwise deal in or dispose of its
property or assets that do not constitute Collateral, subject only to the
provisions of Article IV hereof.

Section 10.8.              Sufficiency of Release.

                  All purchasers and grantees of any property or rights
purporting to be released shall be entitled to rely upon any release executed by
the Trustee hereunder as sufficient for the purpose of this Indenture and as
constituting a good and valid release of the property therein described from the
Lien of this Indenture and of the Security Documents.

Section 10.9.              Actions by the Trustee.

                  Subject to the provisions of the Security Documents and
Article VIII, the Trustee may in its sole discretion and without the consent of
the Holders take all actions it deems necessary or appropriate in order to (i)
enforce any of the terms of the Security Documents and (ii) to collect and
receive all amounts payable in respect of the obligations of the Company and any
Guarantors under the Security Documents and this Indenture. The Trustee shall
have the power to institute and maintain such suits and proceedings as it may
deem expedient in order to prevent any impairment of the Collateral by any act
that may be unlawful or in violation of this Indenture or the Security
Documents, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and those of the

                                      -90-

<PAGE>

Holders in the Collateral. No duty beyond that set forth in Section 7.1 is
imposed on the Trustee pursuant to this Section 10.9.

                                   ARTICLE XI

                                    GUARANTEE

Section 11.1.              Unconditional Guarantee.

                  Each Guarantor hereby unconditionally guarantees (such
guarantee to be referred to herein as a "Guarantee"), on a senior basis jointly
and severally, to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that: (i) the principal of
and interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal, if any, and interest on any interest, to the
extent lawful, of the Notes and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 11.3. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

                                      -91-

<PAGE>

Section 11.2.              Severability.

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

Section 11.3.              Limitation of Guarantor's Liability.

                  Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 11.5, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 11.4.              Release of Guarantor.

                  (a)      The Guarantee and any obligations of a Guarantor
under any Security Document to which it is a party and any Lien created by such
Guarantor under any such Security Documents will be automatically and
unconditionally released without any action on the part of the Trustee or the
Holders of the Notes: (1) in connection with any sale or other disposition of
all or substantially all of the assets of that Guarantor (including, without
limitation, by way of merger or consolidation), if the Company applies the Net
Cash Proceeds of that sale or other disposition in accordance with the
applicable provisions of this Indenture; (2) in connection with any sale of all
of the Capital Stock of that Guarantor, if the Company applies the Net Cash
Proceeds of that sale in accordance with the applicable provisions of this
Indenture; (3) if the Company designates that Guarantor as an Unrestricted
Subsidiary in accordance with the applicable provisions of this Indenture; or
(4) upon the payment in full of the Notes.

                  In addition, concurrently with any Legal Defeasance or
Covenant Defeasance, the Guarantors shall be released from all of their
Obligations under their respective applicable Guarantees.

                  (b)      The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 11.4.

Section 11.5.              Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets (as
defined below) of each

                                      -92-

<PAGE>

Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Guarantor's obligations
with respect to the Guarantee. "Adjusted Net Assets" of such Guarantor at any
date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under the Guarantee, of such Guarantor at such date and
(y) the present fair salable value of the assets of such Guarantor at such date
exceeds the amount that will be required to pay the probable liability of such
Guarantor on its debts (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), excluding debt in respect of the
Guarantee of such Guarantor, as they become absolute and matured.

Section 11.6.              Waiver of Subrogation.

                  Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 11.6 is knowingly made in contemplation of such
benefits.

Section 11.7.              Execution of Guarantee.

                  To evidence their guarantee to the Holders set forth in this
Article XI, the Guarantors hereby agree to execute the Guarantee in
substantially the form attached hereto as Exhibit C, which shall be endorsed on
each Note ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guarantee set forth in this Article XI shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf
of each Guarantor by one of its authorized Officers prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note

                                      -93-

<PAGE>

nevertheless may be authenticated and delivered or disposed of as though the
Person who signed the Guarantee had not ceased to be such officer of the
Guarantor.

Section 11.8.              Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive each such Guarantor
from performing its Guarantee as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
each such Guarantor hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE XII.

                               COLLATERAL ACCOUNT

Section 12.1.              Collateral Account.

                  On the Issue Date there shall be established and, at all times
hereafter until the Obligations of the Company under this Indenture, the Notes
and the Security Documents are discharged or defeased in accordance with this
Indenture, there shall be maintained by the Company with the Trustee, the
Collateral Account. The Collateral Account shall be established and maintained
with the Trustee at its Corporate Trust Office and designated in the name of
Anchor Glass Container Corporation, subject to the security interest in favor of
the Trustee. All Trust Monies received by the Trustee shall be deposited in the
Collateral Account and thereafter shall be held by and under the control of the
Trustee for its benefit and for the benefit of the Holders as a part of the
Collateral and, upon any entry upon or sale or other disposition of the
Collateral or any part thereof pursuant to any of the Security Documents, said
Trust Monies shall be applied in accordance with Section 6.10 hereof; but prior
to any such entry, sale or other disposition, all or any part of the Trust
Monies held by the Trustee may be withdrawn, and shall be released, paid or
applied by the Trustee in accordance with the terms of this Article XII.

Section 12.2.              Withdrawal of Net Loss Proceeds.

                  To the extent that any Trust Monies consist of Net Loss
Proceeds, such Trust Monies may be withdrawn by the Company and shall be paid by
the Trustee upon a Company Request delivered to the Trustee to be applied for
any purpose permitted by Section 4.19 upon receipt by the Trustee of the
following:

                  (a)      An Officers' Certificate, dated not more than 30 days
         prior to the date of the application for the withdrawal and payment of
         such Trust Monies setting forth:

                                      -94-

<PAGE>

                           (i)      that such funds are being used in accordance
                  with Section 4.19 for the purposes briefly described in such
                  Officers' Certificate; and

                           (ii)     that all conditions precedent herein
                  provided for relating to such withdrawal and application have
                  been complied with;

                  (b)      All documentation required under the TIA (including,
         without limitation, TIA Section 314(d));

                  xx

                  (c)      an Opinion of Counsel substantially to the effect
         that:

                           (i)      upon the basis of the accompanying documents
                  specified in this Section 12.2, all conditions precedent
                  herein provided for relating to such withdrawal and
                  application have been complied with; and

                           (ii)     that the relevant Security Documents create
                  a Lien in favor of the Trustee and, to the extent that such
                  Lien is a security interest in any such Collateral that may be
                  perfected under the relevant UCC, that such security interest
                  in such Collateral is perfected.

Upon compliance with the foregoing provisions of this Section 12.2 and Section
12.1 hereof, the Trustee shall, upon receipt of a Company request, pay to the
Company or its designee an amount of Net Loss Proceeds constituting Trust Monies
equal to the amount stated in the Officers' Certificate required by clause (i)
of paragraph (a) of this Section 12.2.

Section 12.3.              Withdrawal of Net Cash Proceeds to Fund an Asset Sale
                           Offer.

                  To the extent that any Trust Monies consist of Net Cash
Proceeds of Collateral received by the Trustee pursuant to the provisions of
Section 4.10 hereof and an Asset Sale Offer has been made in accordance
therewith, such Trust Monies may be withdrawn by the Company and shall be paid
by the Trustee to the Paying Agent for application in accordance with Section
4.10 hereof upon a Company Notice to the Trustee and upon receipt by the Trustee
of the following:

                  (a)      An Officers' Certificate, dated not more than three
         Business Days prior to the Asset Sale Offer Payment Date stating:

                           (i)      that no Event of Default shall have occurred
                  and be continuing after giving effect to such application;

                           (ii)     (x) that such Trust Monies constitute Net
                  Cash Proceeds of Collateral, (y) that pursuant to and in
                  accordance with Section 4.10 hereof, the Company has made an
                  Asset Sale Offer and (z) the amount of Net Cash Proceeds to be
                  applied to the repurchase of the Notes pursuant to the Asset
                  Sale Offer;

                           (iii)    the Net Proceeds Offer Payment Date; and

                                      -95-

<PAGE>

                           (iv)     that all conditions precedent herein
                  provided for relating to such application of Trust Monies have
                  been complied with; and

                  (b)      All documentation, if any, required under TIA
         Section 314(d).

                  Upon compliance with the foregoing provisions of this Section
12.3, the Trustee shall apply the Trust Monies as directed and specified by such
Company Notice, subject to Section 4.10 hereof.

Section 12.4.              Withdrawal of Trust Monies for Investment in
                           Replacement Assets.

                  In the event the Company intends to reinvest Net Cash Proceeds
of an Asset Sale of Collateral in Replacement Assets (the "Released Trust
Monies"), such Net Cash Proceeds constituting Trust Monies may be withdrawn by
the Company and shall be paid by the Trustee to the Company upon receipt by the
Trustee of the following:

                  (a)      A Notice signed by the Company which shall (i) refer
         to this Section 12.4, and (ii) describe with particularity the
         Replacement Assets to be invested in with respect to the Released Trust
         Monies;

                  (b)      An Officers' Certificate certifying that (i) such
         Trust Monies constitute Net Cash Proceeds of Collateral, and (ii) all
         conditions precedent herein to such release have been complied with;

                  (c)      All documentation required under the TIA (including,
         without limitation, TIA Section 314(d));

                  (d)      If the Replacement Asset is Real Property, the
         Company or the appropriate Guarantor shall also deliver to the Trustee:

                           (i)      a Mortgage or an amendment to an existing
                  Mortgage in recordable form sufficient for the Lien thereof to
                  cover such Real Property which, if the Real Property is a
                  leasehold or easement interest, shall include normal and
                  customary provisions with respect thereto and evidence of the
                  filing of all such financing statements and other instruments
                  as may be necessary to perfect such Liens;

                           (ii)     a policy of title insurance (or a commitment
                  to issue title insurance) insuring that the Lien of any
                  applicable Mortgage constitutes a valid and perfected mortgage
                  Lien on such Real Property (subject to no Liens other than
                  Permitted Liens) in an aggregate amount not less than the then
                  fair market value of such Real Property, together with an
                  Officers' Certificate stating that any specific exceptions to
                  such title insurance are Permitted Liens;

                           (iii)    in the event the fair market value of the
                  Real Property is in excess of $1,000,000, a survey with
                  respect thereto; and

                                      -96-

<PAGE>

                           (iv)     evidence of payment or a closing statement
                  indicating payments to be made by the Company or the
                  appropriate Guarantor of all title premiums, recording
                  charges, and/or transfer taxes, if any, and other costs and
                  expenses, including reasonable legal fees and disbursements of
                  one counsel for the Trustee (and any local counsel), that may
                  be incurred to validly and effectively subject such Real
                  Property to the Lien of any applicable Security Document to
                  perfect such Lien;

                  (e)      If the Replacement Asset is personal property
         constituting Collateral, the Company or the appropriate Guarantor shall
         deliver to the Trustee:

                           (i)      a Security Document or an amendment to an
                  existing Security Document and such financing statements and
                  other instruments, if any, necessary to create and perfect the
                  Lien of any applicable Security Document on such personal
                  property interest; and

                           (ii)     evidence of payment or a closing statement
                  indicating payments to be made by the Company or the
                  appropriate Guarantor of all filing fees, recording charges
                  and/or transfer taxes, if any, and other costs and expenses,
                  including reasonable legal fees and disbursements of one
                  counsel for the Trustee (and any local counsel), that may be
                  incurred to validly and effectively subject the Replacement
                  Asset to the Lien of any Security Document; and

                  (f)      An Opinion of Counsel substantially to the effect
         that:

                           (i)      all conditions precedent herein provided for
                  relating to such application of Trust Monies have been
                  complied with; and

                           (ii)     to the extent that such Replacement Assets
                  constitute Collateral and were acquired with Net Cash Proceeds
                  of Collateral, the relevant Security Documents create a Lien
                  in favor of the Trustee on such Replacement Assets and, to the
                  extent that such Lien is a security interest in any such
                  Replacement Assets that may be perfected under the relevant
                  UCC, that such security interest in such Replacement Assets is
                  perfected.

                  Upon compliance with the foregoing provisions, the Trustee
shall apply the Released Trust Monies as directed and specified by the Company.

Section 12.5.              Investment of Trust Monies.

                  So long as no Default or Event of Default shall have occurred
and be continuing, all or any part of any Trust Monies held by the Trustee shall
from time to time be invested or reinvested by the Trustee in any Cash
Equivalents pursuant to a Company request in the form of an Officers'
Certificate, which shall specify the Cash Equivalents in which such Trust Monies
shall be invested and shall certify that such investments constitute Cash
Equivalents and the Trustee shall sell any such Cash Equivalent only upon
receipt of such a Company request specifying the particular Cash Equivalent to
be sold. So long as no Default or Event of Default shall have occurred and be
continuing, any interest or

                                      -97-

<PAGE>

dividends accrued, earned or paid on such Cash Equivalents (in excess of any
accrued interest or dividends paid at the time of purchase) that may be received
by the Trustee shall be forthwith paid to the Company. Such Cash Equivalents
shall be held by the Trustee as a part of the Collateral, subject to the same
provisions hereof as the cash used by it to purchase such Cash Equivalents.

                  The Trustee shall not be liable or responsible for any loss
resulting from such investments or sales except only for its own negligent
action, its own negligent failure to act or its own willful misconduct in
complying with this Section 12.5.

Section 12.6.              Use of Trust Monies.

                  The Trustee shall apply Trust Monies not required to be
applied to fund a Net Proceeds Offer or a Loss Proceeds Offer to such purposes
and in such manner that is not prohibited by this Indenture (including, without
limitation, to the payment of the principal of, premium, and interest on, any
Notes, on any Redemption Date or the Maturity Date or to the redemption thereof
or the purchase thereof upon tender or in the open market or at private sale or
upon any exchange or in any one or more of such ways, including, without
limitation, pursuant to a Change of Control Offer), as the Company shall request
in writing, upon receipt by the Trustee of the following:

                  (a)      an Officers' Certificate, dated not more than ten
         Business Days prior to the date of the relevant application stating

                           (i)      that no Default or Event of Default exists
                  unless such Default or Event of Default would be cured
                  thereby; and

                           (ii)     that all conditions precedent herein
                  provided for relating to such application of Trust Monies have
                  been complied with; and

                  (b)      an Opinion of Counsel stating all conditions
         precedent herein provided for relating to such application of Trust
         Monies have been complied with.

                  Upon compliance with the foregoing provisions of this Section
12.6 the Trustee shall apply Trust Monies as directed and specified by the
Company in such requests.

                  Such Trust Monies and any cash deposited with the Trustee for
the payment of accrued interest shall not, after compliance with the foregoing
provisions of this Section, be deemed to be part of the Collateral or Trust
Monies.

Section 12.7.              Disposition of Notes Retired.

                  All Notes received by the Trustee and for whose purchase Trust
Monies are applied under Section 12.6 hereof, if not otherwise canceled, shall
be promptly delivered to the Trustee for cancellation and destruction in
accordance with the Trustee's customary procedures.

                                      -98-

<PAGE>

                                  ARTICLE XIII.

                      COVENANTS SPECIFIC TO THE COLLATERAL

Section 13.1.              Permitted Liens on Collateral.

                  (a)      The Liens described in the definition of "Permitted
Liens" shall constitute Permitted Liens in respect of Collateral so long as, in
the case of Liens described below, such Liens satisfy the further qualifications
and limitations set forth below:

                  (1)      Any Lien of the type described in clause (1) of the
         definition of Permitted Liens; provided, however, that such proceedings
         shall stay the sale or forfeiture of any portion of the Collateral on
         account of such Lien;

                  (2)      Any Lien of the type described in clause (2) of the
         definition of Permitted Liens; provided, however, that such contest is
         being contested by appropriate proceedings and such proceedings shall
         stay the sale or forfeiture of any portion of the Collateral on account
         of such Lien;

                  (3)      Any Lien of the type described in clause (5) of the
         definition of Permitted Liens affecting any parcel of real property;
         provided, however, that such charges or encumbrances shall in no event
         (i) secure Indebtedness, and (ii) individually or in the aggregate
         materially impair the value or marketability of such real property;

                  (4)      Liens of the type described in clause (6) of the
         definition of Permitted Liens; provided, however, that prior to
         granting any Lien securing Priming Indebtedness, the Company shall
         provide to the Trustee an Officers' Certificate stating that the Lien
         has been, or will be, created in accordance with the terms of this
         Indenture and designating the Collateral upon which it intends to grant
         a Lien or Liens securing such Priming Indebtedness;

                  (5)      Liens of the type described in clause (14) of the
         definition of Permitted Liens; provided, however, that such leases,
         subleases, licenses and sublicenses do not materially impair the use or
         the value of the property subject thereto; and

                  (6)      Liens of the type described in clause (18) of the
         definition of Permitted Liens; provided, however, that such Liens are
         described on Schedule 2 or 3 hereto or in an exception in a title
         insurance policy insuring the Lien of a Mortgage on the Issue Date.

Section 13.2.              Obligations with Respect to Leases and Material
                           Contracts.

                  (a)      Subject to the provisions of Section 4.12 hereof, if
the Company or a Restricted Subsidiary shall be permitted to enter into any
lease or sublease with respect to any of the Mortgaged Property, the Company or
such Restricted Subsidiary shall not (i) execute any assignment of any such
assigned lease or sublease or of the rents or any part thereof other than
pursuant to the applicable Security Document or (ii) enter into or modify any
such assigned lease in any fashion which will (x) interfere in any material
respect with the ordinary operation of such Mortgaged Property or

                                      -99-

<PAGE>

(y) materially and adversely affect the value of such Mortgaged Property or the
security provided by the applicable Security Document, without the prior written
consent of the Trustee.

                  (b)      The Company shall notify the Trustee annually, within
90 days from the end of each of its fiscal years, of the existence of any and
all leases or leasing contracts in respect of any part of the Collateral.

Section 13.3.              Maintenance of Mortgaged Properties.

                  The Company and its Restricted Subsidiaries shall, at all
times, make or cause to be made such expenditures by means of renewals,
replacements, repairs, maintenance or otherwise as shall be necessary to
maintain, preserve and keep the Mortgaged Properties in good working order,
condition and repair (ordinary wear and tear excepted), in a state of good
operating efficiency, and shall not commit any waste on or with respect to the
Mortgaged Properties that has the effect of reducing materially the value of
such Collateral or any other property of the Company or its Restricted
Subsidiaries constituting Collateral.

Section 13.4.              Payment of Taxes, Assessments: Compliance with Law.

                  (a)      From and after the occurrence and during the
continuance of an Event of Default, the Company shall pay directly to the
Trustee for deposit into the Collateral Account, on the first day of each month,
an amount reasonably estimated by the Trustee to be equal to one-twelfth
(1/12th) of the annual taxes, assessments and other items required to be
discharged by the Company with respect to the Mortgaged Properties. Such amounts
shall be held by the Trustee in the Collateral Account and (at the time that any
payment is due pursuant to subsection (a) above) the Trustee shall release an
amount to make such payment and to apply such amount to the payment that is due.
If the amounts so deposited by the Company and its Restricted Subsidiaries into
the Collateral Account under this subjection (b) prove insufficient to pay the
amounts required to be discharged by the Company, then, upon demand, the Company
shall pay directly to the Trustee for deposit into the Collateral Account such
additional amounts. In the event that the Notes become immediately due and
payable upon maturity or acceleration, or the Collateral becomes enforceable
otherwise, the Trustee may apply all or any part of the sums held pursuant to
this subsection (b) to payment and performance of the Company's obligations in
accordance with this Indenture and the applicable Security Document, until such
time, if any, that such acceleration is rescinded in accordance with this
Indenture.

                  (b)      The Company shall maintain and cause each of its
Restricted Subsidiaries that owns a Mortgaged Property to maintain in full force
and effect all material Permits now or hereafter required by any Authority
(including, without limitation, building ordinances and codes and zoning
requirements to operate or use and occupy the Mortgaged Properties for their
intended uses, except in such cases where the failure to maintain such Permits
would not have a material adverse effect on the condition, use, operation or
value of such Mortgaged Property.

Section 13.5.              Environmental Matters.

                  (a)      The Company shall ensure, and shall cause each of its
Restricted Subsidiaries that owns a Mortgaged Property to ensure, that the
condition of all Mortgaged Property is in compli-

                                     -100-

<PAGE>

ance in all material respects with Environmental Laws, except where the failure
to be in such compliance will not result in a material adverse effect on the
condition, use, operation or value of such Mortgaged Property.

                  (b)      The Company shall, and shall cause each of its
Restricted Subsidiaries that owns a Mortgaged Property to, diligently undertake
any Remedial Action required under Environmental Laws in the event of (i) any
violation of any Environmental Laws or (ii) any Release on any Mortgaged
Property forming part of the Collateral or owned by the Company or its
Restricted Subsidiaries; provided, however, that the Company and such of its
Restricted Subsidiaries shall have no obligations under this paragraph (b) to
the extent any of them is diligently prosecuting a defense or other legal
challenge to any alleged liability or requirement for Remedial Action, or except
where the failure to undertake the Remedial Action will not result in a material
adverse effect on the condition, use, operation or value of such Mortgaged
Property.

                  (c)      The Company hereby undertakes, to the extent
permitted by applicable law, to indemnify the Holders, as well as the Trustee,
their officers, directors, employees, agents and shareholders, and agrees to
hold each of them harmless from and against any and all losses, liabilities,
damages, reasonable costs, expenses and claims of any and every kind whatsoever,
arising out of or related to:

                  (i)      defending any environmental action or matter
         relating to any Mortgaged Property, and

                  (ii)     any cost, liability or damage arising out of the
         disposition or settlement of any environmental action entered into by
         the Trustee relating to any Mortgaged Property that may be paid or
         incurred by the Trustee for, with respect to or as a direct or indirect
         result of (a) the presence in contravention of any Environmental Law
         (or any order of any Authority given to the Company or such of its
         Restricted Subsidiaries) on or under, or the Release from such
         Mortgaged Property and (b) a failure on the part of the Company and its
         Restricted Subsidiaries to comply with any Environmental Laws.

                  The provisions of any undertakings and indemnifications set
out in this Section 13.5 shall survive the satisfaction of the Company's
obligations under the Notes, and its release from all other obligations under
this Indenture and the Security Documents. Notwithstanding the foregoing, the
indemnity provided by the Company and its Restricted Subsidiaries pursuant to
this Section 13.5(e) shall not apply to any liabilities or costs caused by the
gross negligence, willful misconduct or bad faith of the Trustee.

Section 13.6.              Event of Loss.

                  If there shall occur any Event of Loss or the commencement of
proceedings relating to any Condemnation that constitutes an Event of Loss or
that affects Mortgaged Property that has a fair market value exceeding
$1,000,000, the Company shall immediately notify the Trustee upon receiving
notice of such Event of Loss or the commencement of such proceedings therefor.

                                     -101-

<PAGE>

Section 13.7.              Required Insurance Policies.

                  The Company shall maintain in full force the insurance
coverages in respect of the Collateral required by this Section 13.7 as follows:

                  (a)      Policies to be Maintained: The Company shall take out
         and maintain at all times the following policies of insurance relating
         to the Mortgaged Properties and their operation with financially sound
         and reputable insurers:

                           (i)      "All Risks" Property Insurance: Property
                  insurance on an "all risks" basis against physical loss of,
                  damage to or impairment of the material improvements,
                  machinery and equipment by fire and other risks and hazards
                  covered by a standard extended coverage insurance policy
                  (including, without limitation, broad from property damage),
                  riot and civil commotion, vandalism and malicious mischief (as
                  well as burglary and theft if not covered by a separate
                  insurance policy, and wind storm insurance with respect to
                  Mortgaged Properties located on the ocean coast), on the "All
                  Risk" or "Special" form, including coverage of the risks of
                  earthquake and flood (with respect to Collateral Properties
                  located in an area having special flood hazards and in which
                  flood insurance has been made available under the national
                  Flood Insurance Act of 1968 (and any amendment or successor
                  act thereto)).

                           (ii)     Business Interruption Insurance: Business
                  interruption insurance written on a gross earnings form to
                  cover the actual loss sustained, including loss of earnings,
                  fixed costs and debt service, resulting from interruption of
                  business operations due to physical loss of, damage to or
                  impairment of any material improvements, machinery and
                  equipment.

                           (iii)    Boiler and Machinery Insurance:
                  Comprehensive broad from boiler and machinery insurance to
                  cover physical loss or damage, which insurance shall be for
                  not less than full replacement cost value, with limits and
                  sublimits, if any, consistent with Section 13.8(b) hereof.

                           (iv)     Comprehensive General Liability Insurance:
                  With respect to business conducted at each Mortgaged Property,
                  comprehensive general liability insurance containing minimum
                  limits per occurrence of Five Million Dollars ($5,000,000)
                  covering liability imposed by law upon the insured or assumed
                  by the insured under any contract for damages because of
                  bodily injury or property damage, including in connection with
                  any construction. Such insurance shall include the policy
                  extensions commonly referred to as:

                                    (1)      Blanket written and oral
                           contractual liability;

                                    (2)      Owner's and contractor's protective
                           liability;

                                    (3)      Personal injury liability;

                                     -102-

<PAGE>

                                    (4)      Employer's liability;

                                    (5)      Property damage on a broad form
                           basis;

                                    (6)      Non-owned automobile liability;

                                    (7)      Non-owned watercraft liability;

                                    (8)      Named peril pollution liability,
                           including legal liability for any evacuation; and

                                    (9)      Products and completed operations
                           liability.

                           (v)      Automobile Liability Insurance: Automobile
                  liability insurance on all vehicles owned, leased, hired,
                  operated or licensed by or in the name of the Company for
                  bodily injury, death or property damage, including loss of use
                  thereof.

                  (b)      Deductibles and Multiple Insureds: Deductibles,
         limits and sublimits in connection with any insurance policies required
         under this Section 13.7 whose amounts are not otherwise provided herein
         shall be for such amounts as would be purchased by a prudent Person
         engaged in the business of the Company and similarly situated with the
         Company. If any such policies insure others as well as the Company, it
         will contain a cross-liability or severability of interests clause.

                  (c)      Other Policies to be Maintained:

                  If any insurance required to be maintained by the Company
         under this Section 13.7 is not available on a commercially reasonable
         basis as a result of changes in the insurance market occurring after
         the date hereof, the Company may so advise the Trustee, and the Company
         shall procure such insurance most closely approximating the required
         insurance which is not available at commercial reasonable rates as
         determined by a Person qualified to survey risks and to recommend
         insurance coverage for companies in the business in which the Company
         is engaged that is not an employee, officer or director or Affiliate of
         the Company or any of its Affiliates selected by the Company (an
         "Independent Insurance Expert"), as specified in a certificate of such
         Independent Insurance Expert delivered to the Trustee.

                  (d)      Policy Requirements:

                  (i)      Parties Protected. The Interest of the Trustee under
         this Indenture and as mortgagee and secured creditor in the Collateral
         under the Security Documents shall be noted as loss payee upon all
         property policies taken out by the Company relating to the Mortgaged
         Property required by this Section 13.7.

                  Each of the said policies will contain a waiver of subrogation
         by the insurer against the Trustee.

                                     -103-

<PAGE>

                  (ii)     Notice Requirements in Policies: All insurance
         policies shall provide for sixty days' prior written notice to the
         Trustee of cancellation, termination or material change.

                  (e)      Company's Obligations Concerning Insurance:

                  (i)      Payment of Premiums: The Company shall pay punctually
         all premiums payable for all insurance taken out and maintained by it.

                  (ii)     Delivery of Policies. Renewals and Amendments: The
         Company shall promptly deliver to the Trustee copies of all
         certificates of insurance taken out by it, certified by the insurer or
         its authorized representative in each case.

                  (iii)    Annual Certificate of Insurance: The Company will on
         or before the renewal date of each policy in each year deliver to the
         Trustee certificates of insurance issued by each of its insurers or
         insurance advisor, in customary form, certifying which policies of
         insurance have been obtained or renewed and listing all policies in
         force and stating the following in respect of each such policy:

                           (1)      the policy limits;

                           (2)      the insurance companies or underwriters
                  carrying the insurance;

                           (3)      the effective and expiration dates of the
                  policy; and

                           (4)      that the policy complies with the provisions
                  of Section 13.7(d).

                  (iv)     Compliance with Policy Requirements: The Company
         shall comply with all material requirements of all policies of
         insurance.

                  (f)      No Obligation on Trustee: The Trustee makes no
         representation or warranty as to the sufficiency or adequacy of the
         insurance coverage required to be maintained pursuant to this Section
         13.7. The Trustee shall have no obligation to verify any information or
         statement contained in any certificate or policy delivered to it.

Section 13.8.              Inspection.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, permit authorized representatives of the Trustee to visit and
inspect the Mortgaged Properties, and any or all books, records and documents in
the possession of the Company or such Restricted Subsidiary relating thereto and
to make copies and take extracts therefrom and to visit and inspect the
Collateral, all upon reasonable prior notice and at such reasonable times during
normal business hours and as often as may be reasonably requested; provided,
however, that unless an Event of Default shall have occurred and be continuing,
the Trustee will not do any of the foregoing more than one time per year.

                                     -104-

<PAGE>

                                  ARTICLE XIV.

                           SATISFACTION AND DISCHARGE

Section 14.1.              Satisfaction and Discharge.

                  (a)      This Indenture (and all Liens on Collateral granted
in connection with the issuance of the Notes) will be discharged and will cease
to be of further effect (except as set forth below) and the Trustee at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when:

                  (1)       either:

                           (a)  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

                           (b)  all Notes not theretofore delivered to the
                  Trustee for cancellation have become due and payable or, with
                  respect to the Notes, concurrent or other irrevocable notice
                  of redemption has been given to the Trustee or the Holders
                  fixing a date of redemption within 30 to 60 days of the giving
                  of such notice and the Company has irrevocably deposited or
                  caused to be deposited with the Trustee funds in an amount
                  sufficient to pay and discharge the entire Indebtedness on the
                  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 or redemption, as the case
                  may be, together with irrevocable instructions from the
                  Company directing the Trustee to apply such funds to the
                  payment thereof at maturity or redemption, as the case may be;

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

                  (3)      the Company has delivered to the Trustee an officers'
         certificate and an opinion of counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the Company's
obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 15.2, 15.3 and 15.4,
and the Trustee's and Paying Agent's obligations in Section 14.2 shall survive
until the Notes are no longer outstanding. Thereafter, only the Company's
obligations in Section 7.7 shall survive such satisfaction and discharge.

Section 14.2.              Application of Trust.

                  All money deposited with the Trustee pursuant to Section 14.1
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity in U.S. Government Securi-

                                     -105-

<PAGE>

ties, and applied by the Trustee in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for the payment of which money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

                                   ARTICLE XV.

                                  MISCELLANEOUS

Section 15.1.              Trust Indenture Act Controls.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 15.2.              Notices.

                  Any notice or communication by the Company or the Trustee to
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company:

                           Anchor Glass Container Corporation
                           One Anchor Plaza
                           4343 Anchor Plaza Parkway
                           Tampa, Florida 33634-7513
                           Fax: (813) 882-7859

                  If to the Trustee:

                           The Bank of New York
                           Attention: Corporate Trust Trustee Administration
                           101 Barclay Street, Floor 8W
                           New York, New York 10286
                           Fax: (212) 896-7299

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

                                     -106-

<PAGE>

                  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 answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication 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.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the address
receives it.

                  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 15.3.              Communication by Holders of Notes with Other Holders
                           of Notes.

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

Section 15.4.              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:

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

                  (b)      an Opinion of Counsel in form reasonably satisfactory
         to the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent and covenants have been satisfied.

Section 15.5.              Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

                                     -107-

<PAGE>

                  (b)      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;

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

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

Section 15.6.              Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 15.7.              No Personal Liability of Directors, Officers,
                           Employees and Stockholders.

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

Section 15.8.              Governing Law; Submission to Jurisdiction; Waiver
                           of Jury Trial.

                  THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND
THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES OR THE

                                     -108-

<PAGE>

COMPANY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY, THE TRUSTEE OR ANY
HOLDER OF NOTES IN ANY OTHER JURISDICTION.

Section 15.9.              No Adverse Interpretation of Other Agreements.

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

Section 15.10.             Successors.

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

Section 15.11.             Severability.

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

Section 15.12.             Counterpart Originals.

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

Section 15.13.             Table of Contents, Headings, Etc.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture, which 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.

Section 15.14.             Qualification of Indenture.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Company, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

                         [Signatures on following page]

                                     -109-

<PAGE>

                                       SIGNATURES

                                         ANCHOR GLASS CONTAINER CORPORATION

                                         By: /s/ Darrin J. Campbell
                                             ------------------------------
                                             Name:  Darrin J. Campbell
                                             Title: EVP and CFO

                                         THE BANK OF NEW YORK,
                                            as Trustee

                                         By: /s/ Kisha A. Holder
                                             ------------------------------
                                             Name:  Kisha A. Holder
                                             Title: Assistant Treasurer

                                        S-1

<PAGE>

                                                                       EXHIBIT A

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                       ANCHOR GLASS CONTAINER CORPORATION

                        11% SENIOR SECURED NOTE DUE 2013

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

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

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD 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), (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS
DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
"ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)
TO ANCHOR GLASS CONTAINER

                                      A-1

<PAGE>

CORPORATION 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, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF ANCHOR GLASS CONTAINER CORPORATION SO
REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND ANCHOR GLASS
CONTAINER CORPORATION 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 MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                      A-2

<PAGE>

                       ANCHOR GLASS CONTAINER CORPORATION

                        11% SENIOR SECURED NOTE DUE 2013

                                                 CUSIP No.______________________

No.______________                                $ _____________________________

Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1

                  ANCHOR GLASS CONTAINER CORPORATION, a Delaware corporation
(the "Company," which term includes any successor corporation under the
indenture hereinafter referred to), for value received promises to pay to CEDE &
CO.________________________________________________________________________ or
registered assigns, the principal sum of _____________________ Dollars on
February 15, 2013.

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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.

[SEAL]                                  Dated: February 7, 2003

                                        ANCHOR GLASS CONTAINER CORPORATION

                                        By: ____________________________________
                                            Name:
                                            Title:
                                        By: ____________________________________
                                            Name:
                                            Title:

                                      A-3

<PAGE>

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: ____________________________
    Name:
    Title:

                                      A-4

<PAGE>

                                 (Back of Note)

                        11% Senior Secured Notes due 2013

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 11% per annum from the date of
original issuance until maturity and shall pay Additional Interest pursuant to
Section 4 of the Registration Rights Agreement referred below. The Company will
pay interest and Additional Interest semi-annually on February 15 and August 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Note will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be August
15, 2003. The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue payments of the principal,
Purchase Price and Redemption Price of this Note from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if
any, (without regard to any applicable grace periods) hereon from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest on
the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the
February 1 and August 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. Any such installment of interest or Additional Interest, if
any, not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Interest Payment Date, and may be paid
to the registered Holders at the close of business on a special interest payment
date to be fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders not less than ten days
prior to such special interest payment date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
Notes will be payable as to principal, Redemption Price, Purchase Price,
interest and Additional Interest, if any, at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Additional Interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal, Redemption Price and
Purchase Price of, and interest and Additional Interest (if any) on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent. Such payment shall be in such
coin or currency of the

                                      A-5

<PAGE>

United States of America as at the time of payment is legal tender for payment
of public and private debts.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  4.       Indenture and Guarantees. The Company issued $300
million in aggregate principal amount of the Notes under an Indenture dated as
of February 7, 2003 (the  "Indenture")  between the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are general obligations of the Company.

                  5.       Optional Redemption. The Company may redeem any or
all of the Notes at any time on or after February 15, 2008, upon not less than
30 nor more than 60 days' prior notice in amounts of $1,000 or an integral
multiple thereof at the Redemption Prices (expressed as a percentage of the
principal amount) set forth below, if redeemed during the 12-month period
beginning February 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                        Redemption Price
----                                                        ----------------
<S>                                                         <C>
2008...............................................             105.500%
2009...............................................             103.667%
2010...............................................             101.833%
2011 and thereafter................................             100.000%
</TABLE>

in each case together with accrued and unpaid interest and Additional Interest,
if any, on the Notes redeemed.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable.

                  6.       Special Redemption. In the event the Company
completes one or more Public Equity Offerings on or before February 15, 2006,
the Company, at its option, may use the net cash proceeds from any such Public
Equity Offering to redeem up to 35% of the original principal amount of the
Notes (a "Special Redemption") at a Redemption Price of 111% of the principal
amount, together with accrued and unpaid interest and Additional Interest (if
any), to the date of redemption; provided, however, that at least 65% of the
original principal amount of the Notes will remain outstanding immediately after
any such redemption; and provided, further, that such redemption shall occur
within 90 days after the date of the closing of any such Public Equity Offering.
If less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed either: (1) in compliance
with the requirements of the principal national securities exchange, if any, on
which the

                                      A-6

<PAGE>

Notes are listed; or (2) by lot, only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures).

                  7.       Mandatory Redemption. Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days (or 45 days in the case of mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption as long as the Company has
deposited with the Paying Agent funds in satisfaction of the applicable
redemption price.

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Company shall send by first-class mail a
notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.

                  (b)      On the 361st day after an Asset Sale (the "Net
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) of Section 4.10
of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the "Net
Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less
than 30 nor more than 45 days following the applicable Net Proceeds Offer
Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal
to the Net Proceeds Offer Amount at a price equal to 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest thereon,
if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes will be purchased on a pro rata basis based on the aggregate
amounts of Notes tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro rata basis based on the amount of Notes tendered). A
Net Proceeds Offer shall remain open for a period of 20 business days or such
longer period as may be required by law. The Company may defer the Net Proceeds
Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to
or in excess of $10 million resulting from one or more Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $10 million, shall be applied as required above).

                                      A-7

<PAGE>

                  (c)      Any Net Loss Proceeds from an Event of Loss with
respect to Collateral that are not applied or invested as provided in the first
sentence of paragraph (a) of Section 4.19 of the Indenture prior to the 361st
day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be
deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess
Loss Proceeds exceeds $5.0 million, the Company will make an offer to purchase
(a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not
less than 30 nor more than 45 days following the applicable Loss Proceeds Offer
Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal
to the Loss Proceeds Offer Amount at an offer price in cash in an amount equal
to 100% of the principal amount of Notes to be purchased, plus accrued and
unpaid interest thereon, if any, to the date of purchase (subject to the right
of Holders of record on a record date to receive interest on the relevant
interest payment date in accordance with the procedures set forth herein). If
the aggregate principal amount of Notes surrendered by Holders exceeds the
Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the
Notes to be purchased on a pro rata basis. To the extent that the aggregate
amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the Loss
Proceeds Offer Amount, the Company may apply any remaining Net Loss Proceeds to
any purpose consistent with the Indenture and, following the consummation of
each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero.
Notwithstanding anything to the contrary in the foregoing, the Company may
commence a Loss Proceeds Offer prior to the expiration of 360 days after the
occurrence of an Event of Loss.

                  10.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  11.      Persons Deemed Owners. The registered Holder of a
Note may be treated as its owner for all purposes.

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

                                      A-8

<PAGE>

                  13.      Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
on the Notes; (ii) default in payment when due of stated principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by the Company to comply with any
covenant contained in the Indenture for 45 days after notice to the Company by
the Trustee or the Holders of at least 25% of the aggregate principal amount of
the Notes outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof or (b) results in the acceleration
(which acceleration is not rescinded, annulled or otherwise cured within 20 days
of receipt of notice of any such acceleration) of such Indebtedness prior to its
express maturity and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a default for failure to pay principal at final stated maturity
or the maturity of which has been so accelerated (in each case with respect to
which the 20-day period described above has elapsed), aggregates $15.0 million
or more; (v) certain final judgments for the payment of money that remain
undischarged for a period of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $15.0 million; and (vi) certain events of
bankruptcy or insolvency with respect to the Company or any Significant
Subsidiary of the Company. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the entire principal amount of, and accrued and
unpaid interest and Additional Interest, if any, on the Notes shall become
immediately due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to payment on any Note) if it determines that withholding notice is in
their interest. The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under the Indenture, and
its consequences, except a default in the payment of the principal of, or
interest on any Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

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

                                      A-9

<PAGE>

                  16.      Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest and Additional
Interest, if any, on, the Notes to maturity or a specified Redemption Date and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture, except for certain Sections thereof.

                  19.      Governing Law. The Indenture and Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. The Company hereby irrevocably submits to the jurisdiction
of any New York state court sitting in the Borough of Manhattan in the City of
New York or any Federal court sitting in the Borough of Manhattan in the City of
New York in respect of any suit, action or proceeding arising out of or relating
to the Indenture and the Notes, and irrevocably accept for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid
courts. The Company irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Company in any other jurisdiction.

                  20.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the correctness or accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

                  21.      Registration Rights. Pursuant to the Registration
Rights Agreement, the Company will be obligated upon the occurrence of certain
events to consummate an exchange offer pursuant to which the Holder of this Note
shall have the right to exchange this Series A Note for the Company's 11% Senior
Secured Notes due 2013, Series B, which have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects as the Series A Notes. The Holders shall be entitled to
receive certain payments of Additional Interest 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.

                                      A-10

<PAGE>

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                                    Anchor Glass Container Corporation
                                    One Anchor Plaza
                                    4343 Anchor Plaza Parkway
                                    Tampa, Florida 33634-7513

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

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

         Date: _____________________

                         Your Signature: ______________________________________
                                         (Sign exactly as your name appears on
                                         the face of this Note)

                         Signature Guarantee: _________________________________
                                              (Participant in recognized sign-
                                              ature guarantee medallion program)

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") or Section 4.19 ("Loss Proceeds Offer")
of the Indenture, check the applicable boxes:

[ ] Net Proceeds Offer:  [ ] Change of Control Offer: [ ] Loss Proceeds Offer:

in whole            [ ]  in whole            [ ]      in whole            [ ]

in part             [ ]  in part             [ ]      in part             [ ]

Amount to be             Amount to be                 Amount to be
purchased: $___________  purchased: $___________      purchased: $___________

         Dated: __________________    Signature: _______________________________
                                                 (Sign exactly as your name
                                                 appears on the other side of
                                                 this Note)

         Signature Guarantee: __________________________________________________
                              (Participant in recognized signature guarantee
                              medallion program)

         Social Security Number or
         Taxpayer Identification Number: _______________________________

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                       ANCHOR GLASS CONTAINER CORPORATION

                        11% SENIOR SECURED NOTE DUE 2013

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

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

                                      B-1

<PAGE>

                       ANCHOR GLASS CONTAINER CORPORATION

                        11% SENIOR SECURED NOTE DUE 2013

                                                         CUSIP No._____________
No._______________                                       $_____________________

Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1

                  ANCHOR GLASS CONTAINER CORPORATION, a Delaware corporation
(the "Company," which term includes any successor corporation under the
indenture hereinafter referred to), for value received promises to pay to CEDE &
CO. ______________________________________________ or registered assigns, the
principal sum of _____________________ Dollars on February 15, 2013.

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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.

[SEAL]                                 Dated: February 7, 2003

                                       ANCHOR GLASS CONTAINER CORPORATION

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       By: _____________________________________
                                           Name:
                                           Title:

                                      B-2

<PAGE>

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: _______________________
    Name:
    Title:

                                      B-3

<PAGE>

                                 (Back of Note)

                        11% Senior Secured Notes due 2013

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 11% per annum from the date of
original issuance until maturity. The Company will pay interest semi-annually on
February 15 and August 15 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "Interest Payment Date").
Interest on the Note will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be August 15, 2003. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
payments of the principal, Purchase Price and Redemption Price of this Note from
time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest, if any
(without regard to any applicable grace periods), hereon from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest on
the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the February 1 and August 1 next preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. Any such installment
of interest not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Interest Payment Date, and may be paid
to the registered Holders at the close of business on a special interest payment
date to be fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders not less than ten days
prior to such special interest payment date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
Notes will be payable as to principal, Redemption Price, Purchase Price and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest (if any) on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Trustee or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                                      B-4

<PAGE>

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  4.       Indenture and Guarantees. The Company issued $300
million in aggregate principal amount of the Notes under an Indenture dated as
of February 7, 2003 (the "Indenture") between the Company, the Guarantor and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are general obligations of the Company.

                  5.       Optional Redemption. The Company may redeem any or
all of the Notes at any time on or after February 15, 2008, upon not less than
30 nor more than 60 days' prior notice in amounts of $1,000 or an integral
multiple thereof at the Redemption Prices (expressed as a percentage of the
principal amount) set forth below, if redeemed during the 12-month period
beginning January 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                         Redemption Price
----                                                         ----------------
<S>                                                          <C>
2008...............................................             105.500%
2009...............................................             103.667%
2010...............................................             101.833%
2011 and thereafter................................             100.000%
</TABLE>

in each case together with accrued and unpaid interest, if any, on the Notes
redeemed.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable.

                  6.       Special Redemption. In the event the Company
completes one or more Public Equity Offerings on or before February 15, 2006,
the Company, at its option, may use the net cash proceeds from any such Public
Equity Offering to redeem up to 35% of the original principal amount of the
Notes (a "Special Redemption") at a Redemption Price of 111% of the principal
amount, together with accrued and unpaid interest, if any, to the date of
redemption; provided, however, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after any such
redemption; and provided, further, that such redemption shall occur within 90
days after the date of the closing of any such Public Equity Offering. If less
than all the Notes are to be redeemed, the Trustee will select the particular
Notes or portions thereof to be redeemed either: (1) in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed; or (2) by lot, only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures).

                                      B-5

<PAGE>

                  7.       Mandatory Redemption. Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days (or 45 days in the case of Mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption as long as the Company has
deposited with the Paying Agent funds in satisfaction of the applicable
redemption price.

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase, in accordance with the procedures set
forth in the Indenture. Within 30 days following any Change of Control, the
Company shall send by first-class mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

                  (b)      On the 361st day after an Asset Sale (the "Net
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) of Section 4.10
of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the "Net
Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less
than 30 nor more than 45 days following the applicable Net Proceeds Offer
Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal
to the Net Proceeds Offer Amount at a price equal to 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest thereon,
if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes will be purchased on a pro rata basis based on the aggregate
amounts of Notes tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro rata basis based on the amount of Notes tendered). A
Net Proceeds Offer shall remain open for a period of 20 business days or such
longer period as may be required by law. The Company may defer the Net Proceeds
Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to
or in excess of $10 million resulting from one or more Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $10 million, shall be applied as required above).

                                      B-6

<PAGE>

                  (c)      Any Net Loss Proceeds from an Event of Loss with
respect to Collateral that are not applied or invested as provided in the first
sentence of paragraph (a) of Section 4.19 of the Indenture prior to the 361st
day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be
deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess
Loss Proceeds exceeds $5.0 million, the Company will make an offer to purchase
(a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not
less than 30 nor more than 45 days following the applicable Loss Proceeds Offer
Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal
to the Loss Proceeds Offer Amount at an offer price in cash in an amount equal
to 100% of the principal amount of Notes to be purchased, plus accrued and
unpaid interest thereon, if any, to the date of purchase (subject to the right
of Holders of record on a record date to receive interest on the relevant
interest payment date in accordance with the procedures set forth herein). If
the aggregate principal amount of Notes surrendered by Holders exceeds the
Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the
Notes to be purchased on a pro rata basis. To the extent that the aggregate
amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the Loss
Proceeds Offer Amount, the Company may apply any remaining Net Loss Proceeds to
any purpose consistent with the Indenture and, following the consummation of
each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero.
Notwithstanding anything to the contrary in the foregoing, the Company may
commence a Loss Proceeds Offer prior to the expiration of 360 days after the
occurrence of an Event of Loss.

                  10.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  11.      Persons Deemed Owners. The registered Holder of a
Note may be treated as its owner for all purposes.

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the

                                      B-7

<PAGE>

requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                  13.      Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest, if any, on the Notes;
(ii) default in payment when due of stated principal, Redemption Price or
Purchase Price of the Notes when the same becomes due and payable at maturity,
upon redemption, repurchase or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer); (iii) failure by the Company to comply with any covenant
contained in the Indenture for 45 days after notice to the Company by the
Trustee or the Holders of at least 25% of the aggregate principal amount of the
Notes outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof or (b) results in the acceleration
(which acceleration is not rescinded, annulled or otherwise cured within 20 days
of receipt of notice of any such acceleration) of such Indebtedness prior to its
express maturity and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a default for failure to pay principal at final maturity or the
maturity of which has been so accelerated (in each case with respect to which
the 20-day period described above has elapsed) aggregates $15.0 million or more;
(v) certain final judgments for the payment of money that remain undischarged
for a period of 60 days, provided that the aggregate of all such undischarged
judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or
insolvency with respect to the Company or any Significant Subsidiary of the
Company. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the entire principal amount of, and accrued and unpaid interest and
Additional Interest, if any, on the Notes shall become immediately due and
payable. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes
will become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
payment on any Note) if it determines that withholding notice is in their
interest. The Holders of a majority in principal amount of the Notes may waive
any existing or past Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of, or interest
on any Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

                  15.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason

                                      B-8

<PAGE>

of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

                  16.      Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest and Additional
Interest, if any, on, the Notes to maturity or a specified Redemption Date and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture, except for certain Sections thereof.

                  19.      Governing Law. The Indenture and Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. The Company hereby irrevocably submits to the jurisdiction
of any New York state court sitting in the Borough of Manhattan in the City of
New York or any Federal court sitting in the Borough of Manhattan in the City of
New York in respect of any suit, action or proceeding arising out of or relating
to the Indenture and the Notes, and irrevocably accept for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid
courts. The Company irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Company in any other jurisdiction.

                  20.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the correctness or accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

                                      B-9

<PAGE>

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                                    Anchor Glass Container Corporation
                                    One Anchor Plaza
                                    4343 Anchor Plaza, Parkway
                                    Tampa, Florida 33634-7513

                                      B-10

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

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

   Date: _____________________

                              Your Signature: _________________________________
                                              (Sign exactly as your name appears
                                              on the face of this Note)

         Signature Guarantee: _________________________________________
                              (Participant in recognized signature
                              guarantee medallion program)

                                      B-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") or Section 4.19 ("Loss Proceeds Offer")
of the Indenture, check the applicable boxes:

[ ] Net Proceeds Offer:    [ ] Change of Control Offer: [ ] Loss Proceeds Offer:

in whole            [ ]    in whole            [ ]      in whole            [ ]

in part             [ ]    in part             [ ]      in part             [ ]

Amount to be               Amount to be                 Amount to be
purchased: $___________    purchased: $___________      purchased: $___________

   Dated: __________________       Signature: __________________________________
                                              (Sign exactly as your name appears
                                              on the other side of this Note)

                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number: ______________________________

                                      B-12

<PAGE>

                                                                       EXHIBIT C

                                    GUARANTEE

                  For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Company under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article Eleven of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of this
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of February 20, 2002, among
Anchor Glass Container Corporation, a Delaware corporation, as issuer (the
"Company"), each of the Guarantors named therein and The Bank of New York, as
trustee (the "Trustee") (as amended or supplemented, the "Indenture").

                  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Guarantee.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                       [GUARANTOR]

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      C-1

<PAGE>

                                                                    EXHIBIT D(1)

                        FORM OF REGULATION S CERTIFICATE

                                                      ______________,___________

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Anchor Glass Container Corporation (the "Company")
                           11% Senior Secured Notes due 2013 (the "Notes")

Dear Sirs:

                  This letter relates to U.S. $ ______________ principal amount
at maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of February 7, 2003 relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

                  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 letter have the
meanings set forth in Regulation S).

                                       Very truly yours,

                                       [Name of Holder]

                                        By: ____________________________________
                                            Authorized Signature

                                     D(1)-1

<PAGE>

                                                                    EXHIBIT D(2)

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

                                                  ____________________,_________
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Anchor Glass Container Corporation (the "Company")
                           11% Senior Secured Notes due 2013 (the "Notes")

Dear Sirs:

                  This Certificate relates to $ _____________ principal amount
of Notes held in *____ book-entry or * _____ certificated form by
_____________________(the "Transferor").

                  The Transferor:*

                  [ ] has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

                  [ ] has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                  [ ] Such Note is being acquired for the Transferor's own
account, without transfer.

---------------------------
*  Check applicable box

                                     D(2)-1

<PAGE>

                  [ ] Such Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) in reliance on Rule 144A.

                  [ ] Such Note is being transferred to an "Accredited Investor"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

                  [ ] Such Note is being transferred pursuant to an exemption
from registration in accordance with Regulation S under the Securities Act.

                  [ ] Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act.

                  [ ] Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act.
An Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

                                       Very truly yours,

                                       _________________________________________
                                         INSERT NAME OF TRANSFEROR]

                                       By: _____________________________________
                                           Name:
                                           Title

Date: __________________

                                     D(2)-2

<PAGE>

                                                                       EXHIBIT E

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON QIB ACCREDITED INVESTORS

                                                           ___________,_________

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Anchor Glass Container Corporation (the "Company")
                           11% Senior Secured Notes due 2013 (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of 11% Senior Secured
Notes due 2013 (the "Notes") of the Company, we confirm that:

                  1.       We understand that any subsequent transfer of the
Notes is subject to certain restrictions and conditions set forth in the
Indenture dated as of February 7, 2003 relating to the Notes (the "Indenture")
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").

                  2.       We understand that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred 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 offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two
years after the original issuance of the Notes, we will do so only (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 institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person 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) (F) in accordance with another exemption from
the registration requirements of the Securities, or (G) 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 and in the
Indenture.

                                      E-1

<PAGE>

                  3.       We understand that, on any proposed transfer of any
Notes prior to the later of the original issue date of the Securities and the
last date the Notes were held by an affiliate of the Company pursuant to
paragraphs  2(C), 2(D) and 2(E) above, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed transfer
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

                  4.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) 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 acquiring the Notes for investment
purposes and not with a view to, or offer of sale in connection with, any
distribution in violation of the Securities Act, and we are each able to bear
the economic risk of our or its investment.

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

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

                                       Very truly yours,

                                       (Name of Transferee)

                                        By: ____________________________________
                                            Authorized Signature

                                      E-2

<PAGE>

                                                                       EXHIBIT F

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

                                                             __________,________

The Bank of New York
Attention: Corporate Trust Trustee Administration
101 Barclay Street, Floor 21W
New York, New York 10286

                  Re:      Anchor Glass Container Corporation (the "Company")
                           11% Senior Secured Notes due 2013 (the "Notes")

Dear Sirs:

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

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

                  (2)      at the time the buy order 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;

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

                 (4)       the transaction is not part of a plan or scheme to
         evade the registration requirements of the U.S. Securities Act of 1913.

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                  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 letter have the
meanings set forth in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]

                                       By: _____________________________________
                                           Authorized Signature

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