<PAGE>

                                                                     EXHIBIT 4.1

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

                                   INDENTURE,

                           Dated as of June 29, 2004,

                                      among

                            VISKASE COMPANIES, INC.,

                                   as Issuer,

                       LASALLE BANK NATIONAL ASSOCIATION,

                       as Trustee and as Collateral Agent,

                      11 1/2% SENIOR SECURED NOTES DUE 2011

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                            INDENTURE
SECTION                                                                                          SECTION
-------                                                                                          ---------
<S>                                                                                              <C>
310(a)(1)      ..............................................................................    7.10
   (a)(2)      ..............................................................................    7.10
   (a)(3)      ..............................................................................    7.10
   (a)(4)      ..............................................................................    N.A.
   (a)(5)      ..............................................................................    7.10
   (b)         ..............................................................................    7.03; 7.08; 7.10
   (c)         ..............................................................................    N.A.
311(a)         ...............................................................................   7.03; 7.11
   (b)         ..............................................................................    7.03; 7.11
312(a)         ...............................................................................   2.05
   (b)         ..............................................................................    7.07; 11.03
   (c)         ..............................................................................    11.03
313(a)         ...............................................................................   7.06
   (b)         ..............................................................................    7.06
   (c)         ..............................................................................    7.06
   (d)         ..............................................................................    7.06
314(a)         ...............................................................................   4.06; 4.21
   (b)         ..............................................................................    12.02
   (c)(1)      ..............................................................................    4.06; 11.04
   (c)(2)      ..............................................................................    11.04
   (c)(3)      ..............................................................................    4.06
   (d)         ..............................................................................    12.03
   (e)         ..............................................................................    11.05
   (f)         ..............................................................................    N.A.
315(a)         ..............................................................................    7.01(b)
   (b)         ..............................................................................    7.05
   (c)         ..............................................................................    7.01(a)
   (d)         ..............................................................................    7.01(c)
   (e)         ..............................................................................    6.11
316(a)(last sentence).........................................................................   2.09
   (a)(1)(A)   ..............................................................................    6.05
   (a)(1)(B)   ..............................................................................    6.04
   (a)(2)      ..............................................................................    N.A.
   (b)         ..............................................................................    6.07
   (c)         ..............................................................................    9.04
317(a)(1)      ..............................................................................    6.08
   (a)(2)      ..............................................................................    6.09
   (b)         ..............................................................................    2.04
318(a)         ..............................................................................    11.01
   (b)         ..............................................................................    N.A.
   (c)         ..............................................................................    11.01
</TABLE>

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions...............................................................................       1

SECTION 1.02.         Incorporation by Reference of Trust Indenture Act.........................................      29

SECTION 1.03.         Rules of Construction.....................................................................      29

                                   ARTICLE TWO
                                    THE NOTES

SECTION 2.01.         Form and Dating...........................................................................      30

SECTION 2.02.         Execution and Authentication; Aggregate Principal Amount..................................      31

SECTION 2.03.         Registrar and Paying Agent................................................................      31

SECTION 2.04.         Obligations of Paying Agent...............................................................      32

SECTION 2.05.         Holder Lists..............................................................................      32

SECTION 2.06.         Transfer and Exchange.....................................................................      32

SECTION 2.07.         Replacement Notes.........................................................................      33

SECTION 2.08.         Outstanding Notes.........................................................................      33

SECTION 2.09.         Treasury Notes; When Notes are Disregarded................................................      34

SECTION 2.10.         Temporary Notes...........................................................................      34

SECTION 2.11.         Cancellation..............................................................................      34

SECTION 2.12.         CUSIP Numbers.............................................................................      34

SECTION 2.13.         Deposit of Moneys.........................................................................      35

SECTION 2.14.         Book-Entry Provisions for Global Notes....................................................      35

SECTION 2.15.         Special Transfer Provisions...............................................................      36

SECTION 2.16.         Transfers of Global Notes and Physical Notes..............................................      37

                                  ARTICLE THREE
                                   REDEMPTION

SECTION 3.01.         Optional Redemption.......................................................................      38

SECTION 3.02.         Selection of Notes to be Redeemed.........................................................      38

SECTION 3.03.         Notice of Redemption......................................................................      38

SECTION 3.04.         Effect of Notice of Redemption............................................................      39

SECTION 3.05.         Deposit of Redemption Price...............................................................      39

SECTION 3.06.         Notes Redeemed in Part....................................................................      40

SECTION 3.07.         Mandatory Redemption; Offers to Purchase; Open Market Purchases...........................      40
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
                                            ARTICLE FOUR
                                              COVENANTS

SECTION 4.01.         Payment of Notes..........................................................................      40

SECTION 4.02.         Maintenance of Office or Agency...........................................................      40

SECTION 4.03.         Corporate Existence.......................................................................      41

SECTION 4.04.         Payment of Taxes and Other Claims.........................................................      41

SECTION 4.05.         Maintenance of Properties and Insurance...................................................      41

SECTION 4.06.         Compliance Certificate; Notice of Default.................................................      41

SECTION 4.07.         Waiver of Stay, Extension or Usury Laws...................................................      42

SECTION 4.08.         Limitation on Incurrence of Additional Indebtedness.......................................      42

SECTION 4.09.         Limitation on Restricted Payments.........................................................      43

SECTION 4.10.         Limitation on Asset Sales.................................................................      46

SECTION 4.11.         Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                      Subsidiaries..............................................................................      48

SECTION 4.12.         Limitation on Issuances and Sales of Capital Stock of Subsidiaries........................      49

SECTION 4.13.         Limitation on Liens.......................................................................      50

SECTION 4.14.         Limitations on Transactions with Affiliates...............................................      50

SECTION 4.15.         Additional Subsidiary Guarantees..........................................................      51

SECTION 4.16.         Impairment of Security Interest...........................................................      52

SECTION 4.17.         Minimum EBITDA............................................................................      52

SECTION 4.18.         Real Estate Mortgages and Filings.........................................................      53

SECTION 4.19.         Leasehold Mortgages and Filings...........................................................      54

SECTION 4.20.         Landlord, Bailee and Consignee Waivers....................................................      54

SECTION 4.21.         Pledge of Future Foreign Assets...........................................................      55

SECTION 4.22.         Conduct of Business; Corporate Separateness...............................................      55

SECTION 4.23.         Reports to Holders........................................................................      55

SECTION 4.24.         Excess Cash Flow Offer....................................................................      56

SECTION 4.25.         Repurchase upon Change of Control.........................................................      57

                                            ARTICLE FIVE
                                        SUCCESSOR CORPORATION

SECTION 5.01.         Merger, Consolidation and Sale of Assets..................................................      60

SECTION 5.02.         Successor Entity Substituted..............................................................      61
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
                                             ARTICLE SIX
                                        DEFAULT AND REMEDIES

SECTION 6.01.         Events of Default.........................................................................      61

SECTION 6.02.         Acceleration..............................................................................      62

SECTION 6.03.         Other Remedies............................................................................      63

SECTION 6.04.         Waiver of Past Defaults...................................................................      63

SECTION 6.05.         Control by Majority.......................................................................      64

SECTION 6.06.         Limitation on Suits.......................................................................      64

SECTION 6.07.         Rights of Holders to Receive Payment......................................................      64

SECTION 6.08.         Collection Suit by Trustee or Collateral Agent............................................      64

SECTION 6.09.         Trustee May File Proofs of Claim..........................................................      65

SECTION 6.10.         Priorities................................................................................      65

SECTION 6.11.         Undertaking for Costs.....................................................................      66

SECTION 6.12.         Restoration of Rights and Remedies........................................................      66

                                            ARTICLE SEVEN
                                               TRUSTEE

SECTION 7.01.         Duties of Trustee.........................................................................      66

SECTION 7.02.         Rights of Trustee.........................................................................      67

SECTION 7.03.         Individual Rights of Trustee..............................................................      68

SECTION 7.04.         Trustee's Disclaimer......................................................................      69

SECTION 7.05.         Notice of Default.........................................................................      69

SECTION 7.06.         Reports by Trustee to Holders.............................................................      69

SECTION 7.07.         Compensation and Indemnity................................................................      70

SECTION 7.08.         Replacement of Trustee....................................................................      71

SECTION 7.09.         Successor Trustee by Merger, Etc..........................................................      72

SECTION 7.10.         Eligibility; Disqualification.............................................................      72

SECTION 7.11.         Preferential Collection of Claims Against Company.........................................      72

SECTION 7.12.         Trustee as Paying Agent and Collateral Agent..............................................      72

SECTION 7.13.         Co-Trustees , Co-Collateral Agent and Separate Trustees and Collateral Agent..............      72

SECTION 7.14.         Form of Documents Delivered to Trustee....................................................      74

                                            ARTICLE EIGHT
                               SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.         Legal Defeasance and Covenant Defeasance..................................................      74
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
SECTION 8.02.         Satisfaction and Discharge................................................................      76

SECTION 8.03.         Survival of Certain Obligations...........................................................      77

SECTION 8.04.         Acknowledgment of Discharge by Trustee....................................................      77

SECTION 8.05.         Application of Trust Moneys...............................................................      77

SECTION 8.06.         Repayment to the Company; Unclaimed Money.................................................      78

SECTION 8.07.         Reinstatement.............................................................................      78

                                            ARTICLE NINE
                                 AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.         Without Consent of Holders................................................................      78

SECTION 9.02.         With Consent of Holders...................................................................      79

SECTION 9.03.         Compliance with TIA.......................................................................      81

SECTION 9.04.         Revocation and Effect of Consents.........................................................      81

SECTION 9.05.         Notation on or Exchange of Notes..........................................................      81

SECTION 9.06.         Trustee to Sign Amendments, Etc...........................................................      82

SECTION 9.07.         Conformity with Trust Indenture Act.......................................................      82

                                             ARTICLE TEN
                                              GUARANTEE

SECTION 10.01.        Guarantee.................................................................................      82

SECTION 10.02.        Release of a Guarantor....................................................................      83

SECTION 10.03.        Limitation of Guarantor's Liability.......................................................      84

SECTION 10.04.        Guarantors May Consolidate, etc., on Certain Terms........................................      84

SECTION 10.05.        Contribution..............................................................................      85

SECTION 10.06.        Waiver of Subrogation.....................................................................      85

SECTION 10.07.        Evidence of Guarantee.....................................................................      85

SECTION 10.08.        Waiver of Stay, Extension or Usury Laws...................................................      85

                                           ARTICLE ELEVEN
                                            MISCELLANEOUS

SECTION 11.01.        Trust Indenture Act Controls..............................................................      86

SECTION 11.02.        Notices...................................................................................      86

SECTION 11.03.        Communications by Holders with Other Holders..............................................      87

SECTION 11.04.        Certificate and Opinion as to Conditions Precedent........................................      87

SECTION 11.05.        Statements Required in Certificate or Opinion.............................................      87

SECTION 11.06.        Rules by Trustee, Paying Agent, Registrar.................................................      88
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
SECTION 11.07.        Legal Holidays............................................................................      88

SECTION 11.08.        Governing Law.............................................................................      88

SECTION 11.09.        No Adverse Interpretation of Other Agreements.............................................      88

SECTION 11.10.        No Recourse Against Others................................................................      88

SECTION 11.11.        Successors................................................................................      88

SECTION 11.12.        Duplicate Originals.......................................................................      88

SECTION 11.13.        Severability..............................................................................      89

SECTION 11.14.        Waiver of Jury Trial......................................................................      89

                                           ARTICLE TWELVE
                                              SECURITY

SECTION 12.01.        Grant of Security Interest................................................................      89

SECTION 12.02.        Opinions..................................................................................      90

SECTION 12.03.        Release of Collateral.....................................................................      90

SECTION 12.04.        Specified Releases of Collateral..........................................................      91

SECTION 12.05.        Release upon Satisfaction or Defeasance of all Outstanding Obligations....................      93

SECTION 12.06.        Form and Sufficiency of Release...........................................................      93

SECTION 12.07.        Purchaser Protected.......................................................................      93

SECTION 12.08.        Authorization of Actions to be Taken by the Collateral Agent Under the Collateral
                      Agreements................................................................................      93

SECTION 12.09.        Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements..........      94

SECTION 12.10.        Intercreditor Agreement...................................................................      94

Exhibit A         -        Form of  Initial Note................................................................      A
Exhibit B         -        Form of Unit.........................................................................      B
Exhibit C         -        Form of Exchange Note................................................................      C
Exhibit D         -        Form of Legend for Global Notes......................................................      D
Exhibit E         -        Form of Certificate to Be Delivered in Connection with Transfers to
                               Non-QIB Accredited Investors.....................................................      E
Exhibit F         -        Form of Certificate to Be Delivered in Connection with Transfers
                               Pursuant to Regulation S.........................................................      F
</TABLE>

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

                                      -v-

<PAGE>

      INDENTURE, dated as of June 29, 2004, among Viskase Companies, Inc., a
Delaware corporation (the "Company"), and LaSalle Bank National Association, as
Trustee (in such capacity, the "Trustee") and Collateral Agent (in such
capacity, the "Collateral Agent").

                                   WITNESSETH:

      WHEREAS, the Company has duly authorized the creation of an issue of
90,000 units consisting of 11 1/2% Senior Secured Notes due 2011 and 90,000
warrants.

      WHEREAS, the Company has duly authorized the creation of an issue of 11
1/2% Senior Secured Notes due 2011 (the "Initial Notes"), and 11 1/2% Senior
Secured Exchange Notes due 2011 (the "Exchange Notes," and collectively with the
Initial Notes and any Additional Notes (as herein defined) the "Notes") and, to
provide therefor, the Company has duly authorized the execution and delivery of
this Indenture; and

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

      NOW, THEREFORE, each party hereto agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the Holders:

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01. Definitions.

      "144A Global Notes" has the meaning set forth in Section 2.01.

      "8% Senior Notes" means the Company's 8% Senior Subordinated Secured Notes
due 2008.

      "Acceleration Notice" has the meaning set forth in Section 6.02.

      "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 and which Indebtedness is without recourse to the Company or any
of its Subsidiaries (other than in the event of such a merger, consolidation or
acquisition of assets in which the Company or any of its Subsidiaries is the
surviving entity or assumes such Indebtedness) or to any of their respective
properties or assets other than the Person or the assets to which such
Indebtedness related prior to the time such Person became a Restricted
Subsidiary of the Company or the time of such acquisition, merger or
consolidation.

      "Additional Interest" has the meaning set forth in the Registration Rights
Agreement.

      "Additional Notes" means the Notes originally issued after the Issue Date
from time to time in accordance with the terms of this Indenture, including,
without limitation, the provisions of Section 2.02.

<PAGE>

      "Administrative Agent" means (i) the initial Lender under the Credit
Agreement until such time as an agent is appointed to act on behalf of the
Lenders thereunder and (ii) from and after the appointment of such agent, such
agent.

      "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; provided
that Beneficial Ownership of 10% or more of the Voting Stock of the Person shall
be deemed to be control. The terms "controlling" and "controlled" have meanings
correlative of the foregoing.

      "Affiliate Transaction" has the meaning set forth in Section 4.14.

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

      "Agent Members" has the meaning set forth in Section 2.14 and means, with
respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC,
Euroclear or Clearstream, respectively (and with respect to DTC, shall include
Euroclear and Clearstream).

      "Applicable Indebtedness" means:

            (1) in respect of any asset that is the subject of an Asset Sale at
      a time when such asset is included in the Collateral, Indebtedness that is
      pari passu with the Notes and secured at such time by Collateral; or

            (2) in respect of any other asset, Indebtedness that is pari passu
      with the Notes.

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

      "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 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 or non-exclusive licenses, in each
case, entered into in the ordinary course of business), assignment or other
transfer (other than a Lien in accordance with this Indenture) for value by (x)
the Company or any of its Restricted Subsidiaries to any Person other than the
Company or a Guarantor or (y) a Foreign Restricted Subsidiary to any Person
other than the Company or a Wholly-Owned Subsidiary of the Company of:

                                     - 2 -

<PAGE>

            (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 shall not include:

                  (a) any transaction or series of related transactions for
            which the Company or its Restricted Subsidiaries receive aggregate
            consideration of less than $500,000;

                  (b) the sale, lease, conveyance, disposition or other transfer
            of all or substantially all of the assets of the Company as
            permitted under Section 5.01;

                  (c) any Restricted Payment permitted under Section 4.09,
            including a Permitted Investment;

                  (d) the sale of inventory in the ordinary course of business;

                  (e) the sale of Cash Equivalents; and

                  (f) the sale or other disposition of used, worn out, obsolete
            or surplus equipment.

      "Authenticating Agent" has the meaning set forth in Section 2.02.

      "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended, and
codified as 11 U.S.C. Sections 101 et seq.

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

      "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 a day that is not a Legal Holiday.

      "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;

                                     - 3 -

<PAGE>

            (2) with respect to any Person that is not a corporation, any and
      all partnership, membership or other equity interests of such Person; and

            (3) any warrants, rights or options to purchase any of the
      instruments or interests referred to in clause (1) or (2) above.

      "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 Rating Group ("S
      & P") or Moody's Investor 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 net 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 that invest substantially all
      their assets in securities of the types described in clauses (1) through
      (5) above.

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

            (1) any direct or indirect sale, lease, transfer, conveyance or
      other disposition (other than by way of merger or consolidation), 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"), other than
      a transaction in which the transferee is controlled by one or more
      Permitted Holders;

            (2) any Person or Group, other than Permitted Holders, is or becomes
      the Beneficial Owner, directly or indirectly whether by merger or
      consolidation, of a majority of the total outstanding Voting Stock of the
      Company as measured by voting power; provided that there shall

                                     - 4 -

<PAGE>

      be no Change of Control pursuant to this clause (2) if the Permitted
      Holders continue to have the right or ability by voting power; contract or
      otherwise to elect or designate for election a majority of the Board of
      Directors of the Company;

            (3) the adoption of a plan for the liquidation or dissolution of the
      Company; or

            (4) individuals who on the Issue Date constituted the Board of
      Directors (together with any new directors whose election by such Board of
      Directors or whose nomination for election by the stockholders of the
      Company was approved pursuant to a vote of a majority of the directors
      then still in office who were either directors on the Issue Date or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the Board of Directors then in
      office; provided that there shall be no Change of Control pursuant to this
      clause (4) if since the Issue Date the Permitted Holders continue to own,
      directly or indirectly, (a) at least 90% of the Voting Stock of the
      Company held by the Permitted Holders as of the Issue Date, (b) more
      Voting Stock than any other Person or Group (other than a Group consisting
      solely of Merrill Lynch and Co., Inc., Northeast Investors Trust and their
      respective Affiliates), (c) more Voting Stock than Merrill Lynch & Co.,
      Inc. and its Affiliates and (d) more Voting Stock than Northeast Investors
      Trust and its Affiliates.

Notwithstanding anything to the contrary in the immediately preceding sentence,
none of the events described in clauses (1) through (4) thereof shall be deemed
to constitute a "Change of Control" if (x) such event shall have occurred (aa)
prior to the second anniversary of the Issue Date or (bb) subsequent to such
second anniversary within 10 Business Days of the receipt by the relevant
parties of any requisite governmental approval or consent relating to the
transaction giving rise to such event and the only reason with respect to which
such transaction could not have occurred prior to such second anniversary was
the failure of such parties to have obtained such governmental approval or
consent, and (y) immediately after giving effect thereto, (i) the Consolidated
Leverage Ratio of the Company is 0.5 times lower on a pro forma basis than the
Consolidated Leverage Ratio of the Company immediately before the occurrence of
such event and (ii) no Default or Event of Default shall have occurred and be
continuing.

      "Change of Control Offer" has its meaning set forth in Section 4.25.

      "Change of Control Payment Date" has its meaning set forth in Section
4.25.

      "Collateral" shall mean collateral as such term is defined in the Security
Agreement, all property mortgaged under the Mortgages and any other property,
whether now owned or hereafter acquired, upon which a Lien securing the
Obligations is granted or purported to be granted under any Collateral
Agreement.

      "Company" has the meaning set forth in the preamble to this Indenture.

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

      "Collateral Agreements" means, collectively, the Security Agreement, the
Pledge Agreement, the Control Agreements (as defined in the Security Agreement),
the Intellectual Property Security Agreement (as defined in the Security
Agreement), each Mortgage and each Foreign Collateral Agreement, in each case,
as the same may be in force from time to time.

      "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

                                     - 5 -

<PAGE>

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.

      "Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer appointed by the Company as having a
maturity comparable to the remaining term of the Notes (as if the final maturity
of the Notes was June 15, 2008) that would be utilized at the time of selection
and in accordance with customary financial practice in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes (as if the final maturity of the notes was June 15, 2008).

      "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotation or (B)
if the Company obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.

      "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;

                  (b) Consolidated Interest Expense and interest expense
            attributable to amortization and write-offs of deferred financing
            costs; 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
consecutive full fiscal quarters (the "Four Quarter Period") most recently
ending on or prior to the date of the transaction or event 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:

                                     - 6 -

<PAGE>

            (1) (a) the incurrence or repayment of any Indebtedness (other than
      in respect of the Credit Agreement) of such Person or any of its
      Restricted Subsidiaries (and the application of the proceeds thereof)
      giving rise to the need to make such calculation and any incurrence or
      repayment of other Indebtedness (and the application of the proceeds
      thereof), 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 (b) (i) if a Specified Transaction is
      occurring on, or has occurred prior to, the Transaction Date, the deemed
      incurrence of Indebtedness under the Credit Agreement on the first day of
      the Four Quarter Period and for such entire Four Quarter Period and the
      Transaction Date at a rate of interest equal to the maximum non-default
      rate of interest applicable to extensions of credit thereunder and in an
      aggregate principal amount equal to the Maximum RCF Debt Amount then in
      effect regardless of whether the Company could have obtained extensions of
      credit thereunder in an aggregate principal amount equal to the Maximum
      RCF Debt Amount then in effect and (ii) if a Specified Transaction is not
      occurring on, and has not occurred prior to, the Transaction Date, the
      deemed incurrence of Indebtedness under the Credit Agreement on the first
      day of the Four Quarter Period and for such entire Four Quarter Period and
      the Transaction Date at a rate of interest equal to the rate of interest
      applicable to extensions of credit thereunder and in an aggregate
      principal amount equal to the outstanding aggregate principal amount of
      extensions of credit thereunder, in each case, immediately after giving
      effect to such transaction or event; and

            (2) any Asset Sale or other disposition or Asset Acquisition
      (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 any such Asset Acquisition) incurring, assuming
      or otherwise being liable for Acquired Indebtedness 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 Indebtedness or Acquired Indebtedness
      and also including any Consolidated EBITDA associated with such Asset Sale
      or other disposition or Asset Acquisition and any expense or costs savings
      (calculated on a basis consistent with Regulation S-X under the Exchange
      Act of 1934) attributable to the assets that are the subject of the Asset
      Sale or other disposition or Asset Acquisition; provided that (x) such
      expense or cost savings were identified and quantified in an Officers'
      Certificate delivered to the Trustee at the time of the consummation of
      such Asset Sale or other disposition or Asset Acquisition and such
      Officers' Certificate states that such officers believe in good faith that
      actions will be commenced or initiated within 90 days of the consummation
      of such Asset Sale or other disposition or Asset Acquisition to effect
      such expense or cost savings and sets forth the specific steps to be taken
      within such 90 day period to accomplish such expense or cost savings, and
      (y) with respect to each Asset Sale or other disposition or Asset
      Acquisition completed prior to the 90th day preceding such date of
      determination, actions were commenced or initiated by the Company or any
      of its Restricted Subsidiaries within 90 days of such acquisition, merger
      or consolidation to effect the expense and cost savings identified in such
      Officers' Certificate) occurred on the first day of the Four Quarter
      Period provided that the Consolidated EBITDA of any Person acquired shall
      be included only to the extent includible pursuant to the definition of
      "Consolidated Net Income." 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.

                                     - 7 -

<PAGE>

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

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

            (b) 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
      Disqualified Capital Stock of such Person and any series of Preferred
      Stock of such Person (other than dividends paid in Qualified Capital
      Stock) paid, accrued or scheduled to be paid or accrued during such period
      times (y) a fraction, the numerator of which is one and the denominator of
      which is one minus the then current effective consolidated federal, state
      and local tax rate of such Person, expressed as a decimal.

      "Consolidated Interest Expense" means, with respect to any Person for any
period, the aggregate of the interest expense (excluding amortization or
write-off of deferred financing costs) of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, as determined in
accordance with GAAP, and including, without duplication, (a) all amortization
or accretion of original issue discount; (b) 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; and
(c) net cash costs under all Interest Swap Obligations (including amortization
of fees).

      "Consolidated Leverage Ratio" means, with respect to any Person, as of any
Transaction Date, the ratio of (x) Consolidated Total Debt of such Person as of
the Transaction Date to (y) Consolidated EBITDA of such Person for the four
consecutive full fiscal quarters (the "Four Quarter Period") most recently
ending on or prior to the Transaction Date for which financial statements are
available (the "Transaction Date").

      In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated Total Debt" and "Consolidated EBITDA" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation and the Transaction Date, as applicable, to:

            (1) (a) the incurrence or repayment of any Indebtedness (other than
      in respect of the Credit Agreement) of such Person or any of its
      Restricted Subsidiaries (and the application of the proceeds thereof)
      giving rise to the need to make such calculation and any incurrence or
      repayment of other Indebtedness (and the application of the proceeds
      thereof), 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 (b) (i) if a Specified Transaction is
      occurring on, or has occurred prior to, the Transaction Date, if

                                     - 8 -

<PAGE>

      a Specified Transaction is occurring on, or has occurred prior to, the
      Transaction Date, the deemed incurrence of Indebtedness under the Credit
      Agreement on the first day of the Four Quarter Period and for such entire
      Four Quarter Period and the Transaction Date at a rate of interest equal
      to the maximum non-default rate of interest applicable to extensions of
      credit thereunder and in an aggregate principal amount equal to the
      Maximum RCF Debt Amount then in effect regardless of whether the Company
      could have obtained extensions of credit thereunder in an aggregate
      principal amount equal to the Maximum RCF Debt Amount then in effect and
      (ii) if a Specified Transaction is not occurring on, and has not occurred
      prior to, the Transaction Date, the deemed incurrence of Indebtedness
      under the Credit Agreement on the first day of the Four Quarter Period and
      for such entire Four Quarter Period and the Transaction Date at a rate of
      interest equal to the rate of interest applicable to extensions of credit
      thereunder and in an aggregate principal amount equal to the outstanding
      aggregate principal amount of extensions of credit thereunder, in each
      case, immediately after giving effect to such transaction or event; and

            (2) any Asset Sale or other disposition or Asset Acquisition
      (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 any such Asset Acquisition) incurring, assuming
      or otherwise being liable for Acquired Indebtedness 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 Indebtedness or Acquired Indebtedness
      and also including any Consolidated EBITDA associated with such Asset Sale
      or other disposition or Asset Acquisition and any expense or costs savings
      (calculated on a basis consistent with Regulation S-X under the Exchange
      Act of 1934) attributable to the assets that are the subject of the Asset
      Sale or other disposition or Asset Acquisition; provided that (x) such
      expense or cost savings were identified and quantified in an Officers'
      Certificate delivered to the Trustee at the time of the consummation of
      such Asset Sale or other disposition or Asset Acquisition and such
      Officers' Certificate states that such officers believe in good faith that
      actions will be commenced or initiated within 90 days of the consummation
      of such Asset Sale or other disposition or Asset Acquisition to effect
      such expense or cost savings and sets forth the specific steps to be taken
      within such 90 day period to accomplish such expense or cost savings, and
      (y) with respect to each Asset Sale or other disposition or Asset
      Acquisition completed prior to the 90th day preceding such date of
      determination, actions were commenced or initiated by the Company or any
      of its Restricted Subsidiaries within 90 days of such acquisition, merger
      or consolidation to effect the expense and cost savings identified in such
      Officers' Certificate) occurred on the first day of the Four Quarter
      Period provided that the Consolidated EBITDA of any Person acquired shall
      be included only to the extent includible pursuant to the definition of
      "Consolidated Net Income." 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.

      "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, however, that there shall be excluded therefrom, without
duplication:

            (1) after-tax gains and losses from Asset Sales or abandonments or
      reserves relating thereto;

                                     - 9 -

<PAGE>

            (2) after-tax items classified extraordinary or non-recurring gains
      and losses;

            (3) 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;

            (4) the net income of any Person, other than the referent Person or
      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 Subsidiary of the referent Person by such Person;

            (5) any restoration to income of any material 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;

            (6) 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);

            (7) all gains and losses realized on or because of the purchase or
      other acquisition by such Person or any of its Restricted Subsidiaries of
      any securities of such Person or any of its Restricted Subsidiaries;

            (8) the cumulative effect of a change in accounting principles;

            (9) non-cash charges resulting from the impairment of intangible
      assets; and

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

      "Consolidated Non-cash Charges" means, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash items and
expenses of such Person and its Restricted Subsidiaries to the extent they
reduce 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).

      "Consolidated Total Debt" means, with respect to any Person, as of any
date, the consolidated Indebtedness of such Person and its Restricted
Subsidiaries of the nature referred to in clauses (1), (2), (3), (4), (5) and
(9) of the definition of the term "Indebtedness."

      "Consolidated Working Capital" means, with respect to any Person, at any
date, the excess of (a) the sum of all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth opposite the
caption "total current assets" (or any like caption) on a consolidated balance
sheet of such Person and its Restricted Subsidiaries at such date over (b) the
sum of all amounts that would, in conformity with GAAP, be set forth opposite
the caption "total current liabilities" (or any like caption) on a consolidated
balance sheet of such Person and its Restricted Subsidiaries on such date,

                                     - 10 -

<PAGE>

but excluding (i) the current portion of liabilities in respect of pension
contributions and postretirement benefits of such Person and its Restricted
Subsidiaries to the extent not included in clauses (D) and (E), respectively, of
clause (ii) of the definition of the term "Excess Cash Flow" and (ii) any Funded
Debt.

      "Covenant Defeasance" has the meaning set forth in Section 8.01.

      "Credit Agreement" means the Loan and Security Agreement dated as of the
Issue Date, among the Company and the lender or the lenders party thereto
(together with its or their successors and assigns, the "Lender" or "Lenders")
and the Administrative Agent, together with the related documents thereto
(including, without limitation, any notes, guarantee agreements and security
documents), in each case as such agreement and related documents may be amended,
restated, supplemented or otherwise modified from time to time, in whole or in
part, including any amendment, restatement, supplement or other modification
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the amount of available borrowings thereunder (provided
that such increase in borrowings does not exceed the aggregate amount of
Indebtedness permitted under clauses (2) and (16) of the definition of the term
"Permitted Indebtedness") or adding 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, but excluding any amendment,
restatement, supplement or other modification that provides for terms more
adverse to the Holders or less favorable or more onerous to the Company and its
Restricted Subsidiaries.

      "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

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

      "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.

      "Depository" means DTC, its nominees and successors.

      "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 that 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) on or prior to the 91st day after the final maturity date of the Notes
for cash or is convertible into or exchangeable for debt securities of the
Company or its Subsidiaries at any time prior to such 91st day.

      "Domestic Restricted Subsidiary" means, with respect to any Person, a
Domestic Subsidiary of such Person that is a Restricted Subsidiary of such
Person.

      "Domestic Subsidiary" means, with respect to any Person, a Subsidiary of
such Person that is not a Foreign Subsidiary of such Person.

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

                                     - 11 -

<PAGE>

      "Eligible Accounts Receivable" mean the accounts receivable (net of any
reserves and allowances for doubtful accounts in accordance with GAAP) of the
Company and the Guarantors that are not more than 90 days past their due date
and that were entered into in the ordinary course of business on normal payment
terms as shown on the most recent financial consolidated balance sheet of the
Company and the Guarantors, all in accordance with GAAP.

      "Eligible Inventory" means inventory of the Company and the Guarantors
consisting of finished goods held by the Company or any Guarantor for sale in
the ordinary course of business.

      "Eligible Raw Inventory" means inventory of the Company and the Guarantors
consisting of raw material to be consumed or used by the Company or any
Guarantor in the production of goods to be held by the Company or any Guarantor
for sale in the ordinary course of business.

      "Eligible WIP Inventory" means inventory of the Company and the Guarantors
consisting of work-in-process relating to the production of goods to be held by
the Company or any Guarantor for sale in the ordinary course of business.

      "Equity Offering" means an underwritten public offering of Common Stock of
the Company or any holding company of the Company pursuant to a registration
statement filed with the SEC (other than on Form S-8) or any private placement
of Common Stock of the Company or any holding company of the Company to any
Person other than issuances upon exercise of options by employees of any holding
company, the Company or any of the Restricted Subsidiaries.

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

      "Event of Default" has the meaning set forth in Section 6.01.

      "Excess Cash Flow" means, with respect to any fiscal year of the Company,
the excess of (i) the sum of (A) Consolidated EBITDA of the Company and its
Restricted Subsidiaries for such fiscal year and (B) decreases in Consolidated
Working Capital of the Company and its Restricted Subsidiaries for such fiscal
year over (ii) the sum of (A) consolidated capital expenditures actually made in
cash by the Company and its Restricted Subsidiaries during such fiscal year, (B)
Consolidated Interest Expense of the Company and its Restricted Subsidiaries for
such fiscal year but only to the extent such Consolidated Interest Expense was
actually paid in cash during such fiscal year, (C) income taxes actually paid in
cash by the Company and its Restricted Subsidiaries during such fiscal year, (D)
pension contributions actually made in cash by the Company and its Restricted
Subsidiaries during such fiscal year but only to the extent such contributions
were not deducted in calculating such Consolidated EBITDA, (E) postretirement
benefits actually paid in cash by the Company and its Restricted Subsidiaries
during such fiscal year but only to the extent such payments were not deducted
in calculating such Consolidated EBITDA and (F) increases in Consolidated
Working Capital of the Company and its Restricted Subsidiaries for such fiscal
year.

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

      "Exchange Notes" has the meaning set forth in the first recital of this
Indenture.

      "Exchange Offer" means an exchange offer that may be made by the Company,
pursuant to the Registration Rights Agreement, to exchange for any and all the
Notes a like aggregate principal amount of notes having substantially identical
terms to the Notes registered under the Securities Act.

                                     - 12 -

<PAGE>

      "Excluded Assets" means, with respect to the Company or any of its
Restricted Subsidiaries that is an obligor under any Collateral Agreement, (a)
Voting Stock of any first-tier Foreign Subsidiary of such obligor constituting
more than sixty-five percent (65%) of the issued and outstanding Voting Stock of
such first-tier Foreign Subsidiary, (b) the Excluded Capital Stock of any
Subsidiary of such obligor, (c) any rights under any Account (as defined in the
Security Agreement), contract, license or other agreement or any General
Intangible (as defined in the Security Agreement), in each case, to the extent
that the grant of a security interest under any Collateral Agreement (i) would
invalidate the underlying rights of such obligor in such General Intangible,
(ii) is prohibited by such Account, contract, license, agreement, intellectual
property or General Intangible without the consent of any other party thereto,
(iii) would give any other party to such Account, contract, license, agreement
or General Intangible the right to terminate its obligations thereunder, or (iv)
is not permitted without consent, unless in each case, all necessary consents to
such grant of a security interest have been obtained from the other parties
thereto; provided, however, that nothing herein shall be intended to limit the
affect of 9-406 of the Code (as defined in the Security Agreement) or otherwise
limit or restrict the conveyance by such obligor of any rights under any such
Account, contracts, licenses, agreements or General Intangibles to the extent
which would not be violative of the restrictive terms thereof or (d) Equipment
(as defined in the Security Agreement) subject to a Permitted Lien of the type
described in clauses (6), (7), (13), (14) and (18) of the definition thereof, in
each case, with respect to which such obligor is prohibited from granting a
security interest under the terms of the Indebtedness incurred to finance the
purchase of such Equipment.

      "Excluded Capital Stock" means, with respect to any Subsidiary of the
Company whose Capital Stock is pledged by the Company or any of its Restricted
Subsidiaries as an obligor under any Collateral Agreement in favor of the
Collateral Agent, that portion of such Subsidiary's Capital Stock that would
otherwise constitute Collateral to the extent the greater of the par value, book
value as carried by such obligor or the market value of any such Capital Stock
is equal to or greater than 20% of the aggregate principal amount of the Notes
then outstanding.

      "Fair Market Value" means, with respect to any asset or property, the
price which could be negotiated in an arm's length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors of the Company acting in
good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Company delivered to the Trustee.

      "Foreign Collateral" means the tangible and intangible assets of any
Foreign Restricted Subsidiary of the Company in which a Lien has been granted in
favor of the Collateral Agent pursuant to a Foreign Collateral Agreement.

      "Foreign Collateral Agreement" means each agreement executed and delivered
by any Foreign Restricted Subsidiary of the Company pursuant to which such
Foreign Restricted Subsidiary has granted a Lien on any of its tangible or
intangible assets in favor of the Collateral Agent.

      "Foreign Grantor" means each Foreign Restricted Subsidiary of the Company
that has granted a Lien on any of its tangible or intangible assets in favor of
the Collateral Agent pursuant to a Foreign Collateral Agreement.

      "Foreign Restricted Subsidiary" means any Restricted Subsidiary that is
organized under the laws of any jurisdiction other than the United States of
America, any state thereof or the District of Columbia.

                                     - 13 -

<PAGE>

      "Foreign Subsidiary" means, with respect to any Person, any Subsidiary of
such Person that is organized under the laws of any jurisdiction other than the
United States of America, any state thereof or the District of Columbia.

      "Four Quarter Period" has the meaning set forth in the definition of the
term "Consolidated Fixed Charge Coverage Ratio".

      "Funded Debt" means all Indebtedness for borrowed money of the Company and
its Restricted Subsidiaries that matures more than one year from the date of its
incurrence or matures within one year from such date and is renewable or
extendable, at the option of the Company or one of its Restricted Subsidiaries,
to a date more than one year from such date or arises under a revolving credit
or similar agreement that obligates the lender or lenders thereunder to extend
credit during a period of more than one year from such date, including all
amounts of Funded Debt required to be paid or prepaid within one year from the
date of its creation and, in the case of the Company, Indebtedness in respect of
the Notes.

      "GAAP" means accounting principles generally accepted in the United States
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 from time to
time.

      "Global Notes" has the meaning set forth in Section 2.01.

      "Guarantee" has the meaning set forth in Section 10.01.

      "Guarantor" means each of the Company's Domestic Restricted Subsidiaries
that in the future executes a supplemental indenture in which such Domestic
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 respective Guarantee is released
in accordance with the terms of this Indenture.

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

      "IAI Global Notes" has the meaning set forth in Section 2.01.

      "Immaterial Subsidiary" means any Restricted Subsidiary of the Company
that has (1) assets with a Fair Market Value or book value (whichever is
greater) less than $500,000 and (2) revenues not exceeding $1,000,000 during the
last twelve months preceding the Issue Date and, thereafter, during the twelve
months preceding the Company's most recent fiscal quarter.

      "incur" has the meaning set forth in Section 4.08.

      "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, other than
      Capital Lease Obligations that are not or will not be included in the
      audited consolidated financial statements of

                                     - 14 -

<PAGE>

      such Person prepared in accordance with GAAP due to the immateriality, as
      determined in good faith by such Person, of such obligations;

            (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 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 by appropriate proceedings promptly instituted and
      diligently conducted and any deferred purchase price represented by earn
      outs consistent with the Company's past practice);

            (5) all Obligations for the reimbursement of any obligor on any
      letter of credit, banker's acceptance or similar credit transaction,
      whether or not then due;

            (6) guarantees and other contingent obligations in respect of
      Indebtedness referred to in clauses (1) through (5) above and clauses (7)
      through (9) below;

            (7) all Obligations of any other Person of the type referred to in
      clauses (1) through (6) above and clauses (8) and (9) below which are
      secured by any Lien on any property or asset of such Person, the amount of
      any such Obligation being deemed to be the lesser of the Fair Market Value
      of the property or asset securing such Obligation or the amount of such
      Obligation;

            (8) all Interest Swap Obligations and all Obligations under Currency
      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, (a) 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
and (b) the outstanding principal amount of any Indebtedness with original issue
discount as of any date shall be the accreted value thereof.

      "Indemnified Party" has the meaning set forth in Section 7.07.

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

      "Indenture Documents" means, collectively, this Indenture, the Notes, the
Guarantees, and the Collateral Agreements.

      "Independent Financial Advisor" means a nationally-recognized accounting,
appraisal or investment banking firm: (1) that does not, and whose directors,
officers and employees or Affiliates do not, have a direct or indirect financial
interest in the Company; and (2) that, in the judgment of the Board of Directors
of the Company, is otherwise independent and qualified to perform the task for
which it is to be engaged.

                                     - 15 -

<PAGE>

      "Initial Notes" has the meaning set forth in the first recital to this
Indenture.

      "Initial Purchasers" means Jefferies & Company, Inc.

      "Intercreditor Agreement" means the Intercreditor Agreement among the
Administrative Agent, the Collateral Agent, the Company and the Guarantors,
dated as of the Issue Date, as the same may be amended, supplemented or modified
from time to time.

      "Interest Payment Date" means June 15 and December 15 of each year.

      "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,
but excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business) 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 for
value 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, that are recorded as accounts receivable on the balance sheet of the
Company or such Restricted Subsidiary, as the case may be. For the purposes of
Section 4.09 covenant, (i) "Investment" shall include and be valued at the Fair
Market Value of the net assets of any Restricted Subsidiary at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; provided that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If the Company or any Restricted Subsidiary sells or otherwise
disposes of any Capital Stock of a Restricted Subsidiary (including any issuance
of Capital Stock by a Restricted Subsidiary) such that, after giving effect to
any such sale or disposition, such Restricted Subsidiary would cease to be a
Subsidiary of the Company, the Company shall be deemed to have made an
"Investment" on the date of any such sale or disposition equal to sum of the
Fair Market Value of the Capital Stock of such former Restricted Subsidiary held
by the Company or any Restricted Subsidiary immediately following such sale or
other disposition.

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

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

      "Leased Premises" has the meaning set forth in Section 4.19.

                                     - 16 -

<PAGE>

      "Legal Defeasance" has the meaning set forth in Section 8.01.

      "Legal Holiday" has the meaning set forth in Section 11.07.

      "Lenders" has the meaning set forth in the definition of the term "Credit
Agreement."

      "Lien" means any lien, mortgage, deed of trust, 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).

      "Maturity Date" means June 15, 2011.

      "Maximum RCF Debt Amount" means as of any date occurring (1) prior to the
date that a Specified Transaction has occurred, the excess of (x) $20.0 million
over (y) the aggregate amount of repayments of Indebtedness under the Credit
Agreement with the proceeds of Shared Collateral pursuant to clause (3)(a) of
Section 4.10 and (2) on or subsequent to the date that a Specified Transaction
has occurred, the excess of (x) the greater of (a) $20.0 million and (b) the sum
of (i) 90% of the aggregate amount of all Eligible Accounts Receivable, (ii) 70%
of the value of all Eligible Inventory, in each case, on such date (iii) 70% of
the value of all Eligible WIP Inventory and (iv) 70% of the value of all
Eligible Raw Inventory and (y) the aggregate amount of repayments of
Indebtedness under the Credit Agreement with the proceeds of Shared Collateral
pursuant to clause (3)(a) of Section 4.10.

      "Merger Proceeds" has the meaning set forth in Section 4.09.

      "Mortgages" means the mortgages, deeds of trust, deeds to secure
Indebtedness or other similar documents securing Liens on the Premises and/or
the Leased Premises, as well as the other Collateral secured by and described in
the mortgages, deeds of trust, deeds to secure Indebtedness or other similar
documents.

      "Net Cash Proceeds" means, with respect to any Asset Sale or Specified
Issuance, 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 or such Specified Issuance, as the case may
be, net of:

            (1) reasonable out-of-pocket costs, commissions, expenses and fees
      relating to such Asset Sale or such Specified Issuance, as the case may be
      (including, without limitation, legal, accounting and investment banking
      fees and sales commissions);

            (2) all taxes and other costs and expenses actually paid or
      estimated by the Company (in good faith) to be payable in cash or accruing
      or to be accrued in connection with such Asset Sale or such Specified
      Issuance, as the case may be;

            (3) repayment of Indebtedness that is secured by the property or
      assets that are the subject of such Asset Sale and is required to be
      repaid in connection with such Asset Sale or Specified Issuance, as the
      case may be; 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

                                     - 17 -

<PAGE>

      liabilities, liabilities related to environmental matters and liabilities
      under any indemnification obligations associated with such Asset Sale or
      such Specified Issuance, as the case may be.

      "Net Proceeds Offer" has the meaning set forth in Section 4.10.

      "Net Proceeds Offer Amount" has the meaning set forth in Section 4.10.

      "Net Proceeds Offer Payment Date" has the meaning set forth in Section
4.10.

      "Net Proceeds Offer Trigger Date" has the meaning set forth in Section
4.10.

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

      "Notes" has the meaning set forth in the first recital to this Indenture.

      "Notes Priority Collateral" means all existing and after-acquired real
property, fixtures and improvements thereon, equipment and proceeds thereof of
the Company and the Guarantors.

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

      "Offering" means the offering of the Notes hereunder.

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

      "Officers' Certificate" means a certificate signed by two Officers of the
Company, at least one of whom shall be the principal financial officer of the
Company, and delivered to the Trustee.

      "Offshore Physical Notes" has the meaning set forth in Section 2.01.

      "Opinion of Counsel" means a written opinion of counsel who shall be
reasonably acceptable to the Trustee or Collateral Agent, as applicable,
complying with the requirements of Sections 11.04 and 11.05, as they relate to
the giving of an Opinion of Counsel.

      "Paying Agent" has the meaning set forth in Section 2.03.

      "Permitted Holders" means Carl C. Icahn and his Affiliates.

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

            (1) Indebtedness under the Notes issued in the Offering or in the
      Exchange Offer in an aggregate outstanding principal amount not to exceed
      $90.0 million and the related Guarantees;

            (2) Indebtedness incurred pursuant to the Credit Agreement in an
      aggregate principal amount at any time outstanding not to exceed the
      Maximum RCF Debt Amount;

            (3) Indebtedness of the Company and its Restricted Subsidiaries
      outstanding on the Issue Date (other than Indebtedness evidenced by the
      Notes or under the Credit Agreement);

                                     - 18 -

<PAGE>

            (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 for the purpose of fixing or hedging interest
      rates with respect to any fixed or variable rate Indebtedness that is
      permitted by this Indenture to be outstanding to the extent that the
      notional amount of any such Interest Swap Obligation does not exceed the
      principal amount of Indebtedness to which such Interest Swap Obligation
      relates;

            (5) Indebtedness under Currency Agreements; provided that in the
      case of Currency Agreements which relate to Indebtedness, such Currency
      Agreements do not increase the Indebtedness of the Company and its
      Restricted Subsidiaries outstanding other than as a result of fluctuations
      in foreign currency exchange rates or by reason of fees, indemnities and
      compensation payable thereunder;

            (6) (a) Intercompany Indebtedness of the Company or a Guarantor for
      so long as such Indebtedness is held by the Company or a Guarantor;
      provided that (i) such Indebtedness shall be unsecured and contractually
      subordinated in all respects to the obligations of the Company under the
      Notes or such Guarantor under its Guarantee, as the case may be, and (ii)
      if as of any date any Person other than the Company or a Guarantor 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 and (b) intercompany Indebtedness of any Foreign
      Restricted Subsidiary for so long as such Indebtedness is held by (i) the
      Company or any Guarantor and is permitted to be made by the Company or
      such Guarantor in such Restricted Subsidiary pursuant to clause (1)(b)(i)
      of the definition of the term "Permitted Investment" or (ii) any other
      Foreign Restricted Subsidiary; provided that if as of any date any Person
      other than the Company or a Guarantor 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 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 five Business Days of
      incurrence;

            (8) Indebtedness of the Company or any of its Restricted
      Subsidiaries represented by letters of credit for the account of the
      Company or such Restricted Subsidiary, as the case may be, in order to
      provide security for workers' compensation claims, payment obligations in
      connection with self-insurance or similar requirements in the ordinary
      course of business;

            (9) Indebtedness represented by Capitalized Lease Obligations and
      Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
      incurred in the ordinary course of business (including Refinancings
      thereof that do not result in an increase in the aggregate principal
      amount of Indebtedness of such Person as of the date of such proposed
      Refinancing (plus the amount of any premium required to be paid under the
      terms of the instrument governing such Indebtedness and plus the amount of
      reasonable expenses incurred by the Company in connection with such
      Refinancing)) not to exceed $10.0 million at any time outstanding;

            (10) Refinancing Indebtedness;

                                     - 19 -

<PAGE>

            (11) Indebtedness represented by guarantees by the Company or a
      Restricted Subsidiary of Indebtedness incurred by the Company or a
      Restricted Subsidiary so long as the incurrence of such Indebtedness by
      the Company or any such Restricted Subsidiary is otherwise permitted by
      the terms of this Indenture;

            (12) Indebtedness arising from agreements of the Company or a
      Subsidiary providing for indemnification, adjustment of purchase price or
      similar obligations, in each case, incurred in connection with the
      disposition of any business, assets or Subsidiary, other than guarantees
      of Indebtedness incurred by any Person acquiring all or any portion of
      such business, assets or Subsidiary for the purpose of financing such
      acquisition; provided that the maximum aggregate liability in respect of
      all such Indebtedness shall at no time exceed the gross proceeds actually
      received by the Company and the Subsidiary in connection with such
      disposition;

            (13) Indebtedness of the Company or any of its Restricted
      Subsidiaries to the extent the net proceeds thereof are concurrently with
      the incurrence thereof used to redeem the Notes in full or deposited to
      defease or discharge the Notes, in each case, in accordance with this
      Indenture;

            (14) obligations of the Company or any of its Restricted
      Subsidiaries in respect of performance and surety bonds and completion
      guarantees incurred in the ordinary course of business;

            (15) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
      outstanding principal amount not to exceed $2.0 million; and

            (16) additional Indebtedness of the Company and its Restricted
      Subsidiaries in an aggregate principal amount not to exceed $5.0 million
      at any 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 4.08, (a) the
outstanding principal amount of any item of Indebtedness shall be counted only
once and (b) 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 (16) above or is entitled to be incurred pursuant to the
Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the
Company shall, in its sole discretion, classify (or later reclassify) such item
of Indebtedness in any manner that complies with Section 4.08. 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 4.08.

      "Permitted Investments" means:

            (1) (a) Investments by the Company or any Restricted Subsidiary of
      the Company in any Person that is or will become immediately after such
      Investment a Guarantor or that will merge or consolidate with or into the
      Company or a Guarantor, or that transfers or conveys all or substantially
      all of its assets to the Company or a Guarantor and (b) Investments in any
      Person that is or will become immediately after such Investment a Foreign
      Restricted Subsidiary by (i) the Company or any Guarantor so long as the
      aggregate amount of all such Investments are in the form of intercompany
      loans entered into in the ordinary course of business that rank equally in
      right of payment with all other senior obligations of such Person, are not
      subordinated in right of payment to any other Indebtedness of such Person,
      and do not exceed $15.0 million at any time outstanding and (ii) any other
      Foreign Restricted Subsidiary;

                                     - 20 -

<PAGE>

            (2) Investments in the Company by any Restricted Subsidiary of the
      Company; provided that any Indebtedness evidencing such Investment is
      unsecured and subordinated, pursuant to a written agreement, to the
      Company's Obligations under the Notes and the Indenture;

            (3) Investments in cash and Cash Equivalents;

            (4) Currency 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;

            (5) Investments in the Notes;

            (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 in
      exchange for claims against 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;

            (8) Investments in existence on the Issue Date;

            (9) loans and advances, including advances for travel and moving
      expenses, to employees, officers and directors of the Company and its
      Restricted Subsidiaries in the ordinary course of business for bona fide
      business purposes not in excess of $1.0 million at any one time
      outstanding;

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

            (11) additional Investments not to exceed $2.0 million at any 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 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 or pursuant to customary reservations or retentions of
      title 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, or
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

                                     - 21 -

<PAGE>

            (4) any judgment Lien not giving rise to an Event of Default;

            (5) easements, rights-of-way, zoning restrictions and other similar
      charges, encumbrances or title defects 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) any interest or title of a lessor under any Capitalized Lease
      Obligation permitted pursuant to clause (9) of the definition of
      "Permitted Indebtedness;" provided that such Liens do not extend to any
      property or assets which is not leased property subject to such
      Capitalized Lease Obligation;

            (7) Liens securing Purchase Money Indebtedness permitted pursuant to
      clause (9) of the definition of "Permitted Indebtedness;"

            (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;

            (12) Liens securing Indebtedness under Currency Agreements that are
      permitted under this Indenture;

            (13) Liens securing Acquired Indebtedness incurred in accordance
      with Section 4.08; 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;

                                     - 22 -

<PAGE>

            (14) Liens existing as of the Issue Date and securing Permitted
      Indebtedness of the type described in clause (3) of the definition thereof
      to the extent and in the manner such Liens are in effect on the Issue
      Date;

            (15) Liens securing the Notes and all other monetary obligations
      under this Indenture and the Guarantees;

            (16) Liens securing Indebtedness under the Credit Agreement to the
      extent such Liens are subject to the provisions of the Intercreditor
      Agreement and such Indebtedness is permitted under clause (2) or (16) of
      the definition of the term "Permitted Indebtedness" and all other
      Obligations thereunder;

            (17) Liens securing Indebtedness of Foreign Restricted Subsidiaries
      to the extent such Indebtedness is permitted under clause (15) of the
      definition of the term "Permitted Indebtedness;" provided, however, that
      no asset of the Company or any Domestic Restricted Subsidiary shall be
      subject to any such Lien; and

            (18) Liens securing Refinancing Indebtedness which is incurred to
      Refinance any Indebtedness which has been secured by a Lien permitted
      under this Indenture and which has been incurred in accordance with
      Section 4.08; provided, however, that such Liens: (i) are no less
      favorable to the Holders and are not more favorable to the lienholders
      with respect to such Liens than the Liens in respect of the Indebtedness
      being Refinanced; and (ii) do not extend to or cover any property or
      assets of the Company or any of its Restricted Subsidiaries not securing
      the Indebtedness so Refinanced.

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

      "Physical Notes" has the meaning set forth in Section 2.01.

      "Pledge Agreement" means the Pledge Agreement, dated as of the Issue Date,
made by the Company and the Guarantors that become parties thereto in favor of
the Collateral Agent, as amended or supplemented from time to time in accordance
with its terms.

      "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.

      "Premises" has the meaning set forth in Section 4.18.

      "Private Placement Legend" means the legend set forth on the Initial Notes
in the form set forth in Exhibit A.

      "Public Equity Offering" means an underwritten public offering of Common
Stock of the Company or any holding company of the Company pursuant to a
registration statement filed with the SEC (other than on Form S-8).

      "Purchase Money Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries incurred for the purpose of financing all or any part of
the purchase price, or the cost of installation, construction or improvement, of
property or equipment; provided, that (1) the aggregate principal amount of such
Indebtedness does not exceed the lesser of the Fair Market Value of such

                                     - 23 -
<PAGE>

property or such purchase price or cost, (2) such Indebtedness shall not be
secured by a Lien on any property or assets of the Company or any Restricted
Subsidiary of the Company other than such property or assets so acquired or
constructed and improvements thereto with such financing and (3) such
Indebtedness is incurred either concurrently or within 30 days of such
acquisition, installation, construction or improvement.

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

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

      "RCF Excess Cash Flow Offer Conditions" means, as of any date of
determination, (i) both before and after giving effect to the payment to be made
pursuant to an Excess Cash Flow Offer, no Default or Event of Default shall have
occurred and be continuing under the Credit Agreement , and (ii) (A) if the
Company will not borrow under the Credit Agreement to make such payment, the
Company shall have had the ability to draw at least $5,000,000 under the Credit
Agreement for the thirty-day period ending on the date of such payment and
believes that it will continue to have such ability for the thirty-day period
commencing on such date, and (B) if the Company will borrow under the Credit
Agreement to make all or any portion of such payment, the Company shall have had
the ability to draw at least $10,000,000 under the Credit Agreement for the
thirty-day period ending on the date of such payment and believes that it will
continue to have such ability for the thirty-day period commencing on such date.
Each condition set forth in the immediately preceding sentence shall only be
applicable to the extent the Credit Agreement contains a covenant containing
such condition that prohibits the Company from consummating any Excess Cash Flow
Offer.

      "RCF Priority Collateral" means all existing and after-acquired inventory,
accounts receivable, lockboxes, deposit accounts into which payments therefor
are deposited and proceeds thereof of the Company and the Guarantors.

      "Record Date" means any of the Record Dates specified in the Notes,
whether or not a Legal Holiday.

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

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

      "Reference Date" has the meaning set forth in Section 4.09.

      "Reference Treasury Dealer" means any primary U.S. government securities
dealer in the City of New York selected by the Company.

      "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

      "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

                                     - 24 -

<PAGE>

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 4.08 (other than pursuant to Permitted Indebtedness) or clause (1), (3)
or (10) of the definition of Permitted Indebtedness, in each case that does not:

            (1) have an aggregate principal amount (or, if such Indebtedness is
      issued with original issue discount, an aggregate offering price) greater
      than the sum of (x) the aggregate principal amount of the Indebtedness
      being Refinanced (or, if such Indebtedness being Refinanced is issued with
      original issue discount, the aggregate accreted value) as of the date of
      such proposed Refinancing, (y) the amount of accrued but unpaid interest
      thereon and any premium required to be paid thereon under the terms of the
      instrument governing such Indebtedness and (z) the amount of reasonable
      fees, expenses and defeasance costs relating to the Refinancing of such
      Indebtedness being Refinanced;

            (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;

            (3) if the obligor of the Indebtedness that is being Refinanced is
      the Company, change the obligor or add any additional obligors on such
      Refinancing Indebtedness;

            (4) affect the security, if any, for such Refinancing Indebtedness
      (except to the extent that less security is granted to holders of such
      Refinancing Indebtedness); or

            (5) afford the holders of such Refinancing Indebtedness covenants,
      defaults, rights or remedies more burdensome to the obligors than those
      contained in the Indebtedness being Refinanced.

      If such Indebtedness being Refinanced is subordinate or junior by its
terms to the Notes, then such Refinancing Indebtedness shall be subordinate by
its terms to the Notes at least to the same extent and in the same manner as the
Indebtedness being Refinanced.

      "Register" is defined in Section 2.03.

      "Registrar" has the meaning set forth in Section 2.03.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the Issue Date, between the Company, the Guarantors and the Initial
Purchaser, as the same may be amended or modified from time to time in
accordance with the terms thereof.

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

      "Regulation S Global Notes" has the meaning set forth in Section 2.01.

      "Related Businesses" means any business in which the Company or any
Restricted Subsidiary of the Company was engaged on the Issue Date and any other
businesses that in the good faith judgment of the Board of Directors of the
Company are similar or reasonably related to the businesses in which the Company
and its Restricted Subsidiaries are engaged on the Issue Date.

                                     - 25 -

<PAGE>

      "Replacement Assets" has the meaning set forth in Section 4.10.

      "Released Interests" has the meaning set forth in Section 12.04.

      "Restricted Payment" has the meaning set forth in Section 4.09.

      "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely on an Opinion of counsel with respect to
whether any Note constitutes a Restricted Security.

      "Restricted Subsidiary" of any Person means any Subsidiary of such Person
which at the time of determination is not an Unrestricted Subsidiary. Unless the
context otherwise requires, references to Restricted Subsidiaries shall be
deemed to be references to Restricted Subsidiaries of the Company.

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

      "SEC" has the meaning set forth in Section 4.23.

      "Secured Parties" has the meaning set forth in the Security Agreement.

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

      "Security Agreement" means the Security Agreement, dated as of the Issue
Date, made by the Company and the Guarantors in favor of the Collateral Agent,
as amended or supplemented from time to time in accordance with its terms.

      "Shared Collateral" means all Collateral other than the Notes Priority
Collateral, the RCF Priority Collateral and any Foreign Collateral.

      "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.

      "Specified Issuance" means any issuance of Qualified Capital Stock
described in clause (10) of clause (b) of Section 4.09.

      "Specified Transaction" means any transaction consummated after the Issue
Date pursuant to which (1) the Company or any Restricted Subsidiary of the
Company acquires (a) all of the Capital Stock of any Person engaged in a Related
Business or (b) all or substantially all of the assets of any Person
constituting a business or business line that is a Related Business, or (2) any
Person engaged in a Related Business acquires all of the Capital Stock or all or
substantially all of the assets of the Company in accordance with Section 5.01
and pursuant thereto becomes the issuer of the Notes, in each such case, for
aggregate consideration in excess of $1.0 million.

      "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

                                     - 26 -

<PAGE>

            (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.

      Unless the context otherwise specifically requires, the term "Subsidiary"
shall be a reference to a Subsidiary of the Company.

      "Surviving Entity" has the meaning set forth in Section 5.01.

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

      "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption period.

      "Transaction Date" has the meaning set forth in the definition of the term
"Consolidated Fixed Charge Coverage Ratio".

      "Trustee" has the meaning set forth in the preamble to this Indenture.

      "Trust 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.

      "Unit" means a unit consisting of one Note in aggregate principal amount
of $1,000 and one Warrant.

      "Unrestricted Cash" means, at any time, cash and Cash Equivalents of the
Company and its Restricted Subsidiaries to the extent such cash and Cash
Equivalents is (i)(a) not subject to any Lien (other than a Permitted Lien
described in clause (15) or (16) of the definition thereof) or (b) on deposit
in, or credited to, any escrow or similar account and (ii) included in "cash and
cash equivalents" and not "restricted cash" on the consolidated balance sheet of
the Company or any such Restricted Subsidiary.

      "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 Directs 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 4.09; and

                                     - 27 -

<PAGE>

            (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.

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

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

      "U.S. Physical Notes" has the meaning set forth in Section 2.01.

      "Valuation Date" has the meaning set forth in Section 12.04.

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

      "Warrant Agreement" means the Warrant Agreement dated as of the date
hereof among the Company and Wells Fargo Bank, National Association, as warrant
agent, as such agreement may be amended, modified and supplemented from time to
time in accordance with the terms thereof.

      "Warrants" has the meaning given to such term in the Warrant Agreement.

      "Warrant Shares" has the meaning given to such term in the Warrant
Agreement.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the then
outstanding aggregate principal amount of such Indebtedness into (2) the sum of
the total of the products obtained by multiplying:

            (a) 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

            (b) the number of years (calculated to the nearest one-twelfth)
      which will elapse between such date and the making of such payment.

                                     - 28 -

<PAGE>

      "Wholly-Owned Subsidiary" of any Person means any Restricted Subsidiary of
such Person of which all the outstanding Capital Stock (other than in the case
of a Foreign Restricted 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.

      SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

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

      "indenture securities" means the Notes.

      "indenture security holder" means a Holder.

      "indenture to be qualified" means this Indenture.

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

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

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

      SECTION 1.03. Rules of Construction.

      Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

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

            (6) when the words "includes" or "including" are used herein, they
      shall be deemed to be followed by the words "without limitation";

            (7) all references to Sections or Articles refer to Sections or
      Articles of this Indenture unless otherwise indicated; and

            (8) unless otherwise defined or the context otherwise requires,
      terms for which meanings are provided in this Indenture shall have such
      meanings when used in each other Indenture Document.

                                     - 29 -

<PAGE>

                                   ARTICLE TWO

                                    THE NOTES

      SECTION 2.01. Form and Dating.

      The Initial Notes and the Additional Notes and the Trustee's certificate
of authentication thereon shall be substantially in the form of Exhibit A
hereto. The Units shall be substantially in the form of Exhibit B hereto. The
Exchange Notes and the Trustee's certificate of authentication thereon shall be
substantially in the form of Exhibit C hereto. The Notes and Warrants will be
mandatorily separated upon the earlier to occur of (i) 180 days following the
consummation of the Issue Date; (ii) the date on which a registration statement
for a registered exchange offer with respect to the Notes is declared effective
under the Securities Act; (iii) the date on which a shelf registration statement
with respect to Warrant Shares is declared effective under the Securities Act;
and (iv) such date as the Initial Purchaser in its sole discretion shall
determine. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or DTC rule or usage. The Company and the Trustee shall
approve the form of the Notes and any notation, legend or endorsement on them.
Each Note shall be dated the date of its authentication.

      The terms and provisions contained in the forms of the Notes annexed
hereto as Exhibit A and Exhibit C, shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, 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 one or more permanent global notes in registered form,
substantially in the form set forth in Exhibit A (the "144A Global Notes"),
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided and shall bear the
legend set forth in Exhibit D.

      Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7)
under the Securities Act shall be issued initially in the form of one or more
permanent global notes registered form, substantially in the form set forth in
Exhibit A (the "IAI Global Notes"), deposited with the Trustee, as custodian for
DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit D.

      Notes offered and sold in offshore transactions in reliance on Regulation
S shall be issued initially (i) in the form of one or more global notes
registered form, substantially in the form set forth in Exhibit A ("Regulation S
Global Notes", and, together with the 144A Global Notes and IAI Global Notes,
the "Global Notes") deposited with the Trustee, as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Exhibit D or (ii) in the form of
certificated Notes in registered form set forth in Exhibit A (the "Offshore
Physical Notes").

      The aggregate principal amount of any Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC, as hereinafter provided.

      Notes offered and sold in reliance on any exemption from registration
under the Securities Act other than pursuant to Rule 144A or Rule 501(a)(1),
(2), (3) or (7) or Regulation S shall be issued, and Notes offered and sold in
reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be issued, in the
form of certificated Notes and Notes in registered form in substantially the
form set forth in Exhibit A (the "U.S. Physical Notes"). The Offshore Physical
Notes and the U.S. Physical Notes are sometimes collectively herein referred to
as the "Physical Notes."

                                     - 30 -

<PAGE>

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

      SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

      An Officer (who shall have been duly authorized by all requisite corporate
actions) shall sign the Notes for the Company by manual or facsimile signature.

      If an Officer whose signature is on a Note was an Officer at the time of
such execution but no longer holds that office or position at the time the
Trustee authenticates the Note, the Note shall nevertheless be valid.

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

      The Trustee shall authenticate (i) Initial Notes for original issue in the
aggregate principal amount not to exceed $90,000,000, (ii) Exchange Notes from
time to time for issue only in exchange for a like principal amount of Initial
Notes, (iii) subject to compliance with Section 4.08, one or more series of
Additional Notes in an unlimited amount and (iv) Initial Units of 90,000, in
each case, upon written orders of the Company in the form of an authentication
and delivery order, which authentication and delivery order shall, in the case
of any issuance of Additional Notes, certify that such issuance is in compliance
with Section 4.08. In addition, each authentication and delivery order shall
specify the amount of Notes and Units to be authenticated and the date on which
the Notes and Units are to be authenticated, whether the Notes are to be Initial
Notes, Exchange Notes or Additional Notes, and shall further specify the amount
of such Notes and Units to be issued as Global Notes, Offshore Physical Notes or
U.S. Physical Notes or Global Units, Offshore Physical Units or U.S. Physical
Units, respectively. All Notes issued under this Indenture shall vote and
consent together on all matters as one class and no series of Notes shall have
the right to vote or consent as a separate class on any matter.

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

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

      SECTION 2.03. Registrar and Paying Agent.

      The Company shall maintain an office or agency which shall initially be
the office of the Trustee in the Borough of Manhattan, The City of New York,
where (a) Notes may be presented or surrendered for registration of transfer or
for exchange (the "Registrar"), (b) Notes may be presented or surrendered for
payment (the "Paying Agent") and (c) notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Registrar shall
keep a register of the Notes and of their transfer and exchange (the
"Register"). The Company, upon prior written notice to the Trustee, may have one
or more co-Registrars and one or more additional Paying Agents reasonably
acceptable to the

                                     - 31 -

<PAGE>

Trustee. The term "Paying Agent" includes any additional Paying Agent. Neither
the Company nor any Affiliate of the Company may act as Paying Agent.

      The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee in writing, in advance, of
the name and address of any such Agent and otherwise be reasonably satisfactory
to the Trustee. If the Company fails to maintain a Registrar or Paying Agent, or
fails to give the foregoing notice, the Trustee shall act as such.

      The Company initially appoints the Trustee as Registrar, Paying Agent and
agent for service of demands and notices in connection with the Notes. The
Paying Agent or Registrar may resign upon thirty (30) days' written notice to
the Company.

      SECTION 2.04. Obligations of Paying Agent.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent shall hold separate and apart from, and
not commingle with any other properties, for the benefit of the Holders or the
Trustee, all assets held by the Paying Agent for the payment of principal of, or
interest on, the Notes (whether such assets have been distributed to it by the
Company or any other obligor on the Notes), and the Company and the Paying Agent
shall notify the Trustee in writing of any Default by the Company (or any other
obligor on the Notes) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon receipt by the Trustee of all assets
that shall have been delivered by the Company to the Paying Agent, the Paying
Agent shall have no further liability for such assets.

      SECTION 2.05. 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
the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record Date and at such other times as the
Trustee may request in writing a list as of such date and in such form as the
Trustee may reasonably request of the names and addresses of the Holders, which
list may be conclusively relied upon by the Trustee.

      SECTION 2.06. Transfer and Exchange.

      Subject to the provisions of Sections 2.14 and 2.15, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested; provided, however, that
the Notes presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar or co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing and
such other documents as the Registrar or co-Registrar may reasonably require. To
permit registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's or co-Registrar's request.
No service charge shall be made for any registration of transfer or exchange,
but the Company or the Trustee may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge

                                     - 32 -

<PAGE>

payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Section
2.10, 3.06, 4.10 or 4.23, in which event the Company shall be responsible for
the payment of such taxes).

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

      Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may be effected
only through DTC, in accordance with this Indenture and the Applicable
Procedures.

      SECTION 2.07. Replacement Notes.

      If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note claims in writing that the Note has been lost, destroyed or wrongfully
taken, then, in the absence of written notice to the Company upon its request or
the Trustee that such Note has been acquired by a protected purchaser, the
Company shall issue and the Trustee shall authenticate a replacement Note of
like tenor and principal amount and bearing a number not contemporaneously
outstanding if the Trustee's requirements are met. Except with respect to
mutilated Notes, if required by the Trustee or the Company, such Holder must
provide an affidavit of lost certificate and an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Note, including reasonable fees
and expenses of its counsel and of the Trustee and its counsel. In case any
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay such Note instead
of issuing a new Note in replacement thereof. Every replacement Note shall
constitute an additional obligation of the Company, entitled to the benefits of
this Indenture.

      SECTION 2.08. Outstanding Notes.

      Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding.
Subject to the provisions of Section 2.09, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

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

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

                                     - 33 -

<PAGE>

      SECTION 2.09. Treasury Notes; When Notes are Disregarded.

      (a) Notwithstanding anything to the contrary as set forth in Section
316(a) of the TIA, in determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or any Subsidiary of the Company or any other obligor
of the Notes shall be considered as though they are not outstanding (but the
Notes owned of record or beneficially by any other Affiliates shall be deemed
outstanding for all purposes under the Indenture), and (b) in determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, amendment, supplement, waiver or consent, only
Notes owned by the Company, its Subsidiaries or any other obligor on the Notes
which the Trustee knows are so owned shall be considered as though they are not
outstanding.

      SECTION 2.10. Temporary Notes.

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

      SECTION 2.11. Cancellation.

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

      SECTION 2.12. CUSIP Numbers.

      A "CUSIP" number shall be printed on the Notes, and the Trustee shall use
the CUSIP number in notices of redemption, purchase 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 promptly notify the Trustee of
any change in the CUSIP number.

                                     - 34 -
<PAGE>

      SECTION 2.13. Deposit of Moneys.

      Prior to 11:00 a.m. New York City time on each Interest Payment Date and
the Maturity Date, the Company shall deposit with the Paying Agent U.S. Legal
Tender sufficient to make cash payments, if any, due on such Interest Payment
Date or the Maturity Date, as the case may be.

      SECTION 2.14. Book-Entry Provisions for Global Notes.

      (a) The Global Notes and Global Units initially shall (i) be registered in
the name of DTC or the nominee of DTC, (ii) be delivered to the Trustee as
custodian for DTC and (iii) bear legends as set forth in Exhibit D.

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

      (b) Transfers of the Global Notes or Global Units shall be limited to
transfers in whole, but not in part, to DTC, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes and Global Units
may be transferred or exchanged in accordance with the Applicable Procedures of
DTC and the provisions of Section 2.15. In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Notes if (i) DTC notifies the Company that it is unwilling or
unable to continue as Depository for the Global Notes and a successor Depository
is not appointed by the Company within ninety (90) days of such notice or (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from DTC to issue Physical Notes.

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

      (d) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Note to beneficial owners pursuant to clause
(b) of this Section 2.14, the Registrar shall (if one or more Physical Notes are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and aggregate principal amount.

      (e) In connection with the transfer of an entire Global Note to beneficial
owners pursuant to clause (b) of this Section 2.14, the Global Notes shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by DTC in exchange for its beneficial interest in the Global
Notes, an equal aggregate principal amount of Physical Notes of authorized
denominations.

                                     - 35 -
<PAGE>

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

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

      SECTION 2.15. Special Transfer Provisions.

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

            (i) the Registrar shall register the transfer of any Note
      constituting a Restricted Security, whether or not such Note bears the
      Private Placement Legend, if (x) the requested transfer is after June 29,
      2006 or (y) (1) in the case of a transfer to an Institutional Accredited
      Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
      transferee has delivered to the Registrar a certificate substantially in
      the form of Exhibit E hereto or (2) in the case of a transfer to a
      Non-U.S. Person, the proposed transferor has delivered to the Registrar a
      certificate substantially in the form of Exhibit F hereto; 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 certificate, if any, required by clause (i) above and (y)
      instructions given in accordance with the Applicable Procedures and the
      Registrar's procedures,

whereupon (1) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be
transferred, and (2) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and principal
amount.

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

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

                                     - 36 -
<PAGE>

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

      (c) Private Placement Legend. Upon the transfer, exchange or replacement
of Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing the Private Placement Legend, the Registrar
shall deliver only Notes that bear the Private Placement Legend unless (i) the
circumstance contemplated by clause (a)(i)(x) of this Section 2.15 exists or
(ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act. The Registrar
shall not register a transfer of any Note unless such transfer complies with the
restrictions on transfer of such Note set forth in this Indenture. In connection
with any transfer of Notes, each Holder agrees by its acceptance of the Notes to
furnish the Registrar or the Company such certifications, legal opinions or
other information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

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

      The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.14 or this Section 2.15.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

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

      Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by DTC.

      SECTION 2.16. Transfers of Global Notes and Physical Notes.

      A transfer of a Global Note or a Physical Note (including the right to
receive principal and interest payable thereon) may be made only by the
Registrar's entering the transfer in the Register. Prior to such entry, the
Company shall treat the person in whose name such Note is registered as the
owner of the Note for all purposes.

                                     - 37 -
<PAGE>

                                  ARTICLE THREE

                                   REDEMPTION

      SECTION 3.01. Optional Redemption.

      The Company may, at its option, redeem the Notes, in whole or in part, at
specified times and under the specified conditions, as set forth in Paragraph 6
of the Notes. If the Company elects to redeem Notes pursuant to Paragraph 6 of
the Notes, it shall furnish to the Trustee and Paying Agent an Officers'
Certificate setting forth the Redemption Date and the principal amount of the
Notes to be redeemed and the clause of this Indenture or the Notes pursuant to
which the redemption shall occur.

      Each Officers' Certificate provided for in this Section 3.01 shall be
accompanied by an Opinion of Counsel stating that such redemption shall comply
with the conditions contained herein and in the Notes.

      SECTION 3.02. Selection of Notes to be Redeemed

      If fewer than all of the Notes are to be redeemed pursuant to Paragraph 6
of the Notes, the Trustee shall select the Notes to be redeemed:

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

            (2) if such Notes are not then listed on a national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee may
reasonably determine is fair and appropriate; provided that no partial
redemption will reduce the principal amount of a Note not redeemed to less than
$1,000; and provided, further, that if a partial redemption is made with the
proceeds of an Equity Offering then the selection of the Notes or portions
thereof for redemption shall be made by the Trustee only on a pro rata basis or
on as nearly a pro rata basis as is practicable (subject to the procedures of
DTC), unless such method is prohibited.

      The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption and shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount at maturity thereof, to be
redeemed. Notes in denominations of $1,000 or less in principal amount at
maturity may be redeemed only in whole. The Trustee may select for redemption
portions (equal to $1,000 in principal amount at maturity or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

      SECTION 3.03. Notice of Redemption.

      Notice of redemption will be mailed by first-class mail at least 30 but
not more than 60 days before a Redemption Date, postage prepaid, to each Holder
whose Notes are to be redeemed at its registered address, with a copy to the
Trustee and any Paying Agent. At the Company's written request, the Trustee
shall give the notice of redemption in the Company's name and at the Company's
expense. Failure to give notice of redemption, or any defect therein to any
Holder of any Note selected for redemption shall not impair or affect the
validity of the redemption of any other Note.

      Each notice of redemption shall identify the Notes to be redeemed and
shall state:

                                     - 38 -
<PAGE>

            (1) the Redemption Date;

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

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

            (4) the CUSIP number;

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

            (6) the place where such Notes called for redemption must be
      surrendered to the Paying Agent to collect the Redemption Price plus
      accrued interest, if any;

            (7) that, unless the Company fails to deposit with the Paying Agent
      funds in satisfaction of the applicable redemption price, interest on
      Notes called for redemption ceases to accrue on and after the Redemption
      Date in accordance with Section 3.05, and the only remaining right of the
      Holders of such Notes is to receive payment of the Redemption Price plus
      accrued interest, if any, upon surrender to the Paying Agent of the Notes
      redeemed;

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

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

      If any of the Notes to be redeemed is in the form of a Global Note, then
the Company shall modify such notice to the extent necessary to accord with the
procedures of DTC applicable to redemption.

      SECTION 3.04. Effect of Notice of Redemption.

      Once notice of redemption is mailed in accordance with Section 3.03, Notes
or portions thereof called for redemption shall become irrevocably due and
payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes or
portions thereof called for redemption shall be paid at the Redemption Price
plus accrued interest thereon to the Redemption Date, but installments of
interest, the maturity of which is on or prior to the Redemption Date, shall be
payable to Holders of record at the close of business on the relevant Record
Dates referred to in the Notes.

      SECTION 3.05. Deposit of Redemption Price.

      Not later than 10:00 a.m. local time in the place of payment on the
Redemption Date, the Company shall deposit with the Paying Agent U.S. Legal
Tender sufficient to pay the Redemption Price plus accrued interest, if any, of
all Notes or portions thereof to be redeemed on that date.

                                     - 39 -
<PAGE>

      The Paying Agent shall promptly return to the Company any U.S. Legal
Tender so deposited which is not required for that purpose, except with respect
to monies owed as obligations to the Trustee pursuant to Article Seven.

      If the Company complies with first paragraph this Section 3.05, then,
unless the Company defaults in the payment of such Redemption Price plus accrued
interest, if any, on the Notes to be redeemed shall cease to accrue on and after
the applicable Redemption Date, whether or not such Notes are presented for
payment.

      SECTION 3.06. Notes Redeemed in Part.

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

      SECTION 3.07. Mandatory Redemption; Offers to Purchase; Open Market
Purchases

      The Company is not required to make any mandatory redemption or sinking
fund payments with respect to the Notes. However, under certain circumstances,
the Company may be required to offer to purchase the Notes pursuant to Section
4.10, Section 4.24 and Section 4.25. The Company may at any time and from time
to time purchase Notes in the open market or otherwise.

                                  ARTICLE FOUR

                                    COVENANTS

      SECTION 4.01. Payment of Notes.

      The Company shall pay the principal of, or premium, if any, or interest,
and Additional Interest, if any, on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. An installment of principal of, or
premium, if any, or interest, and Additional Interest, if any, on the Notes
shall be considered paid on the date it is due if the Trustee or Paying Agent
(other than the Company or an Affiliate of the Company) holds on that date U.S.
Legal Tender designated for and sufficient to pay the installment in full.

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

      SECTION 4.02. Maintenance of Office or Agency.

      The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

                                     - 40 -
<PAGE>

      SECTION 4.03. Corporate Existence.

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

      SECTION 4.04. Payment of Taxes and Other Claims.

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

      SECTION 4.05. Maintenance of Properties and Insurance.

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

      (b) The Company shall maintain insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Company, is adequate and appropriate for the conduct of the
business of the Company and the Domestic Restricted Subsidiaries in a prudent
manner, with reputable insurers or with the government of the United States or
an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be customary, in the good faith judgment of the
Company, for companies similarly situated in the industry in which the Company
and the Domestic Restricted Subsidiaries are engaged.

      SECTION 4.06. Compliance Certificate; Notice of Default.

      (a) The Company shall deliver to the Trustee, within ninety (90) days
after the end of the Company's fiscal year, an Officers' Certificate stating
that a review of the activities of the Company and

                                     - 41 -
<PAGE>

its Restricted Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officers (one of whom is the principal executive
officer, principal financial officer or principal accounting officer) with a
view to determining whether they have kept, observed, performed and fulfilled
their obligations under this Indenture and the other Indenture Documents and
further stating, as to each such Officer signing such certificate, that to the
best of such Officer's actual knowledge the Company and its Restricted
Subsidiaries during such preceding fiscal year have kept, observed, performed
and fulfilled each and every condition and covenant under this Indenture and the
other Indenture Documents in all material respects and at the date of such
certificate there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with
particularity.

      (b) The annual financial statements delivered pursuant to Section 4.23
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit 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 Four or Article Five insofar as they relate to accounting
matters or, if they believe that any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

      (c) The Company shall, so long as any Notes are outstanding, upon any
Officer of the Company becoming aware of any Default or Event of Default,
deliver to the Trustee an Officers' Certificate specifying such Default or Event
of Default within five (5) Business Days of such Officer becoming aware of such
occurrence.

      SECTION 4.07. Waiver of Stay, Extension or 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 or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest or Additional
Interest, if any, on the Notes as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenant that it shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee or Collateral
Agent, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

      SECTION 4.08. Limitation on Incurrence of Additional Indebtedness.

      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); provided, however, that the Company or any
of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such Indebtedness and after
giving effect to the incurrence thereof (1) no Default or Event of Default shall
be outstanding and (2) the Consolidated Fixed Charge Coverage Ratio of the
Company will be greater than 2.0 to 1.0.

                                     - 42 -
<PAGE>

      SECTION 4.09. Limitation on Restricted Payments.

      (a) 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 and dividends and distributions payable to the Company or another
      Restricted Subsidiary of the Company) on or in respect of shares of
      Capital Stock of the Company or its Restricted Subsidiaries to holders of
      such Capital Stock;

            (2) purchase, redeem or otherwise acquire or retire for value any
      Capital Stock of the Company or its Restricted Subsidiaries (other than
      any such Capital Stock held by the Company or any Restricted Subsidiary);

            (3) make any principal payment on, purchase, defease, redeem,
      prepay, decrease or otherwise acquire or retire for value, prior to any
      scheduled final maturity, scheduled repayment or scheduled sinking fund
      payment, any Indebtedness of the Company or any Guarantor, if any, that is
      subordinate or junior in right of payment to the Notes or a Guarantee; 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 4.08; or

            (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 at the time of the making thereof) shall exceed the
      sum of:

                  (A) 50% of the cumulative Consolidated Net Income (or if
            cumulative Consolidated Net Income is a loss, minus 100% of such
            loss) of the Company earned during the period beginning on the first
            day of the first completed fiscal quarter of the Company after the
            Issue Date and ending on the last day of the Company's most recent
            fiscal quarter ending prior to the date the Restricted Payment
            occurs for which financial statements are available (the "Reference
            Date") (treating such period as a single accounting period); plus

                  (B) 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 and on or
            prior to the Reference Date of Qualified Capital Stock of the
            Company or options or warrants to acquire the same (excluding any
            net proceeds from an Equity Offering to the extent used to redeem
            Notes pursuant to the provisions described under Paragraph 6 of the
            Notes); plus

                                     - 43 -
<PAGE>

                  (C) without duplication of any amounts included in clause
            (iii)(B) 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 subsequent to the Issue Date and on or prior
            to the Reference Date (excluding any net proceeds from an Equity
            Offering to the extent used to redeem Notes pursuant to the
            provisions described under Paragraph 6 of the Notes; plus

                  (D) 100% of the aggregate net cash proceeds received from the
            issuance (other than to a Subsidiary of the Company) of Indebtedness
            or shares of Disqualified Capital Stock of the Company that have
            been converted into or exchanged for Qualified Capital Stock of the
            Company subsequent to the Issue Date and on or prior to the
            Reference Date; plus

                  (E) the sum of (1) without duplication of any amounts included
            in Consolidated Net Income in clause (iii)(A) above, the aggregate
            amount paid in cash or Cash Equivalents to the Company or a
            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 the Company or a Subsidiary of the
            Company) and (3) upon redesignation of an Unrestricted Subsidiary as
            a Restricted Subsidiary, the product of (x) the fair market value of
            such Subsidiary and (y) the percentage of the Capital Stock of such
            Unrestricted Subsidiary that is held by the Company or any of its
            Restricted Subsidiaries; 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.

            In the case of clauses (iii)(B) and (C) above, any net cash proceeds
from issuances and sales of Qualified Capital Stock of the Company financed
directly or indirectly using funds borrowed from the Company or any Subsidiary
of the Company, shall be excluded until and to the extent such borrowing is
repaid.

      (b) Notwithstanding the foregoing, the provisions set forth in clause (a)
of this Section 4.09 do not prohibit:

            (1) the payment of any dividend or other distribution or redemption
      within 60 days after the date of declaration of such dividend or call for
      redemption, as the case may be, if such dividend or redemption would have
      been permitted on the date of declaration or call for redemption, as the
      case may be;

            (2) if no Default or Event of Default shall have occurred and be
      continuing or would exist after giving effect thereto, the acquisition of
      any shares of Qualified Capital Stock of the Company, either (i) solely in
      exchange for other shares of Qualified Capital Stock of the Company or
      (ii) through the application of net proceeds of a sale for cash (other
      than to a Subsidiary of the Company) of shares of Qualified Capital Stock
      of the Company within 60 days after such sale;

            (3) the acquisition of any Indebtedness of the Company or the
      Guarantors that is subordinate or junior in right of payment to the Notes
      and Guarantees either (i) solely in exchange for shares of Qualified
      Capital Stock of the Company, or (ii) if no Default or Event of Default
      shall have occurred and be continuing or would exist after giving effect
      thereto, through the

                                     - 44 -
<PAGE>

      application of net proceeds of a sale for cash (other than to a Subsidiary
      of the Company) within 60 days after such sale of (a) shares of Qualified
      Capital Stock of the Company or (b) Refinancing Indebtedness;

            (4) an Investment either (i) solely in exchange for shares of
      Qualified Capital Stock of the Company or (ii) through the application of
      the net proceeds of a sale for cash (other than to a Subsidiary of the
      Company) of shares of Qualified Capital Stock of the Company within 60
      days after such sale;

            (5) if no Default or Event of Default has occurred and is continuing
      or would exist after giving effect thereto, the repurchase or other
      acquisition of shares of Capital Stock of the Company from employees,
      former employees, directors or former directors of the Company (or
      permitted transferees of such employees, former employees, directors or
      former directors), pursuant to the terms of the agreements (including
      employment agreements) or plans (or amendments thereto) approved by the
      Board of Directors of the Company under which such individuals purchase or
      sell or are granted the option to purchase or sell, shares of such Capital
      Stock; provided, however, that the aggregate amount of such repurchases
      and other acquisitions in any calendar year shall not exceed the sum of
      (x) $1,000,000 and (y) the aggregate amount of Restricted Payments
      permitted (but not made) pursuant to this clause (5) in the immediately
      preceding calendar year;

            (6) repurchases of Capital Stock deemed to occur upon exercise of
      stock options, warrants or other similar rights if such Capital Stock
      represents a portion of the exercise price of such options, warrants or
      other similar rights;

            (7) payments or distributions to dissenting stockholders of Capital
      Stock of the Company pursuant to applicable law, pursuant to or 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 any of its Restricted Subsidiaries;

            (8) the application of the proceeds from the issuance of the Notes
      on the Issue Date as described under the "Use of Proceeds" section of the
      Company's Offering Circular, dated June 17, 2004;

            (9) if no Default or Event of Default shall have occurred and be
      continuing or would exist after giving effect thereto, payments on,
      purchases, defeasances, redemptions and prepayments of, and decreases and
      other acquisitions and retirement for value of, any of the 8% Senior Notes
      so long as the aggregate amount of consideration for any such 8% Senior
      Notes purchased, defeased, redeemed, prepaid or otherwise acquired or
      retired does not exceed 90% of the outstanding principal amount thereof,
      plus accrued and unpaid interest thereon;

            (10) if no Default or Event of Default shall have occurred and be
      continuing or would exist after giving effect thereto, purchases,
      redemptions or other acquisitions or retirements for value of any Capital
      Stock of the Company concurrently with or after any merger of the Company
      with any other Person that is not a Subsidiary of the Company in
      accordance with the terms of Section 5.01; provided, however, that (i) if
      the consideration paid or payable for such Capital Stock consists solely
      of Merger Proceeds (as defined below), or the aggregate consideration paid
      or payable for such Capital Stock so purchased, redeemed or otherwise
      acquired or retired for value shall not exceed the sum of (x) the
      aggregate Net Cash Proceeds received by such other Person from the
      issuance by such other Person of its Qualified Capital Stock and (y) the

                                     - 45 -
<PAGE>

      aggregate amount of capital contributions received by such other Person in
      cash (together with such Net Cash Proceeds, "Merger Proceeds"), in each
      case, concurrently with such merger, and (ii) if the consideration paid or
      payable for such Capital Stock does not consist solely of Merger Proceeds,
      immediately after giving effect thereto (including any other transactions
      related thereto), the Consolidated Leverage Ratio of the Company must be
      0.5 times lower on a pro forma basis than the Consolidated Leverage Ratio
      of the Company immediately before the occurrence of such merger; provided
      further, however, that if a Change of Control shall have resulted in
      connection with such purchase, redemption or other acquisition or
      retirement for value or merger, no such purchase, redemption or other
      acquisition or retirement for value may be made until the Change of
      Control Offer related thereto shall have been consummated by the Company
      in accordance with the terms of Section 4.25; and

            (11) if no Default or Event of Default shall have occurred and be
      continuing or would exist after giving effect thereto, other Restricted
      Payments not to exceed $5.0 million outstanding in the aggregate since the
      Issue Date.

      In determining the aggregate amount of Restricted Payments made subsequent
to the Issue Date in accordance with clause (iii) of the first paragraph of this
Section 4.09(a) amounts expended pursuant to clauses (1), (2)(ii), 3(ii)(a),
(4)(ii), (5), (7) and (11) of clause (b) of this Section 4.09 shall be included
in such calculation.

      (c) Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that each such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

      SECTION 4.10. Limitation on Asset Sales.

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

            (1) the Company or the 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;

            (2) at least 70% of the consideration received by the Company or the
      Restricted Subsidiary, as the case may be, from such Asset Sale is in the
      form of cash or Cash Equivalents and is received at the time of such
      disposition; provided that the amount of any liabilities (as shown on the
      most recent applicable balance sheet) of the Company or such Restricted
      Subsidiary (other than liabilities that are by their terms subordinated to
      the Notes) that are assumed by the transferee of any such assets shall be
      deemed to be cash for purposes of this provision to the extent that the
      documents governing such liabilities provide that there is no further
      recourse to the Company or any of its Subsidiaries with respect to such
      liabilities; and

            (3) 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 the assets and property sold pursuant to
            such Asset Sale constitute RCF Priority Collateral or Shared
            Collateral, to repay Indebtedness under the Credit Agreement;

                                     - 46 -
<PAGE>

                  (b) (i) to make an investment in properties and assets that
            replace the properties and/or assets that were the subject of such
            Asset Sale or in long-term properties and/or assets that will be
            used in a Related Business ("Replacement Assets") or (ii) to make
            expenditures for maintenance, repair or improvement of existing
            long-term properties or assets; or

                  (c) a combination of prepayment and investment permitted by
            the foregoing clauses (3)(a) and (3)(b).

      On the 361st day after an Asset Sale or such earlier date, if any, as the
Board of Directors of the Company or of such Restricted Subsidiary determines
not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in
clauses (3)(a), (3)(b) or (3)(c) of the preceding paragraph (each, 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 the preceding paragraph (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 60
days following the applicable Net Proceeds Offer Trigger Date, from all Holders
and all holders of other Applicable Indebtedness (other than Indebtedness under
the Credit Agreement) containing provisions similar to those set forth in this
Section 4.10 on a pro rata basis, the maximum principal amount of Notes and such
other Applicable Indebtedness that may be purchased with the Net Proceeds Offer
Amount at a price equal to 100% of the principal amount thereof (or if such
Indebtedness was issued with original issue discount, 100% of the accreted
value), plus accrued and unpaid interest and Additional Interest thereon, if
any, to the date of purchase; provided, however, that (x) 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 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 on the date of
such conversion or disposition, as the case may be, and the Net Cash Proceeds
thereof shall be applied in accordance with this Section 4.10 and (y)
notwithstanding anything to the contrary in this Section 4.10, if within 360
days of any Asset Sale, the Company or any Domestic Restricted Subsidiary enters
into one or more definitive agreements for the acquisition and/or construction
of a Replacement Asset consisting of a manufacturing or distribution facility
having a Fair Market Value of at least $1.0 million, the Net Cash Proceeds of
such Asset Sale shall not constitute a Net Proceeds Offer Amount to the extent
such Net Cash Proceeds are applied in accordance with the terms of such
definitive agreement for (aa) the acquisition of such manufacturing or
distribution facility or the real property upon which such manufacturing or
distribution facility is to be situated and/or (yy) the construction of such
manufacturing or distribution facility.

      The Company may defer any Net Proceeds Offer until there is an aggregate
unutilized Net Proceeds Offer Amount equal to or in excess of $5.0 million
resulting from one or more Asset Sales in which case the accumulation of such
amount shall constitute a Net Proceeds Offer Trigger Date (at which time, the
entire unutilized Net Proceeds Offer Amount, and not just the amount in excess
of $5.0 million, shall be applied as required pursuant to the immediately
preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net
Proceeds Offer Amount will be reset at zero.

      In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, which
transaction does not constitute a Change of Control, the successor entity shall
be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section 4.10,
and shall comply with the provisions of this Section 4.10 with respect to such
deemed sale as if it constituted an Asset Sale. In addition, the Fair Market
Value of

                                     - 47 -
<PAGE>

such properties and assets of the Company or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.10.

      Each notice of a Net Proceeds Offer shall be mailed first class, postage
prepaid, to the record Holders as shown on the register of Holders within 20
days following the Net 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. To the
extent Holders properly tender Notes in an amount exceeding the Net Proceeds
Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis
(based on amounts 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. If only a
portion of a Note is purchased pursuant to a Net Proceeds Offer, a new Note in a
principal amount equal to the portion thereof not purchased will be issued in
the name of the Holder thereof upon cancellation of the original Note (or
appropriate adjustments to the amount and beneficial interests in a Global Note
will be made). Notes (or portions thereof) purchased pursuant to a Net Proceeds
Offer will be cancelled and cannot be reissued.

      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 this Section
4.10, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations this
Section 4.10 by virtue of such compliance.

      SECTION 4.11. 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 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 for such encumbrances or restrictions existing under or by reason of:

                  (a) applicable law;

                  (b) this Indenture, the Collateral Agreements and the
            Intercreditor Agreement;

                  (c) customary non-assignment and non-transfer provisions of
            any lease of any Restricted Subsidiary of the Company to the extent
            such provisions restrict the transfer of the lease or license or the
            property leased or licensed thereunder;

                                     - 48 -
<PAGE>

                  (d) any 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) the Credit Agreement;

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

                  (g) restrictions on the transfer of assets subject to any Lien
            permitted under this Indenture;

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

                  (i) 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;

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

                  (k) restrictions in other Indebtedness incurred in compliance
            with Section 4.08, provided that such restrictions, taken as a
            whole, are, in the good faith judgment of the Company's Board of
            Directors, no more materially restrictive with respect to such
            encumbrances and restrictions than those contained in the existing
            agreements referenced in clauses (b), (e) and (f) above;

                  (l) restrictions on cash or other deposits imposed by
            customers under contracts or other arrangements entered into or
            agreed to in the ordinary course of business; or

                  (m) an agreement governing Indebtedness incurred to Refinance
            the Indebtedness issued, assumed or incurred pursuant to an
            agreement referred to in clause (b), (d), (e), (f), (j) or (k)
            above; provided, however, that the provisions relating to such
            encumbrance or restriction contained in any such Indebtedness are no
            less favorable to or more restrictive on 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 clause (b), (d), (e), (f), (j) or (k).

      SECTION 4.12. Limitation on Issuances and Sales of Capital Stock of
Subsidiaries.

      The Company will not permit or cause any of its Restricted Subsidiaries to
issue or sell any Capital Stock (other than to the Company or to a Wholly-Owned
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly-Owned Subsidiary of the Company) to own or hold any Capital Stock of any
Restricted Subsidiary of the Company or any Lien or security interest therein
(other than as required by applicable law); provided, however, that this
provision shall not prohibit (1) any issuance or sale if, immediately after
giving effect thereto, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary and any Investment in such Person remaining after giving
effect to such

                                     - 49 -
<PAGE>

issuance or sale would have been permitted to be made under Section 4.09 if made
on the date of such issuance or sale or (2) the sale of all of the Capital Stock
of a Restricted Subsidiary in compliance with the provisions of Section 4.10.

      SECTION 4.13. 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 (other than Permitted Liens) of any kind against 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.

      SECTION 4.14. 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 any of its Affiliates (each an "Affiliate Transaction"), other
than

            (x) Affiliate Transactions permitted under clause (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.

      Except with respect to clause (b) below, with respect to all Affiliate
Transactions and except with respect to Affiliate Transactions involving
aggregate payments or other property with a Fair Market Value of less than $0.5
million, the Company shall deliver an Officers' Certificate to the Trustee
certifying that such transactions are in compliance with clause (a)(y) of the
preceding paragraph. 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 a majority of the disinterested members of the
Board of Directors of the Company, 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 $10.0 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 the financial terms of
such transaction or series of related transactions to the Company or the
relevant Restricted Subsidiary, as the case may be, from an Independent
Financial Advisor and file the same with the Trustee.

      (b) The restrictions set forth in clause (a) of this Section 4.14 shall
not apply to:

            (1) reasonable and customary (x) fees and compensation (including
      directors' fees) paid to, (y) indemnity provided on behalf of, and (z)
      employee benefit arrangements provided for the benefit of, officers,
      directors, employees or consultants of the Company or any Restricted
      Subsidiary of the Company, in each case, entered into in the ordinary
      course of business and as determined in good faith by the Company's Board
      of Directors;

                                     - 50 -
<PAGE>

            (2) transactions exclusively between or among the Company and any of
      its Restricted Subsidiaries or exclusively between or among such
      Restricted Subsidiaries; provided such transactions are not otherwise
      prohibited by the Indenture;

            (3) any agreement as in effect as of the Issue Date and 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; and

            (5) any merger or other transaction with an Affiliate solely for the
      purpose of reincorporating the Company in another jurisdiction.

      SECTION 4.15. Additional Subsidiary Guarantees.

      If (x) the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any Person that is not a Guarantor but becomes a
Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) as a result
of such transaction, (y) if the Company or any of its Restricted Subsidiaries
shall organize, acquire or otherwise invest in another Person that is or becomes
a Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) that is
not a Guarantor or (z) any Domestic Restricted Subsidiary that was an Immaterial
Subsidiary is no longer an Immaterial Subsidiary, then the Company shall cause
such Domestic Restricted Subsidiary that is not a Guarantor to:

            (1) execute and deliver to the Trustee a supplemental indenture in
      form reasonably satisfactory to the Trustee pursuant to which such
      Domestic Restricted Subsidiary shall unconditionally guarantee on a senior
      secured basis all of the Company's obligations under the Notes and this
      Indenture on the terms set forth in this Indenture;

            (2) (a) execute and deliver to the Collateral Agent such amendments
      to the Collateral Agreements as the Collateral Agent deems necessary or
      advisable in order to grant to the Collateral Agent, for the benefit of
      the Holders and the Lenders, a perfected security interest in the Capital
      Stock of such new Domestic Restricted Subsidiary and any debt securities
      of such new Domestic Restricted Subsidiary, subject to the Permitted
      Liens, which are owned by the Company or such new Domestic Restricted
      Subsidiary and required to be pledged pursuant to the Pledge Agreement,
      (b) deliver to the Collateral Agent any certificates representing such
      Capital Stock and debt securities, together with (i) in the case of such
      Capital Stock, undated stock powers or instruments of transfer, as
      applicable, endorsed in blank, and (ii) in the case of such debt
      securities, endorsed in blank, in each case executed and delivered by an
      Officer of the Company or such Subsidiary, as the case may be;

            (3) take such actions necessary or as the Collateral Agent
      reasonably determines to be advisable to grant to the Collateral Agent for
      the benefit of the Holders a perfected security interest in the assets of
      such new Domestic Restricted Subsidiary, subject to Permitted Liens,
      including the filing of Uniform Commercial Code financing statements in
      such jurisdictions as may be required by any Collateral Agreement or by
      law or as may be reasonably requested by the Collateral Agent;

                                     - 51 -
<PAGE>

            (4) take such further action and execute and deliver such other
      documents specified in this Indenture or otherwise reasonably requested by
      the Trustee or the Collateral Agent to effectuate the foregoing; and

            (5) deliver to the Trustee an Opinion of Counsel that such
      supplemental indenture and any other documents required to be delivered
      have been duly authorized, executed and delivered by such Domestic
      Restricted Subsidiary and constitutes legal, valid, binding and
      enforceable obligations of such Domestic Restricted Subsidiary and such
      other opinions regarding the perfection of such Liens in the assets of
      such Domestic Restricted Subsidiary as provided for in this Indenture.

      Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for
all purposes of this Indenture.

      SECTION 4.16. Impairment of Security Interest.

      Subject to the Intercreditor Agreement with respect to the Collateral
(other than the Foreign Collateral), neither the Company nor any of its
Restricted Subsidiaries will take or omit to take any action which would
adversely affect or impair in any material respect the Liens in favor of the
Collateral Agent with respect to the Collateral. Neither the Company nor any of
its Restricted Subsidiaries shall grant to any Person (other than the Collateral
Agent), or permit any Person (other than the Collateral Agent), to retain any
interest whatsoever in the Collateral other than Permitted Liens. Neither the
Company nor any of its Restricted Subsidiaries will enter into any agreement
that requires the proceeds received from any sale of Collateral to be applied to
repay, redeem, defease or otherwise acquire or retire any Indebtedness of any
Person, other than as permitted by this Indenture, the Notes, the Intercreditor
Agreement with respect to the Collateral (other than the Foreign Collateral) and
the Collateral Agreements. The Company shall, and shall cause each such
Restricted Subsidiary to, at their sole cost and expense, execute and deliver
all such agreements and instruments as the Collateral Agent or the Trustee shall
reasonably request to more fully or accurately describe the property intended to
be Collateral or the obligations intended to be secured by the Collateral
Agreements. The Company shall, and shall cause each such Restricted Subsidiary
to, at their sole cost and expense, file any such notice filings or other
agreements or instruments as may be reasonably necessary or desirable under
applicable law to perfect the Liens created by the Collateral Agreements at such
times and at such places as the Collateral Agent or the Trustee may reasonably
request. Notwithstanding anything to the contrary in this covenant, the Company
shall not be required to use more than its reasonable best efforts to cause a
Lien to be granted on any assets acquired after the Issue Date by any of its
Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in
any event, the Company shall have no such obligation and no such Lien shall be
granted if the Company determines, in the good faith exercise of its sole
discretion, that such Lien could in any way result (in the year such Lien is
obtained or would be deemed to be obtained, or in any other year) in an adverse
tax consequence of any kind to the Company or any successor entity.

      SECTION 4.17. Minimum EBITDA.

      The Company will not permit, as of the last day of any of its fiscal
quarters set forth in the table below, its Consolidated EBITDA for the four
consecutive fiscal quarters ending on such day to be less than the amount set
forth below opposite such fiscal quarter:

                                     - 52 -
<PAGE>

<TABLE>
<CAPTION>
                                                     MINIMUM
     FISCAL QUARTER ENDING                           EBITDA
     ---------------------                         -----------
<S>                                                <C>
September 30, 2004 through                         $16,000,000
   September 30, 2006

December 31, 2006 through                          $18,000,000
   September 30, 2008

December 31, 2008 and                              $20,000,000
     thereafter
</TABLE>

unless the sum of (i) Unrestricted Cash of the Company and its Restricted
Subsidiaries as of such day and (ii) the aggregate amount of advances that the
Company is actually able to borrow under the Credit Agreement on such day (after
giving effect to any borrowings thereunder on such day) is at least $15,000,000.

      SECTION 4.18. Real Estate Mortgages and Filings.

      With respect to any fee interest in any real property (individually and
collectively, the "Premises") owned by the Company or any of its Domestic
Restricted Subsidiaries on the Issue Date or acquired by the Company or any such
Domestic Restricted Subsidiary after the Issue Date, with (i) a purchase price
or (ii) as of the Issue Date, with a Fair Market Value, of greater than
$1,000,000:

            (1) the Company shall deliver to the Collateral Agent, as mortgagee,
      fully-executed counterparts of Mortgages, each dated as of the Issue Date
      or the date of acquisition of such property, as the case may be, duly
      executed by the Company or the applicable Domestic Restricted Subsidiary,
      together with evidence of the completion (or satisfactory arrangements for
      the completion), of all recordings and filings of such Mortgage as may be
      necessary or, in the reasonable opinion of the Collateral Agent,
      desirable, to create a valid, perfected Lien, subject to Permitted Liens,
      against the properties purported to be covered thereby;

            (2) the Collateral Agent shall have received mortgagee's title
      insurance policies in favor of the Collateral Agent, as mortgagee for the
      ratable benefit of the Collateral Agent, the Trustee and the Holders in an
      amount equal to 100% of the Fair Market Value of the Premises purported to
      be covered by such Mortgage and in form and substance and issued by
      insurers reasonably acceptable to the Collateral Agent, insuring that
      title to such property is marketable and that the interests created by the
      Mortgage constitute valid Liens thereon free and clear of all Liens,
      defects and encumbrances other than Permitted Liens, and such policies
      shall also include, to the extent available, a revolving credit
      endorsement and such other endorsements as the Collateral Agent shall
      reasonably request and shall have the standard exceptions thereto deleted
      (other than the survey exception to the extent required in clause (3)
      below) and shall be accompanied by evidence of the payment in full of all
      premiums thereon; and

            (3) the Company shall deliver to the Collateral Agent, with respect
      to each of the covered Premises, the most recent survey of such Premises
      and, solely to the extent that the title company insuring the Lien of the
      respective Mortgages shall deem such survey acceptable to remove the
      standard survey exception from the applicable title policy and/or to issue
      a survey endorsement with respect thereto, the Company shall have such
      survey exception deleted and such survey endorsement delivered to the
      Collateral Agent.

                                     - 53 -
<PAGE>

      SECTION 4.19. Leasehold Mortgages and Filings.

      To the extent delivered to the Administrative Agent for the benefit of the
Lenders under the Credit Agreement, the Company and each of its Domestic
Restricted Subsidiaries (that is or is obligated under the Indenture to become a
Guarantor) shall concurrently deliver to the Collateral Agent, as mortgagee,
Mortgages with respect to the Company's leasehold interests in the premises (the
"Leased Premises") occupied by the Company or such Domestic Restricted
Subsidiary pursuant to leases, together with landlord waivers, title insurance
policies, survey, subordination agreements and other related documents to the
extent delivered to the Administrative Agent and evidence of the completion (or
satisfactory arrangements for the completion), of all recordings and filings of
such Mortgages as may be necessary or, in the reasonable opinion of the
Collateral Agent desirable, to create a valid, perfected Lien, subject to
Permitted Liens, against the properties purported to be covered thereby.

      SECTION 4.20. Landlord, Bailee and Consignee Waivers.

      Each of the Company and each of its Domestic Restricted Subsidiaries (that
is or is obligated under the Indenture to become a Guarantor) that is a lessee
of, or becomes a lessee of, real property on or in which it will maintain,
store, hold or locate all or any of its assets that constitute Priority
Collateral or Shared Collateral and have an aggregate Fair Market Value of at
least $250,000 and with respect to which it has not obtained a Mortgage with
respect to its leasehold interests in such real property pursuant to Section
4.19, is, and will be, required to use commercially reasonable efforts (which
shall not require the expenditure of cash under any relevant lease that was in
effect on the Issue Date or if such Domestic Restricted Subsidiary was not a
Domestic Restricted Subsidiary of the Company on the Issue Date, the date such
Domestic Restricted Subsidiary became a Domestic Restricted Subsidiary of the
Company) to deliver to the Collateral Agent a landlord waiver, substantially in
the form of the exhibit form thereof to be attached to this Indenture, executed
by the lessor of such real property; provided that in the case where such lease
is a lease in existence on the Issue Date or the lessee thereof that is a
Domestic Restricted Subsidiary of the Company (that is or is obligated under the
Indenture to become a Guarantor) was not a Domestic Restricted Subsidiary of the
Company on the Issue Date, the Company or such Domestic Restricted Subsidiary
that is the lessee thereunder shall have 90 days from the Issue Date to satisfy
such requirement and shall be relieved of such obligation with respect to any
landlord waiver to the extent such lessor has refused to deliver such a waiver
following such Person's use of such commercially reasonable efforts. Each of the
Company and each of its Domestic Restricted Subsidiaries (that is or is
obligated under the Indenture to become a Guarantor) that provides any of its
assets that constitute Priority Collateral or Shared Collateral and have an
aggregate Fair Market Value of at least $250,000 to a bailee or consignee agrees
to be bound by the terms of the immediately preceding sentence, mutatis
mutandis; provided, that (i) the terms "landlord", "lessee" and "lease" shall be
replaced, respectively, with the terms "bailee" or "consignee", as applicable,
"bailor" or "consignor", as applicable, and the "applicable agreement" and (ii)
the condition that the lessee maintain, store, hold or locate all or any of its
assets that constitute Priority Collateral or Shared Collateral and have an
aggregate fair market value of at least $250,000 shall instead be replaced with
the condition that the Fair Market Value of the assets subject to the applicable
bailment or consignment have a fair market value of at least $250,000. In
addition, each of the Company and each such Domestic Restricted Subsidiary
shall, to the extent it delivers a landlord, bailee or consignee waiver to the
Administrative Agent for the benefit of the Lenders under the Credit Agreement
and has not already delivered such a waiver under this Section 4.20,
concurrently with such delivery, deliver a comparable waiver from the applicable
landlord, bailee or consignee to the Collateral Agent.

                                     - 54 -
<PAGE>

      SECTION 4.21. Pledge of Future Foreign Assets.

      The Company shall use its reasonable best efforts to cause a Lien to be
granted pursuant to one or more Foreign Collateral Agreements (each of which
shall be prepared by the Company and be in form and substance reasonably
satisfactory to the Collateral Agent) on all tangible and intangible assets
acquired after the Issue Date by its Foreign Restricted Subsidiaries to secure
the Notes and the Guarantees (a "Foreign Asset Lien") so long as such assets do
not include more than 65% of the Voting Stock of any Foreign Subsidiary.
Notwithstanding anything to the contrary, the Company shall have no obligation
whatsoever to obtain such a Foreign Asset Lien, and no such Foreign Asset Lien
shall be granted if the Company determines, in the good faith exercise of its
sole discretion, that such Foreign Asset Lien could in any way result (in the
year such Lien is obtained or would be deemed to be obtained, or in any other
year) in an adverse tax consequence of any kind to the Company or any successor
entity.

      SECTION 4.22. Conduct of Business; Corporate Separateness.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any businesses which are not Related Businesses.

      SECTION 4.23. Reports to Holders.

      Whether or not required by the rules and regulations of the Securities and
Exchange Commission (the "SEC"), so long as any Notes are outstanding, the
Company will furnish to the Trustee and to the Holders:

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

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

in each case, within the time periods specified in the SEC's rules and
regulations; provided that following the consummation of the Exchange Offer,
such forms and reports may be so furnished no later than five Business Days
following the end of such time periods.

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

                                     - 55 -
<PAGE>

      Notwithstanding anything to the contrary in this covenant, solely with
respect to any information delivery requirements relating to the quarter ended
June 30, 2004 that would otherwise have been required to be delivered by August
16, 2004, the Company may, in lieu of complying with the requirements set forth
in clause (1) of the first paragraph of this covenant on or prior to such date,
(i) furnish to the Trustee and to the Holders, on or prior to August 16, 2004,
an unaudited consolidated balance sheet as of June 30, 2004 and an unaudited
consolidated statement of operations, an unaudited consolidated statement of
cash flows and an unaudited consolidated statement of stockholders'
deficit/equity, in each case, for the three months ended June 30, 2004 and for
the six months ended June 30, 2004, (ii) organize, on or prior to August 23,
2004 but not earlier than three business days after compliance with the
immediately preceding clause (i), a telephonic conference call during normal
business hours in which all holders of Notes, or the related units and/or
warrants, may participate and with respect to which the Initial Purchaser has
been provided reasonable advance notice, and (iii) comply, on or prior to August
31, 2004, with the requirements of clause (1) of the first paragraph of this
covenant (without regard to the time periods applicable to such requirements
specified in the SEC's rules and regulations).

      SECTION 4.24. Excess Cash Flow Offer.

      Within 90 days after the end of each fiscal year of the Company (beginning
90 days after the fiscal year of the Company ending in 2006) for which Excess
Cash Flow was greater than or equal to $2.0 million, the Company must offer (the
"Excess Cash Flow Offer") to all Holders to purchase the maximum principal
amount of Notes that may be purchased with 50% of Excess Cash Flow for such
fiscal year at a purchase price in cash equal to 101% of the principal amount of
the Notes to be purchased, plus accrued and unpaid interest and Additional
Interest, if any, to the date of such purchase (such amount, the "Excess Cash
Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date");
provided, that the Excess Cash Flow Offer Amount shall be reduced by the
aggregate principal amount of Notes purchased in open market purchases during
the period ending one day prior to such Excess Cash Flow Offer Purchase Date and
commencing on the later of (x) the day that is 365 days immediately preceding
such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer
Purchase Date, if any, immediately preceding such Excess Cash Flow Offer
Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20
business days and no longer, unless a longer period is required by law (the
"Excess Cash Flow Offer Period"). Promptly after the termination of the Excess
Cash Flow Offer Period, the Company will purchase and mail or deliver payment
(up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof
tendered, pro rata (based on amounts tendered) or by such other method as may be
required by law, or, if less than the Excess Cash Flow Offer Amount has been
tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon
receiving notice of the Excess Cash Flow Offer, Holders may elect to tender
their Notes, in whole or in part, in integral multiples of $1,000 in exchange
for cash. If any Excess Cash Flow remains after consummation of an Excess Cash
Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose
not otherwise prohibited by this Indenture.

      Within the time period specified in the immediately preceding paragraph,
the Company must send, by first class mail, postage prepaid, an offer to each
Holder, with a copy to the Trustee, which offer will govern the terms of the
Excess Cash Flow Offer. Such offer will state, among other things:

      -     the purchase price;

      -     the Excess Cash Flow Offer Period;

      -     that the Company is making an Excess Cash Flow Offer;

                                     - 56 -
<PAGE>

      -     that any Note not tendered will continue to accrue interest;

      -     that unless the Company defaults on the payment of the purchase
            price, any Notes accepted for payment pursuant to the Excess Cash
            Flow Offer will cease to accrue interest after the Excess Cash Flow
            Offer Period; and

      -     certain procedures that a Holder of Notes must follow to accept the
            Excess Cash Flow Offer or to withdraw such acceptance.

      Holders electing to have a Note purchased pursuant to an Excess Cash Flow
Offer will be required to surrender the Note, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Note completed, to the paying
agent at the address specified in the offer as a condition to receiving payment.

      Promptly after the termination of the Excess Cash Flow Offer Period, the
Company will, to the extent lawful:

      -     accept for payment all Notes or portions thereof properly tendered
            pursuant to the Excess Cash Flow Offer;

      -     deposit with the paying agent an amount equal to the purchase price
            in respect of all Notes or portions thereof so tendered (including
            101% of principal, and the accrued but unpaid interest and
            Additional Interest, if any, to the date of such purchase); and

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

      Notwithstanding the foregoing, the repurchase of Notes by the Company
pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow
Offer Conditions would not be satisfied immediately after giving effect to the
consummation of such repurchase.

      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 an Excess Cash Flow Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.24, the Company will comply with the applicable securities laws and
regulations and shall not be deemed to have breached the Company's obligations
under this Section 4.24 by virtue thereof.

      SECTION 4.25. Repurchase upon Change of Control.

      (a) Upon the occurrence of a Change of Control, each Holder will have the
right to require that the Company purchase all or a portion (in integral
multiples of $1,000) of such Holder's Notes using immediately available funds
pursuant to the offer described below (the "Change of Control Offer"), at a
purchase price in cash equal to 101% of the principal amount thereof on the date
of purchase, plus accrued and unpaid interest and Additional Interest, if any,
to the date of purchase. Neither the Board of Directors of the Company nor the
Trustee may waive this Section 4.25 to offer to purchase the Notes upon the
occurrence of a Change of Control.

      (b) Within thirty (30) days following the date upon which the Change of
Control occurred, the Company shall send, by first class mail, postage prepaid,
a notice to each record Holder as shown on

                                     - 57 -
<PAGE>

the register of Holders, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer. Such notice shall state:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.25 and that, to the extent lawful, all Notes tendered and not
      withdrawn shall be accepted for payment;

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

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

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

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

            (6) that Holders shall be entitled to withdraw their election if the
      Paying Agent receives, not later than five (5) Business Days prior to the
      Change of Control Payment Date, a telegram, telex, facsimile transmission
      or letter setting forth the name of the Holder, the principal amount of
      the Notes the Holder delivered for purchase and a statement that such
      Holder is withdrawing its election to have such Notes purchased;

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

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

      If any of the Notes subject to the Change of Control Offer is in the form
of a Global Note, then the Company shall modify such notice to the extent
necessary to comply with the procedures of the Depositary applicable to
repurchases.

      On or before the Change of Control Payment Date, the Company shall, to the
extent lawful (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S.
Legal Tender sufficient to pay the purchase price plus accrued interest, if any,
of all Notes or portions thereof so tendered 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 purchased by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so tendered the purchase price for such Notes and the Company
shall promptly issue and the Trustee shall promptly (but in any case not later
than five days after the Change of Control Payment Date) authenticate and mail
(or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered;

                                     - 58 -
<PAGE>

provided that each such new Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Any Notes not so accepted shall be promptly mailed by
the Company to the Holders thereof. For purposes of this Section 4.25, the
Trustee shall act as the Paying Agent.

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

      Neither the Board of Directors of the Company nor the Trustee may waive
the Company's obligation to offer to purchase the Notes pursuant to this Section
4.25.

      The Company shall 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 of this
Section 4.25 and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

      The Company shall 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 the
provisions of any securities laws or regulations conflict with the provisions
under this Section 4.25, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached their obligations
under this Section 4.25 by virtue thereof.

      Holders electing to have a Note purchased pursuant to a Change of Control
Offer will be required to surrender the Note, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Note completed, to the paying
agent at the address specified in the notice prior to the close of business on
the third business day prior to the Change of Control Payment Date. If only a
portion of a Note is purchased pursuant to a Change of Control Offer, a new Note
in a principal amount equal to the portion thereof not purchased will be issued
in the name of the Holder thereof upon cancellation of the original Note (or
appropriate adjustments to the amount and beneficial interests in a Global Note
will be made). Notes (or portions thereof) purchased pursuant to a Change of
Control Offer will be cancelled and cannot be reissued.

      Notwithstanding the foregoing, if the Company believes that a Change of
Control will occur in connection with a merger described under clause (10) of
clause (b) of Section 4.09, then the Company may, in lieu of the foregoing,
consummate a Change of Control Offer pursuant to the foregoing terms; provided,
however, that the Change of Control Payment Date shall instead be on the date on
which such Change of Control is scheduled to occur and written notice of the
Change of Control Offer is made no sooner than 60 days prior to and no later
than 30 days prior to the date that such Change of Control is scheduled to
occur; provided further, however, that (i) the Company may, on at least ten
Business Days' written notice (which extension notice may only be given once),
extend the Change of Control Payment Date to a date not in excess of 30 days
following the original date on which such Change of Control is scheduled to
occur; (ii) the Company may, on at least five Business Days' written notice,
rescind such Change of Control Offer and (iii) any Holder that properly tendered
all or any portion of its Note(s) in connection with such Change of Control
Offer may withdraw all or any portion of such Note(s) no later than one Business
Day preceding the Change of Control Payment Date then in effect.

      The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.25 and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                                     - 59 -
<PAGE>

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

      SECTION 5.01. 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, (i) by supplemental
                  indenture (in form and substance reasonably satisfactory to
                  the Trustee), executed and delivered to the Trustee, the due
                  and punctual payment of the principal of, and premium, if any,
                  interest and Additional Interest, if any, 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 thereunder and (ii) by
                  amendment, supplement or other instrument (in form and
                  substance reasonably satisfactory to the Trustee and the
                  Collateral Agent), executed and delivered to the Trustee, all
                  obligations of the Company under the Collateral Agreements and
                  in connection therewith shall cause such instruments to be
                  filed and recorded in such jurisdictions and take such other
                  actions as may be required by applicable law to perfect or
                  continue the perfection of the Lien created under the
                  Collateral Agreements on the Collateral owned by or
                  transferred to the surviving entity;

            (2) immediately after giving effect to such transaction and the
      assumption contemplated by clause (1)(b)(y) above (including after giving
      effect to any Indebtedness and Acquired Indebtedness incurred or
      anticipated to be incurred in connection with or in respect of such
      transaction and any other transaction related thereto (including a merger
      described under clause (10) of clause (b) of Section 4.09 and any other
      transaction related thereto)), the Company or such Surviving Entity, as
      the case may be, (a) shall have a Consolidated Net Worth at least equal to
      the lesser of (i) the Consolidated Net Worth of the Company immediately
      prior to such transaction or (ii) $25.0 million and (b) shall be able to
      incur at least $1.00 of additional Indebtedness (other than Permitted
      Indebtedness) in compliance with Section 4.08;

                                     - 60 -
<PAGE>

            (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 or anticipated to be incurred and any Lien granted in connection
      with or in respect of the transaction), no Default or Event of Default
      shall have occurred and 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, 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.

      SECTION 5.02. Successor Entity Substituted.

      Upon any consolidation, combination or merger of the Company 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 surviving or 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. Upon such substitution the Company and
any Guarantors that remain Subsidiaries of the Company shall be released from
their respective obligations under this Indenture and the Guarantees.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

      SECTION 6.01. Events of Default. The following events are defined as
"Events of Default":

            (1) the failure to pay interest or Additional Interest, if any, on
      any Notes or any other amount (other than principal for the Notes) when
      the same becomes due and payable and the default continues for a period of
      thirty (30) days;

            (2) the failure to pay the principal of or premium, if any, on 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 an Excess Cash Flow Offer a Change of
      Control Offer or a Net Proceeds Offer);

            (3) a default in the observance or performance of any other covenant
      or agreement contained in this Indenture (other than the payment of the
      principal of, or premium, if any, or interest and Additional Interest, if
      any, on any Note) or any Collateral Agreement which default continues for
      a period of thirty (30) days after the Company receives written notice
      specifying the default (and demanding that such default be remedied) 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

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      to Section 5.01, which will constitute an Event of Default with such
      notice requirement but without such passage of time requirement);

            (4) the failure to pay at final maturity (giving effect to any
      applicable grace periods and any extensions thereof) the principal amount
      of any Indebtedness of the Company or any Restricted Subsidiary of the
      Company, or the acceleration of the final stated maturity of any such
      Indebtedness (which acceleration is not rescinded, annulled or otherwise
      cured within 20 days from the date of 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 maturity or which has been accelerated (in each case with respect to
      which the 20-day period described above has elapsed), aggregates $5.0
      million or more at any time;

            (5) one or more judgments in an aggregate amount in excess of $10.0
      million shall have been rendered against the Company or any of its
      Restricted Subsidiaries (other than any judgment as to which a reputable
      and solvent third party insurer has accepted full coverage) and such
      judgments remain undischarged, unpaid or unstayed for a period of 60 days
      after such judgment or judgments become final and non-appealable;

            (6) certain events of bankruptcy affecting the Company or any of its
      Significant Subsidiaries, with customary grace periods with respect to
      involuntary bankruptcies;

            (7) any Collateral Agreement at any time for any reason shall cease
      to be in full force and effect in all material respects, or ceases to give
      the Collateral Agent the Liens, rights, powers and privileges purported to
      be created thereby, superior to and prior to the rights of all third
      Persons other than the holders of Permitted Liens and subject to no other
      Liens except as expressly permitted by the applicable Collateral
      Agreement;

            (8) any of the Company, the Guarantors or the Foreign Grantors, if
      any, directly or indirectly, contest in any manner the effectiveness,
      validity, binding nature or enforceability of any Collateral Agreement; or

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

      SECTION 6.02. Acceleration.

      (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(6) above with respect to the Company) shall occur and be continuing
and has not been waived, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and premium, if any,
accrued interest and Additional Interest, if any, on all the Notes to be due and
payable by notice in writing to the Company and the Trustee specifying the Event
of Default and that it is a "notice of acceleration" (the "Acceleration
Notice"), and the same shall become immediately due and payable.

      (b) If an Event of Default specified in Section 6.01(6) above with respect
to the Company occurs and is continuing, then all unpaid principal of, and
premium, if any, and accrued and unpaid interest and Additional Interest, if
any, on all of the outstanding Notes shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.

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      (c) At any time after a declaration of acceleration with respect to the
Notes as described in Section 6.02 (a) and (b), the Holders of a majority in
principal amount of the Notes may rescind and cancel such declaration and its
consequences:

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

            (ii) if all existing Events of Default have been cured or waived
      except nonpayment of principal, premium, if any, interest or Additional
      Interest, if any, that has become due solely because of the acceleration;

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

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

            (v) in the event of the cure or waiver of an Event of Default of the
      type described in Section 6.01(7), the Trustee shall have received an
      Officers' Certificate and an Opinion of Counsel that such Event of Default
      has been cured or waived.

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

      (e) The Company is required to provide an Officers' Certificate to the
Trustee promptly upon any Officer obtaining knowledge of any Default or Event of
Default (provided that such Officers' Certificate shall be provided at least
annually whether or not such Officers know of any Default or Event of Default)
that has occurred and, if applicable, describe such Default or Event of Default
and the status thereof.

      SECTION 6.03. Other Remedies.

      If an Event of Default occurs and is continuing, each of the Trustee and
the Collateral Agent may pursue any available remedy by proceeding at law or in
equity to collect the payment of principal of, premium, if any, or interest, or
Additional Interest, if any, on the Notes or to enforce the performance of any
provision of the Notes, this Indenture or any Collateral Agreement.

      Each of the Trustee and the Collateral Agent may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in
the proceeding. A delay or omission by the Trustee, the Collateral Agent 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. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

      SECTION 6.04. Waiver of Past Defaults.

      Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in
principal amount of the Notes may waive any existing Default or Event of Default
and its consequences, except a default in the payment of the principal of or
premium, if any, interest or Additional Interest, if any, on any Notes. When a
Default or Event of Default is waived, it is cured and ceases to exist.

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      SECTION 6.05. Control by Majority.

      Subject to Section 2.09, the Holders of a majority in principal amount of
the outstanding Notes have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
the Collateral Agent, as the case may be, or exercising any trust or power
conferred on the Trustee or the Collateral Agent, as the case may be, including,
without limitation, any remedies provided for in Section 6.03. Subject to
Section 7.01 and 7.02(f), however, the Trustee or the Collateral Agent, as the
case may be, may refuse to follow any direction (which direction, if sent to the
Trustee or the Collateral Agent, as the case may be, shall be in writing) that
the Trustee or the Collateral Agent, as the case may be, reasonably believes
conflicts with any applicable law or this Indenture, that the Trustee or the
Collateral Agent, as the case may be, determines may be unduly prejudicial to
the rights of another Holder, or that may subject the Trustee or the Collateral
Agent, as the case may be, to personal liability; provided that the Trustee or
the Collateral Agent, as the case may be, may take any other action deemed
proper by the Trustee or the Collateral Agent, as the case may be, which is not
inconsistent with such direction (which direction, if sent to the Trustee or the
Collateral Agent, as the case may be, shall be in writing).

      SECTION 6.06. Limitation on Suits.

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

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

            (2) subject to Section 2.09, Holders of at least 25% in principal
      amount of the outstanding Notes make a written request to the Trustee to
      institute proceedings in respect of that Event of Default;

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

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

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

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

      SECTION 6.07. Rights of Holders to Receive Payment.

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

      SECTION 6.08. Collection Suit by Trustee or Collateral Agent.

            If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing, the Trustee or the Collateral Agent may recover judgment (i)
in its own name and (ii)(x) in the case of the

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Trustee, as trustee of an express trust or (y) in the case of the Collateral
Agent, as collateral agent on behalf of each of the Secured Parties, in each
case against the Company or any other obligor on the Notes for the whole amount
of principal of, premium, if any, and accrued interest remaining unpaid on, the
Notes, together with interest on overdue principal and, to the extent that
payment of such interest is lawful, interest on overdue installments of interest
at the rate set forth in Section 4.01 and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
the Collateral Agent and their respective agents and counsel and any other
amounts due the Trustee under the Collateral Agreements and Section 7.07.

      SECTION 6.09. Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each 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, taxes, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under the Collateral
Agreements and Section 7.07. The Company's payment obligations under this
Section 6.09 shall be secured in accordance with the provisions of Section 7.07.
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 thereof, or to authorize the Trustee or the Collateral
Agent, as the case may be, to vote in respect of the claim of any Holder in any
such proceeding.

      SECTION 6.10. Priorities.

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

            First: to the Trustee, the Collateral Agent, the Paying Agent and
the Registrar for amounts due under Section 7.07 (including payment of all
compensation expense, all liabilities incurred and all advances made by the
Trustee or the Collateral Agent, as the case may be, and the costs and expenses
of collection);

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

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

            Fourth: to the Company or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

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

      SECTION 6.11. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder by its
acceptance of its Note shall be deemed to have agreed, that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee or the Collateral Agent, as the case may be, for any action taken or
omitted by it as Trustee or the Collateral Agent, as the case may be, a court in
its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee or the Collateral Agent, as the case may be, a suit by
a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than
10% in principal amount of the outstanding Notes.

      SECTION 6.12. Restoration of Rights and Remedies.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

      SECTION 7.01. Duties of Trustee.

      The duties and responsibilities of the Trustee shall be as provided by the
TIA and as set forth herein.

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

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

            (1) 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 as are specifically set forth in this Indenture
      and no covenants or obligations shall be implied in or read into this
      Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture;
      provided, however, in case of any such certificates or opinions furnished
      to the Trustee which by the

                                     - 66 -
<PAGE>

      provisions hereof are furnished to the Trustee, the Trustee shall examine
      the certificates and opinions to determine whether or not they conform to
      the requirements of this Indenture.

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

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

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

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

      (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any liability. The Trustee shall be under
no obligation to exercise of any of its rights or powers under this Indenture or
the Collateral Agreements at the request, order or direction of any Holders
unless such Holders have offered to the Trustee security and indemnity
reasonably satisfactory to the Trustee against the costs and expenses which may
be incurred by it in compliance with such request, order or direction.

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

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

      SECTION 7.02. Rights of Trustee.

      Subject to Section 7.01:

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

            (b) Before the Trustee acts or refrains from acting, it may consult
      with counsel and may require an Officers' Certificate or an Opinion of
      Counsel, or both, which shall conform to Sections 11.04 and 11.05. The
      Trustee shall not be liable for any action it takes or omits to take in
      good faith in reliance on such Officers' Certificate or Opinion of
      Counsel. The written advice of the Trustee's counsel or any Opinion of
      Counsel shall be full and complete authorization and protection from
      liability in respect of any action taken, suffered or omitted by the
      Trustee hereunder in good faith and in reliance thereon.

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

                                     - 67 -
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            (d) The Trustee shall not be liable for any action that it takes or
      omits to take in good faith which it reasonably believes to be authorized
      or within its rights or powers under this Indenture.

            (e) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, notice, request, direction, consent, order, bond,
      debenture, or other paper or document, but the Trustee, in its discretion,
      may make such further inquiry or investigation into such facts or matters
      as it may see fit and, if the Trustee shall determine to make such further
      inquiry or investigation, it shall be entitled, upon reasonable notice to
      the Company, to examine the books, records and premises of the Company,
      personally or by agent or attorney and to consult with the officers and
      representatives of the Company, including the Company's accountants and
      attorneys. Except as expressly stated herein to the contrary, in no event
      shall the Trustee have any responsibility to ascertain whether there has
      been compliance with any of the covenants or provisions of Articles Four
      or Five hereof.

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

            (g) Unless otherwise specifically provided in this Indenture, any
      demand, request, direction or notice from the Company shall be sufficient
      if signed by an Officer of the Company and any resolution of the Board of
      Directors shall be sufficient if evidenced by a copy of such resolution
      certified by an Officer of the Company to have been duly adopted and in
      full force and effect on the date hereof.

            (h) The Trustee shall not be deemed to have notice or be charged
      with knowledge of any Default or Event of Default unless the Trustee shall
      have received from the Company, any Guarantor or any other obligor upon
      the Notes or from any Holder written notice thereof at its address set
      forth in Section 11.02 hereof, and such notice references the Notes and
      this Indenture.

            (i) 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.

            (j) 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 persons
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

            (k) The permissive right of the Trustee to take any action under
      this Indenture or any Collateral Agreements shall not be construed as a
      duty to so act.

      SECTION 7.03. Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company, any Subsidiary of
the Company or its respective Affiliates with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11 of this Indenture, and the
Trustee is subject to TIA Sections 310(b) and 311.

                                     - 68 -
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      SECTION 7.04. Trustee's Disclaimer.

      The Trustee makes no representation as to the validity, adequacy or
sufficiency of this Indenture, the Notes or the Collateral Agreements, and it
shall not be accountable for the Company's use of the proceeds from the Notes,
and it shall not be responsible for any statement of the Company in this
Indenture, the Notes, the Collateral Agreements or any other documents in
connection with the issuance of the Notes other than the Trustee's certificate
of authentication, which shall be taken as the statement of Company, and the
Trustee assumes no responsibility for their correctness.

      Beyond the exercise of reasonable care in the custody thereof and the
fulfillment of its obligations under this Indenture, the Intercreditor Agreement
and the Collateral Agreements, the Trustee shall have no duty as to any
Collateral in its possession or control or in the possession or control of any
agent or bailee or any income thereon or as to preservation of rights against
prior parties or any other rights pertaining thereto. The Trustee shall be
deemed to have exercised reasonable care in the custody of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property.

      The Trustee makes no representations as to and shall not be responsible
for the existence, genuineness, value, sufficiency or condition of any of the
Collateral or as to the security afforded or intended to be afforded thereby,
hereby or by any Collateral Agreement, or for the validity, perfection, priority
or enforceability of the Liens or security interests in any of the Collateral
created or intended to be created by any of the Collateral Agreements, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder, except to the extent such action or omission constitutes
gross negligence or willful misconduct on the part of the Trustee, for the
validity or sufficiency of the Collateral, any Collateral Agreements or any
agreement or assignment contained in any thereof, for the validity of the title
of the Company or any Guarantor to the Collateral, for insuring the Collateral
or for the payment of taxes, charges, assessments or Liens upon the Collateral
or otherwise as to the maintenance of the Collateral.

      SECTION 7.05. Notice of Default.

      If a Default or an Event of Default occurs and is continuing and if a
Trust Officer has actual knowledge or has received written notice from the
Company or any Holder, the Trustee shall mail to each Holder, with a copy to the
Company, notice of the Default or Event of Default within thirty (30) days
thereof. Except in the case of a Default or an Event of Default in payment of
principal of, premium, if any, or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer and, except in the case of a
failure to comply with Article Five, the Trustee may withhold the notice if and
so long as its Board of Directors, the executive committee of its Board of
Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

      SECTION 7.06. Reports by Trustee to Holders.

      Within sixty (60) days after each August 15, beginning with August 15,
2004, the Trustee shall, to the extent that any of the events described in TIA
Section 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Holder a brief report dated as of such date that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and (c).

      A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed by the Company with the SEC and each stock
exchange or market, if any, on which the Notes are listed or quoted.

                                     - 69 -
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      The Company shall promptly notify the Trustee if the Notes become listed
or quoted on any stock exchange or market and the Trustee shall comply with TIA
Section 313(d) and any delisting thereof.

      SECTION 7.07. Compensation and Indemnity.

      The Company shall pay to the Trustee, Collateral Agent, the Paying Agent
and the Registrar (each an "Indemnified Party") from time to time compensation
for their respective services as Trustee, Paying Agent or Registrar, as the case
may be. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse each
Indemnified Party upon request for all reasonable out-of-pocket expenses
incurred or made by it in connection with the performance of its duties under,
as the case may be, this Indenture or the Collateral Agreements. Such expenses
shall include the reasonable fees and expenses of each of such Indemnified
Party's agents and counsel.

      The Company and the Guarantors, jointly and severally, hereby indemnify
each Indemnified Party and its agents, employees, stockholders and directors and
officers for, and holds each of them harmless against, any loss, cost, claim,
liability or expense (including taxes) incurred by any of them except for such
actions to the extent caused by any gross negligence or willful misconduct on
the part of such Indemnified Party, arising out of or in connection with this
Indenture or the Collateral Agreements, or the administration of this trust,
including the reasonable costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending themselves against any
claim or liability in connection with the exercise or performance of any of
their rights, powers or duties hereunder or thereunder (including the reasonable
fees and expenses of counsel). The Trustee shall notify the Company promptly of
any claim asserted against an Indemnified Party for which such Indemnified Party
has advised the Trustee that it may seek indemnity hereunder or under the
Collateral Agreements. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. At the Indemnified Party's
sole discretion, the Company shall defend the claim and the Indemnified Party
shall cooperate and may participate in the defense; provided that any settlement
of a claim shall be approved in writing by the Indemnified Party. Alternatively,
the Indemnified Party may at its option have separate counsel of its own
choosing and the Company shall pay the reasonable fees and expenses of such
counsel; provided that the Company shall not be required to pay such fees and
expenses if it assumes the Indemnified Party's defense and there is no conflict
of interest between the Company and the Indemnified Party in connection with
such defense as reasonably determined by the Indemnified Party. The Company need
not pay for any settlement made without its written consent, which consent shall
not be unreasonably withheld.

      To secure the Company's and each Guarantor's payment obligations in this
Section 7.07, each Indemnified Party shall have a lien prior to the Notes on all
Collateral held or collected by the Trustee, in its capacity as Trustee, except
assets or money held in trust to pay principal of or interest on particular
Notes which have been called for redemption.

      When an Indemnified Party incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, such expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Code.

      The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture, termination of the Collateral
Agreements or the resignation or removal of the Trustee.

      The Trustee shall comply with the provisions of TIA Section 312(b)(2) to
the extent applicable.

                                     - 70 -
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      SECTION 7.08. Replacement of Trustee.

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

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee becomes incapable of acting with respect to the
      Notes.

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, trusts, duties and obligations of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such Trustee so ceasing to act hereunder subject nevertheless
to its lien, if any, provided for in Section 7.07. Upon request of the Company
or the successor Trustee, such retiring Trustee shall at the expense of the
Company and upon payment of the charges of the Trustee then unpaid, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

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

      If the Trustee fails to comply with Section 7.10, any Holder who satisfies
the requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

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

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

                                     - 71 -
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      SECTION 7.09. Successor Trustee by Merger, Etc.

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

      In case any Notes have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Notes
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

      SECTION 7.10. Eligibility; Disqualification.

      (a) This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2), (3) and (5). The Trustee (or, in
the case of a corporation included in a bank holding company system, the related
bank holding company) shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. In addition, if the Trustee is a corporation included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met. The provisions of TIA
Section 310 shall apply to the Company, as obligor of the Notes.

      (b) If the Trustee has or acquires a conflicting interest within the
meaning of the TIA, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the TIA and this Indenture.

      SECTION 7.11. Preferential Collection of Claims Against Company.

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

      SECTION 7.12. Trustee as Paying Agent and Collateral Agent.

      References to the Trustee in Sections 7.01(f), 7.02, 7.03, 7.04, and 7.07
shall include the Trustee in its role as Paying Agent and as Collateral Agent.

      SECTION 7.13. Co-Trustees , Co-Collateral Agent and Separate Trustees and
Collateral Agent.

      (a) At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Collateral may at the time
be located, the Company, the Trustee and the Collateral Agent shall have the
power to appoint, and, upon the written request of the Trustee, the Collateral
Agent or of the Holders of at least 25% in principal amount of the Notes
outstanding, the Company shall for such purpose, join with the Trustee or the
Collateral Agent, as the case may be, in the execution, delivery and performance
of all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, of all or

                                     - 72 -
<PAGE>

any part of the Collateral, to act as co-collateral agent, jointly with the
Collateral Agent, or to act as separate trustees or Collateral Agent of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power, deemed necessary or desirable, subject to
the other provisions of this Section 7.13.

      (b) Should any written instrument from the Company be required by any
co-trustee, co-collateral agent or separate trustee or separate collateral agent
so appointed for more fully confirming to such co-trustee or separate trustee
such property, title, right or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Company.

      (c) Every co-trustee, co-collateral agent or separate trustee or separate
collateral agent shall, to the extent permitted by law, but to such extent only,
be appointed subject to the following terms, namely:

            (i) The Notes shall be authenticated and delivered, and all rights,
      powers, duties and obligations hereunder in respect of the custody of
      securities, cash and other personal property held by, or required to be
      deposited or pledged with, the Trustee hereunder, shall be exercised
      solely, by the Trustee.

            (ii) The rights, powers, duties and obligations hereby conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee or by the Trustee and such co-trustee or
      separate trustee, or by the Collateral Agent and such co-collateral agent
      or separate collateral agent, jointly as shall be provided in the
      instrument appointing such co-trustee or separate trustee or co-collateral
      agent or separate collateral agent, except to the extent that under any
      law of any jurisdiction in which any particular act is to be performed,
      the Trustee shall be incompetent or unqualified to perform such act, in
      which event such rights, powers, duties and obligations shall be exercised
      and performed by such co-trustee or separate trustee, collateral agent or
      co-collateral agent or separate collateral agent.

            (iii) The Trustee at any time, by an instrument in writing executed
      by it, with the concurrence of the Company evidenced by a Board
      Resolution, may accept the resignation of or remove any co-trustee or
      separate trustee appointed under this Section 7.13, and, in case an Event
      of Default has occurred and is continuing, the Trustee shall have power to
      accept the resignation of, or remove, any such co-trustee, co-collateral
      agent, separate trustee or separate collateral agent without the
      concurrence of the Company. Upon the written request of the Trustee, the
      Company shall join with the Trustee in the execution, delivery and
      performance of all instruments and agreements necessary or proper to
      effectuate such resignation or removal. A successor to any co-trustee,
      co-collateral agent, separate trustee or separate collateral agent so
      resigned or removed may be appointed in the manner provided in this
      Section 7.13.

            (iv) No co-trustee, co-collateral agent or separate trustee or
      separate collateral agent hereunder shall be personally liable by reason
      of any act or omission of the Trustee or any other such trustee or
      collateral agent hereunder.

            (v) Any act of Holders delivered to the Trustee shall be deemed to
      have been delivered to each such co-trustee or separate trustee and any
      act of Holders delivered to the Collateral Agent shall be deemed to have
      been delivered to each such co-collateral agent or separate collateral
      agent.

                                     - 73 -
<PAGE>

      SECTION 7.14. Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other Persons as to other matters and any such Person may certify or
give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an Officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion, or
representation by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel or representation by
counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

      SECTION 8.01. Legal Defeasance and Covenant Defeasance.

      (a) The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors and Foreign Grantors, if any,
released and discharged from their obligations with respect to the outstanding
Notes, the Guarantees and the Collateral Agreements on the date the applicable
conditions set forth in clause (c) of this Section 8.01 are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of the matters under this
Indenture referred to in clauses (1), (2), (3) and (4) below, and the Company,
the Guarantors and Foreign Grantors, if any, shall be deemed to have satisfied
all their other obligations under such Notes and this Indenture, the Guarantees
and the Collateral Agreements, except for the following which shall survive
until otherwise terminated or discharged hereunder:

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

            (2) 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;

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

            (4) the Legal Defeasance provisions of the Indenture.

                                     - 74 -
<PAGE>

      (b) The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors and Foreign Grantors, if any,
released and discharged from their obligations under covenants contained in
Section 4.05, Sections 4.08 through 4.25 (provided that the discharged
obligations may be released only the extent not otherwise required by TIA), and
Section 5.01, with respect to the outstanding Notes on and after the date the
conditions set forth in clause (c) of this Section 8.01 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
to be not "outstanding" for the purpose of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby.
Moreover, subject to the satisfaction of the conditions set forth in clause (c)
below, Sections 6.01(3) through 6.01(9) (except, in the case of Section 6.01(6),
with respect only to Significant Subsidiaries) shall not constitute Events of
Default.

      (c) The following shall be the conditions to application of either Legal
Defeasance or Covenant Defeasance to the outstanding Notes:

            (1) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in U.S. dollars, non-callable U.S
      government obligations, or a combination thereof, in such amounts and at
      such times as will be sufficient, in the opinion of a nationally
      recognized firm of independent public accountants, to pay the principal
      of, premium, if any, interest and Additional Interest, if any, 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 the 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;

            (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;

                                     - 75 -
<PAGE>

            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit pursuant to clause (1) of this
      Section 8.01(c) (except such Default or Event of Default resulting from
      the failure to comply with Section 4.08 as a result of the borrowing of
      funds required to effect such deposit) or insofar as Defaults or Events of
      Default from bankruptcy or insolvency events are concerned, at any time in
      the period ending on the 91st day after the date of such deposit;

            (5) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach of, or constitute a default under the Indenture or any 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 specified herein relating to the Legal Defeasance of the
      Covenant Defeasance have been complied with; and

            (8) the Company shall have delivered to the Trustee an Opinion of
      Counsel (subject to customary qualifications and exclusions) to the effect
      that the trust resulting from the deposit is not required to register as
      an investment company under the Investment Company Act of 1940.

            In the event all or any portion of the Notes are to be redeemed
through such irrevocable trust, the Company must make arrangements reasonably
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

      SECTION 8.02. Satisfaction and Discharge.

            In addition to the Company's rights under Section 8.01, the Company
may terminate all of its obligations under this Indenture (subject to Section
8.03), and this Indenture, the Notes, the Guarantees and the Collateral
Agreements, and all Liens created thereunder securing the Notes and the
Guarantees, shall be discharged and shall cease to be in effect when:

            (1) either:

                  (a) all the Notes theretofore authenticated and delivered
            (except lost, stolen or destroyed Notes which have been replaced or
            paid as provided in Section 2.07 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 (i) have become due and payable, (ii) shall become due
            and payable at their stated maturity within one year or (iii) are to
            be called for redemption within one year under arrangements
            reasonably satisfactory to the Trustee, 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

                                     - 76 -
<PAGE>

            cancellation, for principal of, premium, if any, interest and
            Additional Interest, if any, on the Notes to the date of deposit
            together with irrevocable instructions from the Company directing
            the Trustee to apply such funds to the payment thereof at maturity
            or redemption, as the case may be;

            (2) all other sums payable under this Indenture and the Collateral
      Agreements by the Company have been paid; 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.

      SECTION 8.03. Survival of Certain Obligations.

      Notwithstanding the satisfaction and discharge of this Indenture and of
the Notes referred to in Section 8.01 or 8.02, the respective obligations of the
Company and the Trustee under Sections 2.03, 2.04, 2.05, 2.06, 2.07 and 2.08,
Sections 7.07 and 7.08 and Sections 8.05, 8.06 and 8.07 shall survive until the
Notes are no longer outstanding, and thereafter the obligations of the Company
and the Trustee under Sections 7.07, 8.04, 8.05 and 8.06 and 8.07 shall survive.

      SECTION 8.04. Acknowledgment of Discharge by Trustee.

      Subject to Section 8.07, after (i) the conditions of Section 8.01 or 8.02
have been satisfied, (ii) the Company has paid or caused to be paid all other
sums payable hereunder by the Company and (iii) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee, upon written request, shall acknowledge in writing the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 8.03 and the Trustee shall execute and deliver
to the Company any document reasonably requested by the Company to effect or
evidence any release and discharge of Lien or Collateral Agreement contemplated
by Section 12.05.

      SECTION 8.05. Application of Trust Moneys.

      The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it in the irrevocable trust established pursuant to
Section 8.01. The Trustee shall apply the deposited U.S. Legal Tender or the
U.S. Government obligations, together with earnings thereon, through the Paying
Agent, in accordance with this Indenture and the terms of the irrevocable trust
agreement established pursuant to Section 8.01, to the payment of principal of,
premium, if any, and interest, and Additional Interest, if any, on the Notes.
Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company's request
any U.S. Legal Tender or U.S. Government Obligations held by it as provided in
Section 8.01(c) which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.01 or 8.02 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 outstanding Notes.

                                     - 77 -
<PAGE>

      SECTION 8.06. Repayment to the Company; Unclaimed Money.

      Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the Paying Agent
shall promptly pay to the Company upon written request from the Company any
excess U.S. Legal Tender or U.S. Government Obligations held by them at any
time. The Trustee and the Paying Agent shall pay to the Company, upon receipt by
the Trustee or the Paying Agent, as the case may be, of a written request from
the Company any money held by it for the payment of principal, premium, if any,
or interest that remains unclaimed for two years after payment to the Holders is
required, without interest thereon; provided, however, that the Trustee and the
Paying Agent before being required to make any payment may, but need not, at the
expense of the Company cause to be published once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified
therein, which shall be at least thirty (30) days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company, without interest thereon. After payment to the
Company, Holders entitled to money must look solely to the Company for payment
as general creditors unless an applicable abandoned property law designated
another Person, and all liability of the Trustee or Paying Agent with respect to
such money shall thereupon cease.

      SECTION 8.07. Reinstatement.

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

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

      SECTION 9.01. Without Consent of Holders.

      From time to time, the Company, the Guarantors, any Foreign Grantors, the
Trustee and, if such amendment, modification or supplement relates to any
Collateral Agreement, the Collateral Agent, without the consent of the Holders,
may amend, modify, waive or supplement provisions of this Indenture, the Notes,
the Guarantees, the Registration Rights Agreement and the Collateral Agreements:

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

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

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to Holders in accordance with Section 5.01;

                                     - 78 -
<PAGE>

            (4) to make any change that would provide any additional rights or
      benefits to the Holders or that does not adversely affect the legal rights
      of any such Holder under this Indenture, the Notes, the Guarantees, the
      Registration Rights Agreement or the Collateral Agreements;

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

            (6) to allow any Subsidiary or any other Person to guarantee the
      Notes;

            (7) to release a Guarantor as permitted by this Indenture and the
      relevant Guarantee; or

            (8) if necessary, in connection with any addition or release of
      Collateral permitted under the terms of this Indenture or Collateral
      Agreements;

so long as such amendment, modification, waiver or supplement does not, in the
opinion of the Trustee and, if such amendment, modification, waiver or
supplement relates to any Collateral Agreement, the Collateral Agent, adversely
affect the rights of any of the Holders in any material respect. In formulating
its opinion on such matters, each of the Trustee and, if such amendment,
modification, waiver or supplement relates to any Collateral Agreement, the
Collateral Agent, will be entitled to rely on such evidence as it deems
appropriate, including, without limitation, solely on an Opinion of Counsel.

      After an amendment, modification, waiver or supplement under this Section
9.01 becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, modification, waiver or supplement. 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 amendment,
modification, waiver or supplement.

      SECTION 9.02. With Consent of Holders.

      (a) The Company and the Guarantors, when authorized by a Board Resolution,
and the Trustee, or the Collateral Agent, as applicable, together, with the
written consent of the Holder or Holders of at least a majority in aggregate
principal amount of the outstanding Notes, may amend or supplement this
Indenture, the Notes, any Collateral Agreement or the Guarantees without notice
to any other Holders. The Holder or Holders of a majority in aggregate principal
amount of the outstanding Notes may waive compliance by the Company with any
provision of this Indenture, the Registration Rights Agreement, any Collateral
Agreement or the Notes without notice to any other Holder.

      (b) No amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, shall without the consent of each Holder affected thereby:

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

            (2) reduce the rate of or change or have the effect of changing the
      time for payment of interest, including default interest, or Additional
      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 therefore (other
      than any advance notice requirement with respect to any redemption of the
      Notes);

                                     - 79 -
<PAGE>

            (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, premium, if any,
      interest and Additional Interest, if any, on such Note on or after the due
      date thereof or to bring suit to enforce such payment, or permitting
      Holders of a majority in principal amount of Notes to waive Defaults or
      Events of Default;

            (6) amend, change or modify in any material respect the obligation
      of the Company to make and consummate an Excess Cash Flow Offer with
      respect to any fiscal year of the Company following the ending thereof,
      make and consummate a Change of Control Offer after the occurrence of a
      Change of Control or make and consummate a Net Proceeds Offer with respect
      to any Asset Sale that has been consummated or, modify any of the
      provisions or definitions with respect thereto (other than any advance
      notice requirement with respect to any redemption of the Notes);

            (7) subordinate the Notes or any Guarantee in right of payment to,
      or the Liens granted under the Collateral Agreements to any Lien on all or
      substantially all of any of (i) Notes Priority Collateral, (ii) the Shared
      Collateral, (iii) except as otherwise provided in the Intercreditor
      Agreement with respect to Liens securing the Credit Agreement, the RCF
      Priority Collateral or (iv) any Foreign Collateral to secure, any other
      Indebtedness of the Company any Guarantor or any Foreign Grantor; or

            (8) make any change to Section 9.01 or this Section 9.02.

      (c) No amendment, supplement or waiver, including a waiver pursuant to
Section 6.04 shall without the consent of Holders of 66 2/3 % of the then
outstanding Notes issued under this Indenture:

            (1) release any Guarantor from any of its obligations under its
      Guarantee or this Indenture otherwise than in accordance with the terms of
      this Indenture; or

            (2) release all or substantially all of the Collateral otherwise
      than in accordance with the terms of this Indenture and the Collateral
      Agreements.

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

      Notwithstanding anything to the contrary as set forth in Section 316(a) of
the TIA, (a) in determining whether the Holders of the required principal amount
of Notes have concurred in any request, demand, authorization, notice,
direction, amendment, supplement, waiver or consent, Notes owned of record or
beneficially by the Company or any Subsidiary of the Company or any other
obligor on the Notes shall be considered as though they are not outstanding (but
the Notes owned of record or beneficially by any other Affiliates shall be
deemed outstanding for all purposes under the Indenture) and (b) in determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, amendment, supplement, waiver or consent, only
Notes owned by the Company, its Subsidiaries or any other obligor on the Notes
which the Trustee knows are so owned shall be considered as though they are not
outstanding.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment,

                                     - 80 -
<PAGE>

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 amendment, supplement or waiver.

      SECTION 9.03. Compliance with TIA.

      Every amendment, waiver or supplement of this Indenture, the Notes, the
Collateral Agreements or the Guarantees shall comply with the TIA as then in
effect and Section 2.09.

      SECTION 9.04. Revocation and Effect of Consents.

      Until an amendment, waiver or supplement becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. Subject
to the following paragraph, any such Holder or subsequent Holder may revoke the
consent as to such Holder's Note or portion of such Note by written notice to
the Trustee and the Company received before the date on which the Trustee and if
such amendment, waiver or supplement relates to an Collateral Agreement, the
Collateral Agent, receives an Officers' Certificate certifying that the Holders
of the requisite principal amount of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver. An amendment,
waiver or supplement shall become effective upon receipt by the Trustee or the
Collateral Agent, as the case may be, of written consents from the Holders of
the requisite percentage in principal amount of the outstanding Notes or such
Officers' Certificate, whichever first occurs, and the execution thereof by the
Trustee or the Collateral Agent, as the case may be.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be either (i) at least thirty (30)
days prior to the first solicitation of such consent or (ii) the date of the
most recent list furnished to the Trustee under Section 2.05. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than ninety (90) days after such record date.

      After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it makes a change described in any of clauses (1) through
(8) of Section 9.02(b) or clauses (1) through (2) of Section 9.02(c), in which
case, the amendment, supplement or waiver shall bind only each Holder of a Note
who has consented to it and every subsequent Holder of a Note or portion of a
Note that evidences the same debt as the consenting Holder's Note; provided that
any such waiver shall not impair or affect the right of any Holder to receive
payment of principal of, premium, if any, and interest on a Note, on or after
the respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

      SECTION 9.05. Notation on or Exchange of Notes.

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

                                     - 81 -
<PAGE>

supplement or waiver. Any such notation or exchange shall be made at the sole
cost and expense of the Company. Failure to make the appropriate notation or
issue a new Note shall not effect the validity and effect of such amendment,
supplement or waiver.

      SECTION 9.06. Trustee to Sign Amendments, Etc.

      The Trustee and/or the Collateral Agent, as applicable, shall execute any
amendment, supplement or waiver authorized pursuant to this Article Nine;
provided that the Trustee or the Collateral Agent, as the case may be, may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the rights, duties or immunities of the Trustee or the Collateral
Agent, as the case may be, under this Indenture or any Collateral Agreement. The
Trustee or the Collateral Agent, as the case may be, shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate each stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized or
permitted by this Indenture. Such Opinion of Counsel shall not be an expense of
the Trustee or the Collateral Agent, as the case may be, and shall be paid for
by the Company.

      SECTION 9.07. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the TIA as then in effect.

                                   ARTICLE TEN

                                    GUARANTEE

      SECTION 10.01. Guarantee.

      Each Guarantor, as of the Issue Date or any time hereafter, hereby fully,
irrevocably and unconditionally, jointly and severally, unconditionally and
irrevocably guarantees (such guarantee to be referred to herein as the
"Guarantee"), to each of the Holders, the Trustee and the Collateral Agent and
its respective successors and assigns that (i) the principal of, premium, if any
and interest, and Additional Interest, if any, on the Notes shall be promptly
paid in full when due, subject to any applicable grace period, whether upon
redemption pursuant to the terms of the Notes, by acceleration or otherwise, and
interest on the overdue principal, if any, and interest on any interest, if any,
to the extent lawful, of the Notes and all other obligations of the Company to
the Holders, the Trustee and the Collateral Agent hereunder, thereunder or under
any Collateral Agreement shall be promptly paid in full or performed, all in
accordance with the terms hereof, thereof and of the Collateral Agreements; and
(ii) in case of any extension of time of payment or renewal of any of the Notes
or of any such other obligations, the same shall 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 10.03. The Guarantee of each
Guarantor shall rank senior in right of payment to all subordinated Indebtedness
of such Guarantor and equal in right of payment with all other senior
obligations of such Guarantor. Each Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes, this Indenture or any Collateral Agreement, the
absence of any action to enforce the same, any waiver or consent by any of the
Holders with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the

                                     - 82 -
<PAGE>

Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes, this Indenture and in this Guarantee. The obligations of each Guarantor
are limited to the maximum amount which, 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 its contribution obligations under this Indenture, shall result in
the obligations of such Guarantor under the Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. The net
worth of any Guarantor for such purpose shall include any claim of such
Guarantor against the Company for reimbursement and any claim against any other
Guarantor for contribution. Each Guarantor may consolidate with or merge into or
sell its assets to the Company or another Guarantor without limitation in
accordance with Sections 5.01 and 4.10. If any Holder, the Collateral Agent 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, the Collateral Agent 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, the Collateral Agent and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six 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 Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

      SECTION 10.02. Release of a Guarantor.

      A Guarantor, as of the Issue Date or any time hereafter, will be
automatically and unconditionally released from its Guarantee (and the Liens on
its assets in favor of the Trustee shall be released) without any action
required on the part of the Trustee or any Holder:

            (1) if (a) all of the Capital Stock issued by such Guarantor or all
      or substantially all of the assets of such Guarantor are sold or otherwise
      disposed of (including by way of merger or consolidation) to a Person
      other than the Company or any of its Domestic Restricted Subsidiaries or
      (b) such Guarantor ceases to be a Restricted Subsidiary, and the Company
      otherwise complies, to the extent applicable, with Section 4.10, or

            (2) if the Company designates such Guarantor as an Unrestricted
      Subsidiary in accordance with Section 4.09, or

            (3) if the Company exercises its Legal Defeasance option or its
      Covenant Defeasance option as described in Section 8.01, or

            (4) upon satisfaction and discharge of this Indenture or payment in
      full of the principal of, premium, if any, accrued and unpaid interest and
      Additional Interest, if any, on the Notes and all other Obligations that
      are then due and payable.

      At the Company's request and expense, the Trustee shall promptly execute
and deliver an appropriate instrument evidencing such release upon receipt of a
request by the Company accompanied by an Officers' Certificate certifying as to
the compliance with this Section 10.02. Any Guarantor not so released remains
liable for the full amount of its Guarantee as provided in this Article Ten.

                                     - 83 -
<PAGE>

      A Guarantor may also be released from its obligations under its Guarantee
in connection with a permitted amendment of this Indenture pursuant to Section
9.01 or 9.02.

      SECTION 10.03. Limitation of Guarantor's Liability.

      Each Guarantor, as of the Issue Date or any time hereafter, and, by its
acceptance hereof, each of the Holders 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 Code, 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 shall, 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
10.05, result in the obligations of such Guarantor under the Guarantee not
constituting such fraudulent transfer or conveyance.

      SECTION 10.04. Guarantors May Consolidate, etc., on Certain Terms.

      (a) 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 Section 4.10) 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 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 (a) by supplemental indenture (in form and
      substance reasonably satisfactory to the Trustee), executed and delivered
      to the Trustee, all of the obligations of the Guarantor under the
      Guarantee and the performance of every covenant of the Guarantee, this
      Indenture and the Registration Rights Agreement and (b) by amendment,
      supplement or other instrument (in form and substance satisfactory to the
      Trustee and the Collateral Agent) executed and delivered to the Trustee
      and the Collateral Agent, all obligations of the Guarantor under the
      Collateral Agreements and in connection therewith shall cause such
      instruments to be filed and recorded in such jurisdictions and take such
      other actions as may be required by applicable law to perfect or continue
      the perfection of the Lien created under the Collateral Agreements on the
      Collateral owned by or transferred to the surviving entity;

            (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 (a)(2) of the first paragraph of this
      Section 10.04.

      (b) Any merger or consolidation of (i) a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor or
(ii) a Guarantor or the Company with an Affiliate organized solely for the
purpose of reincorporating such Guarantor or the Company in another

                                     - 84 -
<PAGE>

jurisdiction in the United States or any state thereof or the District of
Columbia or changing the legal form of such Guarantor or the Company need only
comply with:

      (A) clause (4) of the first paragraph of Section 5.01; and

      (B) in the case of a merger or consolidation involving (x) the Company as
described in clause (b)(ii) of this Section 10.04, clause 1(b)(y) of Section
5.01 and (y) a Guarantor as described in clause (b)(ii) of this Section
10.04(b), clause (a)(2) of this Section 10.04.

      SECTION 10.05. Contribution.

      In order to provide for just and equitable contribution among the
Guarantors, as of the Issue Date or any time hereafter, the Guarantors agree,
inter se, that each Guarantor that makes a payment or distribution under a
Guarantee shall be entitled to a pro rata contribution from each other Guarantor
hereunder based on the net assets of each other Guarantor. The preceding
sentence shall in no way affect the rights of the Holders of Notes to the
benefits of this Indenture, the Notes or the Guarantees.

      SECTION 10.06. Waiver of Subrogation.

      Each Guarantor, as of the Issue Date or any time hereafter, agrees that it
shall not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.

      SECTION 10.07. Evidence of Guarantee.

      To evidence their guarantees to the Holders set forth in this Article Ten,
each of the Guarantors, as of the Issue Date or any time hereafter, hereby
agrees to execute the notation of Guarantee in substantially the form included
in the Notes attached as Exhibits A and B. Each such notation of Guarantee shall
be signed on behalf of each Guarantor by an Officer or an assistant Secretary.
An Officer (who shall, in each case, have been duly authorized by all requisite
corporate actions) of the Guarantors shall execute the Guarantees by manual or
facsimile signature.

      If an Officer whose signature is on a Note was an Officer at the time of
such execution but no longer holds that office or position at the time the
Trustee authenticates such Note, such Note shall nevertheless be valid.

      Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Guarantee.

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

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

      SECTION 10.08. Waiver of Stay, Extension or Usury Laws.

      Each Guarantor, as of the Issue Date or any time hereafter, covenants to
the extent permitted by law 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 or
extension law or any usury law or other law that would prohibit or forgive

                                     - 85 -
<PAGE>

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 Guarantee; and each Guarantor hereby
expressly waives to the extent permitted by law all benefit or advantage of any
such law, and covenants that it shall not 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 no such law had been enacted.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

      SECTION 11.01. Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. Any provision of the TIA which is required
to be included in a qualified Indenture, but not expressly included herein,
shall be deemed to be included by this reference.

      SECTION 11.02. Notices.

      Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

            if to the Company:

            Viskase Companies, Inc.
            625 Willowbrook Centre Parkway
            Willowbrook, Illinois 60527
            Attn: Chief Financial Officer
            Fax: 630-455-2152

            if to the Trustee or Collateral Agent:

            LaSalle Bank National Association
            135 S. LaSalle, Suite 1960
            Chicago, IL 60603
            Attn: Victoria Douyon, CCTS
            First Vice President

      Each of the Company and the Trustee by written notice to each other may
designate additional or different addresses for notices to such Person. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if faxed; and five (5)
calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address or a notice sent by mail to
the Trustee shall not be deemed to have been given until actually received by
the addressee).

      Any notice or communication mailed to a Holder shall be mailed to such
Holder by first class mail or other equivalent means at such Holder's address as
it appears on the registration books of the Registrar and shall be sufficiently
given to such Holder if so mailed within the time prescribed.

                                     - 86 -
<PAGE>

      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, it is duly given, whether
or not the addressee receives it.

      SECTION 11.03. Communications by Holders with Other Holders.

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

      SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company or any Guarantor to the
Trustee or the Collateral Agent, as the case may be, to take any action under
this Indenture or any Collateral Agreement, the Company shall furnish to the
Trustee or the Collateral Agent, as the case may be, upon request:

            (1) an Officers' Certificate, in form and substance reasonably
      satisfactory to the Trustee or the Collateral Agent, as the case may be,
      stating that, in the opinion of the signers, all conditions precedent to
      be performed by the Company or the applicable Guarantor, as of the Issue
      Date or any time hereafter, provided for in this Indenture or any
      Collateral Agreement relating to the proposed action have been complied
      with; and

            (2) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent to be performed by the Company or
      the applicable Guarantor (as the case may be), as of the Issue Date or any
      time hereafter, provided for in this Indenture or any Collateral Agreement
      relating to the proposed action have been complied with.

      SECTION 11.05. Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture or any Collateral Agreement, other than
the Officers' Certificate required by Section 4.06, shall include:

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

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

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

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

                                     - 87 -
<PAGE>

      SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.

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

      SECTION 11.07. Legal Holidays.

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

      SECTION 11.08. Governing Law.

      THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO 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 INDENTURE.

      SECTION 11.09. No Adverse Interpretation of Other Agreements.

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

      SECTION 11.10. No Recourse Against Others.

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

      SECTION 11.11. Successors.

      All agreements of the Company and the Guarantors in this Indenture, the
Notes, and the Guarantees shall bind their successors. All agreements of each of
the Trustee and the Collateral Agent in this Indenture shall bind its respective
successors.

      SECTION 11.12. Duplicate Originals.

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

                                     - 88 -
<PAGE>

      SECTION 11.13. Severability.

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

      SECTION 11.14. Waiver of Jury Trial.

      THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE, THE NOTES, THE GUARANTEES,
THE COLLATERAL AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

                                 ARTICLE TWELVE

                                    SECURITY

      SECTION 12.01. Grant of Security Interest.

      (a) The Company will execute and deliver the Collateral Agreements to
which it is a party concurrent with this Indenture. The Company hereby covenants
to cause any future Guarantors and any future Foreign Grantors to become parties
to the applicable Collateral Agreements. Notwithstanding anything to the
contrary herein, no Collateral shall consist of any Excluded Assets.

      (b) The Trustee and each Holder, by its acceptance of a Note, consents and
agrees to the terms of each Collateral Agreement, as the same may be in effect
or may be amended from time to time in accordance with their respective terms,
and authorizes and directs the Collateral Agent to enter into the Collateral
Agreements and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Company shall, and shall cause each of its Domestic
Restricted Subsidiaries to, do or cause to be done, at its sole cost and
expense, all such actions and things as may be necessary or proper, or as may be
required by the provisions of the Collateral Agreements, to assure and confirm
to the Collateral Agreement the security interests in the Collateral
contemplated hereby and by the Collateral Agreements, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes and Guarantees secured hereby, according to the
intent and purpose herein and therein expressed. The Company shall, and shall
cause each of its Domestic Restricted Subsidiaries to, take any and all actions
required or as may be requested by the Collateral Agent to cause the Collateral
Agreements to create and maintain, as security for the Obligations contained in
this Indenture, the Notes, the Collateral Agreements and the Guarantees valid
and enforceable, perfected (except as expressly provided herein or therein)
security interests in and on all the Collateral, in favor of the Collateral
Agent, superior to and prior to the rights of all third Persons, and subject to
no other Liens, in each case, except as expressly provided herein or therein,
including (i) the filing of financing statements, continuation statements,
collateral assignments and any instruments of further assurance, in such manner
and in such places as may be required by law to preserve and protect fully the
rights of the Holders, the Collateral Agent, and the Trustee under this
Indenture and the Collateral Agreements to all property comprising the
Collateral, and (ii) the delivery of the certificates evidencing the securities
pledged under the Collateral Agreements, duly endorsed in blank, it being
understood that concurrently with the execution of this Indenture the Company
has filed a financing statement in the appropriate filing office. The Company
shall from time to time promptly pay all financing and

                                     - 89 -
<PAGE>

continuation statement recording and/or filing fees, charges and recording and
similar taxes relating to this Indenture, the Collateral Agreements and any
amendments hereto or thereto and any other instruments of further assurance
required pursuant hereto or thereto.

      SECTION 12.02. Opinions.

      (a) The Company shall furnish to the Trustee and the Collateral Agent, at
such time as required by TIA Section 314(b), and promptly after the execution
and delivery of any other instrument of further assurance or amendment granting,
perfecting, protecting, preserving or making effective a security interest
pursuant to any Collateral Agreement, an Opinion of Counsel either (i) stating
that, in the opinion of such counsel, this Indenture and the Collateral
Agreements, financing statements and fixture filings then executed and
delivered, as applicable, and all other instruments of further assurance or
amendment then executed and delivered have been properly recorded, registered
and filed, and all certificates evidencing securities pledged to the Collateral
Agent for the benefit of itself, the Trustee and the Holders under the Security
Agreement have been delivered and duly endorsed in blank, to the extent
necessary to perfect the security interests created by this Indenture and the
Collateral Agreements and reciting the details of such action or referring to
prior Opinions of Counsel in which such details are given, and stating that as
to such Collateral Agreements and such other instruments, such recording,
registering, filing and delivery are the only recordings, registerings, filings
and deliveries necessary to perfect such security interest and that no
re-recordings, re-registerings, re-filings or re-deliveries are necessary to
maintain such perfection, and further stating that all financing statements and
continuation statements have been executed and filed, and all such certificates
have been delivered, that are necessary fully to preserve and protect the rights
of and perfect such security interests of the Collateral Agent for the benefit
of itself, the Trustee and the Holders, under the Collateral Agreements or (ii)
stating that, in the Opinion of such Counsel, no such action is necessary to
perfect any security interest created under this Indenture, the Notes or any of
the Collateral Agreements as intended by this Indenture, the Notes or any such
Collateral Agreement; provided that, in either case, such Opinion of Counsel
shall not be required to opine as to the priority or superiority of such
security interests against any third Person.

      (b) Annually, within thirty (30) days after May 1 of each year and
beginning with the year 2005, the Company shall furnish to the Trustee and the
Collateral Agent an Opinion of Counsel, dated as of such date, either (i)
stating that: (A) in the opinion of such counsel, action has been taken with
respect to the registering, recording, filing, re-recording, re-registering and
refiling of this Indenture, and all supplemental indentures, financing
statements, continuation statements and other documents, and delivery of all
certificates, as are then necessary to perfect or continue the perfection of the
security interests created by the Collateral Agreements and reciting the details
of such action or referring to prior Opinions of Counsel in which such details
are given; and (B) based on relevant laws as in effect on the date of such
Opinion of Counsel, all financing statements, continuation statements and other
documents have been executed and filed that are necessary as of such date and
during the succeeding twenty-four (24) months fully to maintain, perfect or
continue the perfection of such security interests under the Collateral
Agreements with respect to the Collateral and to maintain, preserve, and protect
the rights of the Holders, the Collateral Agent and the Trustee hereunder and
under the Collateral Agreements or (ii) stating that, in the opinion of such
counsel, no such action is then necessary to perfect or continue the perfection
of such security interests.

      SECTION 12.03. Release of Collateral.

      (a) The Collateral Agent shall not at any time release Collateral from the
security interests created by the Collateral Agreements unless such release is
in accordance with the provisions of this Indenture and the applicable
Collateral Agreements.

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      (b) At any time when a Default or an Event of Default shall have occurred
and be continuing, no release of Collateral pursuant to the provisions of this
Indenture and the Collateral Agreements shall be effective as against the
Holders, except to the extent otherwise permitted under Section 12.03(d).

      (c) The release of any Collateral from the terms of the Collateral
Agreements shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is
released pursuant to this Indenture and the Collateral Agreements. To the extent
applicable, the Company shall cause TIA Section 314(d) relating to the release
of property from the security interests created by this Indenture and the
Collateral Agreements to be complied with. 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 or approved by the Trustee in the exercise of reasonable
care. A Person is "independent" if such Person (a) is in fact independent, (b)
does not have any direct financial interest or any material indirect financial
interest in the Company or in any Affiliate of the Company and (c) is not an
officer, employee, promoter, underwriter, trustee, partner or director or person
performing similar functions to any of the foregoing for the Company. The
Trustee and the Collateral Agent shall be entitled to receive and rely upon a
certificate provided by any such Person confirming that such Person is
independent within the foregoing definition.

      (d) Notwithstanding any provision to the contrary herein, Collateral
comprised of accounts receivable, inventory or the proceeds of the foregoing
shall be subject to release upon sales of such inventory, collection of the
proceeds of such accounts receivable and the use of proceeds, in each case, in
the ordinary course of business pursuant to transaction not otherwise prohibited
under this Indenture. If requested in writing by the Company, the Trustee shall
instruct the Collateral Agent to execute and deliver such documents, instruments
and statements and to take all such other actions promptly upon receipt of such
instructions from the Trustee as the Company may request to evidence or confirm
that the Collateral falling under this Section 12.03 has been released from the
Liens of each of the Collateral Agreements.

      SECTION 12.04. Specified Releases of Collateral.

      (a) The Company, the Guarantors and the Foreign Grantors shall be entitled
to obtain a full release of items of Collateral (the "Released Interests") from
the security interests created by this Indenture and the Collateral Agreements
upon compliance with the conditions precedent set forth in Section 4.10, 8.01 or
8.02 of this Indenture and the applicable Collateral Agreements or pursuant to
any other asset sale not prohibited by Section 4.10 and otherwise permitted
hereunder. So long as no Default or Event of Default exists, upon the written
request of the Company, any Guarantor or any Foreign Grantor and the furnishing
of each of the items required by Section 12.04(b), the Collateral Agent upon the
direction of the Trustee (or the Trustee if acting as the Collateral Agent)
shall forthwith take such action (at the written request of and the expense of
the Company, such Guarantor or such Foreign Grantor, without recourse or
warranty and without any representation of any kind), including the delivery of
appropriate UCC-3 termination statements, to release and reconvey to the
Company, such Guarantor or such Foreign Grantor all of the Released Interests,
and shall deliver such Released Interests in its possession to the Company, such
Guarantor or such Foreign Grantor.

      (b) So long as no Default or Event of Default exists, the Company, the
Guarantors and the Foreign Grantors shall be entitled to obtain a release of,
and the Trustee shall release, the Released Interests upon compliance with the
condition precedent that the Company, such Guarantor or such Foreign Grantor
shall have satisfied all applicable conditions precedent to any such release set
forth in this Indenture and the applicable Collateral Agreements as set forth in
an Officers' Certificate and an

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Opinion of Counsel delivered to the Trustee and the Collateral Agent and shall
have delivered to the Trustee and the Collateral Agent the following, as
applicable:

            (i) in connection with release of Collateral resulting from an Asset
      Sale under Section 4.10 or other asset sale permitted hereunder, notice
      from the Company requesting the release of Released Interests: (A)
      describing the proposed Released Interests; (B) specifying the estimated
      value of such Released Interests on a date within sixty (60) days of such
      notice (the "Valuation Date"); (C) stating that the purchase price
      received is at least equal to the fair market value of the Released
      Interests; (D) stating that the release of such Released Interests, taking
      into account any concurrent replacement of such assets, would not be
      expected to interfere in any material respect with the Collateral Agent's
      ability to realize the value of the remaining Collateral and shall not
      impair in any material respect the maintenance and operation of the
      remaining Collateral; and (E) certifying that such Asset Sale or such
      other asset sale complies with the terms and conditions of this Indenture
      with respect thereto and the applicable Collateral Agreements with respect
      thereto;

            (ii) in connection with release of Collateral resulting from an
      Asset Sale under Section 4.10 or other asset sale permitted hereunder, an
      Officers' Certificate of the Company stating that (A) the release of such
      Released Interests would not be expected to interfere in any material
      respect with the Collateral Agent's ability to realize the value of the
      remaining Collateral and will not impair in any material respect the
      maintenance and operation of the remaining Collateral; (B) such Asset Sale
      or such other asset sale covers only the Released Interests and complies
      with the terms and conditions of this Indenture; (C) there is no Default
      or Event of Default in effect or continuing on the date thereof, the
      Valuation Date or the date of such Asset Sale or such other asset sale;
      (D) the release of the Collateral shall not result in a Default or Event
      of Default under this Indenture; and (E) all conditions precedent in this
      Indenture relating to the release in question have been or shall be
      complied with;

            (iii) in connection with release of Collateral resulting from an
      Asset Sale under Section 4.10, the Net Cash Proceeds and other non-cash
      consideration from the Asset Sale required to be delivered to the Trustee
      pursuant to this Indenture;

            (iv) to the extent required by the TIA, an Officers' Certificate of
      the Company and an Opinion of Counsel certifying that all conditions
      precedent to the release of the Released Interests have been met and that
      such release complies with the terms and conditions of this Indenture and
      the applicable Collateral Agreements; and

            (v) all additional certificates, opinions and other documentation
      required by the TIA, if any.

      If the Company or any Domestic Restricted Subsidiary engage in any direct
or indirect sale, issuance, conveyance, transfer, lease, assignment or other
transfer for value of any Collateral of the type described in clause (a), (c),
(d), or (e), of the proviso to the definition of the term "Asset Sale," the
Liens of the Collateral Agent on such Collateral shall automatically terminate
and be released without any action by the Collateral Agent, and the Collateral
Agent shall, at the sole cost and expense of the Company or such Domestic
Restricted Subsidiary, execute and deliver to the Company or such Domestic
Restricted Subsidiary such documents, without any representation, warranty or
recourse of any kind whatsoever, as the Company or such Domestic Restricted
Subsidiary shall reasonably request to effect or evidence such termination.

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      SECTION 12.05. Release upon Satisfaction or Defeasance of all Outstanding
Obligations.

      The Liens on, and pledges of, all Collateral will also be terminated and
released upon (i) payment in full of the principal of, premium, if any, on,
accrued and unpaid interest and Additional Interest, if any, on the Notes and
all other Obligations hereunder, the Guarantees and the Collateral Agreements
that are due and payable at or prior to the time such principal, premium, if
any, accrued and unpaid interest and Additional Interest, if any, are paid, (ii)
a satisfaction and discharge of this Indenture as described above under Section
8.02 and (iii) the later to occur of (A) the occurrence of a Legal Defeasance or
Covenant Defeasance as described above under Section 8.01 or (B) the 91st day
occurring subsequent to the making of the deposit required under Section
8.01(c)(1).

      SECTION 12.06. Form and Sufficiency of Release.

      In the event that the Company, any Guarantor or any Foreign Grantor has
sold, exchanged, or otherwise disposed of or proposes to sell, exchange or
otherwise dispose of any portion of the Collateral that may be sold, exchanged
or otherwise disposed of by the Company, such Guarantor or such Foreign Grantor,
and the Company, such Guarantor or such Foreign Grantor requests in writing that
the Collateral Agent to furnish a written disclaimer, release or quit-claim of
any interest in such property under this Indenture and the Collateral
Agreements, the Collateral Agent shall execute, acknowledge and deliver to the
Company, such Guarantor or such Foreign Grantor (in proper form-prepared by the
Company, such Guarantor or such Foreign Grantor) such an instrument promptly
after satisfaction of the conditions set forth herein for delivery of any such
release. Notwithstanding the preceding sentence, all purchasers and grantees of
any property or rights purporting to be released herefrom shall be entitled to
rely upon any release executed by the Collateral Agent 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 or of the
Collateral Agreements.

      SECTION 12.07. Purchaser Protected.

      No purchaser or grantee of any property or rights purporting to be
released herefrom shall be bound to ascertain the authority of the Trustee or
the Collateral Agent to execute the release or to inquire as to the existence of
any conditions herein prescribed for the exercise of such authority; nor shall
any purchaser or grantee of any property or rights permitted by this Indenture
to be sold or otherwise disposed of by the Company be under any obligation to
ascertain or inquire into the authority of the Company to make such sale or
other disposition.

      SECTION 12.08. Authorization of Actions to be Taken by the Collateral
Agent Under the Collateral Agreements.

      Subject to the provisions of the applicable Collateral Agreements, the
Trustee and each Holder, by acceptance of its Note(s) agrees that (a) the
Collateral Agent shall execute and deliver the Collateral Agreements and act in
accordance with the terms thereof, (b) the Collateral Agent may, in its sole
discretion and without the consent of the Trustee or the Holders, take all
actions it deems necessary or appropriate in order to (i) enforce any of the
terms of the Collateral Agreements and (ii) collect and receive any and all
amounts payable in respect of the Obligations of (A) the Company and the
Guarantors hereunder and under the Notes, the Guarantees and the Collateral
Agreements and (B) the Foreign Grantors under the Foreign Collateral Agreements
and (c) the Collateral Agent shall have power to institute and to maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any act that may be unlawful or in violation of the Collateral
Agreements or this Indenture, and suits and proceedings as the Collateral Agent
may deem expedient to preserve or protect its interests and the interests of the
Trustee and the Holders in the Collateral (including the power to

                                     - 93 -
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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
interest thereunder or be prejudicial to the interests of the Collateral Agent,
the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Agent
may, at the expense of the Company, request the direction of the Holders with
respect to any such actions and upon receipt of the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Notes, shall take such actions; provided that all actions so taken shall, at all
times, be in conformity with the requirements of the Intercreditor Agreement.

      SECTION 12.09. Authorization of Receipt of Funds by the Trustee Under the
Collateral Agreements.

      The Collateral Agent is authorized to receive any funds for the benefit of
itself, the Trustee and the Holders distributed under the Collateral Agreements
and to the extent not prohibited under the Intercreditor Agreement, for turnover
to the Trustee to make further distributions of such funds to itself, the
Trustee and the Holders in accordance with the provisions of Section 6.10 and
the other provisions of this Indenture.

      SECTION 12.10. Intercreditor Agreement.

      This Article Twelve and the Collateral Agreements are subject to the
terms, limitations and conditions set forth in the Intercreditor Agreement.

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                                   SIGNATURES

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

                              VISKASE COMPANIES, INC.

                              By: /s/ Gordon S. Donovan
                                  Name: Gordon S. Donovan
                                  Title: Vice President

                              LASALLE BANK NATIONAL ASSOCIATION, as Trustee and
                              Collateral Agent

                              By: /s/ Victoria Y. Douyon
                                  Name: Victoria Y. Douyon
                                  Title: First Vice President

                                                                       INDENTURE