<PAGE>

                                                                    EXHIBIT 10.6

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

                             VISKASE COMPANIES, INC.

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                   as Trustee
                            ------------------------


                                    INDENTURE

                            Dated as of April 3, 2003
                          -----------------------------


                                   $60,000,000

                  % Senior Subordinated Secured Notes Due 2008

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

<PAGE>

                             CROSS-REFERENCE TABLE *

<TABLE>
<CAPTION>
Trust Indenture                                                                    Reference
  Act Section                                                                       Section
---------------                                                                    ----------
<S>                                                                                <C>
310(a)(1)........................................................................    6.10
   (a)(2)........................................................................    6.10
   (a)(3)........................................................................    N.A.
   (a)(4)........................................................................    N.A.
   (a)(5)........................................................................    6.10
   (b)...........................................................................    6.08, 6.10
311(a)...........................................................................    6.11
   (b)...........................................................................    6.11
   (c)...........................................................................    N.A.
312(a)...........................................................................    2.05
   (b)...........................................................................    10.03
   (c)...........................................................................    10.03
313(a)...........................................................................    6.06
   (b)(1)........................................................................    N.A.
   (b)(2)........................................................................    6.06
   (c)...........................................................................    6.06, 10.02
   (d)...........................................................................    6.06
314(a)...........................................................................    N.A.
   (b)...........................................................................    N.A.
   (c)(1)........................................................................    10.04
   (c)(2)........................................................................    10.04
   (c)(3)........................................................................    10.04
   (d)...........................................................................    N.A.
   (e)...........................................................................    10.05
   (f)...........................................................................    N.A.
315(a)...........................................................................    6.01(b)
   (b)...........................................................................    6.05
   (c)...........................................................................    6.01(a)
   (d)...........................................................................    6.01(c)
   (e)...........................................................................    5.11
316(a)(last sentence)............................................................    2.09
   (a)(1)(A).....................................................................    5.05
   (a)(1)(B).....................................................................    5.04
   (a)(2)........................................................................    N.A.
   (b)...........................................................................    5.07
   (c)...........................................................................    8.07
317(a)(1)........................................................................    5.08
   (a)(2)........................................................................    5.09
   (b)...........................................................................    2.04
318(a)...........................................................................    10.01
</TABLE>

                            N.A. means not applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................   1
         SECTION 1.01. Definitions...............................................................................   1
         SECTION 1.02. Incorporation by Reference of Trust Indenture Act.........................................  10
         SECTION 1.03. Rules of Construction.....................................................................  11

ARTICLE 2 THE SECURITIES.........................................................................................  11
         SECTION 2.01. Form and Dating...........................................................................  11
         SECTION 2.02. Execution and Authentication; Aggregate Principal Amount..................................  12
         SECTION 2.03. Registrar and Paying Agent................................................................  12
         SECTION 2.04. Paying Agent to Hold Money in Trust.......................................................  13
         SECTION 2.05. Holder Lists..............................................................................  13
         SECTION 2.06. Transfer and Exchange.....................................................................  13
         SECTION 2.07. Replacement Securities....................................................................  14
         SECTION 2.08. Outstanding Securities....................................................................  15
         SECTION 2.09. Treasury Securities.......................................................................  15
         SECTION 2.10. Temporary Securities......................................................................  15
         SECTION 2.11. Cancellation..............................................................................  16
         SECTION 2.12. Overdue Interest..........................................................................  16
         SECTION 2.13. CUSIP Number..............................................................................  16

ARTICLE 3 COVENANTS..............................................................................................  16
         SECTION 3.01. Payment of Securities.....................................................................  16
         SECTION 3.02. Maintenance of Office or Agency...........................................................  17
         SECTION 3.03. SEC Reports...............................................................................  17
         SECTION 3.04. Continued Existence and Rights............................................................  17
         SECTION 3.05. Maintenace of Property; Insurance.........................................................  18
         SECTION 3.06. Taxes and Claims..........................................................................  18
         SECTION 3.07. Compliance Certificate....................................................................  18

ARTICLE 4 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...................................................  19
         SECTION 4.01. Company May Consolidate, Etc., Only on Certain Terms......................................  19
         SECTION 4.02. Successor Substituted.....................................................................  20

ARTICLE 5 DEFAULTS AND REMEDIES..................................................................................  20
         SECTION 5.01. Events of Default; Notice of Default......................................................  20
         SECTION 5.02. Acceleration..............................................................................  21
         SECTION 5.03. Other Remedies............................................................................  22
         SECTION 5.04. Waiver of Defaults........................................................................  22
         SECTION 5.05. Control by Majority.......................................................................  23
         SECTION 5.06. Limitation on Suits.......................................................................  23
         SECTION 5.07. Rights of Holders to Receive Payment......................................................  23
         SECTION 5.08. Collection Suit by Trustee................................................................  23
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                <C>
         SECTION 5.09. Trustee May File Proofs of Claim..........................................................  24
         SECTION 5.10. Priorities................................................................................  25
         SECTION 5.11. Undertaking for Costs.....................................................................  25

ARTICLE 6 TRUSTEE................................................................................................  25
         SECTION 6.01. Duties of Trustee.........................................................................  25
         SECTION 6.02. Rights of Trustee.........................................................................  26
         SECTION 6.03. Individual Rights of Trustee..............................................................  27
         SECTION 6.04. Trustee's Disclaimer......................................................................  27
         SECTION 6.05. Notice of Defaults........................................................................  27
         SECTION 6.06. Reports by Trustee to Holders.............................................................  28
         SECTION 6.07. Compensation and Indemnity................................................................  28
         SECTION 6.08. Replacement of Trustee....................................................................  29
         SECTION 6.09. Successor Trustee by Merger, etc..........................................................  30
         SECTION 6.10. Eligibility; Disqualifications............................................................  30
         SECTION 6.11. Preferential Collection of Claims Against Company.........................................  30

ARTICLE 7 DISCHARGE OF INDENTURE.................................................................................  30
         SECTION 7.01. Termination of Company's Obligations......................................................  30
         SECTION 7.02. Application of Trust Money................................................................  32
         SECTION 7.03. Repayment to Company......................................................................  32
         SECTION 7.04. Reinstatement.............................................................................  32

ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS....................................................................  33
         SECTION 8.01. Without Consent of Holders................................................................  33
         SECTION 8.02. With Consent of Holders...................................................................  33
         SECTION 8.03. Compliance with Trust Indenture Act.......................................................  34
         SECTION 8.04. Effect of Supplemental Indentures.........................................................  34
         SECTION 8.05. Notation on or Exchange of Securities.....................................................  35
         SECTION 8.06. Trustee Protected.........................................................................  35
         SECTION 8.07. Record Date...............................................................................  35

ARTICLE 9 REDEMPTIONS............................................................................................  35
         SECTION 9.01. Optional Redemption; Notice to Trustee....................................................  35
         SECTION 9.02. Selection of the Securities to be Redeemed................................................  36
         SECTION 9.03. Notice of Redemption......................................................................  36
         SECTION 9.04. Effect of Notice of Redemption............................................................  37
         SECTION 9.05. Deposit of Redemption Notice..............................................................  37
         SECTION 9.06. Securities Redeemed in Part...............................................................  37

ARTICLE 10 SUBORDINATION.........................................................................................  38
         SECTION 10.01. Agreement to Subordinate.................................................................  38
         SECTION 10.02. Liquidation; Dissolution; Bankruptcy.....................................................  38
         SECTION 10.03. Default on Senior Debt...................................................................  39
         SECTION 10.04. Acceleration of Securities...............................................................  39
         SECTION 10.05. When Distribution Must Be Paid Over......................................................  40
         SECTION 10.06. Notice by Company........................................................................  40
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                <C>
         SECTION 10.07. Subrogation..............................................................................  40
         SECTION 10.08. Relative Rights..........................................................................  40
         SECTION 10.09. Subordination May Not Be Impaired........................................................  41
         SECTION 10.10. Distribution or Notice to Representative.................................................  41
         SECTION 10.11. Rights of Trustee and Paying Agent.......................................................  41
         SECTION 10.12. Authorization to Effect Subordination....................................................  42
         SECTION 10.13. Amendments...............................................................................  42

ARTICLE 11 COLLATERAL AND SECURITY...............................................................................  42
         SECTION 11.01. Security Agreement.......................................................................  42
         SECTION 11.02. Recording and Opinions...................................................................  43
         SECTION 11.03. Release of Collateral....................................................................  43
         SECTION 11.04. Certificates of the Company..............................................................  45
         SECTION 11.05. [intentionally omitted.].................................................................  45
         SECTION 11.06. Authorization of Actions to Be Taken by the Trustee Under the Collateral Agreements......  45
         SECTION 11.07. Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.........  46
         SECTION 11.08. Termination of Security Interest.........................................................  46
         SECTION 11.09. Subordination Agreements.................................................................  46

ARTICLE 12 MISCELLANEOUS.........................................................................................  46
         SECTION 12.01. Trust Indenture Act Controls.............................................................  46
         SECTION 12.02. Notices..................................................................................  47
         SECTION 12.03. Communications by Holders with Other Holders.............................................  47
         SECTION 12.04. Certificate and Opinion as to Conditions Precedent.......................................  48
         SECTION 12.05. Statements Required in Certificate or opinion............................................  48
         SECTION 12.06. Rules by Trustee and Agents..............................................................  48
         SECTION 12.07. Legal Holidays...........................................................................  48
         SECTION 12.08. No Recourse Against Others...............................................................  49
         SECTION 12.09. Benefits of Indenture....................................................................  49
         SECTION 12.10. Duplicate Originals......................................................................  49
         SECTION 12.11. Governing Law............................................................................  49
         SECTION 12.12. No Adverse Interpretation of Other Agreements............................................  49
         SECTION 12.13. Successors...............................................................................  49
         SECTION 12.14. Severability.............................................................................  49
         SECTION 12.15. Table of Contents, Headings, etc.........................................................  50

         Exhibit A - Form of Security............................................................................  A-1
         Exhibit B - Security Agreement..........................................................................  B-1
</TABLE>

<PAGE>

      INDENTURE dated as of April 3, 2003 between VISKASE COMPANIES, INC., a
Delaware corporation (the "Company"), and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, a national (banking) association organized under the laws of the
United States (the "Trustee").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the creation and issuance of its 8% Senior
Subordinated Secured Notes Due 2008 (the "Securities") of substantially the
tenor and amount set forth in Exhibit A attached hereto and made a part hereof,
and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

      All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid and binding obligations of the Company, and to make this Indenture a valid
and binding agreement of the Company, all in accordance with their respective
terms, have been done.

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

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

      As used herein, the following terms shall have the following meanings.

      "Affiliate" of any specified Person means any other Person which directly
or indirectly through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such specified Person.

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

      "Applicable Working Capital Allowance" means the lesser of (i) the Working
Capital Allowance and (ii) the Preliminary Consolidated Cash Flow.

      "Asset Sale" means, with respect to any Person, any sale, transfer or
other disposition or series of sales or other dispositions (including, without
limitation, by way of merger, consolidation or Sale and Leaseback Transaction)
by such Person or any of its Subsidiaries to any Person, other than (w) the
creation of any Lien not prohibited by the terms hereof or the Security
Agreement, (x) one of such Person's direct or indirect Wholly Owned
Subsidiaries, (y) any other Person with respect to which such Person is a direct
or indirect Wholly Owned Subsidiary and (z) any direct or indirect Wholly Owned
Subsidiary of any such other Person specified in clause (y), of (i) all or any
Capital Stock in any of its Subsidiaries, (ii) all or substantially all of the
Property of a Subsidiary of such Person, (iii) all or substantially all of the
Property of any division or comparable business segment of such Person or any of
its

<PAGE>

Subsidiaries, or (iv) other assets of such Person or any of its Subsidiaries
outside of the ordinary course of business.

      "Bankruptcy Law" means Title 11 of the United States Code or any similar
federal or state laws for the relief of debtors.

      "Board of Directors" of any corporation means the board of directors of
such corporation or any duly authorized committee of the board of directors of
such corporation.

      "Business Day" means any day that is not a Legal Holiday.

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

      "Capital Stock" in any Person means any and all shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person and any rights (other than debt securities convertible into an
equity interest), warrants or options to acquire an equity interest in such
Person.

      "Collateral" has the meaning given such term in the Security Agreement.

      "Company" means Viskase Companies, Inc. unless and until a successor of
Viskase Companies, Inc. replaces it pursuant to this Indenture, and thereafter
means such successor.

      "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Operating Income of such Person and its Consolidated
Subsidiaries for such period, decreased by (i) capital expenditures (including
investments in Capital Leases and capitalized interest), (ii) payments under any
Lease Back Agreement or Capital Lease Obligations without duplication of amounts
paid under the Lease Back Agreements, (iii) principal paid on any Senior Debt
and on the Securities; (iv) interest expense (not including interest capitalized
on the Securities, but including cash interest paid on the Securities), (v) cash
income taxes paid; (vi) any amounts deducted as Applicable Working Capital
Allowance during the period for which Consolidated Cash Flow is being
determined; and (vii) if Consolidated Cash Flow is positive after taking into
the deductions contemplated in clauses (i) through (vi) above (the "Preliminary
Consolidated Cash Flow"), the Applicable Working Capital Allowance, if any.

      "Consolidated Net Income" of any Person means, for any period, the
aggregate net income (or net loss, as the case may be) of such Person and its
Consolidated Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided, that there shall be excluded therefrom, without
duplication, (i) items classified as extraordinary or nonrecurring (other than
the tax benefit of the utilization of net operating loss carry forwards), (ii)
the income (or loss) of any Joint Venture, except to the extent of the amount of
cash dividends or other cash distributions in respect of Capital Stock therein
actually paid during such period to such Person or any of its Subsidiaries by
such Joint Venture out of funds legally available therefore, (iii) except to the
extent includable pursuant to clause (ii), the income (or loss) of any other
Person accrued or attributable to any period prior to the date it becomes a
Consolidated Subsidiary of such Person or is merged into or consolidated with
such Person or

                                       2
<PAGE>

any of its Consolidated Subsidiaries or such other Person's Property (or a
portion thereof) is acquired by such Person or any of its Consolidated
Subsidiaries, and (iv) non-cash items decreasing or increasing Consolidated Net
Income arising out of currency translation effects.

      "Consolidated Operating Income" means, without duplication, with respect
to any Person for any period, the Consolidated Net Income of such Person and its
Consolidated Subsidiaries for such period, (A) increased by the sum of (i) the
interest expense of such Person for such period, other than interest capitalized
by such Person and its Consolidated Subsidiaries during such period, (ii) income
tax expense of such Person and its Consolidated Subsidiaries, on a consolidated
basis, for such period (other than income tax expense attributable to Asset
Sales), (iii) depreciation expense of such Person and its Consolidated
Subsidiaries, on a consolidated basis, for such period and (iv) amortization
expense of such Person and its Subsidiaries, on a consolidated basis, for such
period and (B) decreased by any revenues accrued but not received by such Person
or any of its Subsidiaries from any other Person (other than such Person or any
of its Consolidated Subsidiaries) in respect of any accounts receivable or
Investment for such period, all as determined in accordance with GAAP.

      "Consolidated Subsidiaries" of any Person means all other Persons that
would be accounted for as consolidated Persons in such Person's financial
statements in accordance with GAAP.

      "Control" means (except as otherwise specifically provided herein) 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 agreement or otherwise; and the terms
"Controlling" and "Controlled" have meanings correlative to the foregoing.

      "Corporate Trust Office" means the Corporate Trust Office of the Trustee
at which at any particular time its corporate trust business shall be
principally administered, which on the date hereof is the address of the Trustee
specified in Section 12.02.

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

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

      "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities except (A) the rights of the Holders of Securities to
receive, from the trust fund described in Section 7.01 (b)(i), payment of the
Principal of and the interest on such Securities when such payments are due, (B)
the Company's obligations with respect to the Securities under Sections 2.03,
2.04, 2.05, 2.06, 2.07, 6.07 and 6.08 and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

      "Event of Default" has the meaning given such term in Section 5.01.

                                       3
<PAGE>

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations of the SEC promulgated thereunder.

      "Exchange Securities" has the meaning given such term in Section 2.02.

      "Fractional Principal Amounts" has the meaning given such term in Section
2.02.

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

      "Guarantee" by any Person means any direct or indirect obligation,
contingent or otherwise, of such Person, other than endorsements of negotiable
instruments for collection or deposit in the ordinary course of business, (i)
guaranteeing any obligation of any other Person, (ii) to purchase or pay (or
advance or supply funds for the purchase or payment of) any obligation of
another Person (whether arising by virtue of participation agreements, by
agreements to keep well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise), or
(iii) entered into to assure, or with the practical effect of assuring, in any
other manner the obligee of such obligation of the payment thereof or to protect
such obligee against loss in respect thereof, either in whole or in part,
provided that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business.

      "Holder" means any Person in whose name a Security is registered on the
Registrar's books.

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

      "Investment" means, as to any investing Person, any direct or indirect
advance, loan (other than extensions of trade credit on commercially reasonable
terms in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of such Person or any of its Subsidiaries in
accordance with GAAP) or other extension of credit, Guarantee or capital
contribution to, or any acquisition by such Person of any Capital Stock, bonds,
notes, debentures or other securities or evidences of indebtedness issued by any
other Person.

      "Joint Venture" of a Person means any Person in which the investing Person
has a joint or shared equity interest but which is not a Subsidiary of such
investing Person.

      "Lease Agreement" means the Lease Agreement dated as of December 18, 1990
between The Connecticut National Bank, as Owner Trustee, General Electric
Capital Corporation ("GECC"), as Lessor and Viskase Corporation, as Lessee, as
amended through the date hereof and from time to time.

                                       4
<PAGE>

      "Lease Back Agreements" means, together, (i) the Lease Agreement, as
amended through the date hereof and from time to time, (ii) the Participation
Agreement dated as of December 8, 1990 among Viskase Corporation, as Lessee,
Envirodyne Industries, Inc., as Guarantor, GECC, as Owner Participant and The
Connecticut National Bank, as Owner Trustee, as amended through the date hereof
and from time to time, and (iii) the Security Agreement dated as of July 28,
2000 among Viskase Holding Corporation, Viskase Corporation, Viskase Sales
Corporation, State Street Bank and Trust Company and GECC, as amended through
the date hereof and from time to time.

      "Legal Holiday" has the meaning given such term in Section 12.07.

      "Lien" means any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement (including, without
limitation, any Capital Lease Obligations in the nature thereof) or other
encumbrance of any kind or description, including, without limitation, any
agreement to give or grant a Lien.

      "Net Available Proceeds" from any Asset Sale by any Person means cash or
readily marketable cash equivalents received (including by way of sale or
discounting of a note, installment receivable or other receivable, but excluding
any other consideration received in the form of assumption by the acquiree of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form) therefrom by such Person, net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred and all federal, state, provincial, foreign and local taxes required to
be accrued as a liability as a consequence of such Asset Sale, (ii) all payments
made by such Person or its Subsidiaries on any Indebtedness which is secured by
such assets in accordance with the terms of any Lien upon or with respect to
such assts or which must by the terms of such Lien, or in order to obtain a
necessary consent to such Asset Sale or by applicable law, be repaid out of the
proceeds from such Asset Sale, and (iii) all distributions and other payments
made to minority interest holders in Subsidiaries of such Person or participants
in Joint Ventures of such Person as a result of such Asset Sale.

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

      "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder on the date of the
Offer offering to purchase up to the principal amount of Securities specified in
such Offer at the purchase price specified in such Offer. Unless otherwise
required by applicable law, the Offer shall specify an expiration date (the
"Expiration Date") of the Offer to Purchase which shall be, subject to any
contrary requirements of applicable law, not less than 30 days or more than 60
days after the date of such Offer and a settlement date (the "Purchase Date")
for the purchase of Securities within five Business Days after the Expiration
Date. The Company shall notify the Trustee at least 15 Business Days (or such
shorter period as is acceptable to the Trustee) prior to the mailing of the
Offer of the Company's obligation to make an Offer to Purchase, and the Offer
shall be mailed by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company. The Offer shall contain information
concerning the business of the Company and

                                       5
<PAGE>

its Subsidiaries which the Company in good faith believes will enable such
Holders to make an informed decision with respect to the Offer to Purchase
(which at a minimum will include (i) the most recent annual and quarterly
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the documents required to be
filed with the Trustee pursuant to Section 3.03 (which requirements may be
satisfied by delivery of such documents together with the Offer), (ii) a
description of material developments in the Company's business subsequent to the
date of the latest of such financial statements referred to in clause (i)
(including a description of the events requiring the Company to make the Offer
to Purchase), (iii) if applicable, appropriate pro forma financial information
concerning the Offer to Purchase and the events requiring the Company to make
the Offer to Purchase and (iv) any other information required by applicable law
to be included therein). The Offer shall contain all instructions and materials
necessary to enable such Holders to tender Securities pursuant to the Offer to
Purchase. The Offer shall also state:

            (1) the Section of this Indenture pursuant to which the Offer to
      Purchase is being made;

            (2) the Expiration Date and the Purchase Date;

            (3) the Purchase Amount (as such term is defined in Section 11.03(c)
      hereof);

            (4) the purchase price to be paid by the Company for each $1,000
      aggregate Principal amount of Securities accepted for payment (as
      specified pursuant to this Indenture) (the "Purchase Price")

            (5) that the Holder may tender all or any portion of the Securities
      registered in the name of such Holder

            (6) the instructions that Holders must follow in order to tender
      their Securities

            (7) that interest on any Security not tendered or tendered but not
      purchased by the Company pursuant to the Offer to Purchase will continue
      to accrue

            (8) that on the Purchase Date the Purchase Price will become due and
      payable upon each Security accepted for payment pursuant to the Offer to
      Purchase and that interest thereon shall cease to accrue on and after the
      Purchase Date

            (9) that each Holder electing to tender a Security pursuant to the
      Offer to Purchase will be required to surrender such Security at the place
      or places specified in the Offer prior to the close of business on the
      Expiration Date (such Security being, if the Company or the Trustee so
      requires, duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Trustee duly executed
      by, the Holder thereof or his attorney duly authorized in writing and
      bearing appropriate signature guarantees)

            (10) that each Holder will be entitled to withdraw all or any
      portion of the Securities tendered if the Company (or its Paying Agent)
      receives, not later than the close of business on the Expiration Date, a
      telegram, facsimile transmission or letter setting

                                       6
<PAGE>

      forth the name of the Holder, the Principal amount of the Security the
      Holder tendered, the certificate number of the Security the Holder
      tendered (if tendered by physical delivery) and a statement that such
      Holder is withdrawing all or a portion of such tender

            (11) that (a) if Securities with an aggregate Principal amount less
      than or equal to the Purchase Amount are duly tendered and not withdrawn
      pursuant to the Offer to Purchase, the Company shall purchase all such
      Securities and (b) if Securities with an aggregate Principal amount in
      excess of the Purchase Amount are tendered and not withdrawn pursuant to
      the Offer to Purchase, the Company shall purchase Securities having an
      aggregate Principal amount equal to the Purchase Amount on a pro rata
      basis

            (12) and that in the case of any Holder whose Security is purchased
      only in part the Company shall execute, and the Trustee shall authenticate
      and deliver to such Holder without service charge, a new Security or
      Securities, of any authorized denomination as requested by such Holder, in
      an aggregate Principal amount equal to and in exchange for the unpurchased
      portion of the Security so tendered.

      "Officer" of any corporation means the Chairman of the Board of Directors,
the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of such corporation.

      "Officers' Certificate" of any corporation means a certificate delivered
to the Trustee that complies with Section 12.05 and that is signed by two
Officers of such corporation.

      "Opinion of Counsel" means a written opinion that complies with Section
12.05 from legal counsel who is reasonably acceptable to the Trustee. Such legal
counsel may be an employee of or counsel to the Company or the Trustee. Legal
counsel who is an employee of the Company or its Affiliates shall be deemed to
be reasonably acceptable to the Trustee.

      "Paying Agent" has the meaning given such term in Section 2.03.

      "Payment Blockage Notice" has the meaning given such term in Section
10.03(a)(ii).

      "Permitted Junior Securities" means equity interests in the Company or
debt securities that are subordinated to all Senior Debt (and any debt
securities issued in exchange for Senior Debt) on terms substantially as
favorable to the Senior Debt as the Subordinated Debt is subordinated to Senior
Debt pursuant to the Indenture.

      "Person" means any individual, partnership, corporation, limited liability
company, venture, joint venture, unincorporated organization, joint-stock
company, trust or any government or agency or political subdivision thereof or
other entity of any kind.

      "PIK Notes" has the meaning given such term in Section 1 of the form of
Security attached hereto as Exhibit A.

      "Preliminary Consolidated Cash Flow" has the meaning given such term in
the definition of "Consolidated Cash Flow."

                                       7
<PAGE>

      "Principal" of a Security means the principal amount of the Security.

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

      "Purchase Amount" has the meaning given such term in Section 11.03(c).

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

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

      "Registrar" has the meaning given such term in Section 2.03.

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

      "Sale and Leaseback Transaction" means, with respect to any Person, any
direct or indirect arrangement pursuant to which Property is sold by such Person
or a Subsidiary of such Person and thereafter leased back from the purchaser
thereof by such Person or one of the Subsidiaries of such Person.

      "SEC" means the Securities and Exchange Commission, as from time to time
constituted, or any similar agency then having jurisdiction to enforce the
Securities Act.

      "Securities" has the meaning set forth in the first recital paragraph of
this Indenture.

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

      "Security Agreement" means the Security Agreement, dated as of the date
hereof, as the same may be amended, supplemented or otherwise modified from time
to time, the form of which is attached hereto as Exhibit B.

      "Senior Debt" means all present and future Obligations of the Company
under and in connection with one or more working capital loan facilities now or
hereafter in existence, including without limitation principal, interest
(including without limitation interest accruing after the commencement of a case
under the Bankruptcy Code, regardless of whether such interest is paid), fees,
costs and expenses (including without limitation fees, costs and expenses
incurred in enforcing the rights of the holders thereof) and all other amounts
payable in connection therewith, so long as such indebtedness does not
explicitly provide that it is on a parity with or subordinated in right of
payment to the Subordinated Debt, and any refinancing, refunding, renewal,
replacement or recreation thereof, provided, that in no event shall the
principal amount of such working capital loan facilities that shall be deemed to
be Senior Debit hereunder exceed $25,000,000 plus capitalized interest, costs,
fees and expenses.

                                       8
<PAGE>

      "Significant Subsidiary" means a "significant subsidiary" within the
meaning of Rule 405 of the Securities Act.

      "Stated Maturity" when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the Principal of such Security or such installment of
Interest is due and payable, without regard to any events which might cause the
acceleration of such date.

      "Subordinated Debt" means all present and future Obligations of the
Company to the Trustee and the Holders under and in connection with the
Securities, any PIK Notes issued thereunder, this Indenture and all related
agreements, instruments and documents, including without limitation principal,
interest, fees, costs and expenses.

      "Subordination Agreements" means, collectively (i) the Subordination
Agreement to be dated the date hereof by and among U.S. Bank National
Association, GECC, and the Trustee and (ii) the Subordination Agreement to be
dated the date hereof by and among the Trustee and Arnos Corp.

      "Subsidiary" means, with respect to any Person, (i) a corporation a
majority of whose Voting Securities is at the time directly or indirectly owned
or Controlled by such Person, by one or more Subsidiaries of such Person or by
such Person and one or more Subsidiaries thereof, or (ii) any other Person
(other than a corporation) in which such Person, one or more Subsidiaries
thereof or such Person and one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof has at least a majority
ownership interest with respect to voting in the election of directors or
trustees thereof (or such other Persons performing similar functions). For
purposes of this definition, any directors' qualifying shares shall be
disregarded in determining the ownership of a Subsidiary.

      "Surviving Entity" means the entity formed by or surviving any
consolidation or merger involving the Company or to which a transfer, sale,
assignment, conveyance or lease of all or substantially all of the Company's
Property is made.

      "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
execution of this Indenture, except as provided in Section 8.03.

      "Trust Officer", when used with respect to the Trustee, means any officer
assigned to and working in the Corporate Trust and Agency Group of the Trustee
(or any successor group) of the Trustee, including, without limitation, any vice
president, assistant vice president, assistant secretary, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by any of the above-designated officers who shall, in any case,
be responsible for the administration of this document or have familiarity with
it, and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred at the Corporate Trust Office
because of his or her knowledge of and familiarity with the particular subject.

      "Trustee" means the Person named as such in this Indenture until a
successor replaces such Person in accordance with the terms of this Indenture,
and thereafter means such successor.

                                       9
<PAGE>

      "U.S. Government Obligations" means (i) any direct obligation of, or
obligation 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 and which
is not callable at the issuer's option, and (ii) any depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or Principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
Principal of the U.S. Government Obligation evidenced by such depository
receipt.

      "Voting Securities" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof,
under ordinary circumstances and in the absence of contingencies, to vote for
members of the Board of Directors of such Person (or Persons performing
functions equivalent to those of such members)

      "Wholly Owned Subsidiary" of a Person means any Subsidiary of such Person
100% of the total Voting Securities of which, other than directors' qualifying
shares, is at the time owned by such Person and/or one or more Wholly Owned
Subsidiaries of such Person.

      "Working Capital Allowance" means $2 million less the aggregate Applicable
Working Capital Allowance taken into account for the calculation of Consolidated
Cash Flow for all previous periods for which Consolidated Cash Flow is
calculated for purposes of this Indenture.

SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

      "indenture securities" means the Securities;

      "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 the surviving
corporation, as the case may be, or any other obligor on the Securities.

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

                                       10
<PAGE>

SECTION 1.03. RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

            (1) a term defined in this Article 1 has the meaning in this
      Indenture assigned to it in this Article 1;

            (2) except as otherwise set forth in this Indenture, an accounting
      term not otherwise defined herein 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) provisions apply to successive events and transactions;

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

            (7) reference herein to any Article or Section refers to such
      Article or Section hereof.

                                   ARTICLE 2

                                 THE SECURITIES

SECTION 2.01. FORM AND DATING.

      The Securities shall be generally designated the Company's 8% Senior
Subordinated Secured Notes Due 2008. Their stated maturity shall be December 1,
2008 and they shall bear interest accruing from December 1, 2001 at the rate of
8% per annum payable at the times and in accordance with terms contained in the
Securities, until the Principal thereof is paid or duly provided for. The
Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, attached hereto, which is hereby
expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, usage or
agreements to which the Company is a party and such appropriate insertions,
omissions, substitutions and other variations as are permitted by this
Indenture. The Company shall furnish any such notations, legends or endorsements
to the Trustee in writing.

      Each Security shall be dated the date of its authentication.

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

                                       11
<PAGE>

SECTION 2.02. EXECUTION AND AUTHENTICATION; AGGREGATE PRINCIPAL AMOUNT.

      The Securities shall be signed for the Company by the Company's President
or a Vice President and shall be attested by the Company's Secretary or an
Assistant Secretary, in each case by manual or facsimile signature. The
Company's seal may be reproduced or imprinted on the Securities by facsimile or
otherwise.

      If a Person whose signature is on a Security no longer holds his office at
the time the Security is authenticated, the Security shall nevertheless be
valid.

      A Security shall not be valid until executed and issued by the Company and
authenticated by the manual signature of the Trustee. The signature of the
Trustee shall be conclusive evidence that the Security has been authenticated
under this Indenture.

      The Trustee shall authenticate Securities for original issue up to an
aggregate Principal amount of $60,000,000 upon a written order of the Company
signed by two Officers. The aggregate Principal amount of Securities outstanding
at any time may not exceed the amount of $60,000,000 except (i) for PIK Notes
and (ii) as provided in Section 2.07. The Securities shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof, except that (i) PIK Notes and (ii) Securities issued
in exchange for any of the Company's 10-1/4% Senior Notes due 2001 ("Exchange
Securities") may be issued in denominations less than $1,000 (such principal
amount, if less than $1,000, or, if such principal amount is greater than
$1,000, the difference between such principal amount and the highest integral
multiple of $1,000 which is less than such principal amount, being referred to
as a "Fractional Principal Amount"), which PIK Notes and Fractional Principal
Amount of Exchange Securities shall be issued in any whole dollar amount,
rounded to the nearest dollar.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities, which authenticating agent shall be compensated by
the Company. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so, except with
regard to the original issuance of the Securities. Except as provided in the
preceding sentence, each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

      The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. At all reasonable times, the Securities register shall be open to
inspection by the Trustee. The Company may appoint one or more co-Registrars and
one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent. The Company, any Subsidiary of the Company or any of
their respective Affiliates may act as Paying Agent, Registrar or co-Registrar.

                                       12
<PAGE>

      The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall implement the provisions of
this Indenture that relate to such Agent. The Company may change or add any
Paying Agent, Registrar or co-Registrar without notice to any Holder, but only
upon notice given to the Trustee of such change or addition and of the address
of any Agent not a party to this Indenture. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such.

      The Company initially appoints the Trustee as Registrar and Paying Agent.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

      The Company shall require each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree that such Paying Agent will:

      (a) hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of Principal of or interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities) until such sums shall be paid to Holders or otherwise
disposed of as herein provided;

      (b) give the Trustee notice of any Default by the Company (or any other
obligor on the Securities) in making any such payment; and

      (c) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent and account for any funds disbursed. If the Company,
any Subsidiary of the Company or any of their respective Affiliates acts as
Paying Agent, it shall segregate the money and hold it as a separate trust fund
for the benefit of Holders. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee.

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
Holders. If the Trustee is not the Registrar, the Company and each other obligor
on the Securities shall furnish to the Trustee not less than ten Business Days
before each interest payment date and at such other times as the Trustee may
request in writing all information in the possession or control of the Company
or any Paying Agent as to the names and addresses of Holders, in such form and
as of such date as the Trustee may reasonably require. The Trustee and the
Registrar may rely on the accuracy of such list as the same may be amended from
time to time.

SECTION 2.06. TRANSFER AND EXCHANGE.

      Securities may be transferred or exchanged only on the Securities register
maintained pursuant to Section 2.03. Prior to due presentment of a Security for
registration of transfer, the Holder of any Securities, as shown on such
Securities register, shall be deemed the absolute owner thereof for all
purposes, and none of the Company, the Trustee, or any agent of the

                                       13
<PAGE>

Company or the Trustee shall be affected by any notice to the contrary, and
payment of or on account of the Principal or interest with respect to such
Securities shall be made only to or in accordance with the written order of such
Holder or of his attorney duly authorized in writing. All such payments shall
satisfy and discharge the liabilities upon such Securities to the extent of the
amounts so paid.

      When Securities are presented to the Registrar or a co-Registrar with a
request to register a transfer or make an exchange for an equal Principal amount
of Securities of other denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange if its requirements therefor are met;
provided, that every Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in a form satisfactory to the Registrar and the Trustee
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registrations of transfer and exchanges, the Company shall execute and
issue and the Trustee shall authenticate Securities at the Registrar's request.
No service charge to the Holder shall be made for any registration of transfer
or exchange, but the Company may require from the transferring or exchanging
Holder payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charges payable upon exchanges pursuant
to Sections 2.10, 8.05 or 9.06 hereof).

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

      The Company shall not be required to and, without the prior written
consent of the Company, the Registrar shall not be required to, register the
transfer or exchange of (i) any Securities selected for redemption under Section
9.02 hereof and (ii) any Securities during a period commencing 15 days prior to
the date of any selection of Securities for redemption under Section 9.02 and
ending at the close of business on such date of selection.

SECTION 2.07. REPLACEMENT SECURITIES.

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding. If the Company and the Trustee receive evidence
to their satisfaction that a Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security if the Company's and the Trustee's requirements are met and in the
absence of notice to the Company or the Trustee that the Security has been
acquired by a protected purchaser. If required by the Trustee or the Company,
such Holder shall provide an indemnity bond sufficient in the judgment of both
the Company and the Trustee to protect the Company, the Trustee, any Agent or
any authenticating agent from any loss which any of them may suffer if a
Security is replaced. The Company may charge the Holder who obtains a
replacement Security pursuant to this Section 2.07 for the Company's and the
Trustee's expenses in replacing such Security.

      Every replacement Security issued pursuant to the provisions of this
Section 2.07 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional

                                       14
<PAGE>

contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies against
the Company and the Trustee with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.

SECTION 2.08. OUTSTANDING SECURITIES.

      The Securities outstanding at any time are all the Securities executed on
behalf of the Company and authenticated by the Trustee except for those
cancelled by the Trustee, those delivered to the Trustee for cancellation and
those described in this Section as not outstanding.

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

      If Securities are considered paid under Section 3.01, they cease to be
outstanding and interest on them ceases to accrue.

      Except as and to the extent provided in Section 2.09, a Security does not
cease to be outstanding because the Company, any of its Subsidiaries or any of
their respective Affiliates holds the Security.

SECTION 2.09. TREASURY SECURITIES.

      Notwithstanding anything to the contrary set forth in Section 316(a) of
the TIA (the provisions of which are hereby excluded), (i) in determining
whether the Holders of the required Principal amount of Securities have
concurred in any request, demand, authorization, notice, direction, amendment,
supplement, waiver or consent, Securities owned of record or beneficially by the
Company or any Subsidiary of the Company or any other obligor on the Securities
shall be considered as though they are not outstanding (but the Securities owned
of record or beneficially by any other Affiliates shall be deemed outstanding
for all purposes under this Indenture) and (ii) in determining whether the
Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, amendment, supplement, waiver or consent, only
Securities owned by the Company, its Subsidiaries or any other obligor on the
Securities which the Trustee knows are so owned shall be considered as though
they are not outstanding. The Trustee may require an Officers' Certificate
listing the Securities owned by the Company and, to the Company's knowledge, its
Affiliates.

SECTION 2.10. TEMPORARY SECURITIES.

      Until definitive Securities are ready for delivery, the Company may
execute and issue, and the Trustee shall authenticate upon written order of the
Company signed by two Officers, temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company and the Trustee consider appropriate for temporary Securities.
Without unreasonable delay, the Company shall execute and issue, and the Trustee
shall authenticate, definitive Securities in exchange for temporary Securities.
Until such

                                       15
<PAGE>

exchange, such temporary Securities shall be entitled to the same rights,
benefits and privileges as the definitive Securities.

SECTION 2.11. CANCELLATION.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and the
Trustee shall destroy cancelled Securities in accordance with its customary
procedures and deliver a certificate of such destruction to the Company. Subject
to Section 2.07, the Company may not issue new Securities to replace Securities
that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. OVERDUE INTEREST.

      If the Company fails to make a payment of interest (whether payable in
cash or by the issuance of PIK Notes) on the Securities when due by the terms
thereof, it shall pay interest on such overdue installments of interest
thereafter in any lawful manner to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Securities and in
Section 3.01. The Company shall fix such special record date and special payment
date after consultation with and notice to the Trustee. At least 15 days before
the special record date, the Company shall give Holders notice that states the
special record date, related payment date and amount of such interest to be
paid.

SECTION 2.13. CUSIP NUMBER.

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

                                    ARTICLE 3

                                    COVENANTS

SECTION 3.01. PAYMENT OF SECURITIES.

         The Company shall punctually pay, or cause to be paid, the Principal of
and interest on the Securities on the dates and in the manner provided herein
and in the Securities. An installment of Principal (including any redemption of
Securities pursuant to Section 9.01 hereof and paragraph 6 of the Securities) or
interest shall be considered paid on the date due if either (i) the Trustee or
Paying Agent holds on that date money in accordance with this Indenture
designated in trust for and sufficient to pay such installment and is not
prohibited from paying such money to the Holders pursuant to the terms of this
Indenture or (ii) the Company issues PIK Notes in accordance with paragraph 1 of
the Securities.

                                       16
<PAGE>

      The Company shall pay interest on overdue Principal at the same rate per
annum borne by the Securities. The Company shall pay interest on overdue
installments of interest at the same rate per annum borne by the Securities, to
the extent lawful.

SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY.

      The Company shall give prompt notice to the Trustee of the location, and
any change in the location, of the office or agency of the Registrar or Paying
Agent. If at any time the Company fails to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 12.02.

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

      The Company hereby initially designates the Office of the Trustee's agent
located c/o The Depository Trust Company, TADS Department, 1st Floor, 55 Water
Street, New York, New York 10041, as the office of the Company to be maintained
in accordance with Section 2.03.

SECTION 3.03. SEC REPORTS.

      The Company shall file with the Trustee within 15 days after it files them
with the SEC copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company files with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The Company and any other
obligor on the Securities also shall comply with the other provisions of TIA
Section 314 (a).

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

SECTION 3.04. CONTINUED EXISTENCE AND RIGHTS.

      Subject to Article 4, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate existence of each of its Subsidiaries in accordance with their
respective organizational documents and the material rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, that neither the Company nor any of its Subsidiaries shall be required
to preserve any such right or franchise or its corporate existence if the
Company determines that the loss thereof is not and will not be adverse in any
material respect to the Holders.

                                       17
<PAGE>

SECTION 3.05. MAINTENACE OF PROPERTY; INSURANCE.

      (a) The Company shall, and shall cause each of its Subsidiaries to,
maintain its Property in good working order and condition and make all necessary
repairs, renewals, replacements, additions, betterments and improvements thereto
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, that nothing in this Section
3.05 shall prevent the Company or any of its Subsidiaries from discontinuing the
operation and maintenance of any of its Property if, in the judgment of the
Company or the Subsidiary, as the case may be, such discontinuance is desirable
in the conduct of its business and not disadvantageous in any material respect
to the Holders; provided, further, that nothing in this Section 3.05 shall
prevent the Company or any of its Subsidiaries from discontinuing or disposing
of any of its Property to the extent otherwise permitted by this Indenture.

      (b) The Company shall insure and keep insured, and shall cause each
Subsidiary to insure and keep insured, with financially sound and reputable
insurers, so much of their respective Property and in such amounts as is usually
and customarily insured by companies engaged in similar businesses with respect
to Property of a similar character.

SECTION 3.06. TAXES AND CLAIMS.

      The Company shall, and shall cause each of its Subsidiaries to, pay and
discharge, as the same may become due and payable, all federal, state, local and
foreign taxes, assessments, fees and other governmental charges or levies
against it or on any of their respective Property, as well as claims of any kind
which, if unpaid, might become a material Lien upon any of their respective
Property and shall pay (before they become delinquent) all other obligations and
liabilities; provided, however, that the foregoing shall not require the Company
or any Subsidiary to pay or discharge any such tax, assessment, fee, charge,
levy or Lien so long as it shall be diligently contesting the validity thereof
in good faith by appropriate proceedings and shall have set aside on its books
adequate reserves in accordance with GAAP with respect thereto.

SECTION 3.07. COMPLIANCE CERTIFICATE.

      The Company shall deliver to the Trustee, within 105 days after the end of
each of the Company's fiscal years, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Persons
with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Person signing such certificate, that to the best of his knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he may have knowledge) and that to the best of his
knowledge no event has occurred and remains in existence by reason of which
payments on account of the Principal of or interest on the Securities are
prohibited.

                                       18
<PAGE>

      No later than 15 days preceding each of the Interest Payment Dates of
March 31, 2006, June 15, 2006, September 15, 2006, December 15, 2006 and March
31, 2007, the Company shall deliver to the Trustee (i) an Officers' Certificate
stating (x) the Consolidated Cash Flow for the months ended such Interest
Payment Date, (y) whether the interest payable as of such Interest Payment Date
will be paid in cash or by issuance of PIK Notes in accordance with Section 1 of
the Securities, and, (z) in the event the Company will be issuing PIK Notes, the
aggregate Principal amount of such PIK Notes and the amount of cash to be paid
with respect to interest payable as of such Interest Payment Date.

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of (i) any Default or
Event of Default or (ii) any default or event of default under the Lease
Agreement referred to in clause (4) of Section 5.01(a), an Officers' Certificate
specifying such Default, Event of Default, default or event of default. The
fiscal year of the Company ends on December 31 in each year and the Company
shall give notice to the Trustee promptly upon any change in such fiscal year.

                                    ARTICLE 4

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 4.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

      The Company shall not (a) consolidate with or merge with or into any other
Person or permit any other Person to consolidate with or merge with or into the
Company or (b) directly or indirectly transfer, convey, sell, lease or otherwise
dispose of all or substantially all of its Property, in a single transaction or
in a series of related transactions, unless, in any such case:

      (1)   (A) the Company is the continuing corporation in the case of a
            merger or (B) the Surviving Entity is a corporation, a limited
            liability company or partnership organized under the laws of the
            United States, any state thereof or the District of Columbia and
            expressly assumes by supplemental indenture all of the obligations
            of the Company under the Indenture and the Securities;

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

      (3)   the Trustee shall have received an Officers' Certificate and/or an
            Opinion of Counsel reasonably acceptable to the Trustee to the
            effect that the merger, consolidation, sale or other transaction
            complies with each provision of this Section 4.01.

Notwithstanding the foregoing paragraph, this Section 4.01 shall not prohibit a
transaction the sole purpose of which (as determined in good faith by the Board
of Directors of the Company) is to change the state of incorporation of the
Company.

                                       19
<PAGE>

SECTION 4.02. SUCCESSOR SUBSTITUTED.

      Upon any consolidation of the Company with, or merger of the Company with
or into, any other Person or any conveyance, transfer or lease of the Property
of the Company substantially as an entirety in accordance with Section 4.01, the
Surviving Entity shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

SECTION 5.01. EVENTS OF DEFAULT; NOTICE OF DEFAULT.

      (a) An "Event of Default" occurs if:

            (1) the Company defaults in the payment of interest on any Security
      when the same becomes due and payable and the Default continues for a
      period of 30 days;

            (2) the Company defaults in the payment of the Principal of any
      Security when the same becomes due and payable at maturity, upon
      redemption, upon acceleration or otherwise;

            (3) the Company fails to observe or perform any other covenant,
      condition or agreement on the part of the Company to be observed or
      performed pursuant to the terms of this Indenture or the Securities (other
      than a default in the performance, or breach, of a covenant, warranty or
      agreement which is specifically dealt with elsewhere in this Section), and
      the Default continues for the period and after the notice specified in
      paragraph (b) below;

            (4) there shall be an Event of Default (as defined in the Lease
      Agreement) under the Lease Agreement, as a result of which the Lessor (as
      defined in the Lease Agreement), by notice to the Lessee (as defined in
      the Lease Agreement) rescinds or terminates the Lease Agreement pursuant
      to Section 18.01(a) of the Lease Agreement;

            (5) the Company or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case or proceeding for any other
            relief;

                  (ii) consents by answer or otherwise to the commencement
            against it of an involuntary case or proceeding;

                  (iii) seeks or consents to the appointment of a Custodian of
            it or for all or substantially all of its Property;

                                       20
<PAGE>

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

                        (v) admits in writing that it generally is unable to pay
                  its debts as the same become due.

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

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

                        (ii) appoints a Custodian of the Company or any
                  Significant Subsidiary of the Company or for all or
                  substantially all of its respective Property; or

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

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

                  (7) one or more judgments or orders are rendered against the
            Company or one or more of its Subsidiaries in an amount in excess of
            $10,000,000 and has not been discharged and there is any period of
            60 consecutive days during which a stay of enforcement of such
            judgment or order, by reason of a pending appeal or otherwise, shall
            not be in effect; or

                  (8) the Company breaches any material representations,
            warranty or agreement set forth in the Security Agreement or the
            Security Agreement shall be held in any judicial proceeding to be
            unenforceable or invalid or shall cease for any reason to be in full
            force and effect, and the Default continues for the period and after
            the notice specified in paragraph (b) below.

            (b) A continuing Default under clause (a)(3) or (a)(8) above is not
an Event of Default unless and until the Trustee gives notice to the Company, or
the Holders of at least 25% in aggregate Principal amount of the then
outstanding Securities give notice to the Company and the Trustee, of the
Default and the Company does not cure the Default within 30 days after receipt
of such notice. Any notice of Default must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default" under the terms
of this Indenture. Such notice shall be given by the Trustee if so requested in
writing by the Holders of at least 25% in aggregate Principal amount of the then
outstanding Securities. When a Default under clause (a)(3) or (a)(8) above is
cured within such 30-day period, it ceases to exist.

SECTION 5.02. ACCELERATION.

      If an Event of Default (other than an Event of Default with respect to the
Company specified in clauses (a)(5) and (a)(6) of Section 5.01) occurs and is
continuing, (i) the Trustee may, by written notice given to the Company, or (ii)
the Holders of at least 25% in aggregate Principal amount of the then
outstanding Securities may, by written notice given to the Company

                                       21
<PAGE>

and the Trustee, or (iii) the Trustee shall, upon the written request of Holders
of at least 25% in aggregate Principal amount of the then outstanding Securities
and by written notice given by the Trustee as described in clause (i) above,
declare all unpaid Principal of and all accrued and unpaid interest on all the
Securities then outstanding to be due and payable. Upon such declaration of
acceleration, such Principal and accrued interest shall be due and payable
immediately in cash without any presentment, demand, protest or notice to the
Company, all of which the Company expressly waives.

      If an Event of Default specified in clauses (a)(5) or (a)(6) of Section
5.01 occurs with respect to the Company, all unpaid Principal and accrued and
unpaid interest on the Securities then outstanding shall ipso facto become and
be immediately due and payable in cash without any declaration or other act on
the part of the Trustee or any Holder.

      Before a judgment or decree for payment of the money due has been obtained
by the Trustee, the Holders of a majority in aggregate Principal amount of the
then outstanding Securities by written notice to the Trustee may rescind an
acceleration and its consequences if (i) the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction, (ii) all existing
Defaults and Events of Default have been cured or waived except nonpayment of
Principal or interest on the Securities that has become due solely because of
the acceleration, and (iii) overdue interest and, to the extent the payment of
such interest is lawful, interest on overdue installments of interest and
overdue Principal, which has become due otherwise than by such declaration of
acceleration, has been paid.

SECTION 5.03. OTHER REMEDIES.

      Notwithstanding any other provision in this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
an action at law, suit in equity or other appropriate proceeding to collect the
payment of Principal of and/or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture, including
taking any actions permitted under the Security Agreement.

      The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default or a Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in such Event of Default or Default. All
available remedies are cumulative to the extent permitted by law.

SECTION 5.04. WAIVER OF DEFAULTS.

      Notwithstanding anything to the contrary set forth in Section 316(a) of
the TIA (the provisions of which are hereby excluded), and subject to Sections
5.07 and 8.02, holders of not less than a majority in aggregate Principal amount
of the then outstanding Securities by notice to the Trustee may, on behalf of
the Holders of all of the Securities then outstanding, waive any existing
Default or Event of Default and its consequences except a continuing Default or
Event of Default in the payment of Principal or interest on any Security. When a
Default or Event of Default is so waived, it is deemed cured and it ceases to
exist, but no such waiver shall extend to any subsequent Default or Event of
Default or impair any right consequent thereon.

                                       22
<PAGE>

SECTION 5.05. CONTROL BY MAJORITY.

      Notwithstanding anything to the contrary set forth in Section 316(a) of
the TIA (the provisions of which are hereby excluded), holders of a majority in
aggregate Principal amount of the then outstanding Securities, by notice given
to the Trustee, may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or would subject the Trustee to
personal liability, unless it has obtained appropriate indemnity. The Trustee
may take any other action deemed proper by the Trustee and that is not
inconsistent with such direction.

SECTION 5.06. LIMITATION ON SUITS.

      Except as provided in Section 5.07, a Holder may not pursue any remedy
with respect to this Indenture or the Securities unless:

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

            (2) Holders of at least 25% in aggregate Principal amount of the
      then outstanding Securities make a request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

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

            (5) prior to or during such 60-day period, the Holders of a majority
      in aggregate Principal amount of the then outstanding Securities do not
      give the Trustee a direction 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 another Holder.

SECTION 5.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

      The right of any Holder to receive payment of Principal of and interest on
any Security, on or after the respective due dates expressed in such Security,
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 5.08. COLLECTION SUIT BY TRUSTEE.

      If an Event of Default specified in clause (a)(1) or (a)(2) of Section
5.01 occurs and is continuing, the Company will, upon demand of the Trustee, pay
to the Trustee for the benefit of the Holders, the whole amount then due and
payable on the Securities for Principal and interest, and interest on any
overdue Principal and, to the extent that payment of such interest shall be

                                       23
<PAGE>

legally enforceable, upon any overdue installment of interest, at the rate borne
by the Securities, and in addition thereto, such further amount as shall be
sufficient to cover the reasonable out-of-pocket costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

      If the Company fails to pay such amounts forthwith upon such demand, in
accordance with the preceding paragraph, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor on the Securities for the whole amount of Principal and accrued interest
remaining unpaid on the Securities, together with, to the extent that payment of
such interest is lawful, interest on overdue Principal and interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities, and such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 5.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

      In the case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (or any other obligor upon the
Securities), the Securities or the Property of the Company, the Trustee
(irrespective of whether the Principal of the Securities shall then be due and
payable as therein expressed or by acceleration or otherwise, and irrespective
of whether the Trustee shall have made any demand on the Company or any other
obligor on the Securities for the payment of overdue Principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to file and prove a claim for the whole amount of Principal and
interest owing and unpaid in respect of the Securities, to file such other
papers or documents and to participate as a member, voting or otherwise, of any
committee of creditors, 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
of the Holders allowed in such judicial proceeding.

      The Trustee is entitled and empowered to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same, and any receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments, directly to the Holders and to pay
to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

      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 Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding, except that the
Trustee shall be permitted to participate as a member of any committee of
creditors (as set forth in the first paragraph of this Section 5.09).

                                       24
<PAGE>

SECTION 5.10. PRIORITIES.

      If the Trustee collects any money or property pursuant to this Article 5,
it shall pay out the money in the following order:

            (1) First, to the Trustee for amounts due under Section 6.07;

            (2) Second, to holders of Senior Debt to the extent required by
      Article 10;

            (3) Third, to Holders for amounts due and unpaid on the Securities
      for Principal and interest, ratably, without preference or priority of any
      kind, according to the amounts due and payable on the Securities for
      Principal and interest, respectively; and

            (4) Fourth, to the Company.

      The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.10.

SECTION 5.11. UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted to
be taken by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and disbursements, 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 5.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 5.07, or a suit by Holders of
more than 10% in aggregate principal amount of the then outstanding Securities.

                                    ARTICLE 6

                                     TRUSTEE

SECTION 6.01. DUTIES OF TRUSTEE.

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

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

            (1) the Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others and no implied covenants or
      obligations shall be read into this Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein,

                                       25
<PAGE>

      upon certificates or opinions furnished to the Trustee and conforming to
      the requirements of this Indenture. The Trustee, however, shall examine
      the certificates and opinions to determine whether or not they conform to
      the requirements of this Indenture but need not verify the accuracy of the
      contents thereof.

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

            (1) this paragraph shall not limit the effect of paragraph (b) of
      this Section nor of TIA Section 315(a);

            (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 5.05.

      (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this Section.

      (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

      (g) No provision of this Indenture shall require the Trustee to expend or
risk any of its own funds or incur any liability other than as expressly assumed
by the Trustee hereunder unless it receives indemnity satisfactory to it against
loss, liability, cost or expense.

      (h) Except as otherwise set forth in Article 7, the Trustee or a Paying
Agent shall, after deduction of amounts due to it, promptly pay any money
received by it to the Holders of the Securities pursuant to the terms of this
Indenture.

SECTION 6.02. RIGHTS OF TRUSTEE.

      (a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document. The Trustee may
conclusively rely as to the identity and addresses of Holders and other matters
contained therein on the register of the Securities maintained by the Registrar
pursuant to Section 2.03 and shall not be affected by notice to the contrary.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and an Opinion of Counsel and may make such other
investigation as it deems

                                       26
<PAGE>

appropriate. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on any Officers' Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its own choosing and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted to be taken by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

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

      (e) 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.

SECTION 6.03. INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. The Trustee, however, is
subject to Sections 6.10 and 6.11.

SECTION 6.04. TRUSTEE'S DISCLAIMER.

      The Trustee makes no representation as to the legality, validity or
adequacy of this Indenture or the Securities, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement in the Securities
other than its authentication or for any statement of the Company in this
Indenture.

SECTION 6.05. NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall give each Holder notice of the Default
or Event of Default within 90 days after it occurs, (or after the Trustee
acquires knowledge thereof) unless such Default or Event of Default shall have
been cured or waived. Except in the case of a Default or Event of Default in
payment on any Security, the Trustee may withhold notice if and for so long as
its Board of Directors, executive committee or a trust committee of its
directors and/or Trust Officers in good faith determines that withholding the
notice is in the interests of Holders. The notices provided for in this Section
6.05 shall be given in the manner and to the extent provided in TIA Section
313(c).

                                       27
<PAGE>

SECTION 6.06. REPORTS BY TRUSTEE TO HOLDERS.

      Within 60 days after each April 3 following the date of this Indenture,
the Trustee shall mail to Holders and the Company a brief report dated as of
such date that complies with TIA Section 313(a); provided, however, that if no
event described in TIA Section 313(a) has occurred within the previous 12 months
then no report need be transmitted. The Trustee shall also comply with TIA
Section 313(b)(2) and transmit all reports required by TIA Section 313(c).

      A copy of each such report shall be filed, at the time of its mailing to
Holders, with the SEC and each stock exchange, if any, on which the Securities
are listed. The Company shall notify the Trustee when the Securities are listed
on any stock exchange or any delisting thereof.

SECTION 6.07. COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation relating to the trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by it in the
performance of its rights and obligations hereunder. Such expenses shall include
the reasonable compensation, disbursements and out-of-pocket expenses of the
Trustee's agents, accountants, experts and counsel. Such expenses shall also
include any taxes or other reasonable costs incurred by any trust created under
Section 7.01.

      The Company shall indemnify the Trustee for, and hold it harmless against,
any loss or liability or expense incurred by it in connection with the
administration of this trust (including any duties pursuant to Section 7.01
hereof) and its duties hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through gross
negligence or bad faith or as a result of settlement without the Company's
consent.

      To secure the Company's payment obligations in this Section 6.07, the
Trustee shall have a Lien prior to the Securities on all money or Property held
or collected by the Trustee, except money or Property held in trust to pay
Principal of or interest on particular Securities. Such Lien shall survive the
satisfaction and discharge of this Indenture.

      The Company's obligations under this Section 6.07 and any Lien arising
hereunder shall survive the resignation or removal of any Trustee, the discharge
of the Company's obligations pursuant to Article 7 and/or the termination of
this Indenture.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(a)(5) or (6), such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

                                       28
<PAGE>

SECTION 6.08. REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 6.08. The Trustee may resign at any
time. The Holders of a majority in aggregate Principal amount of the then
outstanding Securities may remove the Trustee by so notifying the Trustee and
the Company. If:

            (1) the Trustee fails or ceases to comply with Section 6.10 after
      written request by the Company or any Holder who has been a bona fide
      holder of a Security for at least six months;

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

            (3) a Custodian or public officer takes charge of the Trustee or its
      Property; or

            (4) the Trustee becomes incapable of acting,

then, in any such case, (i) the Company, by resolution of the Board of
Directors, may remove the Trustee, or (ii) subject to TIA Section 315(e), a
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate Principal amount of the then outstanding Securities
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

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

      The Company shall give notice to the Holders of each removal or
resignation of a Trustee and appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately thereafter, subject to
the Lien provided in Section 6.07, the retiring Trustee shall transfer all
Property held by it as Trustee to the successor Trustee, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all of the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall give a notice of its succession to
each Holder.

                                       29
<PAGE>

      Notwithstanding the replacement of the Trustee pursuant to this Section
6.08, the Company's obligations under Section 6.07 hereof shall continue for the
benefit of the retiring Trustee in connection with its rights and duties
hereunder prior to such replacement.

      No successor Trustee shall accept its appointment unless it shall be
qualified and eligible under this Article 6.

SECTION 6.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee if
such successor corporation complies with Section 6.10.

SECTION 6.10. ELIGIBILITY; DISQUALIFICATIONS.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1). The Trustee shall always have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee is subject to 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. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee.

SECTION 6.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                    ARTICLE 7

                             DISCHARGE OF INDENTURE

SECTION 7.01. TERMINATION OF COMPANY'S OBLIGATIONS.

      (a) The Company may terminate, and shall be Discharged from, all its
obligations under the Securities and this Indenture (except those obligations of
the Company referred to in Sections 6.07, 7.03 and 7.04, which shall survive)
when all Securities previously authenticated and delivered (other than
mutilated, destroyed, lost or stolen Securities which have been replaced or paid
or Securities for whose payment money or securities have theretofore been held
in trust and thereafter repaid to the Company, as provided in Section 7.03) have
been delivered to the Trustee for cancellation and the Company has paid all sums
payable by it under the Securities.

      (b) In addition, at the Company's option, either (i) the Company shall be
deemed to have been Discharged from its obligations with respect to the
Securities on the 91st day after the

                                       30
<PAGE>

applicable conditions set forth below have been satisfied or (ii) the Company
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Sections 3.03, 3.04, 3.05, 3.06, 3.07, Article 4 and
Section 11.03, and, in the case of either clause (i) or (ii) above, the Lien on
any Collateral securing obligations under the Securities shall be released and
the Security Agreement shall no longer secure obligations under the Securities
or this Indenture, at any time after the applicable conditions set forth below
have been satisfied:

            (1) the Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders (A)
      United States Dollars in an amount, or (B) U.S. Government Obligations
      which through the payment of interest (without consideration of any
      reinvestment of such interest) and Principal in respect thereof in
      accordance with their terms will provide, not later than one Business Day
      before the due date of any payment, money in an amount, or (C) a
      combination of (A) and (B), sufficient to pay and discharge through
      maturity or redemption, as the case may be, each installment of Principal
      of, and interest on, the outstanding Securities on the dates such
      installments of interest or Principal are due;

            (2) no Event of Default with respect to this Indenture or the
      Securities shall have occurred and be continuing on the date of such
      deposit or shall occur as a result of such deposit and such deposit (or,
      insofar as Section 5.01(a)(5) and Section 5.01(a)(6) of this Indenture are
      concerned, at any time during the period ending on the 91st day after the
      date of deposit, it being understood that this condition shall not be
      deemed satisfied until the expiration of such period) will not result in a
      breach or violation of, or constitute a default under, any other
      instrument to which the Company is a party or by which it is bound;

            (3) in the event of a Discharge pursuant to this Article 7, the
      Company shall have delivered to the Trustee an Opinion of Counsel to the
      effect that after the passage of days after the deposit, the trust funds
      will not be subject to the effect of any applicable Bankruptcy Laws;

            (4) the Company shall have paid or duly provided for the payment of
      all amounts which are then, or which in the reasonable judgment of the
      Trustee may become, due to the Trustee pursuant to Section 6.07 hereof;
      and

            (5) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for herein relating to the satisfaction and discharge
      of this Indenture have been complied with.

      (c) After any such irrevocable deposit and after satisfaction of all the
conditions of this Section 7.01, the Trustee, upon the Company's request, shall
acknowledge in writing that the Company has been Discharged or is no longer
subject to the terms, provisions or conditions of the Sections of this Indenture
specified in clause (b)(ii) above, as the case may be. The Trustee shall not be
responsible for any calculations made by the Company in connection with the
deposit of funds pursuant to clause (b)(1) of this Section 7.01.

                                       31
<PAGE>

SECTION 7.02. APPLICATION OF TRUST MONEY.

      The Trustee shall hold in trust all money and U.S. Government Obligations
deposited with it pursuant to Section 7.01, and shall apply the deposited money
and the money from U.S. Government Obligations through the Paying Agent (who
shall hold the same in trust) and in accordance with this Indenture to the
payment of Principal of and interest on the Securities. Cash and securities so
held will not be subject to Article 10 hereof.

SECTION 7.03. REPAYMENT TO COMPANY.

      Subject to applicable laws relating to the escheat of deposits, the
Trustee and the Paying Agent shall promptly pay to the Company upon written
request any excess money or U.S. Government Obligations held by them at any
time.

      Subject to applicable laws relating to the escheat of deposits, the
Trustee and the Paying Agent shall pay to the Company upon written request any
money held by them for the payment of Principal or interest on Securities that
remains unclaimed for two years after the date upon which such payment shall
have come due; provided, however, that the Trustee or such Paying Agent shall,
upon the written request and at the expense of the Company, cause to be
published once in a newspaper of general circulation in The City of New York or
mailed to each Holder entitled to such money, notice that such money remains
unclaimed and that, after a date specified therein, which date shall not be less
than 30 days from the date of such publication or mailing, any unclaimed balance
of such money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person.

SECTION 7.04. REINSTATEMENT.

      If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Sections 7.01 and 7.02 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 obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 7.01 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
7.01; provided, however, that if the Company has made any payment of interest on
or Principal of any Securities because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

                                       32
<PAGE>

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. WITHOUT CONSENT OF HOLDERS.

      The Company (when duly authorized by a resolution of its Board of
Directors), and the Trustee may amend or supplement this Indenture, the Security
Agreement or the Securities for the benefit of the Holders without notice to or
consent of any Holder:

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

            (2) to comply with Article 4;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

            (4) to make any change that does not materially adversely affect the
      legal rights hereunder of any Holder;

            (5) to comply with the requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA, as
      contemplated by Section 12.01 or otherwise; or

            (6) to evidence the acceptance of appointment by a successor
      Trustee.

      After an amendment under this Section becomes effective, the Company shall
give Holders a notice briefly describing the amendment.

SECTION 8.02. WITH CONSENT OF HOLDERS.

      Subject to Section 5.07, upon the request of the Company (by a resolution
of its Board of Directors authorizing the execution thereof) together with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Securities (by written consent(s) of said Holders delivered
to the Trustee), the Trustee shall amend this Indenture, the Security Agreement
or the Securities. Subject to Sections 5.04 and 5.07, the Holders of a majority
in aggregate Principal amount of the Securities then outstanding by notice to
the Trustee may waive future compliance in a particular instance by the Company
with any provision of this Indenture, the Security Agreement or the Securities.

      Notwithstanding the provisions of this Section 8.02, without the written
consent of each Holder affected thereby (or in the case of clause (7) below, the
Holders of 66 2/3% in aggregate Principal amount of the Securities then
outstanding), an amendment or waiver, including a waiver pursuant to Section
5.04, may not:

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

                                       33
<PAGE>

            (2) reduce the rate of or change the time for payment (including
      waivers of Defaults in the payment of interest) or the manner of payment
      of interest on any Security;

            (3) reduce the Principal of or change the fixed maturity of any
      Security, or change the date on which any Security may be subject to
      redemption or reduce the Redemption Price therefor;

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

            (5) make any change in Sections 5.04 or 5.07 or in this paragraph of
      Section 8.02 (other than clause (7) hereof);

            (6) waive a Default in the payment of the Principal of or redemption
      payment under any Security; or

            (7) amend or waive the provisions of clause (g)(i) of Section 11.03.

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

      After an amendment or waiver under this Section 8.02 becomes effective,
the Company shall give to all Holders affected thereby and to the Trustee a
notice briefly describing the amendment or waiver. Any failure by the Company to
give such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture. Upon the request of
the Company accompanied by a copy of a resolution of the Board of Directors of
the Company authorizing the execution of any such supplemental indenture and
upon the filing with the Trustee of evidence of the consent of the Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture.

SECTION 8.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURES.

      Until an amendment or a waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                                       34
<PAGE>

SECTION 8.05. NOTATION ON OR EXCHANGE OF SECURITIES.

      Upon the Company's request, the Trustee shall place an appropriate
notation (to be provided by the Company) about an amendment or waiver on any
Security thereafter authenticated. The Company in exchange for all Securities
may execute and issue and the Trustee shall authenticate new Securities that
reflect the amendment or waiver.

SECTION 8.06. TRUSTEE PROTECTED.

      The Trustee shall sign all amendments, supplemental indentures and
waivers, except that the Trustee need not sign any supplemental indenture that
adversely affects its individual rights. In signing or refusing to sign such
amendment, supplemental indenture or waiver, the Trustee shall be entitled to
receive and, subject to Section 6.01, shall be fully protected in relying upon
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
such amendment, supplemental indenture or waiver is authorized or permitted by
this Indenture that all conditions precedent to the execution thereof have been
met.

SECTION 8.07. RECORD DATE.

      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 supplemental
indenture, agreement or instrument or any waiver or any other action by vote or
consent authorized or permitted under this Indenture, and shall promptly notify
the Trustee of any such record date. If a record date is fixed, those Persons
who were Holders at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to vote or consent to such supplemental
indenture, agreement or instrument or waiver or such other action or to revoke
any vote or consent previously given, whether or not such Persons continue to be
Holders after such record date.

                                    ARTICLE 9

                                   REDEMPTIONS

SECTION 9.01. OPTIONAL REDEMPTION; NOTICE TO TRUSTEE.

      The Company may redeem all or any portion of the Securities at any time at
a Redemption Price equal to the Principal amount thereof, plus accrued and
unpaid interest to the Redemption Date.

      If the Company elects to redeem Securities pursuant to this Section 9.01
and paragraph 6 of the Securities, it shall give the Trustee written notice, as
set forth below, of the Redemption Date and the principal amount of Securities
to be redeemed.

      The Company shall give notice to the Trustee by an Officers' Certificate
certifying resolutions of its Board of Directors authorizing the redemption and
that such redemption is being made in accordance with this Indenture and the
Securities. The Company shall give such notice at least 45 days but not more
than 60 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee).

                                       35
<PAGE>

SECTION 9.02. SELECTION OF THE SECURITIES TO BE REDEEMED.

      If less than all the Securities are to be redeemed, the Trustee shall
allocate the total Principal amount of Securities to be redeemed on a pro rata
basis, by lot or by such other method as the Trustee deems fair and appropriate
to the Holders.

      The Trustee shall make the selection not more than 60 days but not less
than 30 days before each Redemption Date from Securities outstanding not
previously called for redemption.

      The Trustee may select for redemption portions (equal to $1,000 or any
integral multiple thereof) of the Principal of the outstanding Securities;
provided that redemption is not required to be in $1,000 integral amounts if the
redemption is for all issued and outstanding Securities. Provisions of this
Indenture that apply to Securities called for redemption shall also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of Securities to be called for
redemption.

SECTION 9.03. NOTICE OF REDEMPTION.

      At least 30 but not more than 60 days before a Redemption Date, the
Company shall give a notice of redemption to each Holder whose Securities are to
be redeemed.

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

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

            (5) that, unless the Company defaults in making the redemption
      payment, interest on the Securities called for redemption ceases to accrue
      on and after the specified Redemption Date and the only remaining right of
      the Holders is to receive payment of the Redemption Price upon surrender
      to the Trustee or the Paying Agent of the Securities;

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

            (7) the CUSIP number of the Securities, if any, pursuant to Section
      2.13.

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<PAGE>

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense. In such event, the Company shall
provide the Trustee with the information required by clauses (1), (2), (3) and
(7) above.

SECTION 9.04. EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed (after the Trustee has received the
notice provided for in the last paragraph of Section 9.01), the Securities
called for redemption become due and payable on the Redemption Date and at the
Redemption Price and shall cease to bear interest from and after the Redemption
Date (unless the Company shall fail to make payment of the Redemption Price or
accrued interest on the Redemption Date). Upon surrender to the Paying Agent
such Securities shall be paid at the Redemption Price plus accrued interest, if
any, to the Redemption Date but interest installments whose maturity is on or
prior to the Redemption Date will be payable to the Holder of record at the
close of business on the relevant record dates referred to in the Securities.

SECTION 9.05. DEPOSIT OF REDEMPTION NOTICE.

      On or prior to 10:00 a.m. New York City time, on each Redemption Date, the
Company shall deposit with the Trustee or Paying Agent (or if the Company, or a
Subsidiary or an Affiliate of the Company, acts as Paying Agent, such Paying
Agent shall segregate and hold in a separate trust fund for the sole benefit of
the Holders) money, in federal or other immediately available funds, sufficient
to pay the Redemption Price of and accrued interest on all Securities to be
redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee
for cancellation. Any funds deposited with the Trustee or the Paying Agent prior
to the Redemption Date shall be held by the Trustee or the Paying Agent in an
interest bearing account.

      So long as the Company complies with the preceding paragraph, interest on
the Securities to be redeemed on the applicable Redemption Date shall cease to
accrue and such Securities or portions thereof shall be deemed not to be
entitled to any benefit under this Indenture except to receive payment of the
Redemption Price together with interest accrued thereon to the Redemption Date.
If any Security called for redemption shall not be so paid upon surrender for
redemption because of failure of the Company to comply with the preceding
paragraph, interest will be paid from the Redemption Date until such Principal
is paid on the unpaid Principal and, to the extent permitted by law, on any
interest not paid on such unpaid Principal, in each case at the rate provided by
the Securities. The Paying Agent shall return to the Company any money not
required for that purpose and pay to the Company any interest earned from the
deposit of funds in an interest bearing account pursuant to the foregoing
paragraph.

SECTION 9.06. SECURITIES REDEEMED IN PART.

      Upon surrender of a Security that is redeemed in part, the Company shall
execute and issue and the Trustee shall authenticate a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                                       37
<PAGE>

                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

      The Company agrees, and each Holder by accepting a Security agrees, that
the Subordinated Debt is subordinated in right of payment, to the extent and in
the manner provided in this Article 10, to the prior payment in full in cash of
all Senior Debt, and that the subordination is for the benefit of and
enforceable by the holders of Senior Debt.

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

            (i) holders of Senior Debt shall be first entitled to receive
      payment in full in cash or cash equivalents of all Obligations due in
      respect of, and included in, such Senior Debt (including interest after,
      or which would have accrued but for, the commencement of any such
      proceeding at the rate specified in the applicable Senior Debt, whether or
      not a claim for such interest would be allowed) before Holders of the
      Securities shall be entitled to receive any payment with respect to the
      Subordinated Debt (except that Holders may receive (A) Permitted Junior
      Securities and (B) payments and other distributions made from any
      discharge of this Indenture pursuant to Article 7 hereof prior to delivery
      of a default notice);

            (ii) until all Obligations with respect to, and included in, Senior
      Debt (as provided in clause (i) above) are so paid in full, any
      distribution to which Holders would be entitled but for this Article 10
      shall be made to holders of Senior Debt (except that Holders of Securities
      may receive (A) Permitted Junior Securities and (B) payments and other
      distributions made from any discharge of this Indenture pursuant to
      Article 7 hereof prior to delivery of a default notice), as their
      interests may appear;

            (iii) neither the Trustee nor any Holder shall initiate, prosecute
      or participate in any claim, action or other proceeding challenging the
      enforceability, validity, perfection or priority of the Senior Debt or any
      liens securing the Senior Debt;

            (iv) the Trustee and each Holder hereby agree the holders of Senior
      Debt may consent to the use of cash collateral or provide financing to the
      Company on such terms and conditions and in such amounts as they
      determine; and

            (v) neither the Trustee nor any Holder will object to or oppose a
      sale or other disposition of any property securing all or any part of the
      Senior Debt free and clear of any liens or other claims of the Trustee or
      the Holders under Section 363 of the Bankruptcy Code or any other
      provision of the Bankruptcy Code if the holders of Senior Debt have
      consented to such sale or disposition, so long as the proceeds of such
      sale or

                                       38
<PAGE>

      other disposition, so long as the proceeds of such sale or other
      disposition are applied to permanently reduce Senior Debt.

SECTION 10.03. DEFAULT ON SENIOR DEBT.

      (a) The Company may not directly or indirectly make any payment or
distribution to the Trustee or any Holder in respect of any Obligations with
respect to the Subordinated Debt and may not directly or indirectly acquire from
the Trustee or any Holder any Subordinated Debt for cash or property (other than
(A) Permitted Junior Securities and (B) payments and other distributions made
from any discharge of this Indenture pursuant to Article 7 hereof) until all
Principal and other Obligations with respect to, and included in, the Senior
Debt have been paid in full in cash or cash equivalents if:

            (i) a default in the payment of any principal or other Obligations
      with respect to, and included in, Senior Debt occurs and is continuing; or

            (ii) a default, other than a payment default, on Senior Debt occurs
      and is continuing that then permits holders of the Senior Debt to
      accelerate its maturity and the Trustee receives a notice of the default
      (a "Payment Blockage Notice") from a Person who may give it pursuant to
      Section 10.11 hereof. If the Trustee receives any such Payment Blockage
      Notice, no subsequent Payment Blockage Notice shall be effective for
      purposes of this Section unless and until at least 360 days shall have
      elapsed since the first date upon which the immediately prior Payment
      Blockage Notice was effective. No nonpayment default that existed or was
      continuing on the date of delivery of any Payment Blockage Notice to the
      Trustee shall be, or be made, the basis for a subsequent Payment Blockage
      Notice unless such default shall have been waived for a period of not less
      than 60 days.

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

            (i) the date upon which the default is cured or waived by written
      notice to the Trustee and the Company from the Person or Persons who gave
      such Payment Blockage Notice and, in the case of Senior Debt that has been
      accelerated, such acceleration has been rescinded, or

            (ii) in the case of a default referred to in clause (ii) of Section
      10.03(a) hereof, 179 days pass after notice is received if the maturity of
      such Senior Debt has not been accelerated,

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

SECTION 10.04.    ACCELERATION OF SECURITIES.

      If payment of the Subordinated Debt is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration. If any Senior Debt is outstanding, the Company may not pay the
Subordinated Debt until ten (10) Business Days after

                                       39
<PAGE>

the Representative of the Senior Debt receives notice of such acceleration and,
thereafter, may pay the Subordinated Debt only if this Article 10 otherwise
permits the payment at that time.

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER..

      In the event that the Trustee or any Holder receives any payment of any
Subordinated Debt at a time when the Trustee has actual notice that such payment
is prohibited this Article 10, such payment shall be held by the Trustee or such
Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered to the holders of, Senior Debt as their interests may appear or to
their Representative under the indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to, and
included in, Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

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

SECTION 10.06. NOTICE BY COMPANY.

      The Company shall promptly notify the Trustee at the Corporate Trust
Office and the Paying Agent of any facts known to the Company that would cause a
payment of any Subordinated Debt to violate this Article 10, but failure to give
such notice shall not affect the subordination of the Subordinated Debt to the
Senior Debt as provided in this Article 10.

SECTION 10.07. SUBROGATION.

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

SECTION 10.08. RELATIVE RIGHTS.

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

                                       40
<PAGE>

            (i) impair, as between the Company and Holders of Subordinated Debt,
      the obligation of the Company, which is absolute and unconditional, to pay
      Principal of and interest on the Subordinated Debt in accordance with
      their terms;

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

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

      If the Company fails because of this Article 10 to pay Principal of or
interest on Subordinated Debt on the due date, the failure is still a Default or
Event of Default.

SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED.

      No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company, any holder of Senior Debt or any Holder or by the failure
of the Company or any Holder to comply with this Indenture or by modification of
the terms of the Senior Debt.

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

      Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Subordinated Debt shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Subordinated Debt for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Subordinated Debt, unless the Trustee shall have
received at its Corporate Trust Office at least five Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Subordinated Debt to violate this Article 10. Only the Company, a holder of
Senior Debt or a Representative may give the notice. Nothing in this Article 10
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 6.07 hereof.

                                       41
<PAGE>

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

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

      Each Holder of Subordinated Debt, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 10, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 5.09 hereof at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Subordinated Debt.

SECTION 10.13. AMENDMENTS.

      The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of the outstanding Senior Debt.

                                   ARTICLE 11

                             COLLATERAL AND SECURITY

SECTION 11.01. SECURITY AGREEMENT.

      The due and punctual payment of the Principal of and interest on the
Securities when and as the same shall be due and payable, and performance of all
other obligations of the Company to the Holders of Securities or the Trustee
under this Indenture and the Securities, according to the terms hereunder or
thereunder, shall be secured as provided in the Security Agreement which the
Company has entered into simultaneously with the execution of this Indenture.
Each Holder of Securities, by its acceptance thereof, consents and agrees to the
terms of the Security Agreement (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended from time to time in accordance with its terms and
authorizes and directs the Trustee to enter into the Security Agreement and to
perform its obligations and exercise its rights thereunder in accordance
therewith. The Company shall do or cause to be done all such acts and things as
may be necessary or proper, or as may be required by the provisions of the
Security Agreement, to assure and confirm to the Trustee the security interest
in the Collateral contemplated hereby, by the Security Agreement or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Securities secured
hereby, according to the intent and purposes herein expressed. The Company shall
take, or shall cause its Subsidiaries to take, upon request of the Trustee, any
and all actions reasonably required to cause the Security Agreement to create
and maintain, as security for the Obligations of the Company hereunder, a valid
and enforceable perfected first priority Lien in and on all the Collateral, in
favor of the Trustee for the benefit of the Holders of Securities, superior and
prior to the rights of all third Persons and subject to no other Liens (other
than "Permitted Liens" as defined in the Security Agreement).

                                       42
<PAGE>

SECTION 11.02. RECORDING AND OPINIONS.

      The Company shall furnish to the Trustee simultaneously with the execution
and delivery of this Indenture an Opinion of Counsel either (i) stating that in
the opinion of such counsel all action has been taken with respect to the
recording, registering and filing of this Indenture, financing statements or
other instruments necessary to make effective the Lien intended to be created by
the Security Agreements or (ii) stating that, in the opinion of such counsel, no
such action is necessary to make such Lien effective.

      The Company shall furnish to the Trustee on April 3 in each year beginning
with April 3, 2003, an Opinion of Counsel, dated as of such date, either (i) (A)
stating that, in the opinion of such counsel, action has been taken with respect
to the recording, registering, filing, re-recording, re-registering and refiling
of all supplemental indentures, financing statements, continuation statements or
other instruments of further assurance as is necessary to maintain the Lien of
the Security Agreements, (B) stating that, based on relevant laws as in effect
on the date of such Opinion of Counsel, all financing statements and
continuation statements have been executed and filed that are necessary as of
such date and during the succeeding 12 months fully to preserve and protect, to
the extent such protection and preservation are possible by filing, the rights
of the Holders of Securities and the Trustee hereunder and under the Security
Agreements with respect to the security interests in the Collateral, or (ii)
stating that, in the opinion of such counsel, no such action is necessary to
maintain such Lien and assignment.

      The Company shall otherwise comply with the provisions of TIA Section
314(b).

SECTION 11.03. RELEASE OF COLLATERAL.

      (a) Except as provided herein or in the Security Agreement, the Company
shall be permitted to possess, use, transfer free from the Lien of the Security
Agreement, abandon or modify the Collateral without any release from or consent
by the Trustee.

      (b) The Company shall not make any Asset Sale of Collateral in one or more
transactions unless all Net Available Proceeds from one or more of such Asset
Sales, less any amounts invested within one year of such disposition in assets
related to the business of the Company or committed to be so invested by the
Company pursuant to written agreements within one year following such
disposition, or applied or committed to be applied within such period to
prepayment of Senior Debt or Securities (provided that any commitment to lend
Senior Debt is correspondingly permanently reduced) are applied by the Company
to the extent remaining Net Available Proceeds ("Excess Proceeds") received from
and after the date of this Indenture exceed $20.0 million, to make an Offer to
Purchase outstanding Securities at 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the Purchase Date. Upon completion of
the purchase of Securities in accordance with the Offer to Purchase, the amount
of Excess Proceeds shall be reset at zero.

      (c) The Company will mail the Offer for an Offer to Purchase required
pursuant to Section 11.03(b) not more than one year after consummation of the
disposition referred to in Section 11.03(b). The aggregate principal amount of
plus accrued interest on the Securities to be offered to be purchased pursuant
to the Offer to Purchase (the "Purchase Amount") shall equal

                                       43
<PAGE>

the Excess Proceeds available therefor pursuant to Section 11.03(b). Each Holder
shall be entitled to tender all or any portion of the Securities owned by such
Holder pursuant to the Offer to Purchase.

      (d) Not later than the date of the Offer with respect to an Offer to
Purchase pursuant to this Section 11.03, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Sale pursuant to which
such Offer is being made, including, if amounts are invested in assets related
to the business, the actual assets acquired and (iii) the compliance of such
allocation with the provisions of Section 11.03(b).

      The Company shall perform its obligations specified in the Offer for the
Offer to Purchase. On or prior to the Purchase Date, the Company shall (i)
accept for payment (on a pro rata basis, if necessary, as provided in the
definition of "Offer to Purchase") Securities or portions thereof tendered
pursuant to the Offer, (ii) deposit with the Paying Agent money sufficient to
pay the Purchase Price of all securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee all securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The Paying Agent (or the Company if
so acting) shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Purchase Price, and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
Principal amount to any unpurchased portion of the Security surrendered. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof.

      (e) Notwithstanding the foregoing, this Section 11.03 shall not apply to
any Asset Sale which constitutes a transfer, conveyance, sale, lease or other
disposition of all or substantially all of the Company's Property within the
meaning of Section 4.01.

      (f) Any release of Collateral made in compliance with the provisions of
this Section 11.03 shall be deemed for all purposes: (x) not to impair the
security under this Indenture in contravention of the provisions hereof if and
to the extent the Collateral is released pursuant to the terms hereof or of the
Security Agreement and (y) not to constitute in any respect or for any purpose a
breach, default or violation of any term or provision of this Indenture, or the
Security Agreement or such other documents and to the extent that any such
breach, default or violation would otherwise result the same are hereby waived
in all respects. To the extent applicable, the Company shall cause TIA Section
313(b), relating to reports, and TIA Section 314(d), relating to the release of
property or securities from the Lien and security interest of the Security
Agreements and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Security
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.

      (g) (i) Upon the request of the Company (by resolution of its Board of
Directors authorizing the execution thereof) for the release of (x) all or
substantially all of the Collateral or

                                       44
<PAGE>

any item or items of Collateral in a single transaction or series of related
transactions having a fair market value in excess of $5 million from the Liens
of the Security Agreement or any other Liens created under the Indenture or any
related documents, together with the consent to such release from the Holders of
66 2/3% of the aggregate Principal amount of the Securities then outstanding,
presented to the Trustee, the same shall be deemed to be released from such
Liens and the Trustee, at the expense of the Company, will execute and deliver,
within seven Business Days from the receipt of such request, any instruments,
documents and agreements specified by the Company or any of its subsidiaries to
further evidence, effect and implement the release of all or substantially all
of the Collateral from the Lien of the Security Agreement or any other Lien
created under the Indenture or related documents.

            (ii) Upon the request of the Company (by resolution of its Board of
Directors authorizing the execution thereof) for the release of any item or
items of Collateral in a single transaction or a series of related transactions
having a fair market value of $5 million or less, from the Liens of the Security
Agreement or any other Liens created under the Indenture or any related
documents, together with the consent to such release from the Holders of a
majority of the aggregate Principal amount of the Securities then outstanding,
presented to the Trustee, the same shall be deemed released from such Liens and
the Trustee, at the expense of the Company, will execute and deliver, within
seven Business Days from the receipt of such request, any instruments, documents
and agreements specified and prepared by the Company or any of its subsidiaries
to further evidence, effect and implement the release of any such Collateral
from the Lien of the Security Agreement or any other Liens created under the
Indenture or the related documents.

            (iii) Nothing in this paragraph shall be deemed to require a release
of Collateral that is not otherwise required under this Indenture, or to require
a consent not otherwise required under this Indenture (in particular and without
limitation in connection with the sales of Collateral the proceeds of which are
not required to be applied under paragraph (b) of this Section 11.03).

SECTION 11.04. CERTIFICATES OF THE COMPANY.

      The Company shall furnish to the Trustee, prior to each proposed release
of Collateral pursuant to the Security Agreement, (i) all documents required by
the TIA, including Section 314(d) thereof and (ii) an Officers' Certificate and
an Opinion of Counsel to the effect that such accompanying documents constitute
all documents required by the TIA, including Section 314(d) thereof. The Trustee
may, to the extent permitted by Sections 6.01 and 6.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel.

SECTION 11.05. [intentionally omitted.]

SECTION 11.06. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
COLLATERAL AGREEMENTS.

      Subject to the provisions of Sections 7.01 and 7.02 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders of
Securities, direct, on behalf of the Holders

                                       45
<PAGE>

of Securities, take all actions it deems necessary or appropriate in order to
(a) enforce any of the terms of the Security Agreement and (b) collect and
receive any and all amounts payable in respect of the Obligations of the Company
hereunder. The Trustee shall have power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral
by any acts that may be unlawful or in violation of the Security Agreement or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of
Securities in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders of Securities or of the Trustee).

SECTION 11.07. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
COLLATERAL AGREEMENTS.

      The Trustee is authorized to receive any funds for the benefit of the
Holders of Securities distributed under the Security Agreement, and to make
further distributions of such funds to the Holders of Securities according to
the provisions of this Indenture.

SECTION 11.08. TERMINATION OF SECURITY INTEREST.

      Upon the earlier of (i) the payment in full of all Obligations of the
Company under this Indenture and the Securities, and (ii) Discharge of this
Indenture or cessation of obligation to comply with certain terms of this
Indenture pursuant to Article 7 hereof, the Trustee shall, at the request of the
Company, as soon as reasonably practicable following receipt of a certificate
prepared by the Company, release the Liens securing the Obligations under the
Securities and this Indenture.

SECTION 11.09. SUBORDINATION AGREEMENTS.

      The rights of the Trustee and the Holders in and to the Collateral are
subject in all respects to the terms of the Subordination Agreement executed or
to be executed by the Trustee in favor of the Representative for the holders of
the Senior Debt. The Trustee is authorized and directed to enter into the
Subordination Agreements in substantially the form attached as Exhibits A-1 and
A-2 to the Security Agreement.

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

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

                                       46
<PAGE>

SECTION 12.02. NOTICES.

      All notices and communications to the Company or the Trustee shall be in
writing and shall be duly given if delivered in Person or mailed by first class
mail, postage prepaid, to the following addresses or transmitted by the
telecopier and confirmed by overnight courier guaranteeing next day delivery:

      The Company's address is:

            Viskase Companies, Inc.
            625 Willowbrook Centre Parkway
            Willowbrook, Illinois 60527
            Telecopier: (630) 455-2152
            Attention: President

      The Trustee's address is:

            Wells Fargo Bank Minnesota, National Association
            Corporate Trust Services
            Sixth Street and Marquette Avenue
            MAC N9303-120
            Minneapolis, MN 55479
            Telecopier: (612) 667-9825
            Attention:  Viskase Administrator

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

      All notices and communications to a Holder shall be in writing and shall
be mailed by first class mail, postage prepaid, to the Holder's address shown on
the register kept by the Registrar; provided that items required under the TIA
to be sent to Holders in compliance with TIA Section 313(c) shall be mailed to
Holders in compliance with such section. Failure to mail a notice or a
communication to a Holder or any defect in any notice given to a Holder shall
not affect the sufficiency of such notice with respect to other Holders.

      If a notice or communication is delivered or mailed to a Holder in the
manner provided above within the time prescribed, it is duly given, whether or
not the Holder receives it.

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

SECTION 12.03. 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 or the Securities. The Trustee
shall comply with the provisions of TIA Section 312(b). The Company, any other
obligor on the Securities, the Trustee, the Registrar and any agent of any of
them shall have the protection of TIA Section 312(c).

                                       47
<PAGE>

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company or other obligor on the
Securities to the Trustee to take any action under this Indenture, the Company
or such other obligor shall furnish to the Trustee:

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

      (b) an Opinion of Counsel reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with and that such action or inaction is in compliance with applicable
law.

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture 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 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 such Person,
      such condition or covenant has been complied with; provided, however, that
      with respect to matters of fact an Opinion of Counsel may rely on
      Officers' Certificates or certificates of public officials unless such
      counsel knows, or in the exercise of reasonable care should know, that the
      Officers' Certificate or certificate of public official with respect to
      such matters is erroneous.

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07. LEGAL HOLIDAYS.

      A "Legal Holiday" is a Saturday, a Sunday or any day on which banking
institutions in the Borough of Manhattan, City of New York, are not required to
be open. If a payment date is a Legal Holiday at the place of payment, payment
may be made at that place on the next

                                       48
<PAGE>

succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

SECTION 12.08. NO RECOURSE AGAINST OTHERS.

      The Securities and the obligations of the Company under this Indenture and
the Security Agreement are solely obligations of the Company and no past,
present or future officer, director, employee or stockholder, as such, of the
Company or any successor of the Company shall be liable for any failure by the
Company to perform any of its obligations hereunder or pursuant to the
Securities or the Security Agreement.

SECTION 12.09. BENEFITS OF INDENTURE.

      Except for the rights of the lenders and/or holders of the Senior Debt
under Article 10, nothing in this Indenture, the Security Agreement or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

SECTION 12.10. DUPLICATE ORIGINALS.

      The parties may sign any number of copies of this Indenture. One signed
copy is sufficient to prove this Indenture.

SECTION 12.11. GOVERNING LAW.

      The internal laws of the State of New York shall govern this Indenture and
the Securities without regard to principles of conflicts of law.

SECTION 12.12. 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 Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.13. SUCCESSORS.

      All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 12.14. SEVERABILITY.

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

                                       49
<PAGE>

SECTION 12.15. TABLE OF CONTENTS, HEADINGS, ETC.

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

                                                SIGNATURES

                                                VISKASE COMPANIES, INC.

Dated: April 3, 2003

                                                By: /s/ Gordon S. Donovan
                                                        Gordon S. Donovan
                                                        Vice President

Attest:

/s/ Kimberly K. Duttlinger                              (SEAL)
Kimberly K. Duttlinger
Secretary
                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION,
                                                as Trustee

Dated:  April 3, 2003

                                                By: /s/ Jane Y. Schweiger
                                                        Name:  Jane Y. Schweiger
                                                        Title: Vice President

Attest:

/s/                                                     (SEAL)

                                       50