<Page>

                                                                    EXHIBIT 4.1

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                                    INDENTURE


                            DATED AS OF MARCH 5, 2003


                                      AMONG


                         POLYMER GROUP, INC., AS ISSUER,


                           THE GUARANTORS NAMED HEREIN


                                       AND


                      WILMINGTON TRUST COMPANY, AS TRUSTEE


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


                                   $50,000,000


                   10% CONVERTIBLE SUBORDINATED NOTES DUE 2007


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                                TABLE OF CONTENTS

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<S>                                                                                              <C>
                                            ARTICLE ONE
                             DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.   Definitions.......................................................................1
SECTION 1.02.   Incorporation by Reference of Trust Indenture Act................................21
SECTION 1.03.   Rules of Construction............................................................22

                                            ARTICLE TWO
                                             THE NOTES
SECTION 2.01.   Form and Dating..................................................................22
SECTION 2.02.   Execution and Authentication.....................................................23
SECTION 2.03.   Registrar and Paying Agent.......................................................24
SECTION 2.04.   Paying Agent To Hold Assets in Trust.............................................24
SECTION 2.05.   Holder Lists.....................................................................25
SECTION 2.06.   Transfer and Exchange............................................................25
SECTION 2.07.   Replacement Notes................................................................26
SECTION 2.08.   Outstanding Notes................................................................26
SECTION 2.09.   Treasury Notes...................................................................26
SECTION 2.10.   Temporary Notes..................................................................27
SECTION 2.11.   Cancellation.....................................................................27
SECTION 2.12.   Defaulted Interest...............................................................27
SECTION 2.13.   CUSIP Number.....................................................................27
SECTION 2.14.   Deposit of Moneys................................................................28
SECTION 2.15.   Book-Entry Provisions for Global Notes...........................................28

                                           ARTICLE THREE
                                             REDEMPTION
SECTION 3.01.   Notices to Trustee...............................................................29
SECTION 3.02.   Selection of Notes To Be Redeemed................................................29
SECTION 3.03.   Notice of Redemption.............................................................30
SECTION 3.04.   Effect of Notice of Redemption...................................................31
SECTION 3.05.   Deposit of Redemption Price......................................................31
SECTION 3.06.   Notes Redeemed in Part...........................................................31

                                            ARTICLE FOUR
                                             COVENANTS
SECTION 4.01.   Payment of Notes.................................................................31
SECTION 4.02.   Maintenance of Office or Agency..................................................32
SECTION 4.03.   Transactions with Affiliates.....................................................32
SECTION 4.04.   Limitation on Indebtedness.......................................................33
SECTION 4.05.   Disposition of Proceeds of Asset Sales...........................................34
SECTION 4.06.   Limitation on Restricted Payments................................................36
SECTION 4.07.   Corporate Existence..............................................................38
SECTION 4.08.   Notice of Defaults...............................................................38
SECTION 4.09.   Compliance Certificate...........................................................39
SECTION 4.10.   Designation of Unrestricted Subsidiaries.........................................39
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<S>                                                                                              <C>
SECTION 4.11.   Limitation on Liens..............................................................40
SECTION 4.12.   Future Domestic Restricted Subsidiary Guarantors.................................40

                                            ARTICLE FIVE
                                   MERGERS; SUCCESSOR CORPORATION
SECTION 5.01.   Mergers, Sale of Assets, etc.....................................................41
SECTION 5.02.   Successor Corporation Substituted................................................42

                                            ARTICLE SIX
                                        DEFAULT AND REMEDIES
SECTION 6.01.   Events of Default................................................................42
SECTION 6.02.   Acceleration.....................................................................43
SECTION 6.03.   Other Remedies...................................................................44
SECTION 6.04.   Waiver of Past Default...........................................................44
SECTION 6.05.   Control by Majority..............................................................45
SECTION 6.06.   Limitation on Suits..............................................................45
SECTION 6.07.   Rights of Holders To Receive Payment.............................................45
SECTION 6.08.   Collection Suit By Trustee.......................................................46
SECTION 6.09.   Trustee May File Proofs of Claim.................................................46
SECTION 6.10.   Priorities.......................................................................46
SECTION 6.11.   Undertaking for Costs............................................................47

                                           ARTICLE SEVEN
                                              TRUSTEE
SECTION 7.01.   Duties of Trustee................................................................47
SECTION 7.02.   Rights of Trustee................................................................48
SECTION 7.03.   Individual Rights of Trustee.....................................................49
SECTION 7.04.   Trustee's Disclaimer.............................................................49
SECTION 7.05.   Notice of Defaults...............................................................50
SECTION 7.06.   Reports by Trustee to Holders....................................................50
SECTION 7.07.   Compensation and Indemnity.......................................................50
SECTION 7.08.   Replacement of Trustee...........................................................51
SECTION 7.09.   Successor Trustee by Merger, etc.................................................52
SECTION 7.10.   Eligibility; Disqualification....................................................52
SECTION 7.11.   Preferential Collection of Claims Against Company................................53

                                           ARTICLE EIGHT
                                       SUBORDINATION OF NOTES
SECTION 8.01.   Notes Subordinated to Senior Indebtedness........................................53
SECTION 8.02.   No Payment on Notes in Certain Circumstances.....................................53
SECTION 8.03.   Payment Over of Proceeds upon Dissolution, etc...................................54
SECTION 8.04.   Subrogation......................................................................55
SECTION 8.05.   Obligations of Company Unconditional.............................................56
SECTION 8.06.   Notice to Trustee................................................................56
SECTION 8.07.   Reliance on Judicial Order or Certificate of Liquidating Agent...................57
SECTION 8.08.   Trustee's Relation to Senior Indebtedness........................................57
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<Table>
<S>                                                                                              <C>
SECTION 8.09.   Subordination Rights Not Impaired by Acts or Omissions of the Company or
                Holders of Senior Indebtedness...................................................58
SECTION 8.10.   Holders Authorize Trustee To Effectuate Subordination of Notes...................58
SECTION 8.11.   This Article Not To Prevent Events of Default....................................58
SECTION 8.12.   Trustee's Compensation Not Prejudiced............................................58
SECTION 8.13.   No Waiver of Subordination Provisions............................................58
SECTION 8.14.   Subordination Provisions Not Applicable to Money Held in Trust for Holders;
                Payments May Be Paid Prior to Dissolution........................................59
SECTION 8.15.   Acceleration of Notes............................................................59

                                            ARTICLE NINE
                                       DISCHARGE OF INDENTURE
SECTION 9.01.   Termination of Company's Obligations.............................................59
SECTION 9.02.   Application of Trust Money.......................................................61
SECTION 9.03.   Repayment to Company.............................................................61
SECTION 9.04.   Reinstatement....................................................................61

                                            ARTICLE TEN
                                AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 10.01.  Without Consent of Holders.......................................................62
SECTION 10.02.  With Consent of Holders..........................................................63
SECTION 10.03.  Compliance with Trust Indenture Act..............................................64
SECTION 10.04.  Record Date for Consents and Effect of Consents..................................64
SECTION 10.05.  Notation on or Exchange of Notes.................................................64
SECTION 10.06.  Trustee To Sign Amendments, etc..................................................65

                                           ARTICLE ELEVEN
                                             GUARANTEE
SECTION 11.01.  Unconditional Guarantee..........................................................65
SECTION 11.02.  Severability.....................................................................67
SECTION 11.03.  Release of a Guarantor...........................................................67
SECTION 11.04.  Limitation of Guarantor's Liability..............................................67
SECTION 11.05.  Contribution.....................................................................68
SECTION 11.06.  Execution of Note Guarantee......................................................68
SECTION 11.07.  Subordination of Subrogation and Other Rights....................................68

                                           ARTICLE TWELVE
                                     SUBORDINATION OF GUARANTEE
SECTION 12.01.  Guarantee Obligations Subordinated to Guarantor Senior Indebtedness..............69
SECTION 12.02.  No Payment on Guarantees in Certain Circumstances................................69
SECTION 12.03.  Payment Over Proceeds upon Dissolution, etc......................................70
SECTION 12.04.  Subrogation......................................................................71
SECTION 12.05.  Obligations of Guarantors Unconditional..........................................72
SECTION 12.06.  Notice to Trustee................................................................72
SECTION 12.07.  Reliance on Judicial Order or Certificate of Liquidating Agent...................73
SECTION 12.08.  Trustee's Relation to Guarantor Senior Indebtedness..............................73
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<Table>
<S>                                                                                          <C>
SECTION 12.09.  Subordination Rights Not Impaired by Acts or Omissions of the Guarantors
                or Holders of Guarantor Senior Indebtedness......................................74
SECTION 12.10.  Holders Authorize Trustee To Effectuate Subordination of Guarantee...............74
SECTION 12.11.  This Article Not To Prevent Events of Default....................................74
SECTION 12.12.  Trustee's Compensation Not Prejudiced............................................74
SECTION 12.13.  No Waiver of Guarantee Subordination Provisions..................................74
SECTION 12.14.  Payments May Be Paid Prior to Dissolution........................................75

                                          ARTICLE THIRTEEN
                                             CONVERSION
SECTION 13.01.  Conversion Privilege.............................................................75
SECTION 13.02.  Conversion Procedure.............................................................76
SECTION 13.03.  Fractional Shares................................................................77
SECTION 13.04.  Taxes on Conversion..............................................................77
SECTION 13.05.  Company to Provide Stock.........................................................77
SECTION 13.06.  Adjustment for Change in Capital Stock...........................................77
SECTION 13.07.  Adjustment for Issuances of Common Stock.........................................78
SECTION 13.08.  When Adjustment May Be Deferred..................................................81
SECTION 13.09.  When No Adjustment Required......................................................81
SECTION 13.10.  Notice of Adjustment.............................................................81
SECTION 13.11.  Voluntary Increase...............................................................81
SECTION 13.12.  Notice of Certain Transactions...................................................82
SECTION 13.13.  Reorganization of Company; Special Distributions.................................82
SECTION 13.14.  Company Determination Final......................................................83
SECTION 13.15.  Trustee's Adjustment Disclaimer..................................................83
SECTION 13.16.  Simultaneous Adjustments.........................................................83
SECTION 13.17.  Successive Adjustments...........................................................83
SECTION 13.18.  Rights Issued in Respect of Common Stock Issued Upon Conversion..................83

                                          ARTICLE FOURTEEN
                                           MISCELLANEOUS
SECTION 14.01.  Trust Indenture Act Controls.....................................................84
SECTION 14.02.  Notices..........................................................................84
SECTION 14.03.  Communications by Holders with Other Holders.....................................85
SECTION 14.04.  Certificate and Opinion as to Conditions Precedent...............................85
SECTION 14.05.  Statements Required in Certificate...............................................86
SECTION 14.06.  Rules by Trustee, Paying Agent, Registrar........................................86
SECTION 14.07.  Governing Law....................................................................86
SECTION 14.08.  No Recourse Against Others.......................................................86
SECTION 14.09.  Successors.......................................................................86
SECTION 14.10.  Counterpart Originals............................................................87
SECTION 14.11.  Severability.....................................................................87
SECTION 14.12.  No Adverse Interpretation of Other Agreements....................................87
SECTION 14.13.  Legal Holidays...................................................................87

 SIGNATURES..................................................................................S-1
 EXHIBIT A  Form of Note.....................................................................A-1
 EXHIBIT B  Form of Legend for Global Notes..................................................B-1
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------------

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

                                       -v-

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          INDENTURE dated as of March 5, 2003, among POLYMER GROUP, INC., a
Delaware corporation (the "COMPANY"), the GUARANTORS named herein and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as trustee (hereinafter the
"TRUSTEE").

          Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Notes:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   DEFINITIONS.

          "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (a) assumed in
connection with an Acquisition from such Person or (b) existing at the time such
Person becomes a Restricted Subsidiary or is merged or consolidated with or into
the Company or any Restricted Subsidiary.

          "ACQUIRED PERSON" means, with respect to any specified Person, any
other Person which merges with or into or becomes a Subsidiary of such specified
Person.

          "ACQUISITION" means (i) any capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) by the Company or any
Restricted Subsidiary to any other Person, or any acquisition or purchase of
Equity Interests of any other Person by the Company or any Restricted
Subsidiary, in either case pursuant to which such Person shall become a
Restricted Subsidiary or shall be consolidated with or merged into the Company
or any Restricted Subsidiary or (ii) any acquisition by the Company or any
Restricted Subsidiary of the assets of any Person which constitute substantially
all of an operating unit or line of business of such Person or which is
otherwise outside of the ordinary course of business.

          "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "AFFILIATE TRANSACTION" has the meaning provided in SECTION 4.03.

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

          "ASSET SALE" means any direct or indirect sale, conveyance, transfer,
lease (that has the effect of a disposition) or other disposition (including,
without limitation, any merger, consolidation or sale-leaseback transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary, in
one transaction or a series of related transactions, of (i) any Equity Interest
of any Restricted Subsidiary (other than directors' qualifying shares, to the
extent

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mandated by applicable law); (ii) any assets of the Company or any Restricted
Subsidiary which constitute substantially all of an operating unit or line of
business of the Company or any Restricted Subsidiary; or (iii) any other
property or asset of the Company or any Restricted Subsidiary outside of the
ordinary course of business (including the receipt of proceeds paid on account
of the loss of or damage to any property or asset and awards of compensation for
any asset taken by condemnation, eminent domain or similar proceedings). For the
purposes of this definition, the term "Asset Sale" shall not include (a) any
transaction consummated in compliance with SECTION 5.01 and the creation of any
Lien not prohibited by SECTION 4.11; (b) sales of property or equipment that has
become worn out, obsolete or damaged or otherwise unsuitable for use in
connection with the business of the Company or any Restricted Subsidiary, as the
case may be; (c) any transaction consummated in compliance with SECTION 4.06;
(d) any transfers of properties and assets between Wholly Owned Restricted
Subsidiaries; (e) any transaction pursuant to which the Company or any
Restricted Subsidiary transfers property to a Person and the Company or such
Restricted Subsidiary leases such property from such Person; PROVIDED, HOWEVER,
that such transaction complies with SECTION 4.04; (f) sales of Investments (i)
that were originally made pursuant to clauses (a), (b), (c) or (d) of the
definition of "Permitted Investments" or (ii) to the extent that such
Investments were treated as Restricted Payments; and (g) any Qualified
Securitization Transaction. In addition, solely for purposes of SECTION 4.05,
any sale, conveyance, transfer, lease or other disposition of any property or
asset, whether in one transaction or a series of related transactions, involving
assets with a Fair Market Value not in excess of $25.0 million in any fiscal
year shall be deemed not to be an Asset Sale; PROVIDED, FURTHER, that any sale,
conveyance, transfer, lease or other disposition of any property or assets,
including without limitation the Chicopee Sale consummated on or prior to the
Issue Date shall be excluded in any determination made pursuant to this
sentence.

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

          "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any Guarantor, as the case may be, or any authorized committee of such Board of
Directors.

          "BOARD RESOLUTION" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

          "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions are not required to be open in New York, New York.

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

          "CAPITAL STOCK" means any and all shares or other equivalents (however
designated) of capital stock, including all common stock and all preferred
stock, in the case of a corporation, partnership interests or other equivalents
(however designated) in the case of a partnership, membership interests or other
equivalents (however designated) in the case of a limited liability company, or
common shares of beneficial interest or other equivalents (however designated)
in the case of a trust.

                                       -2-
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          "CASH EQUIVALENTS" means: (a) U.S. dollars; (b) securities issued or
directly and fully guaranteed or insured by the U.S. government or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition; (c) certificates of deposit and eurodollar time deposits
with maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500 million; (d) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses
(b) and (c) above entered into with any financial institution meeting the
qualifications specified in clause (c) above; (e) commercial paper rated P-1,
A-1 or the equivalent thereof by Moody's Investor Services, Inc. or Standard &
Poor's Rating Group, respectively, and in each case maturing within six months
after the date of acquisition; and (f) corporate securities having a rating
equal to or higher than BBB-- and Baa3, or the equivalents thereof, by both
Standard & Poor's Ratings Group and Moody's Investor Services, Inc.,
respectively, if both such entities rate the securities, or having such rating
from one of such entities if only one such entity is rating such securities.

          "CHANGE OF CONTROL" means the occurrence of any of the following
events (whether or not approved by the Board of Directors of the Company): (i)
any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other than one or more Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have "beneficial ownership" of all
shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of
an event or otherwise), directly or indirectly, of more than 50% of the total
voting power of the then outstanding Voting Equity Interests of the Company;
(ii) the Company consolidates with, or merges with or into, another Person
(other than the Company or any Wholly Owned Restricted Subsidiary) or the
Company or any Significant Restricted Subsidiary sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of the
assets of the Company and its Subsidiaries (determined on a consolidated basis)
to any Person (other than the Company or any Wholly Owned Restricted
Subsidiary), other than any such transaction where immediately after such
transaction the Person or Persons that "beneficially owned" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to
have "beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time upon the happening of an event or otherwise) immediately prior to such
transaction, directly or indirectly, a majority of the total voting power of the
then outstanding Voting Equity Interests of the Company, as the case may be,
"beneficially own" (as so determined), directly or indirectly, a majority of the
total voting power of the then outstanding Voting Equity Interests of the
surviving or transferee Person; or (iii) the Company is liquidated or dissolved
or adopts a plan of liquidation or dissolution other than in a transaction which
complies with the provisions of Article Five.

          "CHICOPEE SALE" means the sale of the warehouse in Dayton, New Jersey,
owned by Chicopee, Inc., a Delaware corporation.

                                       -3-
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          "CLASS C DIVIDENDS" means the special annual dividend on the Company's
Class C Common Stock, par value $.01 per share, required to be paid by the
Company pursuant to its Amended and Restated Certificate of Incorporation.

          "COMMON STOCK" means shares of the Class A Common Stock, par value
$.01 per share, of the Company as of the date of this Indenture or any other
shares of capital stock of the Company into which the Class A Common Stock is
reclassified or changed.

          "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor.

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, its Chief Operating Officer, a Vice
President or its Treasurer, and by an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

          "CONSOLIDATED COVERAGE RATIO" as of any date of determination means
the ratio of (i) the aggregate amount of Consolidated EBITDA for the four
quarter period of the most recent four consecutive fiscal quarters for which
financial statements are available ending prior to the date of such
determination (the "FOUR QUARTER PERIOD") to (ii) Consolidated Fixed Charges for
such Four Quarter Period; PROVIDED, HOWEVER, that (1) if the Company or any
Restricted Subsidiary has incurred any Indebtedness since the beginning of such
Four Quarter Period that remains outstanding on such date of determination or if
the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated
Fixed Charges for such Four Quarter Period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been Incurred on the first day of such Four Quarter Period and the discharge of
any other Indebtedness repaid, repurchased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such Four Quarter Period, (2) if since the beginning of such Four Quarter
Period the Company or any Restricted Subsidiary shall have made any Asset Sale,
the Consolidated EBITDA for such Four Quarter Period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) directly attributable to
the assets that are the subject of such Asset Sale for such Four Quarter Period
or increased by an amount equal to the Consolidated EBITDA (if negative)
directly attributable thereto for such Four Quarter Period and Consolidated
Fixed Charges for such Four Quarter Period shall be reduced by an amount equal
to the Consolidated Fixed Charges directly attributable to any Indebtedness of
the Company or any Restricted Subsidiary repaid, repurchased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Sale for such Four Quarter Period
(or, if the Equity Interests of any Restricted Subsidiary are sold, the
Consolidated Fixed Charges for such Four Quarter Period directly attributable to
the Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale), (3) if since the beginning of such Four Quarter Period the
Company or any Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any Person that becomes a Restricted
Subsidiary) or an Acquisition of assets, including any Acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder, which

                                       -4-
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constitutes all or substantially all of an operating unit or a line of a
business or which constitutes Replacement Assets, Consolidated EBITDA and
Consolidated Fixed Charges for such Four Quarter Period shall be calculated
after giving pro forma effect to (x) such Investment or Acquisition of assets
(including the Incurrence of any Indebtedness) as if such Investment or
Acquisition occurred on the first day of such Four Quarter Period and (y) net
cost savings that the Company reasonably believes in good faith could have been
achieved during the Four Quarter Period as a result of such Investment or
Acquisition and which cost savings could then be reflected in pro forma
financial statements under GAAP (provided that both (A) such cost savings were
identified and quantified in an Officer's Certificate delivered to the Trustee
at the time of the consummation of the Investment or Acquisition and (B) with
respect to each Investment or Acquisition completed prior to the 90th day
preceding such date of determination, actions were commenced or initiated by the
Company within 90 days of such Investment or Acquisition to effect such cost
savings identified in such Officer's Certificate) and (4) if since the beginning
of such Four Quarter Period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such Four Quarter Period) shall have made any Asset Sale
or any Investment or Acquisition of assets that would have required an
adjustment pursuant to clause (2) or (3) above if made by the Company or a
Restricted Subsidiary during such Four Quarter Period, Consolidated EBITDA and
Consolidated Fixed Charges for such Four Quarter Period shall be calculated
after giving pro forma effect thereto as if such Asset Sale, Investment or
Acquisition of assets occurred on, with respect to any Investment or
Acquisition, the first day of such Four Quarter Period and, with respect to any
Asset Sale, the day prior to the first day of such Four Quarter Period. For
purposes of this definition, whenever pro forma effect is to be given to an
Acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Fixed Charges associated with any Indebtedness Incurred
in connection therewith, the pro forma calculations shall be determined in
accordance with GAAP. If any Indebtedness bears a floating rate of interest and
is being given pro forma effect, the interest expense on such Indebtedness shall
be calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any agreement under
which Hedging Obligations are outstanding applicable to such Indebtedness if
such agreement under which such Hedging Obligations are outstanding has a
remaining term as at the date of determination in excess of 12 months);
PROVIDED, HOWEVER, that the Consolidated Fixed Charges of the Company
attributable to interest on any Indebtedness Incurred under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the Four Quarter Period.

          "CONSOLIDATED EBITDA" means, for any period, the Consolidated Net
Income for such period, plus the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Income Tax Expense for such
period; (ii) Consolidated Interest Expense for such period; (iii) Consolidated
Non-Cash Charges for such period; and (iv) expenses relating to employee profit
sharing arising in connection with applicable Mexican statutory requirements
less (A) all non-cash items increasing Consolidated Net Income for such period
and (B) all cash payments during such period relating to non-cash charges that
were added back in determining Consolidated EBITDA in any prior period.

          "CONSOLIDATED FIXED CHARGE" means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense and
(ii) the product of (x) the

                                       -5-
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amount of all dividend payments on any series of Preferred Equity Interest of
such Person (other than dividends paid solely in Qualified Equity Interests)
paid, accrued or scheduled to be paid or accrued during such period times (y) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated Federal, state and local tax rate
of such Person, expressed as a decimal.

          "CONSOLIDATED INCOME TAX EXPENSE" means, with respect to the Company
for any period, the provision for Federal, state, local and foreign income taxes
payable by the Company and the Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED INTEREST EXPENSE" means, with respect to the Company for
any period, without duplication, the sum of (i) the interest expense of the
Company and the Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount, (b) the net cost under Hedging Obligations,
(c) the interest portion of any deferred payment obligation, (d) all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and (e) all capitalized interest and
all accrued interest and (ii) the interest component of Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by the Company
and the Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

          "CONSOLIDATED NET INCOME" means, for any period, the consolidated net
income (loss) of the Company and the Restricted Subsidiaries; PROVIDED, HOWEVER,
that there shall not be included in such Consolidated Net Income: (i) any net
income (loss) of any Person if such person is not a Restricted Subsidiary,
except (A) to the extent of cash actually distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or other
distribution, (B) with respect to foreign joint ventures, to the extent that
cash is available for distribution (without restriction and not committed for
other purposes) during such period to the Company or a Restricted Subsidiary as
a dividend or other distribution, but is not distributed due to adverse tax or
other business reasons, such cash shall be included and (C) the Company's equity
in a net loss of any such Person (other than an Unrestricted Subsidiary) for
such period shall be included in determining such Consolidated Net Income; (ii)
any net income (loss) of any person acquired by the Company or a Restricted
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition; (iii) any net income (but not loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Company to the extent of
such restrictions; (iv) any gain or loss realized upon the sale or other
disposition of any asset of the Company or the Restricted Subsidiaries
(including pursuant to any sale/leaseback transaction) outside of the ordinary
course of business; (v) any extraordinary gain or loss; (vi) the cumulative
effect of a change in accounting principles; (vii) any restoration to income of
any contingency reserve of an extraordinary, non-recurring or unusual nature,
except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Issue Date; and (viii)
gains and losses resulting from foreign currency transaction adjustments.

                                       -6-
<Page>

          "CONSOLIDATED NET WORTH" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Equity Interests of such Person.

          "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person, for
any period the sum of (i) depreciation, (ii) amortization and (iii) other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding,
for purposes of clause (iii) only, such charges which require an accrual of or a
reserve for cash charges for any future period).

          "CONVERSION AGENT" means Wilmington Trust Company, Delaware banking
corporation.

          "CONVERSION DATE" has the meaning provided in SECTION 13.02.

          "CONVERSION PRICE" has the meaning provided in SECTION 13.07.

          "CONVERSION RATE" has the meaning provided in SECTION 13.01.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in SECTION 14.02 or such other address as the Trustee may give
notice to the Company.

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

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

          "DEFEASANCE TRUST PAYMENT" has the meaning provided in SECTION 8.02.

          "DEPOSITORY" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company which must be a clearing agency
registered under the Exchange Act.

          "DESIGNATED GUARANTOR SENIOR INDEBTEDNESS" means, with respect to any
Guarantor, (a) any Indebtedness of such Guarantor outstanding under the
Restructured Credit Facility, (b) any Indebtedness outstanding under the
instruments governing the Senior Subordinated Notes and (c) any other Guarantor
Senior Indebtedness of such Guarantor which, at the time of determination, has
an aggregate principal amount outstanding, together with any commitments to lend
additional amounts, of at least $25.0 million, if the instrument governing such
Guarantor Senior Indebtedness expressly states that such Indebtedness is
"Designated Guarantor Senior Indebtedness" for purposes of this Indenture and a
Board Resolution setting forth such designation by the Company has been flied
with the Trustee.

          "DESIGNATED SENIOR INDEBTEDNESS" means (a) any Indebtedness
outstanding under the Restructured Credit Facility, (b) Indebtedness outstanding
under the instruments governing the Senior Subordinated Notes and (c) any other
Senior Indebtedness which, at the time of

                                       -7-
<Page>

determination, has an aggregate principal amount outstanding, together with any
commitments to lend additional amounts, of at least $25.0 million, if the
instrument governing such Senior Indebtedness expressly states that such
Indebtedness is "Designated Senior Indebtedness" for purposes of the Indenture
and a Board Resolution setting forth such designation by the Company has been
filed with the Trustee.

          "DESIGNATION" has the meaning provided in SECTION 4.10.

          "DESIGNATION AMOUNT" has the meaning provided in SECTION 4.10.

          "DISPOSITION" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets.

          "DISQUALIFIED EQUITY INTEREST" means any Equity Interest which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable at the option of the holder thereof), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable, at the option of the holder thereof
(except, in each case, upon the occurrence of a Change of Control), in whole or
in part, or exchangeable into Indebtedness on or prior to the earlier of the
maturity date of the Notes or the date on which no Notes remain outstanding.

          "DOMESTIC RESTRICTED SUBSIDIARY" means a Restricted Subsidiary of the
Company organized under the laws of the United States or any political
subdivision thereof or the operations of which are located substantially inside
the United States.

          "EQUITY INTEREST" in any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) corporate stock or other equity
participations, including partnership interests, whether general or limited, in
such Person, including any Preferred Equity Interests but excluding the Notes.

          "EVENT OF DEFAULT" has the meaning provided in SECTION 6.01.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

          "EXCLUDED STOCK" has the meaning provided in SECTION 13.07.

          "EXPIRATION DATE" has the meaning set forth in the definition of
"Offer to Purchase" below.

          "FAIR MARKET VALUE" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) which could be
negotiated in an arm's-length free market transaction, for cash, between a
willing seller and a willing and able buyer, neither of which is under any
compulsion to complete the transaction; PROVIDED, HOWEVER, that the Fair Market
Value of any such asset or assets shall be determined conclusively by the Board
of

                                       -8-
<Page>

Directors of the Company acting in good faith, and shall be evidenced by
resolutions of the Board of Directors of the Company delivered to the Trustee.

          "FINAL MATURITY DATE" means December 31, 2007.

          "FOREIGN RESTRICTED SUBSIDIARY" means a Restricted Subsidiary of the
Company not organized under the laws of the United States or any political
subdivision thereof and the operations of which are located substantially
outside of the United States.

          "FOUR QUARTER PERIOD" has the meaning set forth in the definition of
"Consolidated Coverage Ratio" above.

          "FUNDING GUARANTOR" has the meaning provided in SECTION 11.05.

          "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States which are applicable at the
date of determination and which are consistently applied for all applicable
periods.

          "GLOBAL NOTES" means a permanent global note in registered form
initially representing the aggregate principal amount of Notes issued in
reliance on Section 1145 of Title 11 of the U.S. Code.

          "GUARANTEE" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

          "GUARANTEE" means the guarantee of the Notes by each Guarantor under
the Indenture.

          "GUARANTOR" means each Domestic Restricted Subsidiary in existence on
the Issue Date.

          "GUARANTOR BLOCKAGE PERIOD" has the meaning provided in SECTION
12.02(a).

          "GUARANTOR PAYMENT BLOCKAGE NOTICE" has the meaning provided in
SECTION 12.02(a)

          "GUARANTOR SENIOR INDEBTEDNESS" means, with respect to any Guarantor,
at any date, (a) all Obligations of such Guarantor under the Restructured Credit
Facility; (b) all Obligations of such Guarantor's Guarantee of the Senior
Subordinated Notes, (c) all Hedging Obligations of such Guarantor; (d) all
Obligations of such Guarantor under stand-by letters of credit; and (e) all
other Indebtedness of such Guarantor for borrowed money, including principal,
premium, if any, and interest (including Post-Petition Interest) on such
Indebtedness unless the instrument under which such Indebtedness of such
Guarantor for money borrowed is Incurred

                                       -9-
<Page>

expressly provides that such Indebtedness for money borrowed is not senior or
superior in right of payment to such Guarantor's Guarantee of the Notes, and all
renewals, extensions, modifications, amendments or refinancings thereof.
Notwithstanding the foregoing, Guarantor Senior Indebtedness shall not include
(a) to the extent that it may constitute Indebtedness, any Obligation for
Federal, state, local or other taxes; (b) any Indebtedness among or between such
Guarantor and any Subsidiary of such Guarantor or any Affiliate of such
Guarantor or any of such Affiliate's Subsidiaries; unless, and for so long as
such Indebtedness has been pledged to secure obligations under or in respect of
Guarantor Senior Indebtedness; (c) to the extent that it may constitute
Indebtedness, any Obligation in respect of any trade payable Incurred for the
purchase of goods or materials, or for services obtained, in the ordinary course
of business; (d) that portion of any Indebtedness that is Incurred in violation
of the Indenture; (e) Indebtedness evidenced by such Guarantor's Guarantee of
the Notes; (f) Indebtedness of such Guarantor (excluding all Obligations of such
Guarantor's Guarantee of the Senior Subordinated Notes) that is expressly
subordinate or junior in right of payment to any other Indebtedness of such
Guarantor; (g) to the extent that it may constitute Indebtedness, any obligation
owing under leases (other than Capital Lease Obligations) or management
agreements; (h) any obligation that by operation of law is subordinate to any
general unsecured obligations of such Guarantor; and (i) Indebtedness of a
Guarantor to the extent such Indebtedness is owed to and held by any Federal,
state, local or other governmental authority.

          "HEDGING AGREEMENT" means, with respect to any Person, all interest
rate swap or similar agreements or foreign currency or commodity hedge, exchange
or similar agreements of such Person.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the
Obligations of such Person under Hedging Agreements.

          "HOLDERS" means the registered holders of the Notes.

          "INCUR" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing). Indebtedness of any Acquired Person or any of its
Subsidiaries existing at the time such Acquired Person becomes a Restricted
Subsidiary (or is merged into or consolidated with the Company or any Restricted
Subsidiary), whether or not such Indebtedness was Incurred in connection with,
as a result of, or in contemplation of, such Acquired Person becoming a
Restricted Subsidiary (or being merged into or consolidated with the Company or
any Restricted Subsidiary), shall be deemed Incurred at the time any such
Acquired Person becomes a Restricted Subsidiary or merges into or consolidates
with the Company or any Restricted Subsidiary.

          "INDEBTEDNESS" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed; (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations

                                      -10-
<Page>

incurred in connection with the acquisition of property, assets or businesses;
(c) every reimbursement obligation of such Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such Person; (d) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable incurred in the ordinary course of business and payable in accordance
with industry practices, or other accrued liabilities arising in the ordinary
course of business which are not overdue or which are being contested in good
faith); (e) every Capital Lease Obligation of such Person; (f) every net
obligation under Hedging Agreements of such Person; (g) every obligation of the
type referred to in clauses (a) through (f) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable for, directly or indirectly, as obligor,
guarantor or otherwise; and (h) any and all deferrals, renewals, extensions and
refundings of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (a) through (g) above.
Indebtedness (a) shall never be calculated taking into account any cash and cash
equivalents held by such Person; (b) shall not include obligations of any Person
(x) arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently drawn against insufficient
funds in the ordinary course of business, PROVIDED that such obligations are
extinguished within two Business Days of their incurrence, (y) resulting from
the endorsement of negotiable instruments for collection in the ordinary course
of business and consistent with past business practices and (z) under stand-by
letters of credit to the extent collateralized by cash or Cash Equivalents; (c)
which provides that an amount less than the principal amount thereof shall be
due upon any declaration of acceleration thereof shall be deemed to be incurred
or outstanding in an amount equal to the accreted value thereof at the date of
determination; (d) shall include the liquidation preference and any mandatory
redemption payment obligations in respect of any Disqualified Equity Interests
of the Company or any Restricted Subsidiary; and (e) shall not include
obligations under performance bonds, performance guarantees, surety bonds and
appeal bonds, letters of credit or similar obligations, incurred in the ordinary
course of business.

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

          "INDENTURE OBLIGATIONS" has the meaning provided in SECTION 11.01.

          "INSOLVENCY OR LIQUIDATION PROCEEDING" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

          "INTEREST" means, with respect to the Notes, any cash interest on the
Notes.

          "INTEREST PAYMENT DATE" means each semiannual interest payment date on
January 1 and July 1 of each year, commencing July 1, 2003.

          "INTEREST RECORD DATE" for the interest payable on any Interest
Payment Date (except a date for payment of defaulted interest) means the
December 15 or June 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                                      -11-
<Page>

          "INVESTMENT" means, with respect to any Person, any direct or indirect
loan, advance, guarantee or other extension of credit or capital contribution to
(by means of transfers of cash or other property or assets to others or payments
for property or services for the account or use of others, or otherwise), or
purchase or acquisition of capital stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person. For
purposes of the "Limitation on Restricted Payments" covenant, the amount of any
Investment shall be the original cost of such Investment, plus the cost of all
additions thereto, but without any other adjustments for increases or decreases
in value, or write-ups, write-downs or write-offs with respect to such
Investment; reduced by the payment of dividends or distributions in connection
with such Investment or any other amounts received in respect of such
Investment; PROVIDED, HOWEVER, that no such payment of dividends or
distributions or receipt of any such other amounts shall reduce the amount of
any Investment if such payment of dividends or distributions or receipt of any
such amounts would be included in Consolidated Net Income. If the Company or any
Restricted Subsidiary sells or otherwise disposes of any Voting Equity Interests
of any direct or indirect Restricted Subsidiary such that, after giving effect
to any such sale or disposition, the Company no longer owns, directly or
indirectly, greater than 50% of the outstanding Voting Equity Interests of such
Restricted Subsidiary, the Company shall be deemed to have made an Investment on
the date of any such sale or disposition.

          "ISSUE DATE" means the original issue date of the Notes.

          "JUNIOR SUBORDINATED INDEBTEDNESS" means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank PARI PASSU in right of payment with the Notes and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.

          "LIEN" means any lien, mortgage, charge, security interest,
hypothecation, assignment for security or encumbrance of any kind (including any
conditional sale or capital lease or other title retention agreement, any lease
in the nature thereof, and any agreement to give any security interest).

          "LIMITED ORIGINATOR RECOURSE" means a reimbursement obligation to the
Company or a Restricted Subsidiary in connection with a drawing on a letter of
credit, revolving loan commitment, cash collateral account or other such credit
enhancement issued to support Indebtedness of a Securitization Entity under a
facility for the financing of trade receivables; PROVIDED that the available
amount of any such form of credit enhancement at any time shall not exceed 15.0%
of the principal amount of such Indebtedness at such time.

          "MATURITY DATE" means the date, which is set forth on the face of the
Notes, on which the Notes will mature.

          "NET CASH PROCEEDS" means the aggregate proceeds in the form of cash
or Cash Equivalents received by the Company or any Restricted Subsidiary in
respect of any Asset Sale, including all cash or Cash Equivalents received upon
any sale, liquidation or other exchange of proceeds of Asset Sales received in a
form other than cash or Cash Equivalents, net of (a) the direct costs relating
to such Asset Sale (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and any relocation expenses
incurred as a result

                                      -12-
<Page>

thereof; (b) taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements); (c) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale; (d) amounts deemed, in good faith, appropriate by the Board of
Directors of the Company to be provided as a reserve, in accordance with GAAP,
against any liabilities associated with such assets which are the subject of
such Asset Sale; including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an officers' certificate delivered to the
Trustee (provided that the amount of any such reserves shall be deemed to
constitute Net Cash Proceeds at the time such reserves shall have been reversed
or are not otherwise required to be retained as a reserve); and (e) with respect
to Asset Sales by Restricted Subsidiaries, the portion of such cash payments
attributable to Persons holding a minority interest in such Restricted
Subsidiary.

          "NON-RECOURSE DEBT" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender; and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
the Notes) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and (iii) as to which the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries.

          "NOTE GUARANTEE" means the Form of Note Guarantee of each Guarantor to
be endorsed on each of the Notes substantially in the form of Exhibit A hereto.

          "NOTES" means the 10% Convertible Subordinated Notes due 2007, which
are issued under this Indenture.

          "OBLIGATIONS" means any principal, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

          "OFFER" has the meaning set forth in the definition of "Offer to
Purchase" below.

          "OFFER TO PURCHASE" means a written offer (the "OFFER") sent by or on
behalf of the Company by first-class mail, postage prepaid, to each Holder at
his address appearing in the register for the Notes on the date of the Offer
offering to purchase up to the principal amount of Notes specified in such Offer
at the purchase price specified in such Offer (as determined pursuant to the
Indenture if so required). Unless otherwise required by applicable law, the
Offer shall specify an expiration date (the "EXPIRATION DATE") of the Offer to
Purchase, which shall be not less than 20 Business Days nor more than 60 days
after the date of such Offer, and a settlement date (the "PURCHASE DATE") for
purchase of Notes to occur no later than five Business Days after the Expiration
Date. The Company shall notify the Trustee at least 5 Business Days

                                      -13-
<Page>

(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 written request, by
the Trustee in the name and at the expense of the Company. The Offer shall
contain all the information required by applicable law to be included therein.
The Offer shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also
state: (1) the Section of the Indenture pursuant to which the Offer to Purchase
is being made; (2) the Expiration Date and the Purchase Date; (3) the aggregate
principal amount of the outstanding Notes offered to be purchased by the Company
pursuant to the Offer to Purchase (including, if less than 100%, the manner by
which such amount has been determined pursuant to the Section of the Indenture
requiring the Offer to Purchase) (the "PURCHASE AMOUNT"); (4) the purchase price
to be paid by the Company for each $1,000 aggregate principal amount of Notes
accepted for payment (as specified pursuant to the Indenture) (the "PURCHASE
PRICE"); (5) that the Holder may tender all or any portion of the Notes
registered in the name of such Holder and that any portion of a Note tendered
must be tendered in an integral multiple of $1,000 principal amount; (6) the
place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase; (7) that interest on any Note 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 Note being 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 all or any portion of a
Note pursuant to the Offer to Purchase will be required to surrender such Note
at the place or places specified in the Offer prior to the close of business on
the Expiration Date (such Note 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); (10) that (a) if Notes in 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 Notes and (b) if Notes in 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 Notes having an aggregate
principal amount equal to the Purchase Amount on a pro rata basis (with such
adjustments as may be deemed appropriate so that only Notes in denominations of
$1,000 principal amount or integral multiples thereof shall be purchased); and
(11) that in the case of any Holder whose Note is purchased only in part, the
Company shall execute and the Trustee shall, upon receipt of a written order
signed by an Officer of the Company, authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes, 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 Note so tendered.

          An Offer to Purchase shall be governed by and effected in accordance
with the provisions above pertaining to any Offer.

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

                                      -14-
<Page>

          "OFFICERS CERTIFICATE" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer or Assistant Secretary of the Company
complying with SECTIONS 14.04 and 14.05.

          "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

          "PARTICIPANT" has the meaning provided in SECTION 2.15.

          "PAYING AGENT" has the meaning provided in SECTION 2.03.

          "PAYMENT BLOCKAGE NOTICE" has the meaning provided in SECTION 8.02(a).

          "PAYMENT BLOCKAGE PERIOD" has the meaning provided in SECTION 8.02(a).

          "PERMITTED HOLDER" means MatlinPatterson Global Opportunities Partners
L.P. and its Affiliates, The InterTech Group, Inc. and its Affiliates, Golder,
Thoma, Cressey Fund III Limited Partnership and its Affiliates, Jerry Zucker and
James G. Boyd and members of either of their immediate families and trusts of
which such persons are the beneficiaries.

          "PERMITTED INDEBTEDNESS" has the meaning provided in SECTION 4.04.

          "PERMITTED INVESTMENT" means (a) Cash Equivalents; (b) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (c) Hedging
Obligations; (d) bonds, notes, debentures or other securities received as a
result of Asset Sales permitted under SECTION 4.05 not to exceed 35% of the
total consideration for such Asset Sales; (e) Investments in the Company and
Investments in a Restricted Subsidiary or a Person that, as a result of or in
connection with such Investment, becomes a Restricted Subsidiary or is merged
with or into or consolidated with the Company or another Restricted Subsidiary;
(f) Investments existing as of the Issue Date; and (g) any Investment consisting
of a guarantee by a Restricted Subsidiary of Senior Indebtedness or any
guarantee of Indebtedness otherwise permitted by the Indenture.

          "PERMITTED JUNIOR SECURITIES" means any securities of the Company or
any other Person that are (i) equity securities without special covenants or
(ii) debt securities expressly subordinated in right of payment to all Senior
Indebtedness that may at the time be outstanding, to substantially the same
extent as, or to a greater extent than, the Notes are subordinated as provided
in the Indenture, in any event pursuant to a court order so providing and as to
which (a) the rate of interest on such securities shall not exceed the effective
rate of interest on the Notes on the date of the Indenture, (b) such securities
shall not be entitled to the benefits of covenants or defaults materially more
beneficial to the holders of such securities than those in effect with respect
to the Notes on the date of the Indenture and (c) such securities shall not
provide for amortization (including sinking fund and mandatory prepayment
provisions) commencing prior to the date six months following the final
scheduled maturity date of the Senior Indebtedness (as modified by the plan of
reorganization pursuant to which such securities are issued).

                                      -15-
<Page>

          "PERMITTED LIENS" means (a) Liens on property of a Person existing at
the time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary; PROVIDED, HOWEVER, that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not secure any
property or assets of the Company or any Restricted Subsidiary other than the
property or assets subject to the Liens prior to such merger or consolidation;
(b) Liens imposed by law such as carriers', warehousemen's and mechanics' Liens
and other similar Liens arising in the ordinary course of business which secure
payment of obligations not more than 60 days past due or which are being
contested in good faith and by appropriate proceedings; (c) Liens existing on
the Issue Date; (d) Liens securing only the Notes or the Guarantees; (e) Liens
in favor of the Company or any Restricted Subsidiary (including any such Liens
securing Indebtedness, to the extent and for so long as such Indebtedness is
pledged to secure Senior Indebtedness); (f) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; PROVIDED, HOWEVER, that any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made
therefor; (g) easements, reservation of rights of way, restrictions and other
similar easements, licenses, restrictions on the use of properties, or minor
imperfections of title that in the aggregate do not in any case materially
detract from the properties subject thereto or interfere with the ordinary
conduct of the business of the Company and the Restricted Subsidiaries; (h)
Liens resulting from the deposit of cash or notes in connection with contracts,
tenders or expropriation proceedings, or to secure workers' compensation, surety
or appeal bonds, costs of litigation when required by law and public and
statutory obligations or obligations under franchise arrangements entered into
in the ordinary course of business; (i) Liens securing Indebtedness consisting
of Capital Lease Obligations, Purchase Money Indebtedness, mortgage financings,
industrial revenue bonds or other monetary obligations, in each case incurred
solely for the purpose of financing all or any part of the purchase price or
cost of construction or installation of assets used in the business of the
Company or the Restricted Subsidiaries, or repairs, additions or improvements to
such assets, PROVIDED, HOWEVER, that (I) such Liens secure Indebtedness in an
amount not in excess of the original purchase price or the original cost of any
such assets or repair, addition or improvement thereto (plus an amount equal to
the reasonable fees and expenses in connection with the incurrence of such
Indebtedness), (II) such Liens do not extend to any other assets of the Company
or the Restricted Subsidiaries (and, in the case of repair, addition or
improvements to any such assets, such Lien extends only to the assets (and
improvements thereto or thereon) repaired, added to or improved), (III) the
Incurrence of such Indebtedness is permitted by SECTION 4.04 and (IV) such Liens
attach within 90 days of such purchase, construction, installation, repair,
addition or improvement; and (j) Liens to secure any refinancings, renewals,
extensions, modifications or replacements (collectively, "REFINANCING") (or
successive refinancings), in whole or in part, of any Indebtedness secured by
Liens referred to in the clauses above so long as such Lien does not extend to
any other property (other than improvements thereto).

          "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, limited
liability limited partnership, trust, unincorporated organization or government
or any agency or political subdivision thereof.

          "PHYSICAL NOTES" means one or more certificated Notes in registered
form.

                                      -16-
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          "POST-PETITION INTEREST" means, with respect to any Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument creating,
evidencing or governing such Indebtedness, whether or not, pursuant to
applicable law or otherwise, the claim for such interest is allowed as a claim
in such Insolvency or Liquidation Proceeding.

          "PREFERRED EQUITY INTEREST", in any Person, means an Equity Interest
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
Equity Interests of any other class in such Person.

          "PRINCIPAL" of a debt security means the principal of the security
plus, when appropriate, the premium, if any, on the security.

          "PURCHASE AMOUNT" has the meaning set forth in the definition of
"Offer to Purchase" above.

          "PURCHASE DATE" has the meaning set forth in the definition of "Offer
to Purchase" above.

          "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company or any
Restricted Subsidiary Incurred for the purpose of financing all or any part of
the purchase price, or the cost of construction or improvement of any property
used in the business of the Company; PROVIDED, HOWEVER, that the aggregate
principal amount of such Indebtedness does not exceed the lesser of the Fair
Market Value of such property or such purchase price or cost, including any
refinancing of such Indebtedness that does not increase the aggregate principal
amount (or accreted amount, if less) thereof as of the date of refinancing.

          "PURCHASE MONEY NOTE" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary of the Company in connection with a Qualified
Securitization Transaction, which note shall be repaid from cash available to
the Securitization Entity, other than amounts required to be established as
reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owning to such investors and amounts paid
in connection with the purchase of newly generated receivables.

          "PURCHASE PRICE" has the meaning set forth in the definition of "Offer
to Purchase" above.

          "QUALIFIED EQUITY INTEREST" in any Person means any Equity Interest in
such Person other than any Disqualified Equity Interest.

          "QUALIFIED SECURITIZATION TRANSACTION" means any transaction or series
of transactions pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization
Entity (in the case of a transfer by the Company or any of its Restricted
Subsidiaries) and (b) any other Person (in case of a transfer by

                                      -17-
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a Securitization Entity), or may grant a security interest in, any receivables
(whether now existing or arising or acquired in the future) of the Company or
any of its Restricted Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such receivables, all contracts and
contract rights and all guarantees or other obligations in respect of such
receivables, proceeds of such receivables and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving receivables (collectively, "TRANSFERRED ASSETS");
PROVIDED that in the case of any such transfer by the Company or any of its
Restricted Subsidiaries, the transferor receives cash or Purchase Money Notes in
an amount which (when aggregated with the cash and Purchase Money Notes received
by the Company and its Restricted Subsidiaries upon all other such transfers of
transferred assets during the 90 days preceding such transfer) is at least equal
to 75% of the aggregate face amount of all receivables so transferred during
such day and the 90 preceding days.

          "QUOTED PRICE" has the meaning provided in SECTION 13.01.

          "REDEMPTION DATE" when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.

          "REDEMPTION PRICE," when used with respect to any Note to be redeemed,
means the price fixed for such redemption pursuant to this Indenture as set
forth in the form of Note annexed hereto as Exhibit A,

          "REGISTRAR" has the meaning provided in SECTION 2.03.

          "REPLACEMENT ASSETS" has the meaning provided in SECTION 4.05.

          "RESTRICTED INVESTMENT" means any Investment other than a Permitted
Investment.

          "RESTRICTED PAYMENTS" has the meaning provided in SECTION 4.06.

          "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a resolution of
the Board of Directors of the Company delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to SECTION 4.10. Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of such covenant.

          "RESTRUCTURED CREDIT FACILITY" means the Third Amended, Restated and
Consolidated Credit Agreement, dated as of March 5, 2003, as in effect on the
date hereof, by and among the Company, the Subsidiaries of the Company
identified on the signature pages thereof and any Subsidiary that is later added
thereto, the lenders named therein, and JPMorgan Chase Bank, as Administrative
Agent, as further amended, including any deferrals, renewals, extensions,
replacements, refinancings, restructurings or refundings thereof, or amendments,
modifications or supplements thereto and any agreement providing therefor
(including any restatements thereof and any increases in the amount of the
commitment thereunder), whether by or with the same or any other lender,
creditor, group of lenders or group of creditors, and including related notes,
guarantee and note agreements and other instruments and agreements executed in
connection therewith.

                                      -18-
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          "REVOCATION" has the meaning provided in SECTION 4.10.

          "RIGHTS" has the meaning provided in SECTION 13.18.

          "RIGHTS AGREEMENT" has the meaning provided in SECTION 13.18.

          "SEC" OR "COMMISSION" means the Securities and Exchange Commission.

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

          "SECURITIZATION ENTITY" means either a Wholly Owned Restricted
Subsidiary of the Company (or another Person in which the Company or any
Restricted Subsidiary of the Company makes an Investment and to which the
Company or any Restricted Subsidiary of the Company transfers receivables and
related assets) or an Unrestricted Subsidiary that engages in no activities
other than in connection with the financing of receivables and that is
designated by the Board of the Directors of the Company (as provided below) as a
Securitization Entity (a) no portion of the Indebtedness or any other
Obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any Restricted Subsidiary of the Company other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse, (ii) is recourse to
or obligates the Company or any Restricted Subsidiary of the Company (other than
the Securitization Entity) in any way other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse or (iii) subjects any
property or asset of the Company or any Restricted Subsidiary of the Company
(other than the Securitization Entity), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse, (b) with which
neither the Company nor any Restricted Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing receivables of such entity and (c) to which neither
the Company nor any Restricted Subsidiary of the Company has any obligation to
maintain or preserve such entity's financial condition or cause such entity to
achieve certain levels of operating results. Any such designation by the Board
of Directors of the Company shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

          "SENIOR INDEBTEDNESS" means, at any date, (a) all Obligations of the
Company under the Restructured Credit Facility; (b) all Hedging Obligations of
the Company; (c) all Obligations of the Company under stand-by letters of
credit; (d) all Obligations of the Company under the Senior Subordinated Notes
and (e) all other Indebtedness of the Company for borrowed money, including
principal, premium, if any, and interest (including Post-Petition Interest) on
such Indebtedness, unless the instrument under which such Indebtedness of the
Company for money borrowed is Incurred expressly provides that such Indebtedness
for money borrowed is not senior or superior in right of payment to the Notes,
and all renewals, extensions, modifications, amendments or refinancings thereof.
Notwithstanding the foregoing, Senior

                                      -19-
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Indebtedness shall not include (a) to the extent that it may constitute
Indebtedness, any Obligation for Federal, state, local or other taxes; (b) any
Indebtedness among or between the Company and any Subsidiary of the Company or
any Affiliate of the Company or any of such Affiliate's Subsidiaries; unless and
for so long as such Indebtedness has been pledged to secure obligations under or
in respect of Senior Indebtedness; (c) to the extent that it may constitute
Indebtedness, any Obligation in respect of any trade payable Incurred for the
purchase of goods or materials, or for services obtained, in the ordinary course
of business; (d) Indebtedness of the Company that is PARI PASSU with, or
expressly subordinate or junior in right of payment to, the Notes; (e) to the
extent that it may constitute Indebtedness, any obligation owing under leases
(other than Capital Lease Obligations) or management agreements; (f) any
obligation that by operation of law is subordinate to any general unsecured
obligations of the Company; and (g) Indebtedness of the Company to the extent
such Indebtedness is owed to and held by any Federal, state, local or other
governmental authority.

          "SENIOR SUBORDINATED NOTES" means the 10% Senior Subordinated Notes
due 2007.

          "SIGNIFICANT RESTRICTED SUBSIDIARY" means, at any date of
determination, (a) any Restricted Subsidiary that, together with its
Subsidiaries that constitute Restricted Subsidiaries (i) for the most recent
fiscal year of the Company accounted for more than 20.0% of the consolidated
revenues of the Company and the Restricted Subsidiaries or (ii) as of the end of
such fiscal year, owned more than 20.0% of the consolidated assets of the
Company and the Restricted Subsidiaries, all as set forth on the consolidated
financial statements of the Company and the Restricted Subsidiaries for such
year prepared in conformity with GAAP and (b) any Restricted Subsidiary which,
when aggregated with all other Restricted Subsidiaries that are not otherwise
Significant Restricted Subsidiaries and as to which any event described in
clause (i) of Section 6.01 has occurred, would constitute a Significant
Restricted Subsidiary under clause (a) of this definition.

          "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company that are reasonably customary in receivables
securitization transactions.

          "STATED MATURITY" means, when used with respect to any Note or any
installment of interest thereon, the date specified in such Note as the fixed
date on which the principal of such Note or such installment of interest is due
and payable.

          "SUBORDINATED INDEBTEDNESS" means, with respect to the Company or any
Guarantor, any Indebtedness of the Company or such Guarantor, as the case may
be, which is PARI PASSU with, or expressly subordinated in right of payment to,
the Notes or such Guarantor's Guarantee, as the case may be.

          "SUBSIDIARY" means, with respect to any Person, (a) any corporation of
which the outstanding Voting Equity Interests having at least a majority of the
votes entitled to be cast in the election of directors shall at the time be
owned, directly or indirectly, through one or more Persons by such Person, or
(b) any other Person of which at least a majority of Voting Equity Interests are
at the time, directly or indirectly, owned by such first named Person.

                                      -20-
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          "SURVIVING PERSON" means, with respect to any Person involved in or
that makes any Disposition, the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa77bbbb), as amended, as in effect on the date of this Indenture (except as
provided in Section 10.03) until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA.

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

          "TRUST OFFICER" means any officer within the corporate trust
department (or any successor group of the Trustee) including 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 the persons who at that title shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such trust matter is referred because of his knowledge of and familiarity
with the particular subject.

          "UNITED STATES GOVERNMENT OBLIGATIONS" means direct noncallable
obligations of the United States of America for the payment of which the full
faith and credit of the United States is pledged.

          "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company
designated as such pursuant to SECTION 4.10. Any such designation may be revoked
by a resolution of the Board of Directors of the Company delivered to the
Trustee, subject to SECTION 4.10.

          "UNUTILIZED NET CASH PROCEEDS" has the meaning provided in SECTION
4.05(a).

          "VOTING EQUITY INTERESTS" means Equity Interests in a corporation or
other Person with voting power under ordinary circumstances entitling the
holders thereof to elect the Board of Directors or other governing body of such
corporation or Person.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one twelfth) that will elapse
between such date and the making of such payment, by (b) the then outstanding
aggregate principal amount of such Indebtedness.

          "WHOLLY OWNED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
all of the outstanding Voting Equity Interests (other than directors' qualifying
shares) of which are owned, directly or indirectly, by the Company and/or one or
more Wholly Owned Restricted Subsidiaries.

SECTION 1.02.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                                      -21-
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          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

          "COMMISSION" means the SEC.

          "INDENTURE SECURITIES" means the Notes.

          "INDENTURE SECURITY HOLDER" means a Holder.

          "INDENTURE TO BE QUALIFIED" means this Indenture.

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

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

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

SECTION 1.03.   RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles in effect
     from time to time, and any other reference in this Indenture to "generally
     accepted accounting principles' refers to 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; and

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

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.   FORM AND DATING.

                                      -22-
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          The Notes and the Trustee's certificate of authentication thereof
shall be substantially in the form of EXHIBIT A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements (including the Note Guarantee) required by
law, stock exchange rule or usage. The Company and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement (including the Note
Guarantee) on them. Each Note shall be dated the date of its issuance and shall
show the date of its authentication.

          The Notes offered and exchanged in reliance on Section 1145 of Title
11 of the U.S. Code shall be issued in the form of a Global Note, substantially
in the form set forth in EXHIBIT A hereto, deposited with the Trustee, as
custodian for the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided with the Guarantees of the Guarantors
endorsed thereon and shall bear the legend set forth in EXHIBIT B hereto. The
aggregate principal amount of the Global Note may from time to time be decreased
by adjustments made on the records of the Trustee, as custodian for the
Depository, as hereinafter provided. Notes issued in exchange for interests in a
Global Note pursuant to SECTION 2.L5 may be issued in the form of Physical Notes
in substantially the form set forth in EXHIBIT A.

SECTION 2.02.   EXECUTION AND AUTHENTICATION.

          Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature.

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

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

          The Trustee shall authenticate the Notes for original issue in an
aggregate principal amount not to exceed $50,000,000 upon receipt of a written
order of the Company signed by an Officer of the Company in the form of an
Officers' Certificate. Such written order shall specify the amount of Notes to
be authenticated and the date on which the Notes are to be authenticated,
whether the Notes are to be issued as Physical Notes or Global Notes and such
other information as the Trustee may reasonably request. The aggregate principal
amount of Notes outstanding at any time may not exceed $50,000,000 except as
provided in SECTIONS 2.07 and 2.08.

          All Notes issued under this Indenture shall vote and consent together
on all matters (as to which any of such Notes may vote or consent) as one class
and no series of Notes will have the right to vote or consent as a separate
class on any matter.

                                      -23-
<Page>

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

          The Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof.

SECTION 2.03.   REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency, which may be in the
Borough of Manhattan, The City of New York, where (a) Notes may be presented or
surrendered for registration of transfer or for exchange (the "REGISTRAR") (b)
Notes may be presented or surrendered for payment (the "PAYING AGENT") and (c)
notices and demands in respect of the Notes and this Indenture may be served.
The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company, upon written notice to the Trustee, may appoint one or
more co-Registrars and one or more additional Paying Agents. The term "PAYING
AGENT" includes any additional Paying Agent. Except as provided herein, the
Company or any Guarantor may act as Paying Agent, Registrar or co-Registrar.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee in writing of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
SECTION 7. 07.

          The Company initially appoints the Trustee as Registrar and Paying
Agent until such time as the Trustee has resigned or a successor has been
appointed.

SECTION 2.04.   PAYING AGENT TO HOLD ASSETS IN TRUST.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, or interest on, the Notes, and shall notify the Trustee in writing
of any Default by the Company in making any such payment. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the Paying Agent shall have no further
liability for such assets. If the Company, any Guarantor or any of their
respective Affiliates acts as Paying Agent, it shall, on or before each due date
of the principal of, or interest on, the Notes, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal or interest so becoming due until such sums shall be paid to such

                                      -24-
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Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

SECTION 2.05.   HOLDER LISTS.

          The Company shall deliver to the Trustee and 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 shall furnish to the Trustee before each Interest Record
Date and at such other times as the Trustee may request in writing a list as of
such date and in such form as the Trustee may reasonably require of the names
and addresses of Holders, which list may be conclusively relied upon by the
Trustee.

SECTION 2.06.   TRANSFER AND EXCHANGE.

          Subject to the provisions of SECTIONS 2.15, when Notes are presented
to the Registrar or a co-Registrar with a request to register the transfer of
such Notes or to exchange such Notes for an equal principal amount of Notes of
other authorized denominations of the same series, the Registrar or co-Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; PROVIDED HOWEVER, that the Notes
surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar or co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing. To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate upon receipt of a
written order signed by an Officer of the Company in the form of an Officer's
Certificate Notes at the Registrar's or co-Registrar's written request. No
service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or other governmental charge payable upon exchanges or transfers
pursuant to SECTION 2.02, 2.10, 3.06, 4.05, or 10.05). The Registrar or
co-Registrar shall not be required to register the transfer or exchange of any
Note (i) during a period beginning at the opening of business 15 days before the
mailing of a notice of redemption of Notes and ending at the close of business
on the day of such mailing and (ii) selected for redemption in whole or in part
pursuant to Article Three hereof, except the unredeemed portion of any Note
being redeemed in part.

          Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee and any Agent of the Company shall treat the
person in whose name the Note is registered as the owner thereof for all
purposes whether or not the Note shall be overdue, and neither the Company, the
Trustee nor any such Agent shall be affected by notice to the contrary. Any
Holder of a beneficial interest in a Global Note shall, by acceptance of such
beneficial interest in a Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book entry system
maintained by the Depository (or its agent), and that ownership of a beneficial
interest in a Global Note shall be required to be reflected in a book entry.

          Each Holder of a Note agrees to indemnify the Trustee against any
liability, cost and expense that may result from the transfer, exchange or
assignment of such Holder's Note in

                                      -25-
<Page>

violation of any provision of this Indenture and/or applicable United States
federal or state securities law.

SECTION 2.07.   REPLACEMENT NOTES.

          If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall upon receipt of a written order signed
by an Officer of the Company in the form of an Officer's Certificate
authenticate a replacement Note if the Trustee's requirements for replacement of
Notes under this Indenture are met. If required by the Company or the Trustee,
such Holder must provide an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee and any Agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Note, including reasonable fees and expenses of counsel.

          Every replacement Note is an additional obligation of the Company.

SECTION 2.08.   OUTSTANDING NOTES.

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

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

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

SECTION 2.09.   TREASURY NOTES.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or the Guarantors or any of their respective Subsidiaries shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Trust Officer of the Trustee actually knows are so owned shall be
disregarded.

          The Company shall notify the Trustee, in writing, when it, any
Guarantor or any of their respective Subsidiaries repurchases or otherwise
acquires Notes, of the aggregate principal amount of such Notes so repurchased
or otherwise acquired.

                                      -26-
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SECTION 2.10.   TEMPORARY NOTES

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated.

          Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company considers appropriate for temporary
Notes. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate upon receipt of a written order of the Company pursuant to
SECTION 2.02 definitive Notes in exchange for temporary Notes.

SECTION 2.11.   CANCELLATION.

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

SECTION 2.12.   DEFAULTED INTEREST.

          The Company shall pay interest on overdue principal from time to time
on demand at the rate of interest then borne by the Notes. The Company shall, to
the extent lawful, pay interest on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the rate
of interest then borne by the Notes.

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day preceding the date
fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

          Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30 day period set forth in SECTION 6.01(b) shall be paid to
Holders as of the Interest Record Date for the Interest Payment Date for which
interest has not been paid.

SECTION 2.13.   CUSIP NUMBER.

                                      -27-
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          The Company in issuing the Notes will use a "CUSIP" number and the
Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any changes in CUSIP numbers.

SECTION 2.14.   DEPOSIT OF MONEYS.

          Prior to 10:00 a.m. New York City time on each Interest Payment Date,
Redemption Date, Purchase Date and the Final Maturity Date, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient to
make cash payments, if any, due on such Interest Payment Date, Redemption Date,
Purchase Date or Final Maturity Date, as the case may be, in a timely manner
which permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, Redemption Date, Purchase Date or Final Maturity Date, as the case
may be.

SECTION 2.15.   BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

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

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

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

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

                                      -28-
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of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and amount.

          (d) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b) of this SECTION 2.15, the Global
Notes shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon receipt of written
instructions from the Company signed by an Officer of the Company authenticate
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in the Global Notes, an equal aggregate principal
amount of Physical Notes of authorized denominations.

          (e) the Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Notes and the Trustee is entitled to rely upon any
electronic instructions from beneficial owners to the Holder of any Global Note.

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

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

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.   NOTICES TO TRUSTEE.

          If the Company wants to redeem Notes pursuant to paragraph 5 of the
Notes at the applicable redemption price set forth thereon, it shall notify the
Trustee in writing of the Redemption Date and the principal amount of Notes to
be redeemed. The Company shall give such notice to the Trustee at least 60 days
before the Redemption Date (unless a shorter notice shall be agreed to by the
Trustee in writing), together with an Officers' Certificate stating that such
redemption will comply with the conditions contained herein.

SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED.

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          If less than all of the Notes are to be redeemed pursuant to paragraph
5 of the Notes, the Trustee shall select the Notes to be redeemed in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not then listed on a national
securities exchange, on a PRO RATA basis based upon the aggregate principal
amount of Notes held by such Holder, or in such other manner as the Trustee
shall deem fair and appropriate. The Trustee shall make the selection from the
Notes then outstanding, subject to redemption and not previously called for
redemption.

          The Trustee may select for redemption pursuant to paragraph 5 of the
Notes portions of the principal amount of Notes that have denominations equal to
or larger than $1,000 principal amount. Notes and portions of them the Trustee
so selects shall be in amounts of $1,000 principal amount or integral multiples
thereof or less than $1,000 if the redemption constitutes the remaining portion
of the Notes. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

SECTION 3.03.   NOTICE OF REDEMPTION.

          At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail to each Holder
whose Notes are to be redeemed at such Holder's registered address.

          Each notice of redemption shall identify the Notes to be redeemed
(including the CUSIP number thereon), or the portion of the principal amount to
be redeemed if any Note is to be redeemed in part only, and shall state:

          (1) the Redemption Date;

          (2) the redemption price for the Notes and accrued and unpaid
     interest, if any;

          (3) the name and address of the Paying Agent to which the Notes are to
     be surrendered for redemption;

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

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

          (6) in the case of any redemption pursuant to paragraph 5 of the
     Notes, if any Note is being redeemed in part, the portion of the principal
     amount of such Note to be redeemed and that, after the Redemption Date,
     upon surrender of such Note, a new Note or Notes in principal amount equal
     to the unredeemed portion thereof will be issued.

          At the Company's written request, the Trustee shall give the notice of
redemption on behalf of the Company, in the Company's name and at the Company's
expense.

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SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION.

          Once a notice of redemption is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the redemption price. Upon
surrender to the Paying Agent, such Notes shall be paid at the redemption price,
plus accrued interest thereon, if any, to the Redemption Date, but interest
installments whose maturity is on or prior to such Redemption Date shall be
payable to the Holders of record at the close of business on the relevant
Interest Record Date.

SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE.

          At least one Business Day before the Redemption Date, the Company
shall deposit with the Paying Agent (or if the Company is its own Paying Agent,
shall, on or before the Redemption Date, segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest, if any, on all
Notes to be redeemed on that date other than Notes or portions thereof called
for redemption on that date which have been delivered by the Company to the
Trustee for cancellation.

          If any Note surrendered for redemption in the manner provided in the
Notes shall not be so paid on the Redemption Date due to the failure of the
Company to deposit with the Paying Agent money sufficient to pay the redemption
price thereof, the principal and accrued and unpaid interest, if any, thereon
shall, until paid or duly provided for, bear interest as provided in SECTIONS
2.12 and 4.01 with respect to any payment default.

SECTION 3.06.   NOTES REDEEMED IN PART.

          Upon surrender of a Note that is redeemed in, part, the Trustee shall
upon receipt of a written order signed by an Officer of the Company authenticate
for the Holder a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.   PAYMENT OF NOTES.

          The Company shall pay the principal of and interest on the Notes in
the manner provided in the Notes. An installment of principal or interest shall
be considered paid on the date due if the Trustee or Paying Agent (other than
the Company, a Guarantor or any of their respective Affiliates) holds on that
date money designated for and sufficient to pay the installment in full and is
not prohibited from paying such money to the Holders of the Notes pursuant to
the terms of this Indenture.

          The Company shall pay cash interest on overdue principal at the same
rate per annum borne by the Notes. The Company shall pay cash interest on
overdue installments of interest at the same rate per annum borne by the Notes,
to the extent lawful, as provided in SECTION 2.12.

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SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall give prompt written notice to the Trustee of the
location of the office or agency where the Notes may be presented or surrendered
for payment, where the Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in SECTION 14. The Company hereby
initially designates the Trustee at its address set forth in SECTION 14.02 as
its office or agency in The Borough of Manhattan, The City of New York, for such
purposes.

SECTION 4.03.   TRANSACTIONS WITH AFFILIATES.

          The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into any
transaction (or series of related transactions) with or for the benefit of any
of their respective Affiliates or any officer, director or employee of the
Company or any Restricted Subsidiary (each an "AFFILIATE TRANSACTION"), unless
(i) such Affiliate Transaction is on terms which are no less favorable to the
Company or such Restricted Subsidiary, as the case may be, than would be
available in a comparable transaction with an unaffiliated third party and (ii)
(A) if such Affiliate Transaction (or series of related Affiliate Transactions)
involves aggregate payments or the transfer of other consideration between the
Company and an Affiliate of the Company having a Fair Market Value in excess of
$25.0 million, such Affiliate Transaction is in writing and the Company delivers
an Officer's Certificate to the Trustee certifying that such Affiliate
Transaction (or series of Affiliate Transactions) complies with the foregoing
provisions, (B) if such Affiliate Transaction (or series of related Affiliate
Transactions) involves aggregate payments or the transfer of other consideration
between the Company and an Affiliate of the Company having a Fair Market Value
in excess of $25.0 million, such Affiliate Transaction is in writing and a
majority of the disinterested members of the Board of Directors of the Company
shall have approved such Affiliate Transaction and determined that such
Affiliate Transaction complies with the foregoing provisions.

          Notwithstanding the foregoing, the restrictions set forth in this
covenant shall not apply to (i) transactions with or among the Company and any
Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted
Subsidiaries; (ii) reasonable fees and compensation paid to and indemnity
provided on behalf of, officers, directors, employees, consultants or agents of
the Company or any Subsidiary of the Company as determined in good faith by the
Company's Board of Directors; (iii) the issuance of, or the payment of the
principal, interest or any other amounts due on, the Senior Subordinated Notes;
(iv) any Restricted Payments made in compliance with SECTION 4.06; (v) loans and
advances to officers, directors and employees of the Company or any Restricted
Subsidiary for travel, entertainment, moving and other relocation expenses, in
each case made in the ordinary course of business for bona fide business
purposes of the Company or a Restricted Subsidiary; (vi) entering into by the
Company and any of its consolidated Restricted Subsidiaries of a tax sharing or
similar arrangement; and

                                      -32-
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(vii) entering into by the Company and any of its Restricted Subsidiaries a
Qualified Securitization Transaction.

SECTION 4.04.   LIMITATION ON INDEBTEDNESS.

          The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness), except for Permitted Indebtedness; PROVIDED, HOWEVER,
that the Company and any Restricted Subsidiary may Incur Indebtedness if, at the
time of and immediately after giving pro forma effect to such Incurrence of
Indebtedness and the application of the proceeds therefrom, the Consolidated
Coverage Ratio would be greater than 1.0 to 1.0.

          The foregoing limitations will not apply to the Incurrence by the
Company or any Restricted Subsidiary of any of the following (collectively,
"PERMITTED INDEBTEDNESS"), each of which shall be given independent effect:

          (a) Indebtedness under the Notes, the Senior Subordinated Notes and
other indebtedness outstanding on the Issue Date;

          (b) Indebtedness Incurred pursuant to (i) the Restructured Credit
Facility and/or (ii) any other agreements or indentures governing Senior
Indebtedness if at the time of and immediately after giving effect thereto, the
aggregate consolidated Indebtedness Incurred under both clauses (i) and (ii)
would not exceed $800.0 million at any one time outstanding; PROVIDED, HOWEVER,
that such $800.0 million shall be reduced (without duplication) by the amount of
any repayment of Indebtedness under the Restructured Credit Facility pursuant to
SECTION 4.05;

          (c) Indebtedness of any Restricted Subsidiary owed to and held by the
Company or any Guarantor, other Indebtedness of the Company owed to and held by
any Guarantor which is unsecured and subordinated in right of payment to the
payment and performance of the Company's obligations under any Senior
Indebtedness, the Indenture and the Notes and Indebtedness of a Foreign
Restricted Subsidiary that is not a Guarantor owed to and held by any other
Restricted Subsidiary that is not a Guarantor; PROVIDED, HOWEVER, that an
Incurrence of Indebtedness that is not permitted by this clause (c) shall be
deemed to have occurred upon (i) any sale or other disposition of any
Indebtedness of the Company or any Restricted Subsidiary referred to in this
clause (c) to a Person (other than the Company or a Guarantor), (ii) any sale or
other disposition of Equity Interests of any Guarantor which holds Indebtedness
of the Company or another Restricted Subsidiary such that such Guarantor ceases
to be a Guarantor and (iii) the designation of a Restricted Subsidiary that is a
Guarantor and which holds Indebtedness of the Company or any other Restricted
Subsidiary as an Unrestricted Subsidiary.

          (d) the Guarantees and guarantees by any Guarantor of Indebtedness of
the Company permitted under this SECTION 4.04; PROVIDED, HOWEVER, that if such
guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor
shall be senior to such Guarantor's guarantee of Subordinated Indebtedness;

          (e) Hedging Obligations of the Company or any Guarantor entered into
in the ordinary course of business;

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          (f) Purchase Money Indebtedness and Capital Lease Obligations which do
not exceed $50.0 million in the aggregate at any one time outstanding;

          (g) Indebtedness to the extent representing a replacement, renewal,
refinancing or extension (collectively, a "REFINANCING") of outstanding
Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the
first paragraph of this covenant or clause (b) of this paragraph of this
covenant; PROVIDED, HOWEVER, that (i) any such refinancing shall not exceed the
sum of the principal amount (or accreted amount (determined in accordance with
GAAP), if less) of the Indebtedness being refinanced, plus the amount of accrued
interest thereon, plus the amount of any reasonably determined prepayment
premium necessary to accomplish such refinancing and such reasonable fees and
expenses Incurred in connection therewith, (ii) Indebtedness representing a
refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari
passu with the Notes may only be refinanced with Indebtedness that is made pari
passu with or subordinate in right of payment to the Notes and Subordinated
Indebtedness may only be refinanced with Subordinated Indebtedness, (iv) no
Restricted Subsidiary that is not a Guarantor may Incur Indebtedness to
refinance Indebtedness of the Company or any Guarantor and (v) Indebtedness of
the Company may only be refinanced by Indebtedness of the Company and
Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness
of such Restricted Subsidiary or by the Company;

          (h) In addition to the items referred to in clauses (a) through (f)
above, Indebtedness of the Company (including any Indebtedness under the
Restructured Credit Facility that utilizes this subparagraph (h)) having an
aggregate principal amount not to exceed $200.0 million at any one time
outstanding; and

          (i) Indebtedness of a Securitization Entity in a Qualified
Securitization Transaction that is Non-Recourse Debt with respect to the Company
and its other Restricted Subsidiaries (except for Standard Securitization
Undertakings and Limited Originator Recourse).

SECTION 4.05.   DISPOSITION OF PROCEEDS OF ASSET SALES.

          (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless
(i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration for such Asset Sale at least equal to the Fair Market Value of the
assets sold or otherwise disposed of and (ii) at least 65% of such consideration
consists of (A) cash or Cash Equivalents, or (B) properties, capital assets and
interests in joint ventures (however structured) that replace the properties and
assets that were the subject of such Asset Sale or in properties and capital
assets that will be used in the business of the Company and its Restricted
Subsidiaries as existing at such time or in businesses reasonably related
thereto (as determined in good faith by the Company's Board of Directors)
("REPLACEMENT ASSETS"). The amount of any Indebtedness (other than any
Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is
actually assumed by the transferee in such Asset Sale and from which the Company
and the Restricted Subsidiaries are fully and unconditionally released shall be
deemed to be cash for purposes of determining the percentage of cash
consideration received by the Company or the Restricted Subsidiaries.

                                      -34-
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          The Company or such Restricted Subsidiary, as the case may be, may (i)
apply the Net Cash Proceeds of any Asset Sale to repay Senior Indebtedness and
permanently reduce any related commitment, or (ii) make an Investment in
Replacement Assets within 270 days of receipt thereof.

          To the extent all or part of the Net Cash Proceeds of any Asset Sale
are not applied within 270 days of such Asset Sale as described in clause (i) or
(ii) of the immediately preceding paragraph (such Net Cash Proceeds, the
"UNUTILIZED NET CASH PROCEEDS"), the Company shall, within 45 days after such
270th day, make an Offer to Purchase all outstanding Notes and other Junior
Subordinated Indebtedness, PRO RATA, up to a maximum principal amount (expressed
as a multiple of $1,000) of Notes and other Junior Subordinated Indebtedness
equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to
100% of the principal amount thereof (or the accreted value of such other Junior
Subordinated Indebtedness, if such other Junior Subordinated Indebtedness is
issued at a discount), plus accrued and unpaid interest thereon, if any, to the
Purchase Date; PROVIDED, HOWEVER, that the Offer to Purchase may be deferred
until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of
$25.0 million, at which time the entire amount of such Unutilized Net Cash
Proceeds, and not just the amount in excess of $25.0 million, shall be applied
as required pursuant to this paragraph.

          (b) With respect to any Offer to Purchase effected pursuant to this
covenant, among the Notes and other Junior Subordinated Indebtedness, to the
extent the aggregate principal amount of Notes and other Junior Subordinated
Indebtedness tendered pursuant to such Offer to Purchase exceeds the Unutilized
Net Cash Proceeds to be applied to the repurchase thereof, such Notes and other
Junior Subordinated Indebtedness shall be purchased PRO RATA based on the
aggregate principal amount of such Notes and other Junior Subordinated
Indebtedness tendered (or the accreted value of such other Junior Subordinated
Indebtedness, if such other Junior Subordinated Indebtedness is issued at a
discount) by each holder of Notes and such other Junior Subordinated
Indebtedness. To the extent the Unutilized Net Cash Proceeds exceed the
aggregate amount of Notes and other Junior Subordinated Indebtedness tendered
pursuant to such Offer to Purchase, the Company may retain and utilize any
portion of the Unutilized Net Cash Proceeds not applied to repurchase the Notes
and other Junior Subordinated Indebtedness for any purpose consistent with the
other terms of the Indenture.

          (c) On or prior to the Purchase Date specified in the Offer to
Purchase, the Company shall (i) subject to paragraph (b) of this SECTION 4.05,
accept for payment all Notes validly tendered pursuant to the Offer, (ii)
deposit with the Paying Agent or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in SECTION 2.04, money sufficient
to pay the Purchase Price of all Notes or portions thereof so accepted and (iii)
deliver or cause to be delivered to the Trustee for cancellation all Notes so
accepted together with an Officers' Certificate stating the Notes 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 Notes so accepted,
payment in an amount equal to the Purchase Price for such Notes, and the Trustee
shall promptly authenticate and mail or deliver to each Holder of Notes a new
Note or Notes equal in principal amount to any unpurchased portion of the Note
surrendered as requested by the Holder. Any Note not accepted for payment shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Offer on or as soon as
practicable after the Purchase Date.

                                      -35-
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          (d) In the event that the Company makes an Offer to Purchase the Notes
and other Junior Subordinated Indebtedness, the Company shall comply with any
applicable securities laws and regulations, and any violation of the provisions
of this Indenture relating to such Offer to Purchase occurring as a result of
such compliance shall not be deemed a Default or an Event of Default.

          (e) Each Holder shall be entitled to tender all or any portion of the
Notes owned by such Holder pursuant to the Offer to Purchase, subject to the
requirement that any portion of a Note tendered must be tendered in an integral
multiple of $1,000 principal amount and subject to any proration among tendering
Holders and other Junior Subordinated Indebtedness as described above.

SECTION 4.06.   LIMITATION ON RESTRICTED PAYMENTS.

          The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly,

                (i)    declare or pay any dividend or any other distribution on
     any Equity Interests of the Company or any Restricted Subsidiary or make
     any payment or distribution to the direct or indirect holders (in their
     capacities as such) of Equity Interests of the Company or any Restricted
     Subsidiary (other than Class C Dividends and any dividends, distributions
     and payments made to the Company or any Restricted Subsidiary and dividends
     or distributions payable to any Person solely in Qualified Equity Interests
     of the Company or in options, warrants or other rights to purchase
     Qualified Equity Interests of the Company);

                (ii)   purchase, redeem or otherwise acquire or retire for value
     any Equity Interests of the Company or any Restricted Subsidiary (other
     than the Notes and any Equity Interests owned by the Company or any
     Restricted Subsidiary);

                (iii)  purchase, redeem, defease or retire for value, or make
     any principal payment on, prior to any scheduled maturity, scheduled
     repayment or scheduled sinking fund payment, any Subordinated Indebtedness
     other than any such action taken on a pro-rata basis with the Notes (other
     than any Subordinated Indebtedness of any Subsidiary held by the Company);
     or

                (iv)   make any Investment in any Person (other than Permitted
     Investments)

(any such payment or any other action (other than any exception thereto)
described in (i), (ii), (iii) or (iv) each, a "RESTRICTED PAYMENT"), unless

          (a) no Default or Event of Default shall have occurred and be
continuing at the time or immediately after giving effect to such Restricted
Payment;

          (b) immediately after giving effect to such Restricted Payment, the
Company would be able to Incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under the Consolidated Coverage Ratio of the first
paragraph of SECTION 4.04; and

                                      -36-
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          (c) immediately after giving effect to such Restricted Payment, the
aggregate amount of all Restricted Payments declared or made on or after the
Issue Date does not exceed an amount equal to the sum of (1) 50% of cumulative
Consolidated Net Income determined for the period (taken as one period) from the
Issue Date and ending on the last day of the most recent fiscal quarter
immediately preceding the date of such Restricted Payment for which consolidated
financial information of the Company is available (or if such cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss), PLUS (2) the
aggregate net cash proceeds received by the Company either (x) as capital
contributions to the Company after the Issue Date or (y) from the issue and sale
(other than to a Restricted Subsidiary) of its Qualified Equity Interests after
the Issue Date (excluding the net proceeds from any issuance and sale of
Qualified Equity Interests financed, directly or indirectly, using funds
borrowed from the Company or any Restricted Subsidiary until and to the extent
such borrowing is repaid), PLUS (3) the principal amount (or accreted amount
(determined in accordance with GAAP), if less) of any Indebtedness of the
Company or any Restricted Subsidiary Incurred after the Issue Date which has
been converted into or exchanged for Qualified Equity Interests of the Company,
PLUS (4) without duplication of any amounts included in clause (i) above, in the
case of the disposition or repayment of, or the receipt by the Company or any
Restricted Subsidiary of any dividends or distributions from, any Investment
constituting a Restricted Payment made after the Issue Date, an amount equal to
the lesser of the amount of such Investment and the amount received by the
Company or any Restricted Subsidiary upon such disposition, repayment, dividend
or distribution, PLUS (5) in the event the Company or any Restricted Subsidiary
makes any Investment in a Person that, as a result of or in connection with such
Investment, becomes a Restricted Subsidiary, an amount equal to the Company's or
any Restricted Subsidiary's existing Investment in such Person that was
previously treated as a Restricted Payment, PLUS (6) so long as the Designation
thereof was treated as a Restricted Payment made after the Issue Date, with
respect to any Unrestricted Subsidiary that has been redesignated as a
Restricted Subsidiary after the Issue Date in accordance with SECTION 4.10, an
amount equal to the Company's Investment in such Unrestricted Subsidiary
(provided that such amount shall not in any case exceed the Designation Amount
with respect to such Restricted Subsidiary upon its Designation), PLUS (7)
$100.0 million, MINUS (8) the Designation Amount (measured as of the date of
Designation) with respect to any Subsidiary of the Company which has been
designated as an Unrestricted Subsidiary after the Issue Date in accordance with
SECTION 4.10,

          The foregoing provisions will not prevent (i) the payment of any
dividend or distribution on, or redemption of, Equity Interests within 60 days
after the date of declaration of such dividend or distribution or the giving of
formal notice of such redemption, if at the date of such declaration or giving
of such formal notice such payment or redemption would comply with the
provisions of the Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any Equity Interests of the Company in exchange for, or out of
the net cash proceeds of the substantially concurrent issue and sale (other than
to a Restricted Subsidiary) of, Qualified Equity Interests of the Company;
PROVIDED, HOWEVER, that any such net cash proceeds and the value of any
Qualified Equity Interests issued in exchange for such retired Equity Interests
are excluded from clause (c)(2) of the preceding paragraph (and were not
included therein at any time) and are not used to redeem the Notes pursuant to
paragraphs 5 of the Notes; (iii) the purchase, redemption, retirement,
defeasance or other acquisition of Subordinated Indebtedness, or any other
payment thereon, made in exchange for, or out of the net cash proceeds of, a
substantially concurrent issue and sale (other than to a Restricted Subsidiary)
of (x) Qualified

                                      -37-
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Equity Interests of the Company; PROVIDED, HOWEVER, that any such net cash
proceeds and the value of any Qualified Equity Interests issued in exchange for
Subordinated Indebtedness are excluded from clauses (c)(2) and (c)(3) of the
preceding paragraph (and were not included therein at any time) and are not used
to redeem the Notes pursuant to paragraph 5 of the Notes or (y) Subordinated
Indebtedness permitted to be Incurred pursuant to clause (g) of the second
paragraph of SECTION 4.04; (iv) the making of loans or advances to officers and
directors of the Company or any Restricted Subsidiary entered into in the
ordinary course of business in an amount not to exceed $5.0 million at any one
time outstanding; (v) the repurchase, redemption, defeasance, retirement,
refinancing or acquisition for value or payment of principal of Subordinated
Indebtedness at a purchase price not greater than 110% of the principal amount
of such Subordinated Indebtedness in the event of a Change of Control, PROVIDED
that any such repurchase, redemption, defeasance, retirement, refinancing or
acquisition for value or payment of principal is offered to the Holders on a
pro-rata basis on the basis of the principal amount of Notes and Subordinated
Indebtedness outstanding; and (vi) Investments in joint ventures (however
structured) not to exceed $100.0 million at any one time outstanding; PROVIDED,
HOWEVER, that in the case of each of clauses (ii), (iii), (v) and (vi) no
Default or Event of Default shall have occurred and be continuing or would arise
therefrom.

          In determining the amount of Restricted Payments permissible under
this Section, amounts expended pursuant to clauses (i) and (iv) of the
immediately preceding paragraph shall be included as Restricted Payments. The
amount of any noncash Restricted Payment shall be deemed to be equal to the Fair
Market Value thereof at the date of the making of such Restricted Payment.

SECTION 4.07.   CORPORATE EXISTENCE.

          Subject to Article Five, the Company shall do or shall cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Restricted Subsidiary in accordance with the respective organizational documents
of each such Restricted Subsidiary and the rights (charter and statutory) and
material franchises of the Company and the Restricted Subsidiary, PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such right or
franchise, or the corporate existence of any Restricted Subsidiary, if the Board
of Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and the
Restricted Subsidiaries, taken as a whole and the loss thereof is not materially
adverse to the Company and its Restricted Subsidiaries, taken as a whole;
PROVIDED, FURTHER, HOWEVER, that a determination of the Board of Directors of
the Company shall not be required in the event of a merger of one or more Wholly
Owned Restricted Subsidiaries of the Company with or into another Wholly Owned
Restricted Subsidiary of the Company or another Person, if the surviving Person
is a Wholly Owned Restricted Subsidiary of the Company organized under the laws
of the United States or a State thereof or of the District of Columbia or, in
the case of a Foreign Restricted Subsidiary, the jurisdiction of incorporation
or organization of such Foreign Restricted Subsidiary. This SECTION 4.07 shall
not prohibit the Company from taking any other action otherwise permitted by,
and made in accordance with, the provisions of this Indenture.

SECTION 4.08.   NOTICE OF DEFAULTS.

                                      -38-
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          (a) In the event that any Indebtedness of the Company or any of its
Subsidiaries is declared due and payable before its maturity because of the
occurrence of any default (or any event which, with notice or lapse of time, or
both, would constitute such a default) under such Indebtedness, the Company
shall promptly give written notice to the Trustee of such declaration, the
status of such default or event and what action the Company is taking or
proposes to take with respect thereto.

          (b) Upon becoming aware of any Default or Event of Default, the
Company shall promptly deliver an Officers' Certificate to the Trustee
specifying the Default or Event of Default.

SECTION 4.09.   COMPLIANCE CERTIFICATE.

          The Company shall deliver to the Trustee, within 120 days after the
close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of the Company has been made under the
supervision of the signing officers with a view to determining whether a Default
or Event of Default has occurred and whether or not the signers know of any
Default or Event of Default by the Company that occurred during such fiscal
year. If they do know of such a Default or Event of Default, the certificate
shall describe all such Defaults or Events of Default, their status and the
action the Company is taking or proposes to take with respect thereto. The first
certificate to be delivered by the Company pursuant to this SECTION 4.09 shall
be for the fiscal year ending January 3, 2004.

SECTION 4.10.   DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

          (a) The Company may designate after the Issue Date any Subsidiary of
the Company as an Unrestricted Subsidiary under this Indenture (a "DESIGNATION")
only if:

                (i)    no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

                (ii)   at the time of and after giving effect to such
     Designation, the Company could Incur $1.00 of additional Indebtedness
     (other than Permitted Indebtedness) under the Consolidated Coverage Ratio
     of the first paragraph of SECTION 4.04; and

                (iii)  the Company would be permitted to make an Investment
     (other than a Permitted Investment) at the time of Designation (assuming
     the effectiveness of such Designation) pursuant to the first paragraph of
     SECTION 4.06 in an amount (the "DESIGNATION AMOUNT") equal to the amount of
     the Company's Investment in such Subsidiary on such date.

          Neither the Company nor any Restricted Subsidiary shall at any time
(x) provide credit support for, subject any of its property or assets (other
than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction
of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), (y) be
directly or indirectly liable for any Indebtedness of any Unrestricted

                                      -39-
<Page>

Subsidiary, or (z) be directly or indirectly liable for any Indebtedness which
provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Indebtedness of any Unrestricted Subsidiary, except for any
nonrecourse guarantee given solely to support the pledge by the Company or any
Restricted Subsidiary of the capital stock of any Unrestricted Subsidiary. For
purposes of the foregoing, the Designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be deemed to include the Designation of all of the
Subsidiaries of such Subsidiary.

          (b) The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "REVOCATION") only if:

                (i)    no Default or Event of Default shall have occurred and be
     continuing at the time of and after giving effect to such Revocation; and

                (ii)   all Liens and Indebtedness of such Unrestricted
     Subsidiary outstanding immediately following such Revocation would, if
     Incurred at such time, have been permitted to be Incurred for all purposes
     of this Indenture.

          All Designations and Revocations must be evidenced by Board
Resolutions of the Company, delivered to the Trustee certifying compliance with
the foregoing provisions.

SECTION 4.11.   LIMITATION ON LIENS.

          The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, Incur any Liens of any kind against or
upon any of their respective properties or assets now owned or hereafter
acquired, or any proceeds therefrom or any income or profits therefrom, to
secure any Indebtedness unless contemporaneously therewith effective provision
is made, (x) in the case of the Company, to secure the Notes and all other
amounts due under this Indenture and any other class of Junior Subordinated
Indebtedness, and (y) in the case of a Restricted Subsidiary which is a
Guarantor, to secure such Restricted Subsidiary's Guarantee of the Notes and all
other amounts due under this Indenture, in each case, equally and ratably with
such Indebtedness (or, in the event that such Indebtedness is subordinated in
right of payment to the Notes or such Restricted Subsidiary's Guarantee, prior
to such Indebtedness) with a Lien on the same properties and assets securing
such Indebtedness for so long as such Indebtedness is secured by such Lien,
except for (i) Liens securing Senior Indebtedness (including, without
limitation, Indebtedness incurred under the Restructured Credit Facility); (ii)
Liens securing Indebtedness Incurred in a Qualified Securitization Transaction
by the Company and its Restricted Subsidiaries; (iii) Permitted Liens and (iv)
Liens under Hedging Agreements.

SECTION 4.12.   FUTURE DOMESTIC RESTRICTED SUBSIDIARY GUARANTORS

          In the event the Company causes or permits any Domestic Restricted
Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the
payment of any Indebtedness of the Company under the Restructured Credit
Facility then the Company shall cause such Domestic Restricted Subsidiary to
simultaneously execute and deliver a supplemental indenture to this Indenture
pursuant to which it will become a Guarantor under this Indenture.

                                      -40-
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                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.   MERGERS, SALE OF ASSETS, ETC.

          (a) The Company shall not consolidate with or merge with or into any
other entity and the Company shall not and shall not cause or permit any
Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise
dispose of all or substantially all of the Company's and the Restricted
Subsidiaries properties and assets (determined on a consolidated basis for the
Company and the Restricted Subsidiaries) to any entity in a single transaction
or series of related transactions, unless: either (x) the Company shall be the
Surviving Person or (y) the Surviving Person (if other than the Company) shall
be a corporation organized and validly existing under the laws of the United
States of America or any State thereof or the District of Columbia or, if any
such Restricted Subsidiary was a Foreign Restricted Subsidiary, under the laws
of the United States of America or any state thereof or the District of Columbia
or the jurisdiction under which such Foreign Restricted Subsidiary was
organized, and shall, in any such case, expressly assume by supplemental
indentures, the due and punctual payment of the principal of, premium, if any,
and interest on all the Notes and the performance and observance of every
covenant of this Indenture to be performed or observed on the part of the
Company.

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

          (b) No Guarantor (other than a Guarantor whose Guarantee is to be
released in accordance with the terms of SECTION 11.03) shall consolidate with
or merge with or into another Person, whether or not such Person is affiliated
with such Guarantor and whether or not such Guarantor is the Surviving Person,
unless (1) the Surviving Person (if other than such Guarantor) is a corporation
organized and validly existing under the laws of the United States, any State
thereof or the District of Columbia or, if any such Guarantor was a Foreign
Restricted Subsidiary, under the laws of the United States of America or any
state thereof or the District of Columbia or the jurisdiction under which the
Foreign Restricted Subsidiary was organized; (ii) the Surviving Person (if other
than such Guarantor) expressly assumes by supplemental indenture all the
obligations of such Guarantor under its Guarantees of the Notes and the
performance and observance of every covenant of the Indenture to be performed or
observed by such Guarantor; (iii) at the time of and immediately after such
Disposition, no Default or Event of Default shall have occurred and be
continuing; and (iv) immediately after giving effect to any such transaction
involving the Incurrence by such Guarantor, directly or indirectly, of
additional Indebtedness (and treating any Indebtedness not previously an
obligation of such Guarantor in connection with or as a result of such
transaction as having been Incurred at the time of such transaction), the
Company could Incur, on a PRO FORMA basis after giving effect to such
transaction as if it had occurred at the beginning the latest fiscal quarter for
which consolidated financial statements of the Company are available, at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) under the
Consolidated Coverage Ratio of the first paragraph

                                      -41-
<Page>

of SECTION 4.04; PROVIDED, HOWEVER, that this paragraph shall not be a condition
to a merger or consolidation of a Guarantor if such merger or consolidation only
involves the Company and/or one or more other Guarantors. Notwithstanding the
foregoing, nothing in this covenant shall prohibit the consolidation or merger
with or into or the sale of all or substantially all of the assets or properties
of a Guarantor to any other Restricted Subsidiary that is a Guarantor.

SECTION 5.02.   SUCCESSOR CORPORATION SUBSTITUTED.

          In the event of any transaction (other than a lease) described in and
complying with the conditions listed in SECTION 5.01 in which the Company or a
Guarantor, as the case may be, is not the Surviving Person and the Surviving
Person is to assume all the Obligations of the Company under the Notes, this
Indenture or of such Guarantor under its Guarantee and the Indenture, as the
case may be, pursuant to supplemental indentures, such Surviving Person shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, and the Company shall be
discharged from its Obligations under this Indenture and the Notes or such
Guarantor shall be discharged from its Obligations under the Indenture and its
Guarantee, as the case may be.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT.

          Each of the following shall be an "Event of Default" for purposes of
this Indenture:

          (a) failure to pay principal of (or premium, if any, on) any Note when
due (whether or not prohibited by the provisions of Article Eight);

          (b) failure to pay any interest on any Note when due, continued for 30
days or more (whether or not prohibited by the provisions of Article Eight);

          (c) default in the payment of principal of or interest on any Note
required to be purchased pursuant to any Offer to Purchase required by this
Indenture when due and payable or failure to pay on the Purchase Date the
Purchase Price for any Note validly tendered pursuant any Offer to Purchase
required by this Indenture (whether or not prohibited by the provisions of
Article Eight);

          (d) failure to perform or comply with any of the provisions of SECTION
5.01;

          (e) failure to perform any other covenant, warranty or agreement of
the Company under this Indenture or in the Notes or of the Guarantors under this
Indenture or in the Guarantees continued for 30 days or more after written
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes;

          (f) Default or defaults under the terms of one or more instruments
evidencing or securing Indebtedness of the Company or any of its Restricted
Subsidiaries having an

                                      -42-
<Page>

outstanding principal amount of $50.0 million or more individually or in the
aggregate that has resulted in the acceleration of the payment of such
Indebtedness or failure by the Company or any of its Restricted Subsidiaries to
pay principal of at least $50.0 million when due at the stated maturity of any
such Indebtedness and such default or defaults shall have continued after any
applicable grace period and shall not have been cured or waived within 10 days
after the occurrence thereof;

          (g) the rendering of a final judgment or judgments (not subject to
appeal) against the Company or any of its Restricted Subsidiaries in an amount
of $50.0 million or more (net of any amounts covered by reputable and
creditworthy insurance companies) which remains undischarged or unstayed for a
period of 60 days after the date on which the right to appeal has expired;

          (h) the Company or any Significant Restricted Subsidiary pursuant to
or within the meaning of any Bankruptcy Law: (i) admits in writing its inability
to pay its debts generally as they become due; (ii) commences a voluntary case
or proceeding; (iii) consents to the entry of an order for relief against it in
an involuntary case or proceeding; (iv) consents or acquiesces in the
institution of a bankruptcy or insolvency proceeding against it; (v) consents to
the appointment of a Custodian of it or for all or substantially all of its
property; or (vi) makes a general assignment for the benefit of its creditors,
or takes any action to authorize or effect any of the foregoing;

          (i) 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 Restricted Subsidiary in an involuntary case or proceeding or (ii)
appoints a Custodian of the Company or any Significant Restricted Subsidiary of
the Company for all or substantially all of its properties, or orders the
liquidation of the Company or any Significant Restricted Subsidiary, and in each
case the order or decree remains unstayed and in effect for 60 days; or

          (j) other than as provided in or pursuant to any Guarantee or the
Indenture, the Guarantee of any Guarantor that constitutes a Significant
Restricted Subsidiary ceases to be in full force and effect or is declared null
and void and unenforceable or found to be invalid or any Guarantor that is a
Significant Restricted Subsidiary denies its liability under its Guarantee
(other than by reason of a release of such Guarantor from its Guarantee in
accordance with the terms of the Indenture and such Guarantee).

SECTION 6.02.   ACCELERATION.

          If an Event of Default with respect to the Notes (other than an Event
of Default with respect to the Company described in clause (h) of SECTION 6.01)
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Notes by notice in writing to the
Company may declare the unpaid principal of (and premium, if any) and accrued
interest to the date of acceleration on all outstanding Notes to be due and
payable immediately and, upon any such declaration, such principal amount (and
premium, if any) and accrued interest, notwithstanding anything contained in
this Indenture or the Notes to the contrary, shall become immediately due and
payable; PROVIDED, HOWEVER, that so long as the Restructured Credit Facility
shall be in full force and effect, if an Event of Default shall have

                                      -43-
<Page>

occurred and be continuing (other than an Event of Default with respect to the
Company described in clause (h) of SECTION 6.01), the Notes shall not become due
and payable until the earlier to occur of (x) five Business Days following
delivery of a written notice of such acceleration of the Notes to the agent
under the Restructured Credit Facility and (y) the acceleration (IPSO FACTO or
otherwise) of any Indebtedness under the Restructured Credit Facility. If an
Event of Default specified in clause (h) of SECTION 6.01 with respect to the
Company occurs under the Indenture, the Notes will IPSO FACTO become immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder of the Notes.

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

SECTION 6.03.   OTHER REMEDIES.

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

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy maturing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law.

SECTION 6.04.   WAIVER OF PAST DEFAULT.

          Subject to SECTIONS 2.09, 6.07 and 10.02, prior to the declaration of
acceleration of the Notes, the Holders of not less than a majority in aggregate
principal amount of the outstanding Notes by written notice to the Trustee may
waive an existing Default or Event of Default and its consequences, except a
Default in the payment of principal of or interest on any Note as specified in
clauses (a), (b) and (c) of SECTION 6.01 or a Default in respect of any term or
provision of this Indenture that may not be amended or modified without the
consent of each Holder affected as provided in SECTION 10.02. The Company shall
deliver to the Trustee an Officers' Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such
consents. In case of any such waiver, the Company, the Trustee and the Holders
shall be restored to their former positions and rights hereunder and under the
Notes, respectively. This paragraph of this SECTION 6.04 shall be in lieu of
Section 316(a)(l)(B) of the TIA and such Section 316(a)(l)(B) of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by the
TIA.

                                      -44-
<Page>

          Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Notes, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

SECTION 6.05.   CONTROL BY MAJORITY.

          Subject to SECTION 2.09, the Holders of a majority in principal amount
of the outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of another Holder, it being understood that the
Trustee shall have no duty (subject to SECTION 7.01) to ascertain whether or not
such actions or forbearances are unduly prejudicial to such holders, or that may
involve the Trustee in personal liability; PROVIDED, HOWEVER, that the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction. In the event the Trustee takes any action or follows any
direction pursuant to this Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against any loss or
expense caused by taking such action or following such direction. This SECTION
6.05 shall be in lieu of Section 3l6(a)(1)(A) of the TIA, and such Section
3l6(a)(l)(A) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

SECTION 6.06.   LIMITATION ON SUITS.

          No Holder of any Notes will have any right to institute a proceeding
with respect to the Notes, the Indentures or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default thereunder and unless the Holders of at least 25% of
the aggregate principal amount of the outstanding Notes shall have made written
request, and offered indemnity to the Trustee (satisfactory to the Trustee in
its sole discretion) to institute such proceeding as the Trustee, and the
Trustee shall have not have received from the Holders of a majority in aggregate
principal amount of such outstanding Notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted by a Holder of such
a Note for enforcement of payment of the principal of and premium, if any, or
interest on such Notes on or after the respective due dates expressed in such
Note.

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

SECTION 6.07.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

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SECTION 6.08.   COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under SECTION 7.07. To the extent that the payment of
any such amount due to the Trustee under Section 7.07 out of the estate in any
such proceeding shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities, and properties which the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; PROVIDED, HOWEVER, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the creditors' committee.

SECTION 6.10.   PRIORITIES.

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

          First: to the Trustee, its agents and attorneys for amounts due under
SECTION 7.07, including payment of all compensation, expense and liabilities
incurred (including reasonable fees and expenses of the Trustee's agent and
outside counsel), and all advances, if any, made, by the Trustee and the costs
and expenses of collection;

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

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

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

SECTION 6.11.   UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This SECTION 6.11 shall not apply to a suit by the Trustee, a suit by
a Holder or group of Holders of more than 10% in aggregate principal amount of
the outstanding Notes, or to any suit instituted by any Holder for the
enforcement or the payment of the principal or interest on any Notes on or after
the respective due dates expressed in the Note.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.   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 shall not be liable except for the
     performance of such duties as are specifically set forth herein. The duties
     of the Trustee shall be determined solely by the express provisions of this
     Indenture. The Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others, and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

                (2)    In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions conforming to
     the requirements of this Indenture; however, in the case of any such
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall examine such
     certificates and opinions to determine whether or not they conform to the

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     requirements of this Indenture (but need not confirm or investigate the
     accuracy of the mathematical calculations or other facts stated therein).

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

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

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

          (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive from such Holders an indemnity
satisfactory to it in its sole discretion against such risk, liability, loss,
fee or expense which might be incurred by it in compliance with such request or
direction.

          (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this SECTION 7.01.

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

SECTION 7.02.   RIGHTS OF TRUSTEE.

          Subject to SECTION 7.01:

          (a) The Trustee may conclusively 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.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/or an Opinion of Counsel, which shall conform to the
provisions of SECTIONS 14.04 and 14.05. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate
or opinion.

          (c) The Trustee may act through attorneys and agents of its selection
and shall not be responsible for the misconduct or negligence of any agent or
attorney (other than an agent who is an employee of the Trustee) appointed with
due care.

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

          (e) Before the Trustee acts or refrains from acting, it may consult
with counsel and the advice or opinion of such counsel as to matters of law
shall be full and complete authorization and protection from liability in
respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

          (f) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution.

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

          (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney.

          (i) The Trustee shall not be deemed to have notice of any Event of
Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless the Trustee shall have received written notice thereof at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture. As used herein, the term "ACTUAL KNOWLEDGE" means the actual fact or
statement of knowing, without any duty to make any investigation with regard
thereto.

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

          (k) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee, subject to
SECTION 7.10 hereof. Any Agent may do the same with like rights. However, the
Trustee is subject to SECTIONS 7.10 and 7.11.

SECTION 7.04.   TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.   NOTICE OF DEFAULTS.

          If a Default or an Event of Default occurs and is continuing and the
Trustee has actual knowledge of such Defaults or Events of Default, the Trustee
shall mail to each Holder notice of the Default or Event of Default within 90
days after the occurrence thereof. Except in the case of a Default or an Event
of Default in payment of principal of or interest on any Note or a Default or
Event of Default in complying with SECTION 5.01, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Holders. This
SECTION 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and
such proviso to Section 315(b) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.

SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS.

          If required by TIA Section 313(a), within 60 days after each May 15
beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder a report dated as of such May 15 that complies with
TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b), (c)
and (d).

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

          The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange or of any delisting thereof.

SECTION 7.07.   COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as the Company and the Trustee
shall from time to time agree in writing for its services. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable disbursements, expenses and advances, including all costs and
expenses of collection (including reasonable fees, disbursements and expenses of
its agents and outside counsel) incurred or made by it in addition to the
compensation for its services except any such disbursements, expenses and
advances as may be attributable to the Trustee's negligence or willful
misconduct. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
outside counsel and any taxes or other expenses incurred by a trust created
pursuant to SECTION 9.01 hereof.

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          The Company shall indemnify the Trustee for, and hold it harmless
against any and all loss, damage, claims, liability or expense, including taxes
(other than franchise taxes imposed on the Trustee and taxes based upon,
measured by or determined by the income of the Trustee), arising out of or in
connection with the acceptance or administration of this Indenture, the trust or
trusts hereunder, or the performance of its duties under this Indenture,
including the costs and expenses of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent that such loss, damage,
claim, liability or expense is due to its own negligence or willful misconduct.
The Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. However, the failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense (and may employ its own counsel) at the Company's expense; PROVIDED,
HOWEVER, that the Company's reimbursement obligation with respect to counsel
employed by the Trustee will be limited to the reasonable fees and expenses of
such counsel.

          The Company need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld or delayed or
conditioned.

          To secure the Company's payment obligations in this SECTION 7.07, the
Trustee shall have a Lien prior to the Holders of Notes against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on particular
Notes or the Purchase Price or redemption price of any Notes to be purchased
pursuant to an Offer to Purchase or redeemed.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in SECTION 6.01(h) occurs, the expenses (including the
reasonable fees and expenses of its agents and counsel) and the compensation for
the services shall be preferred over the status of the Holders in a proceeding
under any Bankruptcy Law and are intended to constitute expenses of
administration under any Bankruptcy Law. The Company's obligations under this
SECTION 7.07 and any claim arising hereunder shall survive the, resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article Nine and any rejection or termination under any Bankruptcy Law.

SECTION 7.08.   REPLACEMENT OF TRUSTEE.

          The Trustee may resign at any time by so notifying the Company in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing
and may appoint a successor Trustee with the Company's consent. The Company may
remove the Trustee if:

          (a) the Trustee fails to comply with SECTION 7.10;

          (b) the Trustee is adjudged a bankrupt or an insolvent under any
Bankruptcy Law;

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

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          (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to SECTION 7.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
SECTION 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

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

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

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

SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking corporation, the resulting, surviving or transferee
corporation or banking corporation without any further act shall be the
successor Trustee.

SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.

          This Indenture shall always have a Trustee which shall be eligible to
act as Trustee under TIA Sections 310(a)(1) and 310(a)(2). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. If the Trustee has or shall
acquire any "conflicting interest" within the meaning of TIA Section 310(b), the
Trustee and the Company shall comply with the provisions of 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. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this SECTION 7.10, the Trustee shall resign
immediately in the manner and with the effect hereinbefore specified in this
Article Seven.

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SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE EIGHT

                             SUBORDINATION OF NOTES

SECTION 8.01.   NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.

          The Company covenants and agrees, and the Trustee and each Holder of
the Notes by his acceptance thereof likewise covenant and agree, that all Notes
shall be issued subject to the provisions of this Article Eight; and each person
holding any Note, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that all payments of the principal of and
interest on the Notes by the Company shall, to the extent and in the manner set
forth in this Article Eight, be subordinated and junior in right of payment to
the prior payment in full in cash of all amounts payable under Senior
Indebtedness.

SECTION 8.02.   NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES.

          (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities and excluding any payment from funds
held in trust for the benefit of Holders pursuant to Article Nine (a "DEFEASANCE
TRUST PAYMENT")) by or on behalf of the Company of principal of, premium, if
any, or interest on the Notes, whether pursuant to the terms of the Notes, upon
acceleration, pursuant to an Offer to Purchase or otherwise, shall be made if,
at the time of such payment, there exists a default in the payment of all or any
portion of the obligations on any Designated Senior Indebtedness, whether at
maturity, on account of mandatory redemption or prepayment, acceleration or
otherwise, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Designated Senior
Indebtedness. In addition, during the continuance of any non-payment event of
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be immediately accelerated, and upon receipt by the Trustee
of written notice (a "PAYMENT BLOCKAGE NOTICE") from the holder or holders of
such Designated Senior Indebtedness or the trustee or agent acting on behalf of
such Designated Senior Indebtedness, then, unless and until such event of
default has been cured or waived or has ceased to exist or such Designated
Senior Indebtedness has been discharged or repaid in full in cash or the
benefits of these provisions have been waived by the holders of such Designated
Senior Indebtedness, no direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities and excluding any Defeasance Trust
Payment) shall be made by or on behalf of the Company of principal of, premium,
if any, or interest on the Notes, to such Holders, during a period (a "PAYMENT
BLOCKAGE PERIOD") commencing on the date of receipt of such notice by the
Trustee and ending 179 days thereafter; PROVIDED HOWEVER, that so long as any
Indebtedness remains outstanding under the Restructured Credit Facility or any
replacement, renewal, refinancing or extension thereof, no Payment Blockage
Notice may be initiated to block payment of principal or interest on the Notes
pursuant to the terms of this Section 8.02(a) except by the Administrative

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Agent (or similar authorized party) under the Restructured Credit Facility or
any replacement, renewal, refinancing or extension thereof.

          Notwithstanding anything herein or in the Notes to the contrary, (x)
in no event shall a Payment Blockage Period extend beyond 179 days from the date
the Payment Blockage Notice in respect thereof was given, (y) there shall be a
period of at least 181 consecutive days in each 360-day period when no Payment
Blockage Period is in effect and (z) not more than one Payment Blockage Period
may be commenced with respect to the Notes during any period of 360 consecutive
days. No event of default that existed or was continuing on the date of
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period (to the extent the
holder of Designated Senior Indebtedness, or trustee or agent, giving notice
commencing such Payment Blockage Period had knowledge of such existing or
continuing event of default) may be, or be made, the basis for the commencement
of any other Payment Blockage Period by the holder or holders of such Designated
Senior Indebtedness or the trustee or agent acting on behalf of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such event of default has been cured or waived for a period of not less
than 90 consecutive days.

          (b) In the event that, notwithstanding the foregoing, the Company
shall have made payment to the Trustee or any Holder when such payment is
prohibited by SECTION 8.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered by the Trustee (if the Notice
required by SECTION 8.06 has been received by the Trustee) or the Holder to, the
holders of Designated Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Designated Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that, upon notice from the Trustee
to the holders of Designated Senior Indebtedness that such prohibited payment
has been made, the holders of the Designated Senior Indebtedness (or their
representative or representatives or a trustee or trustees) notify the Trustee
in writing of the amounts then due and owing on the Designated Senior
Indebtedness, if any, and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Designated Senior Indebtedness.

SECTION 8.03.   PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

          (a) Upon any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities and
excluding any Defeasance Trust Payment), upon any dissolution or winding-up or
total liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
Senior Indebtedness shall first be paid in full in cash before the Holders of
the Notes or the Trustee on behalf of such Holders shall be entitled to receive
any payment by the Company of the principal of, premium, if any, or interest on
the Notes, or any payment by the Company to acquire any of the Notes for cash,
property or securities, or any distribution by the Company with respect to the
Notes of any cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities and excluding any Defeasance Trust Payment).
Before any payment may be made by, or on behalf of, the Company of the principal
of, premium, if any, or interest on the Notes upon any such dissolution or
winding-up or total liquidation or reorganization, any

                                      -54-
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payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities (excluding any payment or
distribution of Permitted Junior Securities and excluding any Defeasance Trust
Payment), to which the Holders of the Notes or the Trustee on their behalf would
be entitled, but for the subordination provisions of this Indenture, shall be
made by the Company or by any receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, directly to
the holders of the Senior Indebtedness (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, to the extent
necessary to pay all such Senior Indebtedness in full in cash after giving
effect to any prior or concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.

          (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities and excluding any Defeasance Trust Payment), shall be paid by the
Company to the Trustee or any Holder of Notes at a time when such payment or
distribution is prohibited by SECTION 8.03(a) and before all obligations in
respect of Senior Indebtedness are paid in full in cash, such payment or
distribution shall be received and held in trust for the benefit of, and shall
be paid over or delivered by the Trustee (if the Notice required by SECTION 8.06
has been received by the Trustee) or the Holder to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their respective representatives,
or to the trustee or trustees or agent or agents under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full in
cash after giving effect to any prior or concurrent payment, distribution or
provision therefor to or for the holders of such Senior Indebtedness.

          The consolidation of the Company with, or the merger of the Company
with or into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this SECTION 8.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 8.04.   SUBROGATION.

          Upon the payment in full in cash of all Senior Indebtedness, or
provision for payment, the Holders of the Notes shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of and interest on the Notes shall be paid in
full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Notes or the Trustee on their behalf
would be entitled except for the provisions of this Article

                                      -55-
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Eight, and no payment over pursuant to the provisions of this Article Eight to
the holders of Senior Indebtedness by Holders of the Notes or the Trustee on
their behalf shall, as between the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Notes, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article Eight are and are intended solely for the purpose
of defining the relative rights of the Holders of the Notes, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

          If any payment or distribution to which the Holders of the Notes would
otherwise have been entitled but for the provisions of this Article Eight shall
have been applied, pursuant to the provisions of this Article Eight, to the
payment of all amounts payable under Senior Indebtedness, then and in such case,
the Holders of the Notes shall be entitled to receive from the holders of such
Senior Indebtedness any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount required to make payment in full in
cash of such Senior Indebtedness.

SECTION 8.05.   OBLIGATIONS OF COMPANY UNCONDITIONAL.

          Nothing contained in this Article Eight or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among the Company and the
Holders of the Notes, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Notes the principal of and interest
on the Notes as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders of the Notes and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Holder of
any Note or the Trustee on their behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Eight of the holders of the Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

          Without limiting the generality of the foregoing, nothing contained in
this Article Eight shall restrict the right of the Trustee or the Holders of
Notes to take any action to declare the Notes to be due and payable prior to
their stated maturity pursuant to SECTION 6.01 or to pursue any rights or
remedies hereunder; PROVIDED, HOWEVER, that all Senior Indebtedness then due and
payable shall first be paid in full in cash before the Holders of the Notes or
the Trustee are entitled to receive any direct or indirect payment from the
Company of principal of or interest on the Notes.

SECTION 8.06.   NOTICE TO TRUSTEE.

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Notes pursuant to the provisions of this
Article Eight. Notwithstanding anything contained in this Indenture to the
contrary, the Trustee shall not be charged with knowledge of the existence of
any event of default with respect to any Senior Indebtedness or of any other
facts which would prohibit the making of any payment to or by the Trustee unless
and until the Trustee shall have received notice in writing at its Corporate
Trust Office to that effect signed by an Officer of the

                                      -56-
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Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and
prior to the receipt of any such written notice, the Trustee shall, subject to
Article Seven, be entitled to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this SECTION 8.06 at least two Business Days prior to the date upon which by the
terms of this Indenture any moneys shall become payable for any purpose
(including, without limitation, the payment of the principal of or interest on
any Note), then, regardless of anything herein to the contrary, the Trustee
shall have full power and authority to receive any moneys from the Company and
to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date; nor shall the Trustee be charged with knowledge of the curing
of any such default or the elimination of the act or condition preventing any
such payment unless and until the Trustee shall have received an Officers'
Certificate to such effect. Nothing contained in this SECTION 8.06 shall limit
the right of the holders of Senior Indebtedness to recover payments as
contemplated by SECTION 8.03. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself to
be a holder of any Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Senior Indebtedness or a trustee or representative on behalf of
any such holder.

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Eight, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Eight, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 8.07.   RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

          Upon any payment or distribution of assets or securities referred to
in this Article Eight, the Trustee and the Holders of the Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the Notes
for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness 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
Eight.

SECTION 8.08.   TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

          The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Eight with respect to any Senior Indebtedness which
may at any time be held by it in its individual or any other capacity to the
same extent as any other holder of Senior Indebtedness,

                                      -57-
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and nothing in this Indenture shall deprive the Trustee or any Paying Agent of
any of its rights as such holder.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Eight, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness 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 Indebtedness (except as provided in
SECTION 8.03(b)). The Trustee shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Notes or to the Company or to any other person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article Eight or otherwise.

SECTION 8.09.   SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
                COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

          No right of any present or future holders of any Senior Indebtedness
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.
The provisions of this Article Eight are intended to be for the benefit of, and
shall be enforceable directly by, the holders of Senior Indebtedness.

SECTION 8.10.   HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF NOTES.

          Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Eight, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his Notes
in the form required in those proceedings.

SECTION 8.11.   THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Eight shall not be
construed as preventing the occurrence of an Event of Default specified in
clauses (a), (b) or (c) of SECTION 6.01.

SECTION 8.12.   TRUSTEE'S COMPENSATION NOT PREJUDICED.

          Nothing in this Article Eight shall apply to amounts due to the
Trustee pursuant to other sections in this Indenture.

SECTION 8.13.   NO WAIVER OF SUBORDINATION PROVISIONS.

                                      -58-
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          Without in any way limiting the generality of SECTION 8.09, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article Eight or the obligations
hereunder of the Holders of the Notes to the holders of Senior Indebtedness, do
any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 8.14.   SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN TRUST
                FOR HOLDERS; PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.

          All money and United States Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Article Nine shall be for
the sole benefit of the Holders and shall not be subject to this Article Eight.

          Nothing contained in this Article Eight or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in SECTION
8.02, from making payments of principal of and interest on the Notes or from
depositing with the Trustee any moneys for such payments or from effecting a
termination of the Company's and the Guarantors' obligations under the Notes and
this Indenture as provided in Article Nine, or (ii) the application by the
Trustee of any moneys deposited with it for the purpose of making such payments
of principal of and interest on the Notes, to the holders entitled thereto
unless at least two Business Days prior to the date upon which such payment
becomes due and payable, the Trustee shall have received the written notice
provided for in SECTION 8.02(b) or in SECTION 8.06. The Company shall give
prompt written notice to the Trustee of any dissolution, winding-up, liquidation
or reorganization of the Company.

SECTION 8.15.   ACCELERATION OF NOTES.

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of the Senior Indebtedness of the
acceleration.

                                  ARTICLE NINE

                             DISCHARGE OF INDENTURE

SECTION 9.01.   TERMINATION OF COMPANY'S OBLIGATIONS.

          Subject to the provisions of Article Eight, the Company may terminate
its and the Guarantors' substantive obligations in respect of the Notes by
delivering all outstanding Notes to the Trustee for cancellation and paying all
sums payable by it on account of principal of and interest on all Notes or
otherwise. In addition to the foregoing, subject to the provisions of Article
Eight with respect to the creation of the defeasance trust provided for in the
following

                                      -59-
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clause (i), the Company may, PROVIDED that no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default or Event of Default specified in SECTION 6.01(h), occurs at any time on
or prior to the 91st calendar day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
91st day)) under the Indenture and PROVIDED that no default under any Senior
Indebtedness would result therefrom, terminate its and the Guarantors'
substantive obligations in respect of the Notes (except for its obligations to
pay the principal of (and premium, if any, on) and the interest on the Notes and
the Guarantor's Guarantee thereof) by (i) depositing with the Trustee, under the
terms of an irrevocable trust agreement, money or United States Government
Obligations sufficient (without reinvestment) to pay all remaining Indebtedness
on the Notes, (ii) delivering to the Trustee either an Opinion of Counsel or a
ruling directed to the Trustee from the Internal Revenue Service to the effect
that the Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and termination of obligations, (iii)
delivering to the Trustee an Opinion of Counsel to the effect that the Company's
exercise of its option under this SECTION 9.01 will not result in any of the
Company, the Trustee or the trust created by the Company's deposit of funds
pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended (the "INVESTMENT
COMPANY ACT"), and (iv) delivering to the Trustee an Officer's Certificate and
an Opinion of Counsel each stating, among other things, compliance with all
conditions precedent provided for herein in form and substance reasonably
satisfactory. In addition, subject to the provisions of Article Eight with
respect to the creation of the defeasance trust provided for in the following
clause (i), the Company may, PROVIDED that no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default or Event of Default specified in SECTION 6.01(h), occurs at any time on
or prior to the 91st calendar day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
91st day)) under the Indenture and PROVIDED that no default under any Senior
Indebtedness would result therefrom, terminate all of its and the Guarantors'
substantive obligations in respect of the Notes (including its obligations to
pay the principal of (and premium, if any, on) and interest on the Notes and the
Guarantors' Guarantee thereof) by (i) depositing with the Trustee, under the
terms of an irrevocable trust agreement, money or United States Government
Obligations sufficient (without reinvestment) to pay all remaining Indebtedness
on the Notes, (ii) delivering to the Trustee either a ruling directed to the
Trustee from the Internal Revenue Service to the effect that the Holders of the
Notes will not recognize income, gain or loss for Federal income tax purposes as
a result of such deposit and termination of obligations or an Opinion of Counsel
addressed to the Trustee based upon such a ruling or based on a change in the
applicable Federal tax law since the date of this Indenture to such effect,
(iii) delivering to the Trustee an Opinion of Counsel to the effect that the
Company's exercise of its option under this SECTION 9.01 will not result in any
of the Company, the Trustee or the trust created by the Company's deposit of
funds pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act and (iv) delivering to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating, among other
things, compliance with all conditions precedent provided for herein in form and
substance reasonably satisfactory to the Trustee.

          Notwithstanding the foregoing paragraph, the Company's obligations in
SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.13 and 4.01 (but not with
respect to termination of substantive obligations pursuant to the third sentence
of the foregoing paragraph), 4.02, 7.07,

                                      -60-
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7.08, 9.03 and 9.04 shall survive until the Notes are no longer outstanding.
Thereafter the Company's obligations in SECTIONS 7.07, 9.03 and 9.04 shall
survive.

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

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the United States Government
Obligations deposited pursuant to this Section 9.01 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of outstanding Notes.

SECTION 9.02.   APPLICATION OF TRUST MONEY.

          The Trustee shall hold in trust money or United States Government
Obligations deposited with it pursuant to Section 9.01, and shall apply the
deposited money and the money from United States Government Obligations in
accordance with this Indenture solely to the payment of principal of and
interest on the Notes.

SECTION 9.03.   REPAYMENT TO COMPANY.

          Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay to
the Company upon written request any excess money held by it at any time. The
Trustee shall pay to the Company upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
PROVIDED, HOWEVER, that the Trustee before being required to make any payment
may at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
money must look solely to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and all liability of
the Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 9.04.   REINSTATEMENT.

          If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and the Guarantors' obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 9.01 until such time as the Trustee is permitted to apply all such money
or United States Government Obligations in accordance with Section 9.01;
PROVIDED, HOWEVER, that if the Company has made any payment of interest on or
principal of any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of

                                      -61-
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such Notes to receive such payment from the money or United Sates Government
Obligations held by the Trustee.

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.  WITHOUT CONSENT OF HOLDERS.

          The Company and the Guarantors when authorized by a resolution of
their respective Boards of Directors, and the Trustee may amend or supplement
this Indenture or the Notes without notice to or consent of any Holder:

          (a) to cure any ambiguity, defect or inconsistency; PROVIDED, HOWEVER,
that such amendment or supplement does not adversely affect the rights of any
Holder;

          (b) to effect the assumption by a successor Person of all obligations
of the Company under the Notes and his Indenture in connection with any
transaction complying with Article Five of this Indenture;

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

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

          (e) to make any change that would provide any additional benefit or
rights to the Holders;

          (f) to make any other change that does not adversely affect the rights
of any Holder under this Indenture;

          (g) to evidence the succession of another Person to any Guarantor and
the assumption by any such successor of the covenants of such Guarantor herein
and in the Guarantee in connection with any transaction complying with Article
Five of this Indenture;

          (h) to add to the covenants of the Company or the Guarantors for the
benefit of the Holders, or to surrender any right or power herein conferred upon
the Company or any Guarantor;

          (i) to secure the Notes pursuant to the requirements of SECTION 4.11
or otherwise; or

          (j) to reflect the release of a Guarantor from its obligations with
respect to its Guarantee in accordance with the provisions of SECTION 11.03;

PROVIDED, HOWEVER that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this SECTION 10.01.

                                      -62-
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SECTION 10.02.  WITH CONSENT OF HOLDERS.

          Subject to SECTION 6.07 and ARTICLE XIII, the Company and the
Guarantors, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may amend or supplement this Indenture or the Notes
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Notes (including consents obtained in connection with
a tender offer or exchange offer for the Notes). Subject to SECTION 6.07, the
Holders of a majority in principal amount of the outstanding Notes may waive
compliance by the Company or any Guarantor with any provision of this Indenture
or the Notes. However, without the consent of each Holder affected, an
amendment, supplement or waiver, including a waiver pursuant to SECTION 6.04,
may not:

          (a) change the Stated Maturity of the principal of or any installment
of interest on any such Note or alter the optional redemption or repurchase
provisions of any such Note or this Indenture in a manner adverse to the Holders
of the Notes;

          (b) reduce the principal amount of (or the premium, if any) of any
such Note;

          (c) reduce the rate of or extend the time for payment of interest on
any such Note;

          (d) change the place or currency of payment of principal of (or
premium, if any) or interest on any such Note;

          (e) modify any provisions of SECTION 6.04 (other than to add sections
of this Indenture or the Notes subject thereto) or 6.07 or this SECTION 10.02
(other than to add sections of this Indenture or the Notes which may not be
amended, supplemented or waived without the consent of each Holder affected);

          (f) reduce the percentage of the principal amount of outstanding Notes
necessary for amendment to or waiver of compliance with any provision of this
Indenture or the Notes or for waiver of any Default in respect thereof;

          (g) waive a Default in the payment of principal of, interest on, or
redemption payment with respect to, the Notes (except a rescission of
acceleration of the Notes by the Holders thereof as provided in SECTION 6.02 and
a waiver of the payment default that resulted from such acceleration);

          (h) modify the ranking or priority of any Note or the Guarantee in
respect thereof of any Guarantor or modify the definition of Senior Indebtedness
or Guarantor Senior Indebtedness or amend or modify any of the provisions of
Article Eight or Article Twelve in any manner adverse to the Holders of the
Notes;

          (i) release any Significant Restricted Subsidiary that is a Guarantor
from any of its obligations under its Guarantee or this Indenture otherwise than
in accordance with this Indenture;

          (j) impair the right to institute suit for the enforcement of any
payment on or with respect to the Notes; or

                                      -63-
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          (k) impair the conversion rights of a Holder.

          An amendment under this SECTION 10.02 may not make any change under
Article Eight or Article Twelve hereof that adversely affects in any material
respect the rights of any holder of Senior Indebtedness or Guarantor Senior
Indebtedness, as the case may be, then outstanding unless the holders of such
Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, (or
any representative thereof authorized to give a consent) shall have consented to
such change.

          It shall not be necessary for the consent of the Holders under this
SECTION 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          After an amendment, supplement or waiver under this SECTION 10.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

SECTION 10.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 10.04.  RECORD DATE FOR CONSENTS AND EFFECT OF CONSENTS.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Notes entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then those persons
who were Holders of Notes at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Notes after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date. The Trustee is entitled to rely upon any electronic
instruction from beneficial owners to the Holders of any Global Note.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (a)
through (j) of SECTION 10.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note.

SECTION 10.05.  NOTATION ON OR EXCHANGE OF NOTES.

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

                                      -64-
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Failure to make the appropriate notation or issue a new Note shall not affect
the validity and effect of such amendment, supplement or waiver.

SECTION 10.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Opinion of Counsel, among other things, stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article Ten is authorized or permitted by this Indenture that all conditions
precedent under this Indenture with respect to such amendment, supplement or
waiver have been satisfied and that such amendment, supplement or waiver
constitutes the legal, valid and binding obligation of the Company and the
Guarantors, enforceable in accordance with its terms (subject to customary
exceptions). The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise. In signing any amendment,
supplement or waiver, the Trustee shall be entitled to receive an indemnity
satisfactory to it.

                                 ARTICLE ELEVEN

                                    GUARANTEE

SECTION 11.01.  UNCONDITIONAL GUARANTEE.

          (a) Each Guarantor hereby unconditionally, jointly and severally,
guarantees (each, a "GUARANTEE") to each Holder of a Note authenticated by the
Trustee and to the Trustee and its successors and assigns that the principal of
and interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise, and
interest on the overdue principal and interest on any overdue interest on the
Notes to the extent lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or under the Notes will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof (all of
the foregoing being hereinafter collectively called the "INDENTURE
OBLIGATIONS"); subject, however, to the limitations set forth in SECTION 11.04.
Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Guarantee will not be discharged except by complete
performance of the obligations continued in the Notes, this Indenture, and this
Guarantee. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or any Guarantor, any
amount paid by the Company or any Guarantor to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor further agrees that, as between each Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity

                                      -65-
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of the obligations guaranteed hereby may be accelerated as provided in Article
Six for the purpose of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall become due and payable by each Guarantor for the purpose of this
Guarantee.

          Each Guarantor further agrees that the Indenture Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
such Guarantor and that such Guarantor will remain bound under this ARTICLE 11
notwithstanding any extension or renewal of any Indenture Obligation.

          (b) Each Guarantor waives notice of any default under the Notes or the
Indenture Obligations. The obligations of each Guarantor hereunder shall not be
affected by (i) any extension or renewal of any thereof; (ii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Notes or any other agreement; (iii) the release of any security
held by any Holder or the Trustee for the Indenture Obligations or any of them;
(iv) the failure of any Holder or the Trustee to exercise any right or remedy
against any other guarantor of the Indenture Obligations; or (v) except as set
forth in SECTION 11.03, any change in ownership of such Guarantor.

          (c) Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Indenture Obligations.

          (d) The obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than payment of the Indenture Obligations in full), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Indenture
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Indenture
Obligations, or by any other act or thing or omission or delay to do any other
act or thing that may or might in any manner or to any extent vary the risk of
such Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.

          (e) In furtherance of the foregoing and not in limitation of any other
right that any Holder or the Trustee has at law or at equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of, premium, if any, or interest on any Indenture Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Indenture Obligation, each
Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (i) the unpaid amount of such Indenture
Obligations, (ii) accrued and unpaid interest on such

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Indenture Obligations (but only to the extent not prohibited by law) and (iii)
all other monetary Indenture Obligations of the Company to the Holders and the
Trustee.

          (f) Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee in enforcing any
rights under this Section; PROVIDED that if the Trustee fails to enforce any
rights under this Section, each Guarantor agrees to pay the reasonable
attorney's fees of one legal counsel to represent Holders of Notes representing
not less than 25% in aggregate principal amount of the Notes then outstanding in
connection with enforcing any rights hereunder.

SECTION 11.02.  SEVERABILITY.

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

SECTION 11.03.  RELEASE OF A GUARANTOR.

          If the Notes are defeased in accordance with the terms of this
Indenture, or if SECTION 5.01(b) is complied with, or if, subject to the
requirements of SECTION 5.01(a), all or substantially all of the assets of any
Guarantor or all of the Equity Interests of any Guarantor are sold (including by
issuance or otherwise) by the Company in a transaction constituting an Asset
Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance
with SECTION 4.05 or (y) the Company delivers to the Trustee an Officers'
Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall
be used in accordance with SECTION 4.05 and within the time limits specified by
SECTION 4.05, then each Guarantor (in the case of defeasance) or such Guarantor
(in the case of compliance with SECTION 5.01(b) or in the event of a sale or
other disposition of all of the Equity Interests of such Guarantor) or the
corporation acquiring such assets (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) shall be released
and discharged from all obligations under this Article Eleven without any
further action required on the part of the Trustee or any Holder. The Trustee
shall, at the sole cost and expense of the Company and upon receipt at the
reasonable request of the Trustee of an Opinion of Counsel that the provisions
of this SECTION 11.03 have been complied with, deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate certifying as to the compliance with this SECTION
11.03. Any Guarantor not so released remains liable for the full amount of
principal of and interest on the Notes and the other obligations of the Company
hereunder as provided in this Article Eleven.

SECTION 11.04.  LIMITATION OF GUARANTOR'S LIABILITY.

          Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of title 11 of the United States Code, as amended, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar U.S. Federal or state or other applicable law. To effectuate the
foregoing intention, the Holders and each Guarantor hereby irrevocably agree
that the obligations of each

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Guarantor under its Guarantee shall be listed to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor (including any Senior Indebtedness Incurred after the Issue Date) and
after giving effect to any collections from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
its Guarantee or pursuant to SECTION 11.05, result in the obligations of such
Guarantor under its Guarantee not constituting such a fraudulent transfer or
conveyance under Federal or state law.

SECTION 11.05.  CONTRIBUTION.

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "FUNDING GUARANTOR") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount, based on the net assets of each Guarantor
(including the Funding Guarantor), determined in accordance with GAAP, subject
to SECTION 11.04, for all payments, damages and expenses incurred by such
Funding Guarantor in discharging the Company's obligations with respect to the
Notes or any other Guarantor's obligations with respect to the Guarantee.

SECTION 11.06.  EXECUTION OF NOTE GUARANTEE.

          To further evidence their Guarantee to the Holders, each of the
Guarantors hereby agrees to execute a Note Guarantee to be endorsed on each Note
ordered by a writing signed by an Officer of the Company to be authenticated and
delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set
forth in SECTION 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a Note Guarantee. Each such Note Guarantee shall
be signed on behalf of each Guarantor by its Chairman of the Board, its
President or one of its Vice Presidents prior to the authentication of the Note
on which it is endorsed, and the delivery of such Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such Note
Guarantee on behalf of such Guarantor. Such signature upon the Note Guarantee
may be manual or facsimile signature of such officer and may be imprinted or
otherwise reproduced on the Note Guarantee, and in case such officer who shall
have signed the Note Guarantee shall cease to be such officer before the Note on
which such Note Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Note Guarantee had not ceased to be such officer of such Guarantor.

SECTION 11.07.  SUBORDINATION OF SUBROGATION AND OTHER RIGHTS.

          Each Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of such Guarantor's
obligations under its Guarantee or this Indenture, including, without
limitation, any right of subrogation, shall be subject and subordinate to, and
no payment with respect to any such claim of such Guarantor shall be made
before, the payment in full in cash of all outstanding Notes in accordance with
the provisions provided therefor in this Indenture.

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                                 ARTICLE TWELVE

                           SUBORDINATION OF GUARANTEE

SECTION 12.01.  GUARANTEE OBLIGATIONS SUBORDINATED TO GUARANTOR SENIOR
                INDEBTEDNESS.

          Each Guarantor covenants and agrees, and the Trustee and each Holder
of the Notes by his acceptance thereof likewise covenant and agree, that the
Guarantee of such Guarantor shall be issued subject to the provisions of this
Article Twelve; and each person holding any Note, whether upon original issue or
upon transfer, assignment or exchange thereof, accepts and agrees that all
payments of the principal of and interest on the Notes pursuant to the Guarantee
made by or on behalf of any Guarantor shall, to the extent and in the manner set
forth in this Article Twelve, be subordinated and junior in right of payment to
the prior payment in full in cash of all amounts payable under Guarantor Senior
Indebtedness of such Guarantor.

SECTION 12.02.  NO PAYMENT ON GUARANTEES IN CERTAIN CIRCUMSTANCES.

          (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities) by or on behalf of any Guarantor of
principal of or interest on the Notes pursuant to such Guarantor's Guarantee,
whether pursuant to the terms of the Notes, upon acceleration or otherwise,
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of the obligations on any Designated Guarantor
Senior Indebtedness of such Guarantor, whether at maturity, on account of
mandatory redemption or prepayment, acceleration or otherwise, and such default
shall not have been cured or waived or the benefits of this sentence waived by
or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In
addition, during the continuance of any nonpayment event of default with respect
to any Designated Guarantor Senior Indebtedness pursuant to which the maturity
thereof may be immediately accelerated, and upon receipt by the Trustee of
written notice (the "GUARANTOR PAYMENT BLOCKAGE NOTICE") from the holder or
holders of such Designated Guarantor Senior Indebtedness or the trustee or agent
acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless
and until such nonpayment event of default has been cured or waived or has
ceased to exist or such Designated Guarantor Senior Indebtedness has been
discharged or paid in full in cash or the benefits of these provisions have been
waived by the holders of such Designated Guarantor Senior Indebtedness, no
direct or indirect payment (excluding any payment or distribution of Permitted
Junior Securities) shall be made by or on behalf of such Guarantor of principal
or interest on the Notes during a period (a "GUARANTOR BLOCKAGE PERIOD")
commencing on the date of receipt of such notice by the Trustee and ending 179
days thereafter; PROVIDED HOWEVER, that so long as any Indebtedness remains
outstanding under the Restructured Credit Facility or any replacement, renewal,
refinancing or extension thereof, no Guarantor Payment Blockage Notice may be
initiated to block payment of principal or interest on the Notes pursuant to the
terms of this Section 12.02(a) except by the Administrative Agent (or similar
authorized party) under the Restructured Credit Facility or any replacement,
renewal, refinancing or extension thereof.

          Notwithstanding anything herein or in the Notes to the contrary, (x)
in no event shall a Guarantor Blockage Period extend beyond 179 days from the
date the Guarantor Payment Blockage Notice in respect thereof was given, (y)
there shall be a period of at least 181 consecutive days in each 360 day period
when no Guarantor Blockage Period is in effect and (z)

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not more than one Guarantor Blockage Period may be commenced with respect to any
Guarantor during any period of 360 consecutive days. No nonpayment event of
default that existed or was continuing on the date of commencement of any
Guarantor Blockage Period with respect to the Designated Guarantor Senior
Indebtedness initiating such Guarantor Blockage Period (to the extent the holder
of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice
commencing such Guarantor Blockage Period had knowledge of such existing or
continuing event of default) may be, or be made, the basis for the commencement
of any other Guarantor Blockage Period by the holder or holders of such
Designated Guarantor Senior Indebtedness or the trustee or agent acting on
behalf of such Designated Guarantor Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such nonpayment event of default has been
cured or waived for a period of not less than 90 consecutive days.

          (b) In the event that, notwithstanding the foregoing, any payment
shall be made directly to the Trustee or any Holder when such payment is
prohibited by SECTION 12.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered by the Trustee (if the Notice
required by SECTION 12.06 has been received by the Trustee) or the Holder to,
the holders of such Designated Guarantor Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Guarantor Senior Indebtedness may have been issued,
as their respective interests may appear, but only to the extent that, upon
notice from the Trustee to the holders of such Designated Guarantor Senior
Indebtedness that such prohibited payment has been made, the holders of such
Designated Guarantor Senior Indebtedness (or their representative or
representatives or a trustee or trustees) notify the Trustee in writing of the
amounts then due and owing on such Designated Guarantor Senior Indebtedness, if
any, and only the amounts specified in such notice to the Trustee shall be paid
to the holders of such Designated Guarantor Senior Indebtedness.

SECTION 12.03.  PAYMENT OVER PROCEEDS UPON DISSOLUTION, ETC.

          (a) Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding up or total liquidation or reorganization of such
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Guarantor Senior Indebtedness of such
Guarantor shall first be paid in full in cash before the Holders of the Notes or
the Trustee on behalf of such Holders shall be entitled to receive any payment
by such Guarantor of the principal of or interest on the Notes pursuant to such
Guarantor's Guarantee, or any payment to acquire any of the Notes for cash,
property or securities, or any distribution with respect to the Notes of any
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities). Before any payment may be made by, or on behalf of, any
Guarantor of the principal of or interest on the Notes upon any such dissolution
or winding up or total liquidation or reorganization, any payment or
distribution of assets or securities of such Guarantor of any kind or character,
whether in cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities), to which the Holders of the Notes or the
Trustee on their behalf would be entitled, but for the subordination provisions
of this Indenture, shall be made by such Guarantor or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of the Guarantor Senior

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Indebtedness of such Guarantor (PRO RATA to such holders on the basis of the
respective amounts of such Guarantor Senior Indebtedness held by such holders)
or their representatives or to the trustee or trustees or agent or agents under
any agreement or indenture pursuant to which any of such Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Guarantor Senior Indebtedness in full in
cash after giving effect to any prior or concurrent payment, distribution or
provision therefor to or for the holders of such Guarantor Senior Indebtedness.

          (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Guarantor of any kind or character, whether in cash,
property or securities (excluding any payment or distribution of Permitted
Junior Securities), shall be made directly to the Trustee or any Holder of Notes
at a time when such payment or distribution is prohibited by SECTION 12.03(a)
and before all obligations in respect of the Guarantor Senior Indebtedness of
such Guarantor are paid in full in cash, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered by the Trustee (if the Notice required by SECTION 12.06 has been
received by the Trustee) or the Holder to, the holders of such Guarantor Senior
Indebtedness (PRO RATA to such holders on the basis of the respective amounts of
such Guarantor Senior Indebtedness held by such holders) or their respective
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Guarantor Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of such Guarantor Senior Indebtedness remaining unpaid until all such
Guarantor Senior Indebtedness has been paid in full in cash after giving effect
to any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Indebtedness.

          The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another corporation or the liquidation or dissolution of
any Guarantor following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article Five shall not be deemed a dissolution,
winding up, liquidation or reorganization for the purposes of this SECTION 12.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 12.04.  SUBROGATION.

          Upon the payment in full in cash of all Guarantor Senior Indebtedness
of a Guarantor, or provision for payment, the Holders of the Notes shall be
subrogated to the rights of the holders of such Guarantor Senior Indebtedness to
receive payments or distributions of cash, property or securities of such
Guarantor made on such Guarantor Senior Indebtedness until the principal of and
interest on the Notes shall be paid in full in cash; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Guarantor
Senior Indebtedness of any cash, property or securities to which the Holders of
the Notes or the Trustee on their behalf would be entitled except for the
provisions of this Article Twelve, and no payment over pursuant to the
provisions of this Article Twelve to the holders of such Guarantor Senior
Indebtedness by Holders of the Notes or the Trustee on their behalf shall, as
between such Guarantor, its creditors other than holders of such Guarantor
Senior Indebtedness, and the

                                      -71-
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Holders of the Notes, be deemed to be a payment by such Guarantor to or on
account of such Guarantor Senior Indebtedness. It is understood that the
provisions of this Article Twelve are and are intended solely for the purpose of
defining the relative rights of the Holders of the Notes, on the one hand, and
the holders of Guarantor Senior Indebtedness of each Guarantor, on the other
hand.

          If any payment or distribution to which the Holders of the Notes would
otherwise have been entitled but for the provisions of this Article Twelve shall
have been applied, pursuant to the provisions of this Article Twelve, to the
payment of all amounts payable under Guarantor Senior Indebtedness, then and in
such case, the Holders of the Notes shall be entitled to receive from the
holders of such Guarantor Senior Indebtedness any payments or distributions
received by such holders of Guarantor Senior Indebtedness in excess of the
amount required to make payment in full in cash of such Guarantor Senior
Indebtedness.

SECTION 12.05.  OBLIGATIONS OF GUARANTORS UNCONDITIONAL.

          Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Notes or the Guarantees is intended to or shall impair, as
among each of the Guarantors and the Holders of the Notes, the obligation of
each Guarantor, which is absolute and unconditional, to pay to the Holders of
the Notes the principal of and interest on the Notes as and when the same shall
become due and payable in accordance with the terms of the Guarantee of such
Guarantor, or is intended to or shall affect the relative rights of the Holders
of the Notes and creditors of any Guarantor other than the holders of Guarantor
Senior Indebtedness of such Guarantor, nor shall anything herein or therein
prevent the Holder of any Note or the Trustee on their behalf from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Twelve of the
holders of Guarantor Senior Indebtedness in respect of cash, property or
securities of any Guarantor received upon the exercise of any such remedy.

          Without limiting the generality of the foregoing, nothing contained in
this Article Twelve shall restrict the right of the Trustee or the Holders of
Notes to take any action to declare the Notes to be due and payable prior to
their stated maturity pursuant to SECTION 6.01 or to pursue any rights or
remedies hereunder; PROVIDED, HOWEVER, that all Guarantor Senior Indebtedness of
any Guarantor then due and payable shall first be paid in full before the
Holders of the Notes or the Trustee are entitled to receive any direct or
indirect payment from such Guarantor of principal of or interest on the Notes
pursuant to such Guarantor's Guarantee.

SECTION 12.06.  NOTICE TO TRUSTEE.

          The Company and each Guarantor shall give prompt written notice to the
Trustee of any fact known to the Company or such Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of the Notes pursuant
to the provisions of this Article Twelve. Notwithstanding anything in this
Indenture to the contrary, the Trustee shall not be charged with knowledge of
the existence of any event of default with respect to any Guarantor Senior
Indebtedness or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its Corporate Trust Office to that effect signed by an
Officer of the Company or such Guarantor, or by a holder

                                      -72-
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of Guarantor Senior Indebtedness or trustee or agent therefor; and prior to the
receipt of any such written notice, the Trustee shall, subject to Article Seven,
be entitled to assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this SECTION 12.06 at
least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Note), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from any Guarantor and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date;
nor shall the Trustee be charged with knowledge of the curing of any such
default or the elimination of the act or condition preventing any such payment
unless and until the Trustee shall have received an Officers' Certificate to
such effect. Nothing contained in this SECTION 12.06 shall limit the right of
the holders of Guarantor Senior Indebtedness to recover payments as contemplated
by SECTION 12.03. The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself or itself to be a holder of
any Guarantor Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Guarantor Senior Indebtedness or a trustee or representative on
behalf of any such holder.

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Twelve, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Twelve, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 12.07.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

          Upon any payment or distribution of assets or securities of a
Guarantor referred to in this Article Twelve, the Trustee and the Holders of the
Notes shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation
or reorganization proceedings are pending, or upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Notes for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of Guarantor Senior Indebtedness of such
Guarantor and other indebtedness of such Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Twelve.

SECTION 12.08.  TRUSTEE'S RELATION TO GUARANTOR SENIOR INDEBTEDNESS.

          The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Twelve with respect to any Guarantor Senior
Indebtedness which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of

                                      -73-
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Guarantor Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee or any Paying Agent of any of its rights as such holder.

          With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Twelve, and no implied
covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness (except as provided in SECTION 12.03(b)). The Trustee shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Notes or to the Company or to any other person
cash, property or securities to which any holders of Guarantor Senior
Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.

SECTION 12.09.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
                GUARANTORS OR HOLDERS OF GUARANTOR SENIOR INDEBTEDNESS.

          No right of any present or future holders of any Guarantor Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
any Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by any Guarantor with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with. The provisions of this Article Twelve are intended to
be for the benefit of, and shall be enforceable directly by, the holders of
Guarantor Senior Indebtedness.

SECTION 12.10.  HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
                GUARANTEE.

          Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Twelve, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, total liquidation or
reorganization of any Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of such Guarantor, the filing of a claim for the unpaid
balance of its or his Notes in the form required in those proceedings.

SECTION 12.11.  THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Twelve shall not be
construed as preventing the occurrence of an Event of Default specified in
clauses (a), (b) or (c) of SECTION 6.01.

SECTION 12.12.  TRUSTEE'S COMPENSATION NOT PREJUDICED

          Nothing in this Article Twelve shall apply to amounts due to the
Trustee pursuant to other sections in this Indenture.

SECTION 12.13.  NO WAIVER OF GUARANTEE SUBORDINATION PROVISIONS.

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          Without in any way limiting the generality of SECTION 12.09, the
holders of Guarantor Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article Twelve or the
obligations hereunder of the Holders of the Notes to the holders of Guarantor
Senior Indebtedness, do any one or more of the following: (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Guarantor Senior Indebtedness or any instrument evidencing the same or any
agreement under which Guarantor Senior Indebtedness is outstanding or secured;
(b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Guarantor Senior Indebtedness;
and (d) exercise or refrain from exercising any rights against any Guarantor and
any other Person.

SECTION 12.14.  PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.

          Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) a Guarantor, except under the conditions described
in SECTION 12.02, from making payments of principal of and interest on the
Notes, or from depositing with the Trustee any moneys for such payments, or (ii)
the application by the Trustee of any moneys deposited with it for the purpose
of making such payments of principal of and interest on the Notes, to the
holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in SECTION 12.02(b) or in SECTION 12.06. The
Guarantors shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of such Guarantor.

                                ARTICLE THIRTEEN

                                   CONVERSION

SECTION 13.01.  CONVERSION PRIVILEGE.

          A Holder of a Note may convert such Note into Common Stock at any time
during the period stated in paragraph 9 of the Notes. The number of shares of
Common Stock issuable upon conversion of a Note per $1,000 of principal amount
thereof shall be that set forth in paragraph 9 in the Notes, subject to
adjustment as herein set forth (the "CONVERSION RATE").

          A Holder may convert a portion of the principal amount of a Note if
the portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to conversion of all of a Note also apply to conversion of
a portion, of a Note.

          "QUOTED PRICE" means, for any given day, the last reported per share
sales price (or, if no sales price is reported, the average of the bid and ask
or, if more than one in either case, the average of the average bid and average
ask prices, on such day) of the Common Stock on The Nasdaq Stock Market or, in
the event shares of Common stock are not listed on The Nasdaq Stock Market, in
the composite transactions for such other national or regional securities
exchange upon which the Common Stock is listed, or, if the shares of Common
Stock are not listed on a national or regional securities exchange, as quoted on
the National Association of Securities Dealers Automated Quotation System or by
the National Quotation Bureau

                                      -75-
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Incorporated. In the absence of one or more such quotations, the Company shall
be entitled to determine the "Quoted Price" on the basis of such quotations as
it considers appropriate.

SECTION 13.02.  CONVERSION PROCEDURE.

          To convert a Note a Holder must satisfy the requirements in paragraph
9 of the Note. The date on which the Holder satisfies all those requirements is
the conversion date (the "CONVERSION DATE"). As soon as practicable after the
Conversion Date but in any event no later than the seventh Business Day
following the Conversion Date, the Company shall deliver to the Holder, through
the Conversion Agent, a certificate for the full number of shares of Common
Stock issuable upon conversion and cash in lieu of any fractional shares
determined pursuant to SECTION 13.03. The Company shall determine such full
number of shares and the amounts of the required cash with respect to any
fractional share, and shall set forth such information in an Officer's
Certificate delivered to the Conversion Agent. The Conversion Agent shall have
no duties or responsibilities under this paragraph unless and until it has
received such certificate. Upon satisfaction of the conditions set forth in
paragraph 9 relating to the conversion of the Notes and the subsequent
conversion of any Note, the Company shall deliver notice of such conversion to
the Trustee within 15 Business Days of such conversion, and the Trustee shall
not be charged with knowledge of any facts contained in such notice and shall
not be responsible for taking any action in respect thereof (or liable for
failing to take any such action) until such time as the Trustee shall have
received such notice.

          The person in whose name the certificate for the Common Stock is
registered shall be treated as a stockholder of record on and after the
Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date when
the stock transfer books of the Company shall be closed shall be effective to
constitute the person or persons entitled to receive the shares of Common Stock
upon such conversion as the record holder or holders of such shares of Common
Stock on such date, but such surrender shall be effective to constitute the
person or persons entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes at the close of business on the next
succeeding day on which such stock transfer books are open regardless of whether
the last day on which a Note may be converted occurs in the interim. Such
conversion shall be at the Conversion Rate in effect on the date that such Note
shall have been surrendered for conversion, as if the stock transfer books of
the Company had not been closed. Upon conversion of a Note, such person shall no
longer be a Holder of such Note.

          No payment or adjustment will be made for dividends on or other
distribution with respect to any Common Stock except as provided in this Article
Thirteen. On conversion of a Note, that portion of accrued and unpaid interest
with respect to the converted Note shall not be cancelled, extinguished or
forfeited, but rather shall be paid in full to the Holder thereof in cash
through the Conversion Date.

          If the Holder converts more than one Note at the same time, the number
of shares of Common Stock issuable shall be based on the total principal amount
of the Notes converted.

          Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee shall upon receipt of a written order signed by an
Officer of the Company,

                                      -76-
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authenticate and deliver to the Holder, a new Note in an authorized denomination
equal in principal amount to the unconverted portion of the Note surrendered.

          If the last day on which a Note may be converted is not a Business Day
in a place where the Conversion Agent is located, the Note in order to be
converted must be surrendered to that Conversion Agent on or before the Business
Day immediately preceding such date.

SECTION 13.03.  FRACTIONAL SHARES.

          The Company will not issue a fractional share of Common Stock upon
conversion of a Note. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share shall be determined to the nearest 1/1000th of a share by multiplying the
Quoted Price, on the last Business Day prior to the Conversion Date of a full
share by the fractional amount and rounding the product to the nearest whole
cent.

SECTION 13.04.  TAXES ON CONVERSION.

          If a Holder converts a Note, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon the conversion. However, in the event that certificates for shares of
Common Stock are to be issued in a name other than the name of the Holder of the
Note converted, such Note, when surrendered for conversion, shall be accompanied
by an instrument of assignment or transfer, in form satisfactory to the Company,
duly executed by the registered holder thereof or his duly authorized attorney.
In addition, the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificates in a name other than that of the Holder of the converted Note,
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid or is not applicable.

SECTION 13.05.  COMPANY TO PROVIDE STOCK.

          The Company shall, prior to issuance of any Notes hereunder, and from
time to time as may be necessary, reserve out of its authorized but unissued
Common Stock a sufficient number of shares of Common Stock to permit the
conversion of the Notes.

          All shares of Common Stock delivered upon conversion of the Notes
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

          The Company will endeavor promptly to comply with all Federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Notes, if any, and will list or cause to have quoted
such shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.

SECTION 13.06.  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

                                      -77-
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          If, after the Issue Date, the Company:

                    (A) pays a dividend or makes a distribution on its Common
stock in shares of its Common Stock;

                    (B) subdivides its outstanding shares of Common Stock into a
greater number of shares;

                    (C) combines its outstanding shares of Common Stock into a
smaller number of shares;

                    (D) pays a dividend or makes a distribution on its Common
Stock in shares of its Capital Stock (other than Common Stock or rights,
warrants or options for its Capital Stock); or

                    (E) issues by reclassification of its Common Stock any
shares of its Capital Stock (other than rights, warrants or options for its
Capital Stock),

then the conversion privilege, the Conversion Price and the Conversion Rate in
effect immediately prior to such action shall be adjusted so that the Holder of
a Note thereafter converted may receive the number of shares of Capital Stock of
the Company which such Holder would have owned immediately following such action
if such Holder had converted the Note immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a Holder of a Note upon conversion of such Note
may receive shares of two or more classes of Capital Stock of the Company, the
Conversion Rate shall thereafter be subject to adjustment upon the occurrence of
an action taken with respect to any such class of, Capital Stock as is
contemplated by this Article Thirteen with respect to the Common Stock on terms
comparable to those applicable to Common Stock in this Article Thirteen.

SECTION 13.07.  ADJUSTMENT FOR ISSUANCES OF COMMON STOCK

          If after the Issue Date, the Company shall issue any shares of Common
Stock (including shares of Common Stock deemed to be issued pursuant to
subparagraph (C) below) other than Excluded Stock (as defined below), without
consideration or for a consideration per share less the Conversion Price (as
defined below) in effect immediately prior to such issuance (or deemed issuance)
of Common Stock, then the Conversion Rate in effect immediately prior to each
such issuance shall be adjusted in accordance with the formula:

           R'   =    R   X                 (O + N)
                             -----------------------------------
                                     (O + ((N X P) / M))

     where:

                                      -78-
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     R'=  the adjusted Conversion Rate.

     R =  the current Conversion Rate.

     O =  number of shares of Common Stock outstanding immediately prior to the
          issuance or deemed issuance to which this SECTION 13.07 is being
          applied.

     N =  the number of additional shares of Common Stock offered pursuant to
          the issuance or deemed issuance to which this SECTION 13.07 is being
          applied.

     P =  the offering price per share of the additional shares of Common Stock
          issued pursuant to the issuance or deemed issuance to which this
          SECTION 13.07 is being applied.

     M =  the Conversion Price in effect immediately prior to the issuance or
          deemed issuance to which this SECTION 13.07 is being applied.

          The adjustment shall become effective immediately upon the issuance or
deemed issuance to which this SECTION 13.07 applies.

          No adjustment shall be made under this SECTION 13.07 if the
application of the formula sated above in this SECTION 13.07 would result in a
value of R' that is less than the value of R.

          For the purposes of any adjustment of the Conversion Rate pursuant to
the formula above, the following provisions shall be applicable:

                    (A) In the case of the issuance of Common Stock for cash in
a public offering or private placement, the consideration shall be deemed to be
the amount of cash paid therefor after deducting therefrom any discounts,
commissions or placement fees payable by the Company to any underwriter or
placement agent in connection with the issuance and sale thereof; PROVIDED that
such deduction shall not exceed in the aggregate seven percent (7%) of the gross
proceeds of such sale or issuance.

                    (B) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof (such fair market value
being determined in good faith by the Board of Directors of the Company),
irrespective of any accounting treatment.

                    (C) The issuance after the Issue Date of options to purchase
or rights to subscribe for Common Stock, securities by their terms convertible
into or exchangeable for Common Stock, or options to purchase or rights to
subscribe for such convertible or exchangeable securities shall be deemed to be
an issuance of Common Stock for purposes of this SECTION 13.07. In the case of
any such issuance of options to purchase or rights to subscribe for Common
Stock, securities by their terms convertible into or exchangeable for Common
Stock, or options to purchase or rights to subscribe for such convertible or
exchange securities:

                                      -79-
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          (1) the aggregate maximum number of shares of Common Stock deliverable
     upon exercise of such options to purchase or rights to subscribe for Common
     Stock shall be deemed to have been issued at the time such options or
     rights were issued and for a consideration equal to the consideration
     (determined in the manner provided in subparagraphs (A) and (B) above), if
     any, received by the Company upon the issuance of such options or rights
     plus the minimum purchase price provided in such options or rights for the
     Common Stock covered thereby;

          (2) the aggregate maximum number of shares of Common Stock deliverable
     upon conversion of or in exchange for any such convertible or exchangeable
     securities or upon the exercise of options to purchase or rights to
     subscribe for such convertible or exchangeable securities and subsequent
     conversion or exchange thereof shall be deemed to have been issued at the
     time such securities, options, or rights were issued and for a
     consideration equal to the consideration received by the Company for any
     such securities and related options or rights (excluding any cash received
     on account of accrued interest or accrued dividends), plus the additional
     consideration, if any, to be received by the Company upon the conversion or
     exchange of such securities or the exercise of any related options or
     rights (the consideration in each case to be determined in the manner
     provided in subparagraphs (A) and (B) above);

          (3) on any change in the number of shares or exercise price of Common
     Stock deliverable upon exercise of any such options or rights or
     conversions of or exchange for such securities, including any change
     resulting from the antidilution provisions thereof, the applicable
     Conversion Rate shall forthwith be readjusted to such Conversion Rate as
     would have been obtained had the adjustment made upon the issuance of such
     options, rights or securities not exercised, converted or exchanged prior
     to such change or options or rights related to such securities not
     exercised, converted or exchanged prior to such change been made upon the
     basis of such change; and

          (4) on the expiration of any such options or rights, the termination
     of any such rights to convert or exchange or the expiration of any options
     or rights related to such convertible or exchangeable securities, the
     applicable Conversion Rate shall forthwith be readjusted to such Conversion
     Rate as would have been obtained had the adjustment made upon the issuance
     of such options, rights, securities or options or rights related to such
     securities been made upon the basis of the issuance of only the number of
     shares of Common Stock actually issued upon the exercise of such options or
     rights, upon the conversion or exchange of such securities, or upon the
     exercise of the options or rights related to such securities and subsequent
     conversion or exchange thereof.

          For purposes of this SECTION 13.07, "Excluded Stock" means (A) up to
2,000,000 shares of Common Stock, and options therefor, issued or granted from
time to time to employees, directors and officers of and consultants to the
Company pursuant to agreements, plans or arrangements approved by the Board of
Directors; (B) shares of Common Stock issued upon conversion of the Notes; (C)
shares of Common Stock issued by the Company in transactions that are covered by
SECTION 13.06; (D) shares of Common Stock issued or deemed issued as a result of
the antidilution provisions of the Class B Common Stock of the Company; (E)
shares issued upon exercise of the Series A Warrants and Series B Warrants to
purchase

                                      -80-
<Page>

Class D Common Stock and Class E Common Stock, respectively, of the Company
issued by the Company on the Issue Date; and (F) shares of Common Stock issued
upon conversion of the Class B, C, D and E Common Stock of the Company.

          For purposes of this SECTION 13.07, "Conversion Price" means the
quotient obtained by dividing (A) $50,000,000 by (B) the product of the
Conversion Rate multiplied by $50,000. The initial Conversion Price shall be
$7.29.

SECTION 13.08.  WHEN ADJUSTMENT MAY BE DEFERRED.

          No adjustment in the Conversion Rate need be made unless the
adjustment would require an increase or decrease of at least one share in the
Conversion Rate. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article Thirteen shall be made to the nearest cent or to the nearest 1/1,000th
of a share, as the case may be.

SECTION 13.09.  WHEN NO ADJUSTMENT REQUIRED.

          No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for
rights to purchase Capital Stock pursuant to any future dividend or distribution
which the Company determines to be comparable in purpose and in effect to the
dividend and subsequent distribution of Rights contemplated by the Rights
Agreement, if any.

          No adjustment need be made for a change in the par value or no par
value of the Common Stock.

SECTION 13.10.  NOTICE OF ADJUSTMENT.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to the Noteholders a notice of the adjustment. The Company shall file with
the Trustee and the Conversion Agent such notice and a certificate from the
Company's independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

SECTION 13.11.  VOLUNTARY INCREASE.

          The Company from time to time may increase the Conversion Rate by any
amount for any period of time. Whenever the Conversion Rate is increased, the
Company shall mail to the Noteholders and file with the Trustee and the
Conversion Agent a notice of the increase. The Company shall mail the notice at
least 15 days before the date the increased Conversion Rate takes effect. The
notice shall state the increased Conversion Rate and the period it will be in
effect.

          A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of SECTION 13.06 or 13.07.

                                      -81-
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SECTION 13.12.  NOTICE OF CERTAIN TRANSACTIONS.

          If:

          (A)   the Company takes any action that would require an adjustment in
                the Conversion Rate pursuant to SECTION 13.06 or 13.07 (unless
                no adjustment is to occur pursuant to SECTION 13.07); or

          (B)   the Company takes any action that would require a supplemental
                indenture pursuant to SECTION 13.13; or

          (C)   there is a liquidation or dissolution of the Company;

then the Company shall mail to the Noteholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

SECTION 13.13.  REORGANIZATION OF COMPANY; SPECIAL DISTRIBUTIONS.

          If the Company is a party to a transaction subject to SECTION 5.01 or
a merger or binding share exchange which reclassifies or changes its outstanding
Common Stock, the person obligated to deliver securities, cash or other assets
upon conversion of Notes shall enter into a supplemental indenture. If the
issuer of securities deliverable upon conversion of the Notes is an Affiliate of
the successor Company, that issuer shall join in the supplemental indenture.

          The supplemental indenture shall provide that the Holder of a Note may
convert it into the kind and amount of securities, cash or other assets which
such Holder would have received immediately after the consolidation, merger,
binding share exchange or transfer if such Holder had converted the Note
immediately before the effective date of the transaction. The supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practical to the adjustments provided for in this Article Thirteen. The
successor Company shall mail to the Noteholders a notice briefly describing the
supplemental indenture.

          If this Section applies, neither SECTION 13.06 nor 13.07 applies.

          If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company, then, from and after the record date for
determining the holders of Common Stock entitled to receive the distribution, a
Holder of a Note that converts such Note in accordance with the provisions of
this Indenture would upon such conversion be entitled to receive, in addition to
the shares of Common Stock into which the Note is convertible, the kind and
amount of securities, cash or other assets comprising the distribution that such
Holder would have received if such Holder had converted the Note immediately
prior to the record date for determining the holders of Common Stock entitled to
receive the distribution.

                                      -82-
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SECTION 13.14.  COMPANY DETERMINATION FINAL.

          Any determination that the Company or the Board of Directors must make
pursuant to SECTION 13.01, 13.03, 13.06, 13.07, 13.08, 13.09, 13.13 or 13.16 is
conclusive.

SECTION 13.15.  TRUSTEE'S ADJUSTMENT DISCLAIMER.

          The Trustee has no duty to determine when an adjustment under this
Article Thirteen should be made, how it should be made or what it should be, but
may accept as conclusive evidence of the correctness of any such adjustment, and
shall be protected in relying upon, any notice or certificate with respect
thereto which the Company delivers to the Trustee pursuant to this Indenture.
The Trustee has no duty to determine whether a supplemental indenture under
SECTION 13.14 need be entered into or whether any provisions of any supplemental
indenture are correct, but may accept as conclusive evidence of the correctness
thereof, and shall be protected in relying upon, any notice or certificate with
respect thereto which the Company delivers to the Trustee pursuant to this
Indenture. The Trustee shall not be accountable for and makes no representation
as to the validity or value of any securities or assets issued upon conversion
of Notes. The Trustee shall not be responsible for the Company's failure to
comply with this Article Thirteen. Each Conversion Agent shall have the same
protection under this SECTION 13.16 as the Trustee.

SECTION 13.16.  SIMULTANEOUS ADJUSTMENTS.

          In the event that this Article Thirteen requires adjustments to the
Conversion Rate under more than one of SECTIONS 13.06 or 13.07, and the record
dates for the distributions giving rise to such adjustments shall occur on the
same date, then such adjustments shall be made by applying, first, the
provisions of SECTION 13.06 and second, the provisions of SECTION 13.07.

SECTION 13.17.  SUCCESSIVE ADJUSTMENTS.

          After an adjustment to the Conversion Rate under this Article
Thirteen, any subsequent event requiring an adjustment under this Article
Thirteen shall cause an adjustment to the Conversion Rate as so adjusted.

SECTION 13.18.  RIGHTS ISSUED IN RESPECT OF COMMON STOCK ISSUED UPON CONVERSION.

          Each share of Common Stock issued upon conversion of Notes pursuant to
this Article Thirteen shall be entitled to receive the appropriate number of
preferred share purchase rights (the "Rights"), if any, and the certificates
representing the Common Stock issued upon such conversion shall bear such
legends, if any, in each case as provided by and subject to the terms of any
shareholder rights agreement (in each case, a "RIGHTS AGREEMENT") as in effect
at the time of such conversion. Notwithstanding anything else to the contrary in
this Article Thirteen there shall not be any adjustment to the conversion
privilege or Conversion Rate as a result of (i) the distribution of separate
certificates representing the Rights, (ii) the occurrence of certain events
entitling holders of Rights to receive, upon exercise thereof, Common Stock of
the Company or Capital Stock of another corporation or (iii) the exercise of
such Rights in accordance with a Rights Agreement.

                                      -83-
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                                ARTICLE FOURTEEN

                                  MISCELLANEOUS

SECTION 14.01.  TRUST INDENTURE ACT CONTROLS.

          This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture, and shall, to the extent applicable, be
governed by such provisions. If any provision of this Indenture modifies any TIA
provision that may be so modified, such TIA provision shall be deemed to apply
to this Indenture as so modified, If any provision of this Indenture excludes
any TIA provision that may be so excluded, such TIA provision shall be excluded
from this Indenture.

          The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

SECTION 14.02.  NOTICES.

          Any notice or communication shall be sufficiently given if in writing
and delivered in person, by facsimile and confirmed by overnight courier, or
mailed by first class mail addressed as follows:

          if to the Company or to the Guarantors:

          Polymer Group, Inc.
          4838 Jenkins Avenue
          N. Charleston, South Carolina 29405
          Attention:  Chief Financial Officer
          Facsimile:  (803) 747-4092
          Telephone:  (803) 744-5174

          with a copy, which shall not constitute notice, to:

          Kirkland & Ellis
          200 East Randolph Drive
          Chicago, Illinois 60601
          Attention:  H. Kurt von Moltke, Esq.
          Facsimile:  (312) 861-2200
          Telephone:  (312) 861-2000

                                      -84-
<Page>

          if to the Trustee:

          Wilmington Trust Company
          Rodney Square North
          1100 N. Market Street
          Wilmington, Delaware 19890
          Attention:   Corporate Trust Administration
          Facsimile:   (302) 651-8882

          with a copy, which shall not constitute notice, to:

          Nixon Peabody LLP
          937 Madison Avenue
          New York, New York 10022
          Attention:   Bart Pisella
          Facsimile:   (212) 940-3111

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

          Any notice or communication mailed, first class, postage prepaid, to a
Holder including any notice delivered in connection with TIA Section 310(b), TIA
Section 313(c), TIA Section 314(a) and TIA Section 315(b), shall be mailed to
him at his address as set forth on the Note Register and shall be sufficiently
given to him if so mailed within the time prescribed. To the extent required by
the TIA, any notice or communication shall also be mailed to any Person
described in TIA Section 313(c).

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. Except for a
notice to the Trustee, which is deemed given only when received, if a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

SECTION 14.03.  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 Notes. The
Company, the Trustee, the Registrar and any other person shall have the
protection of TIA Section 312(c).

SECTION 14.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee at the request of the Trustee:

          (1) an Officers' Certificate in form and substance 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

                                      -85-
<Page>

          (2) an Opinion of Counsel in form and substance satisfactory to the
     Trustee stating that, among other things, in the opinion of such counsel,
     all such conditions precedent (including any compliance with covenants
     which constitutes a condition precedent) have been complied with; PROVIDED,
     HOWEVER, that with respect to matters of fact an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

SECTION 14.05.  STATEMENTS REQUIRED IN CERTIFICATE.

          Each certificate 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 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 contained in such certificate 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.

SECTION 14.06.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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

SECTION 14.07.  GOVERNING LAW.

          The laws of the State of New York shall govern this Indenture, the
Notes and the Note Guarantees without regard to principles of conflicts of law.

SECTION 14.08.  NO RECOURSE AGAINST OTHERS.

          A director, officer, employee or stockholder, as such, of the Company
or any of its Affiliates shall not have any liability for any obligations of the
Company or any of its Affiliates under the Notes, the Guarantee of such
Guarantor or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Guarantees.

SECTION 14.09.  SUCCESSORS.

                                      -86-
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          All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of each Guarantor in this Indenture and such
Guarantor's Guarantee shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

SECTION 14.10.  COUNTERPART ORIGINALS.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 14.11.  SEVERABILITY.

          In case any provision in this Indenture, in the Notes or in the
Guarantee shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and a Holder shall have no claim therefor against any party
hereto.

SECTION 14.12.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 14.13.  LEGAL HOLIDAYS.

          If a payment date is a not a Business Day at a place of payment,
payment may be made at that place on the next succeeding Business Day, and no
interest shall accrue for the intervening period.

                            [Signature Pages Follow]

                                      -87-
<Page>

                                   SIGNATURES

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

                                    POLYMER GROUP, INC.


                                    By: /s/ James G. Boyd
                                        ----------------------------------------
                                    Name:  James G. Boyd
                                    Title: Ex. VP, Treasurer and CFO

                                    PGI POLYMER, INC.
                                    PGI EUROPE, INC.
                                    PNA CORP.
                                    FNA POLYMER CORP.
                                    FABRENE CORP.
                                    FABRENE GROUP, L.L.C.
                                    FIBERTECH GROUP, INC.
                                    TECHNETICS GROUP, INC.
                                    FIBERGOL CORPORATION
                                    CHICOPEE, INC.
                                    DOMINION TEXTILE (USA) INC.
                                    POLY-BOND INC.
                                    LORETEX CORPORATION
                                    FNA ACQUISITION, INC.
                                    FABPRO ORIENTED POLYMERS, INC.
                                    PGI ASSET MANAGEMENT COMPANY
                                    PGI SERVICING COMPANY
                                    PRISTINE BRANDS CORPORATION
                                    POLYIONIX SEPARATION TECHNOLOGIES, INC.
                                    BONLAM (S.C.), INC.

                                    as Guarantors


                                    By: /s/ James G. Boyd
                                        ----------------------------------------
                                    Name:  James G. Boyd
                                    Title: Ex. VP, Treasurer and CFO

                                    WILMINGTON TRUST COMPANY, as Trustee

                                    By: /s/ James J. McGinley
                                        ----------------------------------------
                                    Name:  James J. McGinley
                                    Title: Authorized Signer

                                      -88-
<Page>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                               POLYMER GROUP, INC.
                        10% Convertible Subordinated Note
                              due December 31, 2007

                                                       CUSIP No.: [     ]
No. [    ]                                                       $[     ]

          POLYMER GROUP, INC., a Delaware corporation (the "Company", which term
includes any successor corporation), for value received promises to pay to [] or
registered assigns, the principal sum of [    ] Dollars, on December 31, 2007.

          Interest Payment Dates: January 1 and July 1, commencing on July 1,
2003.

          Interest Record Dates:  December 15 and June 15.

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

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                        POLYMER GROUP, INC.

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


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

Dated: [      ]

                                       A-1
<Page>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the 10% Convertible Subordinated Notes due December 31,
2007 described in the within-mentioned Indenture.

Dated: [   ]
                                        WILMINGTON TRUST COMPANY,
                                        as Trustee

                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                       A-2
<Page>

                                (REVERSE OF NOTE)

                               POLYMER GROUP, INC.
                        10% Convertible Subordinated Note
                              due December 31, 2007

1.   Interest.

          POLYMER GROUP, INC., a Delaware corporation (the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above. Cash interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from _______, 2003. The
Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing July 1, 2003. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

          The Company shall pay interest on overdue principal from time to time
on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Notes.

2.   Method of Payment.

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

3.   Paying Agent and Registrar.

          Initially, Wilmington Trust Company (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Registrar.

4.   Indenture and Guarantees.

          The Company issued the Notes under an Indenture, dated as of March 5,
2003 (the "Indenture"), by and among the Company, the Guarantors and the
Trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. This Note is one of a duly authorized issue of Notes
of the Company designated as its 10% Convertible Subordinated Notes due 2007,
limited (except as otherwise provided in the Indenture) in aggregate principal
amount to $50,000,000, which may be issued under the Indenture. The terms

                                       A-3
<Page>

of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as
otherwisE indicated in the Indenture) until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are
general unsecured obligations of the Company. The Notes are subordinated in
right of payment to all Senior Indebtedness of the Company to the extent and in
the manner provided in the Indenture. Each Holder of a Note, by accepting a
Note, agrees to such subordination, authorizes the Trustee to give effect to
such subordination and appoints the Trustee as attorney-in-fact for such
purpose.

          Payment on the Notes is guaranteed (each, a "Guarantee"), on a
subordinated junior basis, jointly and severally, by each Domestic Restricted
Subsidiary of the Company existing on the Issue Date (each, a "Guarantor")
pursuant to Article Eleven and Article Twelve of the Indenture. In addition, in
certain circumstances subject to certain exceptions, the Indenture requires the
Company to cause each Domestic Restricted Subsidiary formed, created or acquired
after the Issue Date to become a party to the Indenture as a Guarantor and
guarantee payment on the Notes pursuant to Article Eleven and Article Twelve of
the Indenture. In certain circumstances, the Guarantees may be released.

5.   Optional Redemption.

          The Notes will be redeemable at the option of the Company, in whole or
in part, at any time, at a redemption price equal to the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the Redemption
Date (subject to the right of holders of record on the relevant Interest Record
Date to receive interest due on the relevant Interest Payment Date) if the
Quoted Price exceeds 130% of the Conversion Price per share for 20 trading days
in a period of 30 consecutive trading days.

6.   Notice of Redemption.

          Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. The Trustee may select for
redemption portions of the principal amount of Notes that have denominations
equal to or larger than $1,000 principal amount. Notes and portions of them that
the Trustee so selects shall be in amounts of $1,000 principal amount or
integral multiples thereof.

          If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in a principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the Redemption Date, interest
will cease to accrue on Notes or portions thereof called for redemption so long
as the Company has deposited with the Paying Agent for the Notes funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

                                       A-4
<Page>

7.   Limitation on Disposition of Assets.

          The Company is, subject to certain conditions and certain exceptions,
obligated to make an Offer to Purchase Notes at a purchase price equal to 100%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Purchase Date (subject to the right of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date) with the proceeds of certain asset dispositions.

8.   Denominations; Transfer; Exchange.

          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange of Notes in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes or portions thereof
selected for redemption, except the unredeemed portion of any Note being
redeemed in part.

9.   Conversion

          Subject to the next two succeeding sentences, a Holder of a Note may
convert such Note into Common Stock of the Company at any time before the close
of business on December 31, 2007. If the last day on which a Note may be
converted is not a Business Day in a place where the Conversion Agent is
located, the Note in order to be converted must be surrendered to that
Conversion Agent on or before the Business Day immediately preceding such date.
If the Note is called for redemption, the Holder may convert it at any time
before the close of business on the Redemption Date. A Note in respect of which
a Holder has delivered a notice of exercise of the option to require the Company
to purchase such Note may be converted only if the notice of exercise is
withdrawn in accordance with the terms of the Indenture.

          The initial Conversion Rate is 137.14286 shares of Common Stock per
$1,000 principal amount, subject to adjustment in certain events described in
the Indenture. The Company will deliver cash or a check in lieu of any
fractional share of Common Stock.

          To convert a Note a Holder must (1) complete and manually sign the
conversion notice attached to the Note (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, the
Company and the Trustee, (2) surrender the Note to a Conversion Agent, if such
Holder holds a Physical Note, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) if required, pay all transfer or similar taxes.

          A Holder may convert a portion of a Note if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the Common Stock except as provided in
the Indenture.

          The Conversion Rate will be adjusted in accordance with Article XIII
of the Indenture. The Company from time to time may voluntarily increase the
Conversion Rate.

                                       A-5
<Page>

          If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a Note
into Common Stock may be changed into a right to convert it into securities,
cash or other assets of the Company or another person.

10.  Persons Deemed Owners.

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

11.  Unclaimed Funds.

          If funds for the payment of principal or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to the Company
at its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.

12.  Legal Defeasance and Covenant Defeasance.

          The Company and the Guarantors may be discharged from their
obligations under the Indenture, the Notes and the Guarantees, except for
certain provisions thereof, and may be discharged from obligations to comply
with certain covenants contained in the Indenture, the Notes and the Guarantees,
in each case upon satisfaction of certain conditions specified in the Indenture.

13.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture, the Notes and the
Guarantees may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding. Without notice to or
consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Notes and the Guarantees to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes or comply with any requirements of the SEC
in connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder
of a Note.

14.  Restrictive Covenants.

          The Indenture contains certain covenants that, among other things,
limit the ability of the Company and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments by Restricted Subsidiaries
to the Company, to consolidate, merge or sell all or substantially all of its
assets, to engage in transactions with affiliates or certain other related
persons. The limitations are subject to a number of important qualifications and
exceptions. The Company must report annually to the Trustee on compliance with
such limitations.

                                       A-6
<Page>

15.  Defaults and Remedies.

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

16.  Trustee Dealings with Company.

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

17.  No Recourse Against Others.

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

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Note.

19.  Abbreviations and Defined Terms.

          Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

20.  CUSIP Numbers.

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

                                       A-7
<Page>

21.  Governing Law.

          The laws of the State of New York shall govern the Indenture, this
Note and any Guarantee thereof without regard to principles of conflicts of
laws.

                                       A-8
<Page>

                            [FORM OF NOTE GUARANTEE]

                     CONVERTIBLE SUBORDINATED NOTE GUARANTEE

          The Guarantor (as defined in the Indenture referred to in the Note
upon which this notation is endorsed) hereby unconditionally guarantees on a
junior subordinated basis (such Guarantee by the Guarantor being referred to
herein as the "Guarantee") the due and punctual payment of the principal of,
premium, if any, and interest on the Notes, whether at maturity, by acceleration
or otherwise, the due and punctual payment of interest on the overdue principal,
premium and interest on the Notes, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture.

          The obligations of the Guarantor to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and
are expressly subordinated and subject in right of payment to the prior payment
in full of all Guarantor Senior Indebtedness (as defined in the Indenture) of
such Guarantor, to the extent and in the manner provided in Article Eleven and
Article Twelve of the Indenture, and reference is hereby made to such Indenture
for the precise terms of the Guarantee therein made.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which this Note Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

          This Note Guarantee shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts
of law.

This Note Guarantee is subject to release upon the terms set forth in the
Indenture.

                                        PGI POLYMER, INC.
                                        PGI EUROPE, INC.
                                        PNA CORP.
                                        FNA POLYMER CORP.
                                        FABRENE GROUP, INC.
                                        FABRENE CORP.
                                        FABRENE GROUP, L.L.C.
                                        FIBERTECH GROUP, INC.
                                        TECHNETICS GROUP, INC.
                                        FIBERGOL CORPORATION
                                        CHICOPEE HOLDINGS B.V.
                                        CHICOPEE, INC.
                                        DOMINION TEXTILE (USA) INC.
                                        POLY-BOND INC.
                                        LORETEX CORPORATION
                                        FNA ACQUISITION, INC.
                                        FABPRO ORIENTED POLYMERS, INC.

                                       A-9
<Page>

                                        PGI ASSET MANAGEMENT COMPANY
                                        PGI SERVICING COMPANY
                                        PRISTINE BRANDS CORPORATION
                                        POLYIONIX SEPARATION TECHNOLOGIES, INC.
                                        BONLAM (S.C.), INC.

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

                                      A-10
<Page>

                                 ASSIGNMENT FORM

I or we assign and transfer this Note to

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint ________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

Dated:                               Signed:
      -----------------                      --------------------------------
                                             (Signed exactly as name appears
                                             on the other side of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

                                      A-11
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.05 of the Indenture, check the appropriate box:

Section 4.05 / /

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.05 of the Indenture, state the amount:
$_____________

Dated:                               Signed:
      -----------------                      --------------------------------
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

                                      A-12
<Page>

                            FORM OF CONVERSION NOTICE

To: CONVERSION AGENT

     The undersigned beneficial owner of the Note hereby irrevocably exercises
the option to convert this Note, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Class A Common Stock
of Polymer Group, Inc. in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment in lieu of fractional shares and
Notes representing any unconverted principal amount hereof, be issued and
delivered to the beneficial owner hereof unless a different name has been
indicated below. If shares or any portion of this Note not exchanged are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest and taxes accompanies this Note.

Dated:

Fill in for registration of shares if to be       ______________________________
   delivered, and Notes if to be
   issued, other than to and in the name of       ______________________________
   the beneficial owner
   (Please Print):

                                                 -------------------------------
                                                 Signature(s)
                                                 Principal amount to be
                                                 exchanged (if less than
_____________________________________            all);
                (Name)                           _______________________________
_____________________________________                      $__,000
           (Street Address)
_____________________________________            _______________________________
      (City, State and Zip Code)                 Social Security or other
                                                 Taxpayer Identification
                                                 Number

Signature Guarantee:

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

Signatures must be guaranteed by an eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Notes are to be delivered, other than to and in the name of the registered
holder(s).

                                      A-13
<Page>

                                                                       EXHIBIT B

                         FORM OF LEGEND FOR GLOBAL NOTES

          Any Global Note authenticated and delivered hereunder shall bear a
legend in substantially the following form:

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

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

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

                                       B-1