<PAGE>





                                                               EXHIBIT 4.25




                    COLLINS & AIKMAN PRODUCTS CO., AS ISSUER


                                       AND


                   COLLINS & AIKMAN CORPORATION, AS GUARANTOR


                       SENIOR SUBORDINATED DEBT SECURITIES





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


                                    INDENTURE


                              DATED AS OF , 200[ ]


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

                                 [ ], AS TRUSTEE








<PAGE>





                              CROSS-REFERENCE TABLE

            This Cross-Reference Table is not a part of the Indenture.

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

   TIA                                       Indenture
Section                                       Section
-------                                    ------------

310(a)(1).................................     7.10
(a)(2)....................................     7.10
(a)(3)....................................     N.A.
(a)(4)....................................     N.A.
(b).......................................     7.08; 7.10; 11.02
311(a)....................................     7.11
(b).......................................     7.11
(c).......................................     N.A.
312(a)....................................     2.05
(b).......................................     11.03
(c).......................................     11.03
313(a)....................................     7.06
(b)(1)....................................     N.A.
(b)(2)....................................     7.06
(c).......................................     11.02
(d).......................................     7.06
314(a)....................................     4.02; 11.02
(b).......................................     N.A.
(c)(1)....................................     11.04
(c)(2)....................................     11.04
(c)(3)....................................     N.A.
(d).......................................     N.A.
(e).......................................    11.05
315(a)....................................    7.01(b)
(b)......................................     7.05; 11.02
(c)......................................     7.01(a)
(d).......................................    7.01(c)
(e).......................................    6.11
316(a)(last sentence).....................    11.06
(a)(1)(A).................................    6.05
(a)(1)(B).................................    6.04
(a)(2)....................................    N.A.
(b).......................................    6.07
317(a)(1).................................    6.08
(a)(2)....................................    6.09
(b).......................................    2.04
318(a)....................................    11.01


_______________________
N. A. means Not Applicable
<PAGE>









                     TABLE OF CONTENTS

     This Table of Contents is not a part of the Indenture





                                   ARTICLE ONE

                   Definitions and Incorporation by Reference

Section 1.01.    Definitions............................................1
Section 1.02.    Other Definitions......................................6
Section 1.03.    Incorporation by Reference of Trust Indenture Act......6
Section 1.04.    Rules of Construction..................................7

                               ARTICLE TWO

                             The Securities

Section 2.01.    Form and Dating........................................7
Section 2.02.    Execution and Authentication..........................10
Section 2.03.    Registrar and Paying Agent............................11
Section 2.04.    Paying Agent To Hold Money in Trust...................11
Section 2.05.    Holder Lists..........................................11
Section 2.06.    Transfer and Exchange.................................12
Section 2.07.    Replacement Securities................................12
Section 2.08.    Outstanding Securities................................13
Section 2.09.    Temporary Securities..................................13
Section 2.10.    Cancellation..........................................13
Section 2.11.    Defaulted Interest....................................14
Section 2.12.    Treasury Securities...................................14
Section 2.13.    CUSIP Numbers.........................................14
Section 2.14.    Deposit of Moneys.....................................14
Section 2.15.    Book-Entry Provisions for Global Security.............15
Section 2.16.    Denominations.........................................16

                              ARTICLE THREE

                               Redemption

Section 3.01.    Notices to Trustee....................................16
Section 3.02.    Selection of Securities To Be Redeemed................17


<PAGE>

Section 3.03.    Notice of Redemption..................................17
Section 3.04.    Effect of Notice of Redemption........................18
Section 3.05.    Deposit of Redemption Price...........................18
Section 3.06.    Securities Redeemed in Part...........................18

                              ARTICLE FOUR

                                Covenants

Section 4.01.    Payment of Securities.................................18
Section 4.02.    Maintenance of Office or Agency.......................19
Section 4.03.    Compliance Certificate................................19
Section 4.04.    Payment of Taxes; Maintenance of Corporate
                 Existence; Maintenance of Properties..................19

                              ARTICLE FIVE

                          Successor Corporation

Section 5.01.    When Company May Merge, etc...........................20

                               ARTICLE SIX

                          Defaults and Remedies

Section 6.01.    Events of Default.....................................21
Section 6.02.    Acceleration..........................................22
Section 6.03.    Other Remedies........................................23
Section 6.04.    Waiver of Existing Defaults...........................23
Section 6.05.    Control by Majority...................................23
Section 6.06.    Limitation on Suits...................................24
Section 6.07.    Rights of Holders To Receive Payment..................24
Section 6.08.    Collection Suit by Trustee............................24
Section 6.09.    Trustee May File Proofs of Claim......................24
Section 6.10.    Priorities............................................25
Section 6.11.    Undertaking for Costs.................................25

                              ARTICLE SEVEN

                                 Trustee

Section 7.01.    Duties of Trustee.....................................26
Section 7.02.    Rights of Trustee.....................................27
Section 7.03.    Individual Rights of Trustee..........................28

<PAGE>

Section 7.04.        Trustee's Disclaimer..............................28
Section 7.05.        Notice of Defaults................................28
Section 7.06.        Reports by Trustee to Holders.....................29
Section 7.07.        Compensation and Indemnity........................29
Section 7.08.        Replacement of Trustee............................29
Section 7.09.        Successor Trustee by Merger, etc..................30
Section 7.10.        Eligibility; Disqualification.....................30
Section 7.11.        Preferential Collection of Claims Against Company.31

                                  ARTICLE EIGHT

                             Discharge of Indenture

Section 8.01.        Defeasance upon Deposit of Moneys or U.S.
                     Government Obligations........................    31
Section 8.02.        Survival of the Company's Obligations.............34
Section 8.03.        Application of Trust Money........................34
Section 8.04.        Repayment to the Company..........................35
Section 8.05.        Reinstatement.....................................35

                                  ARTICLE NINE

                                    Guarantee

Section 9.01.        Unconditional Guarantee...........................36
Section 9.02.        Severability......................................37
Section 9.03.        Limitation of the Guarantor's Liability...........37
Section 9.04.        Waiver of Subrogation.............................38
Section 9.05.        Execution of Guarantee............................38

                                   ARTICLE TEN

                       Amendments, Supplements and Waivers

Section 10.01.       Without Consent of Holders........................39
Section 10.02.       With Consent of Holders...........................40
Section 10.03.       Compliance with Trust Indenture Act...............42
Section 10.04.       Revocation and Effect of Consents.................42
Section 10.05.       Notation on or Exchange of Securities.............42
Section 10.06.       Trustee to Sign Amendments, etc...................43


<PAGE>

                                 ARTICLE ELEVEN

                                  Miscellaneous

Section 11.01.       Trust Indenture Act Controls.........................43
Section 11.02.       Notices..............................................43
Section 11.03.       Communications by Holders with Other Holders.........44
Section 11.04.       Certificate and Opinion as to Conditions Precedent...44
Section 11.05.       Statements Required in Certificate or Opinion........45
Section 11.06.       Rules by Trustee and Agents..........................45
Section 11.07.       Legal Holidays.......................................45
Section 11.08.       Governing Law........................................45
Section 11.09.       No Adverse Interpretation of Other Agreements........46
Section 11.10.       No Recourse Against Others...........................46
Section 11.11.       Successors and Assigns...............................46
Section 11.12.       Duplicate Originals..................................46
Section 11.13.       Severability.........................................46

                                 ARTICLE TWELVE

                           Subordination of Securities

Section 12.01.       Securities Subordinated to Senior Indebtedness.......46
Section 12.02.       No Payment on Securities in Certain Circumstances....47
Section 12.03.       Payment Over of Proceeds upon Dissolution, etc.......48
Section 12.04.       Subrogation..........................................49
Section 12.05.       Obligations of Company Unconditional.................50
Section 12.06.       Notice to Trustee....................................50
Section 12.07.       Reliance on Judicial Order or Certificate of
                     Liquidating Agent....................................51
Section 12.08.       Trustee's Relation to Senior Indebtedness............51
Section 12.09.       Subordination Rights Not Impaired by Acts or
                     Omissions of the Company or Holders of Senior
                     Indebtedness.........................................52
Section 12.10.       Holders Authorize Trustee To Effectuate
                     Subordination of Securities..........................52
Section 12.11.       This Article Not To Prevent Events of Default........52
Section 12.12.       Trustee's Compensation Not Prejudiced................52
Section 12.13.       No Waiver of Subordination Provisions................53
Section 12.14.       Certain Payments May Be Paid Prior to Dissolution....53


<PAGE>

                                ARTICLE THIRTEEN

                           Subordination of Guarantee

Section 13.01.       Guarantee Obligations Subordinated to
                     Guarantor Senior Indebtedness........................54
Section 13.02.       No Payment on Guarantee in Certain Circumstances.....54
Section 13.03.       Payment Over of Proceeds upon Dissolution, etc.......55
Section 13.04.       Subrogation..........................................56
Section 13.05.       Obligations of Guarantor Unconditional...............57
Section 13.06.       Notice to Trustee....................................58
Section 13.07.       Reliance on Judicial Order or Certificate
                     of Liquidating Agent..........................59
Section 13.08.       Trustee's Relation to Guarantor Senior Indebtedness..59
Section 13.09.       Subordination Rights Not Impaired by Acts
                     or Omissions of the Guarantor or Holders of Guarantor
                     Senior Indebtedness..................................59
Section 13.10.       Holders Authorize Trustee To Effectuate
                     Subordination of Guarantee...........................60
Section 13.11.       This Article Not To Prevent Events of Default........60
Section 13.12.       Trustee's Compensation Not Prejudiced................60
Section 13.13.       No Waiver of Guarantee Subordination Provisions......60
Section 13.14.       Certain Payments May Be Paid Prior to Dissolution....61
Signatures           .....................................................S-1

EXHIBIT A - Form of Security


<PAGE>






                  INDENTURE dated as of , 200[ ], by and among COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the "Company"), as issuer, COLLINS &
AIKMAN CORPORATION, as guarantor and [ ], a (the "Trustee"), as trustee.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.         Definitions.
                      -----------

                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date.

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

<PAGE>
                                      -2-


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

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

                  "Guarantee" means the Guarantee of the Securities by the
Guarantor under this Indenture.

                  "Guarantor Senior Indebtedness" of the Guarantor means, with
respect to the Guarantor:

                    (1) the principal (including redemption payments), premium,
         if any, interest and other payment obligations in respect of (A) the
         Guarantor's indebtedness for money borrowed and (B) the Guarantor's
         indebtedness evidenced by securities, debentures, bonds, notes or other
         similar instruments issued by the Guarantor, including any such
         securities issued under any deed, indenture or other instrument to
         which the Guarantor is a party (including, for the avoidance of doubt,
         indentures pursuant to which senior debt securities have been or may be
         issued);

                    (2) all of the Guarantor's obligations issued or assumed as
         the deferred purchase price of property, all of the Guarantor's
         conditional sale obligations, all of the Guarantor's hedging agreements
         and agreements of a similar nature thereto and all agreements relating
         to any such agreements, and all of the Guarantor's obligations under
         any title retention agreement (but excluding trade accounts payable
         arising in the ordinary course of business);

                    (3) all of the Guarantor's obligations for reimbursement on
         any letter of credit, banker's acceptance, security purchase facility
         or similar credit transaction;

                    (4) all obligations of the type referred to in clauses (1)
         through (3) above of other persons for the payment of which the
         Guarantor is responsible or liable as obligor, Guarantor or otherwise;

                    (5) all obligations of the type referred to in clauses (1)
         through (4) above of other persons secured by any lien on any of the
         Guarantor's property or assets (whether or not such obligation is
         assumed by the Guarantor); and

<PAGE>


                    (6) any deferrals, amendments, renewals, extensions,
         modifications and refundings of all obligations of the type referred to
         in clauses (1) through (5) above, in each case whether or not
         contingent and whether outstanding at the date of effectiveness of the
         applicable indenture or thereafter incurred,

except, in each case, for the Guarantee and any such other indebtedness or
deferral, amendment, renewal, extension, modification or refunding that contains
express terms, or is issued under a deed, indenture or other instrument, which
contains express terms, providing that it is subordinate to or ranks equal with
the Guarantee. Such Guarantor Senior Indebtedness shall continue to be Guarantor
Senior Indebtedness and be entitled to the benefits of Article Thirteen of this
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
Senior Indebtedness and the Trustee or any of the Holders.

                  "Guarantor" means Collins & Aikman Corporation, a Delaware
corporation.

                  "Holder" means the Person in whose name a Note is registered
in the books of the Registrar for the Securities.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "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.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "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.

<PAGE>



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

                  "Post-Petition Interest" means interest on any Senior
Indebtedness accruing subsequent to events of bankruptcy of the Company and its
Subsidiaries at the rate provided in the document evidencing such Senior
Indebtedness, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under bankruptcy law.

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

                  "Representative" means, with respect to any indebtedness that
is Senior Indebtedness or Guarantor Senior Indebtedness, the trustee, agent or
other representative appointed to act on behalf of holders of such indebtedness
or, if no Representative has been appointed, any holder of such indebtedness.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means any Securities that are issued under this
Indenture.

                  "Senior Indebtedness" of the Company means:

                           (1) the principal (including redemption payments),
         premium, if any, interest and other payment obligations in respect of
         (A) the Company's indebtedness for money borrowed and (B) the Company's
         indebtedness evidenced by securities, debentures, bonds, notes or other
         similar instruments issued by the Company, including any such
         securities issued under any deed, indenture or other instrument to
         which the Company is a party (including, for the avoidance of doubt,
         indentures pursuant to which senior debt securities have been or may be
         issued);

                           (2) all of the Company's obligations issued or
         assumed as the deferred purchase price of property, all of the
         Company's conditional sale obligations, all of the Company's hedging
         agreements and agreements of a similar nature thereto and all
         agreements relating to any such agreements, and all of the Company's
         obligations under any title retention agreement (but excluding trade
         accounts payable arising in the ordinary course of business);

<PAGE>


                           (3) all of the Company's obligations for
         reimbursement on any letter of credit, banker's acceptance, security
         purchase facility or similar credit transaction;

                           (4) all obligations of the type referred to in
         clauses (1) through (3) above of other persons for the payment of which
         the Company is responsible or liable as obligor, Guarantor or
         otherwise;

                           (5) all obligations of the type referred to in
         clauses (1) through (4) above of other persons secured by any lien on
         any of the Company's property or assets (whether or not such obligation
         is assumed by the Company); and

                           (6) any deferrals, amendments, renewals, extensions,
         modifications and refundings of all obligations of the type referred to
         in clauses (1) through (5) above, in each case whether or not
         contingent and whether outstanding at the date of effectiveness of the
         applicable indenture or thereafter incurred,

except, in each case, for the Securities and any such other indebtedness or
deferral, amendment, renewal, extension, modification or refunding that contains
express terms, or is issued under a deed, indenture or other instrument, which
contains express terms, providing that it is subordinate to or ranks equal with
the Securities. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of Article Twelve of this Indenture
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness and notwithstanding that no express written subordination agreement
may have been entered into between the holders of such Senior Indebtedness and
the Trustee or any of the Holders.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

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

<PAGE>


                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

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

Section 1.02.         Other Definitions.
                      -----------------

                                                        Defined in
Term                                                     Section
----
"Agent Members"....................................       2.15
"Business Day".....................................      11.07
"Custodian"........................................       6.01
"Depository".......................................       2.15
"Event of Default".................................       6.01
"Legal Holiday"....................................      11.07
"Paying Agent".....................................       2.03
"Registrar"........................................       2.03



Section 1.03.         Incorporation by Reference of Trust Indenture Act.
                      -------------------------------------------------

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

                  "Commission" means the SEC.

<PAGE>


                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, the
Guarantor, or any other obligor on the Securities of a Series or any Guarantee
thereof.

                  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 have
the meanings so assigned to them.

Section 1.04.         Rules of Construction.
                      ---------------------

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

                  (5)      provisions apply to successive events and
                           transactions.


                                   ARTICLE TWO

                                 THE SECURITIES


Section 2.01.         Form and Dating.
                      ---------------

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the
Securities of the Series, which may include the following:

<PAGE>


         (1)      the title of such Series and any specific subordination
                  provisions applicable thereto, if different from or
                  incremental to the provisions hereof;

         (2)      the aggregate principal amount of such Securities and any
                  limit on such aggregate principal amount;

         (3)      the price (expressed as a percentage of the principal amount
                  thereof) at which such Securities will be issued and, if other
                  than the principal amount thereof, the portion of the
                  principal amount thereof payable upon declaration of
                  acceleration of the maturity thereof;

         (4)      if convertible into shares of Capital Stock, the terms on
                  which such Securities are convertible, including the initial
                  conversion price, the conversion period, any events requiring
                  an adjustment of the applicable conversion price and any
                  requirements relating to the reservation of such Capital Stock
                  for purposes of conversion;

         (5)      the date(s), or the method for determining such date or dates,
                  on which the principal of such Securities will be payable and,
                  if applicable, the terms on which such maturity may be
                  extended;

         (6)      the rate(s) (which may be fixed or floating), or the method by
                  which such rate or rates shall be determined, at which such
                  Securities will bear interest, if any;

         (7)      the date(s), or the method for determining such date or dates,
                  from which any such interest will accrue, the dates on which
                  any such interest will be payable, the record dates for such
                  interest payment dates, or the method by which such dates
                  shall be determined, the Persons to whom such interest shall
                  be payable, and the basis upon which interest shall be
                  calculated if other than that of a 360-day year of twelve
                  30-day months;

         (8)      the place(s) where the principal of and interest, if any, on
                  such Securities will be payable, where such Securities may be
                  surrendered for registration of transfer or exchange and where
                  notices or demands to or upon the Company in respect of such
                  Securities and this Indenture may be served;

         (9)      the period(s), if any, within which, the price or prices at
                  which and the other terms and conditions upon which such
                  Securities may, pursuant to any optional or mandatory
                  redemption provisions, be redeemed, as a whole or in part, at
                  the Company's option;

<PAGE>


         (10)     the Company's obligation, if any, to redeem, repay or purchase
                  such Securities pursuant to any sinking fund or analogous
                  provision or at the option of a Holder thereof, and the period
                  or periods within which, the price or prices at which and the
                  other terms and conditions upon which such Securities will be
                  redeemed, repaid or purchased, as a whole or in part, pursuant
                  to such obligations;

         (11)     if other than U.S. dollars, the currency or currencies in
                  which the principal of and interest, if any, on such
                  Securities are denominated and payable, which may be a foreign
                  currency or units of two or more foreign currencies or a
                  composite currency or currencies, and the terms and conditions
                  relating thereto;

         (12)     whether the amount of payments of principal of or interest, if
                  any, on such Securities may be determined with reference to an
                  index, formula or other method (which index, formula or method
                  may, but need not be, based on the yield on or trading price
                  of other securities, including U.S. Treasury securities, or on
                  a currency, currencies, currency unit or units, or composite
                  currency or currencies) and the manner in which such amounts
                  shall be determined;

         (13)     whether the principal of or interest, if any, on such
                  Securities are to be payable, at the election of the Company
                  or a holder thereof, in a currency of currencies, currency
                  unit or units or composite currency or currencies other than
                  that in which such Securities are denominated or stated to be
                  payable and the period or periods within which, and the terms
                  and conditions upon which, such election may be made;

         (14)     provisions, if any, granting special rights to the Holders of
                  such Securities upon the occurrence of such events as may be
                  specified;

         (15)     any deletions from modifications of or additions to Articles
                  Four, Five or Six hereof with respect to such Securities,
                  whether or not such additions or modifications are consistent
                  with Articles Four, Five or Six hereof;

         (16)     whether such Securities are to be issuable initially in
                  temporary global form and whether any such Securities of the
                  series are to be issuable in permanent global form and, if so,
                  whether beneficial owners of interests in any such security in
                  permanent global form may exchange such interests for such
                  Securities and of like tenor of any authorized form and
                  denomination and the circumstances under which any such
                  exchanges may occur, if other than in the manner provided in
                  the applicable indenture, and, if such Securities are to be
                  issuable as a global Security, the identity of the depository
                  for such Securities;

<PAGE>


         (17)     the applicability, if any, of Article Eight of this Indenture
                  to the Securities of the Series;

         (18)     if exchangeable into another Series of Securities, the terms
                  on which such Securities are exchangeable;

         (19)     any Guarantees of such Securities including the terms of any
                  subordination of any such Guarantees;

         (20)     whether such securities are to be issued at a discount below
                  their principal amount and whether less than the entire
                  principal amount of such Securities will be payable upon any
                  acceleration of the maturity thereof;

         (21)     if other than denominations of $1,000 and any internal
                  multiple thereof, the denominations in which such securities
                  shall be issuable; and

         (22)     any other terms of such Securities and any additions,
                  deletions or modifications to this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

Section 2.02.         Execution and Authentication.
                      ----------------------------

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities. The Guarantor shall execute the Guarantee in the manner set forth in
Section 9.05.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

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

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

<PAGE>


Section 2.03.         Registrar and Paying Agent.
                      --------------------------

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

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

Section 2.04.         Paying Agent To Hold Money in Trust.
                      -----------------------------------

                  Each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.

Section 2.05.         Holder Lists.
                      ------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least 7 Business Days before each semiannual
interest payment date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.

<PAGE>


Section 2.06.         Transfer and Exchange.
                      ---------------------

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 10.05 not
involving any transfer.

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

Section 2.07.         Replacement Securities.
                      ----------------------

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge for its expenses in replacing a Security.

Section 2.08.         Outstanding Securities.
                      ----------------------

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does



<PAGE>

not cease to be outstanding because the Company, the Guarantor or one of their
Affiliates holds the Security.

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

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.09.         Temporary Securities.
                      --------------------

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company and the
Guarantor shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

Section 2.10.         Cancellation.
                      ------------

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.
<PAGE>
                                      -14-



Section 2.11.         Defaulted Interest.
                      ------------------

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

Section 2.12.         Treasury Securities.
                      -------------------

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company, the Guarantor or any of
their respective Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so considered.

Section 2.13.         CUSIP Numbers.
                      -------------

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

Section 2.14.         Deposit of Moneys.
                      -----------------

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.

<PAGE>
                                      -15-



Section 2.15.         Book-Entry Provisions for Global Security.
                      -----------------------------------------

                  (a)......Any global Security of a Series initially shall (i)
be registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

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

                  (b)......Transfers of any global Security 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 Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security 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 definitive
Securities.

                  (c)......In connection with any transfer or exchange of a
portion of the beneficial interest in any global Security to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more definitive
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the global Security in an amount equal to
the principal amount of the beneficial interest in the global Security to be
transferred, and the Company and the Guarantor shall execute, and the Trustee
shall authenticate and deliver, one or more definitive Securities of like tenor
and amount.

                  (d)......In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company and the Guarantor shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depository in



<PAGE>
                                      -16-


exchange for its beneficial interest in the global Security, an equal aggregate
principal amount of definitive Securities of authorized denominations.

                  (e)......The Holder of any global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

Section 2.16.         Denominations.
                      -------------

                  The Securities of each Series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to any
Series, the Securities of such Series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


                                  ARTICLE THREE

                                   REDEMPTION


Section 3.01.         Notices to Trustee.
                      ------------------

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

<PAGE>
                                      -17-



Section 3.02.         Selection of Securities To Be Redeemed.
                      --------------------------------------

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities 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, postage
prepaid, to each Holder of Securities to be redeemed.

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

                  (1)      the redemption date;

                  (2)      the redemption price;

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

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

                  (5)      that interest on Securities called for redemption
         ceases to accrue on and after the redemption date; and

                  (6)      that the Securities are being redeemed pursuant to
         the mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

<PAGE>
                                      -18-



Section 3.04.         Effect of Notice of Redemption.
                      ------------------------------

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

Section 3.05.         Deposit of Redemption Price.
                      ---------------------------

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.

Section 3.06.         Securities Redeemed in Part.
                      ---------------------------

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


                                  ARTICLE FOUR

                                    COVENANTS


Section 4.01.         Payment of Securities.
                      ---------------------

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

Section 4.02.         Maintenance of Office or Agency.
                      -------------------------------

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

<PAGE>
                                      -19-



Section 4.03.         Compliance Certificate.
                      ----------------------

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

Section 4.04.         Payment of Taxes; Maintenance of Corporate Existence;
                      Maintenance of Properties.

                  The Company will:

                  (a)......cause to be paid and discharged all lawful taxes,
assessments and governmental charges or levies imposed upon the Company and its
Subsidiaries or upon the income or profits of the Company and its Subsidiaries
or upon property or any part thereof belonging to the Company and its
Subsidiaries before the same shall be in default, as well as all lawful claims
for labor, materials and supplies which, if unpaid, might become a lien or
charge upon such property or any part thereof; provided, however, that the
Company shall not be required to cause to be paid or discharged any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect
the ability of the Company and its Subsidiaries to pay all obligations under the
Indenture when due; and provided, further, that the Company shall not be
required to cause to be paid or discharged any such tax, assessment, charge,
levy or claim if, in the judgment of the Company, such payment shall not be
advantageous to the Company in the conduct of its business and if the failure so
to pay or discharge does not, in its judgment, materially adversely affect the
ability of the Company and its Subsidiaries to pay all obligations under this
Indenture when due;

                  (b)......cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence of the Company and each of
its Subsidiaries and to comply with all applicable laws; provided, however, that
nothing in this subsection (b) shall prevent a consolidation or merger of the
Company or any Subsidiary not prohibited by the provisions of Article Five,
Article Nine or any other provision or the Authorizing Resolution or
supplemental indenture pertaining to a Series, and the Company need not maintain
the corporate existence of an immaterial Subsidiary; and

                  (c)......at all times keep, maintain and preserve all the
property of the Company and its Subsidiaries in good repair, working order and
condition (reasonable wear and tear excepted) and from time to time make all
needful and proper repairs, renewals, replacements, betterments and improvements
thereto, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided,


<PAGE>
                                      -20-


however, that nothing in this subsection (c) shall prevent the Company from
discontinuing the operation and maintenance of any such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the ability of
the Company and its Subsidiaries to pay all obligations under this Indenture
when due.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


Section 5.01.         When Company May Merge, etc.
                      ---------------------------

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

<PAGE>
                                      -21-




                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


Section 6.01.         Events of Default.
                      -----------------

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                  (1) the failure and the continuance of any such failure by the
         Company to pay interest on any Security of such Series when the same
         becomes due and payable for a period of 30 days (whether or not such
         payment is prohibited by Article Twelve or Article Thirteen hereof);

                  (2) the failure by the Company to pay the principal (including
         pursuant to any sinking fund or analogous provision or premium of any
         Security of such Series when the same becomes due and payable at
         maturity, upon acceleration or otherwise (whether or not such payment
         is prohibited by Article Twelve or Article Thirteen hereof);

                  (3) the failure by the Company to comply with any of its
         agreements or covenants in, or provisions of, the Securities of such
         Series, the Guarantees (as they relate thereto) or this Indenture (as
         they relate thereto) and such failure continues for the period and
         after the notice specified below;

                  (4)      the Company or the Guarantor of Securities of such
         Series pursuant to or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case,

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

                           (C)      consents to the appointment of a Custodian
                  of it or for all or substantially all of its property, or

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

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

<PAGE>
                                      -22-



                           (A)      is for relief against the Company or the
                  Guarantor of Securities of such Series as debtor in an
                  involuntary case,

                           (B)      appoints a Custodian of the Company or the
                  Guarantor of Securities of such Series or a Custodian for all
                  or substantially all of the property of the Company or the
                  Guarantor, or

                           (C)      orders the liquidation of the Company or the
                  Guarantor of Securities of such Series,

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

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in principal amount of the then outstanding
Securities of the applicable Series notify the Company and the Trustee, of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." If such a Default is cured
within such time period, it ceases.

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

Section 6.02.         Acceleration.
                      ------------

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except (unless theretofor cured) an
acceleration due to nonpayment of principal or interest on the Securities of
such



<PAGE>
                                      -23-


Series) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

Section 6.03.         Other Remedies.
                      --------------

                  If an Event of Default on a Series 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 Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default 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.

Section 6.04.         Waiver of Existing Defaults.
                      ---------------------------

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.         Control by Majority.
                      -------------------

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series 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 with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Holders, (iii) that would involve the Trustee
in personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

Section 6.06.         Limitation on Suits.
                      -------------------

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

<PAGE>
                                      -24-



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

                  (2) the Holders of at least 25 percent in principal amount of
         the outstanding Securities of such Series make a written request to the
         Trustee to pursue the remedy;

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

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

                  (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.

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

Section 6.07.         Rights of Holders To Receive Payment.
                      ------------------------------------

                  Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to
receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

Section 6.08.         Collection Suit by Trustee.
                      --------------------------

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

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, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any


<PAGE>
                                      -25-


such claims and to distribute the same and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee. Nothing herein shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder or to authorize the Trustee to vote in respect of
the claim of any Holder except as aforesaid for the election of the Custodian.

Section 6.10.         Priorities.
                      ----------

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

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

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

                  Third:  to the Company or the Guarantor as their interests may
appear.

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

Section 6.11.         Undertaking for Costs.
                      ---------------------

                  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, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

<PAGE>
                                      -26-




                                  ARTICLE SEVEN

                                     TRUSTEE


Section 7.01.         Duties of Trustee.
                      -----------------

                  (a)......If an Event of Default has occurred and is
continuing, the Trustee shall, prior to the receipt of directions from the
Holders of a majority in principal amount of the Securities, exercise its rights
and powers and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

                    (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. The Trustee, however, shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture but need not confirm or investigate the
         accuracy of mathematical calculations or other facts or matters stated
         therein.

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

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

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

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

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

<PAGE>
                                      -27-



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

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

                  (g)......None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

Section 7.02.         Rights of Trustee.
                      -----------------

                  Subject to Section 7.01:

                  (a)......The Trustee may rely and shall be protected in acting
or refraining from acting on any document, resolution, certificate, instrument,
report, or direction 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, resolution, certificate, instrument, report, or
direction.

                  (b)......Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel or both, which
shall conform to Sections 11.04 and 11.05 hereof and containing such other
statements as the Trustee reasonably deems necessary to perform its duties
hereunder. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on the Officers' Certificate, Opinion of Counsel
or any other direction of the Company permitted hereunder.

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

                  (d)......The Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture.

                  (e)......The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel as to matters of law shall be
full and complete authorization and protection 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.

<PAGE>
                                      -28-



                  (f)......Unless otherwise specifically provided in the
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

                  (g)......For all purposes under this Indenture, the Trustee
shall not be deemed to have notice or knowledge of any Event of Default (other
than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and
working in the Trustee's corporate trust office has actual knowledge thereof or
unless written notice of any Event of Default is received by the Trustee at its
address specified in Section 11.02 hereof and such notice references the
Securities generally, the Company or this Indenture.

Section 7.03.         Individual Rights of Trustee.
                      ----------------------------

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04.         Trustee's Disclaimer.
                      --------------------

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

Section 7.05.         Notice of Defaults.
                      ------------------

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series. In the case of any default of the character specified in clause (3) of
Section 6.01 with respect to Securities of a Series, no notice to Holders of
such Securities will be given until at least 30 days after the occurrence
thereof. The Company shall certify to the Trustee quarterly as to whether any
default exists.

<PAGE>
                                      -29-



Section 7.06.         Reports by Trustee to Holders.
                      -----------------------------

                  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
brief report dated as of such May 15 that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(2) has occurred within the twelve months
preceding the reporting date no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to Holders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

Section 7.07.         Compensation and Indemnity.
                      --------------------------

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

Section 7.08.         Replacement of Trustee.
                      ----------------------

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the


<PAGE>
                                      -30-


Company's consent. Such resignation or removal shall not take effect until the
appointment by the Holders or the Company as hereinafter provided of a successor
trustee and the acceptance of such appointment by such successor trustee. The
Company may remove the Trustee and any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee for any or no reason, including if:

                  (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Holder who has been a
         Holder for at least six months;

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.

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

Section 7.09.         Successor Trustee by Merger, etc.
                      --------------------------------

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

Section 7.10.         Eligibility; Disqualification.
                      -----------------------------

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b).

<PAGE>
                                      -31-



Section 7.11.         Preferential Collection of Claims Against Company.
                      -------------------------------------------------

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


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


Section 8.01.         Defeasance upon Deposit of Moneys or U.S. Government
                      Obligations.


                  (a)......The Company may, at its option and, subject to the
provisions of Article Twelve and Article Thirteen hereof, at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

                  (b)......Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (b), the Company and the Guarantor shall
be deemed to have been released and discharged from their respective obligations
with respect to the outstanding Securities of a Series on the date the
applicable conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Securities of a Series, which shall thereafter be deemed to
be "outstanding" only for the purposes of the Sections and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities of a Series to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and (ii) obligations listed in Section 8.02, subject to compliance with
this Section 8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to such Securities.

                  (c)......Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (c), the Company and the Guarantor shall
be released and discharged from the obligations under any covenant contained in
Article Five and any other covenant contained in the Authorizing Resolution or
supplemental indenture relating to such


<PAGE>
                                      -32-


Series to the extent provided for therein, on and after the date the conditions
set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the
Securities of such Series shall thereafter be deemed to be not "outstanding" for
the purpose of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder. For
this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities of a Series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01(3), but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

                  (d)......The following shall be the conditions to application
of either paragraph (b) or paragraph (c) above to the outstanding Securities of
the applicable Series:

                    (1) The Company shall have irrevocably deposited in trust
         with the Trustee, pursuant to an irrevocable trust and security
         agreement in form and substance reasonably satisfactory to the Trustee,
         money or U.S. government obligations or a combination thereof in such
         amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of and interest on the outstanding Securities of such
         Series to maturity or redemption; provided, however, that the Trustee
         (or other qualifying trustee) shall have received an irrevocable
         written order from the Company instructing the Trustee (or other
         qualifying trustee) to apply such money or the proceeds of such U.S.
         government obligations to said payments with respect to the Securities
         of such Series to maturity or redemption;

                    (2)    No Default or Event of Default shall have occurred
         and be continuing on the date of such deposit;

                    (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of any of their Subsidiaries is a party or by which it or any of their
         property is bound;

                    (4) (i) In the event the Company elects paragraph (b)
         hereof, the Company shall deliver to the Trustee an Opinion of Counsel
         in the United States, in form and substance reasonably satisfactory to
         the Trustee, to the effect that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (B) since the Issue Date pertaining to such Series, there has been a
         change in the


<PAGE>
                                      -33-


         applicable federal income tax law, in either case to the
         effect that, and based thereon such Opinion of Counsel shall state
         that, or (ii) in the event the Company elects paragraph (c) hereof, the
         Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that, in the case of clauses (i) and (ii),
         Holders of the Securities of such Series will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         deposit and the defeasance contemplated hereby and will be subject to
         federal income tax in the same amounts and in the same manner and at
         the same times as would have been the case if such deposit and
         defeasance had not occurred;

                    (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                    (6) The Company shall have delivered to the Trustee an
         Opinion of Counsel, reasonably satisfactory to the Trustee, to the
         effect that, (A) the trust funds will not be subject to the rights of
         Holders of Indebtedness of the Company other than the Securities of
         such Series and (B) assuming no intervening bankruptcy of the Company
         between the date of deposit and the 91st day following the deposit and
         that no Holder of Securities of such Series is an insider of the
         Company, after the 91st day following the deposit, the trust funds will
         not be subject to any applicable bankruptcy, insolvency, reorganization
         or similar law affecting creditors' rights generally; and

                    (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

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

                  (e)......In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series, and the obligations of the Guarantor shall
terminate with respect to such Series (subject to Section 8.02), when:

                    (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money


<PAGE>
                                      -34-


         has theretofore been deposited in trust or segregated and held in
         trust by the Company and thereafter repaid to the Company or
         discharged from such trust) have been delivered to the Trustee for
         cancellation or all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable or will become
         due and payable at scheduled maturity within one year and the Company
         has irrevocably deposited or caused to be deposited with the Trustee
         as trust funds in trust solely for that purpose an amount of money or
         U.S. government obligations sufficient to pay and discharge the entire
         indebtedness on the Securities not theretofore delivered to the
         Trustee for cancellation, for principal of and interest;

                    (2)    The Company has paid or caused to be paid all other
         sums payable hereunder by the Company;

                    (3) The Company has delivered irrevocable instructions to
         the Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                    (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.

Section 8.02.         Survival of the Company's Obligations.
                      -------------------------------------

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

Section 8.03.         Application of Trust Money.
                      --------------------------

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

Section 8.04.         Repayment to the Company.
                      ------------------------

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of


<PAGE>
                                      -35-


principal or interest that remains unclaimed for two years, provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, 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 such
Holder notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to the money must
look to the Company or the Guarantor for payment as general creditors unless
applicable abandoned property law designates another person and all liability of
the Trustee or such Paying Agent with respect to such money shall cease.

Section 8.05.         Reinstatement.
                      -------------

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 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 Guarantor's obligations under this Indenture and the Securities relating
to the Series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee is permitted to apply
all such money or U.S. government obligations in accordance with Section 8.01;
provided, however, that (a) if the Company has made any payment of interest on
or principal of any Securities of the Series because of the reinstatement of
their obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. government
obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee shall return all such money or U.S. government obligations to the
Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company's obligations has occurred and continue to be in
effect.


                                  ARTICLE NINE

                                    GUARANTEE


Section 9.01.         Unconditional Guarantee.
                      -----------------------

                  Subject to any other provisions set forth in the Authorizing
Resolution or supplemental indenture relating to a particular Series, the
Guarantor hereby unconditionally, Guarantees (the "Guarantee") to each Holder of
Securities of such Series authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, that: (i) the principal of and interest
on the Securities of such Series will be promptly paid in full when


<PAGE>
                                      -36-


due, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise and interest on the overdue principal, if any, and
interest on any interest of the Securities of such Series and all other
obligations of the Company to the Holders or the Trustee hereunder or
thereunder, except obligations to pay principal and interest on any other Series
not so Guaranteed, will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Securities of such Series or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 9.04. The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities of such Series or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the
Securities of such Series 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 the Guarantor. The 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 contained in the Securities of the applicable Series, this Indenture
and in the Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, the Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. The Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed hereby may be
accelerated as provided in Article Six for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations Guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of the Guarantee.

Section 9.02.         Severability.
                      ------------

                  In case any provision of 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.

<PAGE>
                                      -37-




Section 9.03.         Limitation of the Guarantor's Liability.
                      ---------------------------------------

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

Section 9.04.         Waiver of Subrogation.
                      ---------------------

                  Until all Guaranteed obligations under this Indenture and with
respect to all Securities of an applicable Series are paid in full, the
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Guarantor's obligations under the Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to the Guarantor in
violation of the preceding sentence and the Securities of the applicable Series
shall not have been paid in full, such amount shall have been deemed to have
been paid to the Guarantor for the benefit of, and held in trust for the benefit
of, the Holders of the Securities of the applicable Series, and shall forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Securities of the applicable Series, whether matured or
unmatured, in accordance with the terms of this Indenture. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 9.04 is knowingly made in contemplation of such benefits.

Section 9.05.         Execution of Guarantee.
                      --------------------------

                  To evidence its Guarantee to the Holders set forth in this
Article Nine, the Guarantor hereby agrees to execute the Guarantee in
substantially the form included in Exhibit A or in any such other form set forth
in the Authorizing Resolution or supplemental indenture pertaining to the
applicable Series, which shall be endorsed on each Security ordered to be
authenticated and delivered by the Trustee. The Guarantor hereby agrees that its
Guarantee set forth in this Article Nine shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee. The Guarantee shall be signed on behalf of the Guarantor by two
Officers, or an Officer and an Assistant Secretary 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 such
Guarantee prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor. Such signatures upon the Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to be such officer before the Security on which such Guarantee is

<PAGE>
                                      -38-


endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Guarantee had not ceased to
be such officer of the Guarantor.


                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 10.01.        Without Consent of Holders.
                      --------------------------

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to or
consent of any Holder of such Series:

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

                    (2) to make any change that does not, in the good faith
         opinion of the Board of Directors, adversely affect the interests of
         Holders of affected Securities in any material respect;

                        (3) to comply with Article Five;

                    (4)    to provide any security for or Guarantees of such
         Securities;

                    (5)    to add Events of Default with respect to such
         Securities;

                    (6) to add covenants that would benefit the Holders of
         affected Securities or to surrender any rights or powers the Company
         has under this Indenture;

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

                    (8) to add to or change any of the provisions of the
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of the Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                    (9) to change or eliminate any of the provisions of the
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security outstanding of any
         Series created prior to the execution of such


<PAGE>
                                      -39-


         amendment or supplemental indenture which is entitled to the benefit of
         such provision;

                   (10)    to establish the form or terms of Securities of any
         Series as permitted by this Indenture;

                   (11) to evidence and provide for the acceptance of
         appointment by a successor trustee with respect to the Securities of
         one or more Series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts under this Indenture by more than one
         trustee, pursuant to the requirements of this Indenture; or

                   (12) to make any change necessary for the registration of any
         Securities under the Securities Act or to comply with the TIA, or to
         comply with any requirement of the SEC in connection with the
         qualification of the Indenture under the TIA; provided, however, that
         such modification or amendment does not, in the good faith opinion of
         the Company's board of directors and the Trustee, adversely affect the
         interests of the Holders of affected Securities in any material
         respect.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Holders.

Section 10.02.        With Consent of Holders.
                      -----------------------

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to any
Holder of such Series but with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each such Series
(voting as a single class) affected by the amendment. Each such Series shall
vote as a separate class. The Holders of a majority in principal amount of the
outstanding Securities of any Series may waive compliance by the Company with
any provision of the Securities of such Series or of this Indenture relating to
such Series without notice to any Holder. Without the consent of each Holder of
a Security of a Series affected, however, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:

                    (1)    change the stated maturity of the principal of or any
         installment of interest with respect to the affected Securities;

                    (2)    reduce the principal amount of, or the rate of
         interest on, the affected Securities;

<PAGE>
                                      -40-



                    (3)    change the currency of payment of principal of or
         interest on the affected Securities;

                    (4)    change the redemption provisions, if any, of any
         affected Securities in any manner adverse to the Holders of such
         Securities;

                    (5)    impair the right to institute suit for the
         enforcement of any payment on or with respect to the affected
         Securities;

                    (6) reduce the percentage of Holders of Securities of any
         affected Series necessary to modify or amend any provision of this
         Indenture relating to such Series;

                    (7) modify this Section 10.02 or reduce the percentage of
         outstanding Securities necessary to waive any covenant or past default;

                    (8) in the case of any convertible debt securities,
         adversely affect the right to convert the affected Securities into
         Capital Stock in accordance with the provisions of the applicable
         Series;

                    (9) modify the subordination provisions applicable to a
         Series in a manner adverse to the Holders of Securities of such Series
         then outstanding; or

                   (10)    waive a default in the payment of the principal of or
         interest on any affected Security.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Holders of any other Series.
Only the Holders of a majority in principal amount of Securities of a particular
Series may waive compliance with a provision of this Indenture relating to such
Series or the Securities of such Series having applicability solely to such
Series.

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

Section 10.03.        Compliance with Trust Indenture Act.
                      -----------------------------------

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

<PAGE>
                                      -41-



Section 10.04.        Revocation and Effect of Consents.
                      ---------------------------------

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

Section 10.05.        Notation on or Exchange of Securities.
                      -------------------------------------

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security 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
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

Section 10.06.        Trustee to Sign Amendments, etc.
                      -------------------------------

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not


<PAGE>
                                      -42-


adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing or refusing to sign
such amendment or supplemental indenture, the Trustee shall be entitled to
receive and shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


Section 11.01.        Trust Indenture Act Controls.
                      ----------------------------

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

Section 11.02.        Notices.
                      -------

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  if to the Company or to the Guarantor:

                          Collins & Aikman Products Co.
                           5755 New King Court
                           Troy, Michigan 48098

                           Attention:

                  if to the Trustee:






                           Attention:

<PAGE>
                                      -43-



                  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 to a Holder shall be mailed
to him by first class mail at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                  If the Company mails notice or communications to the Holders,
it shall mail a copy to the Trustee at the same time.

Section 11.03.        Communications by Holders with Other Holders.
                      --------------------------------------------

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

Section 11.04.        Certificate and Opinion as to Conditions Precedent.
                      --------------------------------------------------

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                    (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) 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

                    (2) an Opinion of Counsel (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         such counsel, all such conditions precedent and covenants, compliance
         with which constitutes a condition precedent, if any, provided for in
         this Indenture relating to the proposed action or inaction, have been
         complied with and that any such section does not conflict with the
         terms of the Indenture.

Section 11.05.        Statements Required in Certificate or Opinion.
                      ----------------------------------------------

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

<PAGE>
                                      -44-



                    (1)    a statement that the person making such certificate
         or opinion has read such covenant or condition;

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

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

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

Section 11.06.        Rules by Trustee and Agents.
                      ---------------------------

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

Section 11.07.        Legal Holidays.
                      --------------

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

Section 11.08.        Governing Law.
                      -------------

                  The laws of the State of New York shall govern this Indenture,
the Securities of each Series and the Guarantees.

Section 11.09.        No Adverse Interpretation of Other Agreements.
                      ---------------------------------------------

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

Section 11.10.        No Recourse Against Others.
                      --------------------------

                  All liability described in paragraph 13 of the Securities of
any director, officer, employee or stockholder, as such, of the Company is
waived and released.

<PAGE>
                                      -45-



Section 11.11.        Successors and Assigns.
                      ----------------------

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12.        Duplicate 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 11.13.        Severability.
                      ------------

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES


Section 12.01.        Securities Subordinated to Senior Indebtedness.
                      ----------------------------------------------

                  The Company covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that all Securities (except as otherwise specified as contemplated by Section
2.01) shall be issued subject to the provisions of this Article Twelve; and each
person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that the payment of principal
of, interest on and all other amounts owing in respect of the Securities will be
subordinated in right of payment to the prior payment in full in cash of
principal of, interest on and all other amounts owing in respect of all of the
Company's Senior Indebtedness to the extent set forth in this Article Twelve.

Section 12.02.        No Payment on Securities in Certain Circumstances.
                      -------------------------------------------------

                  (a)......If any default occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, interest on, unpaid drawings for letters of
credit issued in respect of, or regularly accruing fees with respect to, any
Senior Indebtedness, no payment of any kind or character shall be made by or on
behalf of the Company or any other Person on the Company's or its behalf with

<PAGE>
                                      -46-


respect to any principal of, interest on or other amounts owing in respect of
the Securities or to acquire any of the Securities for cash, property or
otherwise.

                  If any other event of default occurs and is continuing with
respect to any Senior Indebtedness, as such event of default is defined in the
instrument creating or evidencing such Senior Indebtedness, permitting the
holders of such Senior Indebtedness then outstanding to accelerate the maturity
thereof and if the Representative for the respective issue of Senior
Indebtedness gives written notice of the event of default to the Trustee ( a
"default notice"), then, unless and until all events of defaults have been cured
or waived or have ceased to exist or the Trustee receives notice from the
representative for the respective issue of Senior Indebtedness terminating the
blockage period (as defined below), during the 179 days after the delivery of
such default notice (the "blockage period"), neither the Company nor any other
Person on its behalf shall:

                    (1) make any payment of any kind or character with respect
         to any principal of, interest on or other amounts owing in respect of
         the Securities; or

                    (2)    acquire any of the Securities for cash, property or
         otherwise.

                  Notwithstanding anything herein to the contrary, in no event
will a blockage period extend beyond 179 days from the date the payment on the
Securities was due and only one such blockage period may be commenced within any
360 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any blockage period with respect to the Senior
Indebtedness shall be, or be made, the basis for commencement of a second
blockage period by the representative of such Senior Indebtedness whether or not
within a period of 360 consecutive days unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
blockage period that, in either case, would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing shall constitute a new event of default for this pupose).

                  (b)......In the event that, notwithstanding the foregoing, any
payment shall be received by 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 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 under any indenture pursuant to which any of such
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 Senior Indebtedness that such prohibited payment has been made, the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing


<PAGE>
                                      -47-


on the Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

Section 12.03.        Payment Over of Proceeds upon Dissolution, etc.
                      ----------------------------------------------

                  (a)......Upon any payment or distribution of assets of any
kind or character, whether in cash, property or securities, to creditors of the
Company upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of the
Company's assets or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Company or the Company's property,
whether voluntary or involuntary, all principal of, interest on and all other
amounts due or to become due shall be paid, first, to all Senior Indebtedness of
the Company in full in cash, or such payment duly provided for to the
satisfaction of the holders of Senior Indebtedness, before any payment or
distribution of any kind or character is made on account of any principal of,
interest on or other amounts owing in respect of the Securities, or for the
acquisition of any of the Securities for cash, property or otherwise.

                  (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 shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
12.03(a) and before all obligations in respect of Senior Indebtedness are paid
in full in cash, or payment provided for, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered 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 (or any replacement provisions as
contemplated by 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 (or any replacement
provisions as contemplated by Article Five).

<PAGE>
                                      -48-



Section 12.04.        Subrogation.
                      -----------

                  Upon the payment in full of all Senior Indebtedness, or
provision for payment, the Holders of the Securities 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 Securities 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 Securities 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
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, 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 Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, 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
Securities 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 Senior Indebtedness,
then and in such case, the Holders of the Securities 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, or provision for payment, of such
Senior Indebtedness.

Section 12.05.        Obligations of Company Unconditional.
                      ------------------------------------

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities 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 Securities and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Holder of any Security 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 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 Twelve shall restrict the right of the Trustee or the
Holders of Securities to take any


<PAGE>
                                      -49-


action to declare the Securities 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 before the Holders of the Securities or the Trustee are entitled
to receive any direct or indirect payment from the Company of principal of or
interest on the Securities.

Section 12.06.        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 Securities pursuant to the provisions of
this Article Twelve. 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 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 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 Security), 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.
Nothing contained in this Section 12.06 shall limit the right of the holders of
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 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 Twelve, 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 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.

<PAGE>
                                      -50-



Section 12.07.   Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

                  Upon any payment or distribution of assets or securities
referred to in this Article Twelve, the Trustee and the Holders of the
Securities 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 Securities 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 Twelve.

Section 12.08.        Trustee's Relation to Senior Indebtedness.
                      -----------------------------------------

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Twelve 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, 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 Twelve, 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 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 Securities 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 Twelve or otherwise.

Section 12.09.        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 Twelve are intended to be for
the benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.

<PAGE>
                                      -51-



Section 12.10.        Holders Authorize Trustee To Effectuate Subordination
                      of Securities.
                      -----------------------------------------------------

                  Each Holder of Securities by his acceptance of such Securities
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, 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
Securities 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 Securities by reason of any provision of this Article Twelve
shall not be construed as preventing the occurrence of an Event of Default
specified in clause (1) or (2) 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 Subordination Provisions.
                      -------------------------------------

                  Without in any way limiting the generality of Section 12.09,
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
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Twelve or the obligations hereunder of the Holders of the Securities 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.

<PAGE>
                                      -52-



Section 12.14.        Certain Payments May Be Paid Prior to Dissolution.
                      -------------------------------------------------

                  All money and U.S. government obligations properly deposited
in trust with the Trustee pursuant to and in accordance with Article Eight shall
be for the sole benefit of the Holders and shall not be subject to this Article
Twelve.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Section 12.02, from making payments of principal of and interest on the
Securities, 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 Securities and this Indenture as provided in Article Eight, 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 Securities 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
Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of the Company.


                                ARTICLE THIRTEEN

                           SUBORDINATION OF GUARANTEE


Section 13.01.        Guarantee Obligations Subordinated to Guarantor Senior
                      Indebtedness.
                      ------------------------------------------------------

                  The Guarantor covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that (except as otherwise specified as contemplated by Section 2.01) the
Guarantee of the Guarantor shall be issued subject to the provisions of this
Article Thirteen; and each person holding any Security, whether upon original
issue or upon transfer, assignment or exchange thereof, accepts and agrees that
the payment of principal of, interest on and all other amounts owing in respect
of the Securities pursuant to the Guarantor's Guarantee will be Subordinated in
right of payment to the prior payment in full in cash of principal of, interest
on and all other amounts owing in respect of all of the Guarantor's Guarantor
Senior Indebtedness to the extent set forth in this Article Thirteen.

Section 13.02.        No Payment on Guarantee in Certain Circumstances.
                      ------------------------------------------------

                  (a)......If any default occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, interest on, unpaid drawings for letters of
credit issued in respect of, or regularly accruing fees


<PAGE>
                                      -53-


with respect to, any Guarantor Senior Indebtedness, no payment of any kind or
character shall be made by or on behalf of the Guarantor or any other Person on
the Guarantor's or its behalf with respect to any principal of, interest on or
other amounts owing in respect of the Guarantor's Guarantee of the Securities or
to acquire any of the Securities for cash, property or otherwise.

                  If any other event of default occurs and is continuing with
respect to any Guarantor Senior Indebtedness, as such event of default is
defined in the instrument creating or evidencing such Guarantor Senior
Indebtedness, permitting the holders of such Guarantor's Senior Indebtedness
then outstanding to accelerate the maturity thereof and if the Representative
for the respective issue of Guarantor Senior Indebtedness gives written notice
of the event of default to the Trustee (a "default notice"), then, unless and
until all events of default have been cured or waived or have ceased to exist or
the Trustee receives notice from the representative for the respective issue of
Guarantor Senior Indebtedness terminating the blockage period (as defined
below), neither the the Guarantor nor any other Person on its behalf shall:

                    (1) make any payment of any kind or character with respect
         to any principal of, interest on or other amounts owing in respect of
         the Guarantor's Guarantee of the Securities; or

                    (2)    acquire any of the Securities for cash, property or
         otherwise.

                  Notwithstanding anything herein to the contrary, in no event
will a blockage period extend beyond 179 days from the date the payment on the
Guarantee of the Securities was due and only one such blockage period may be
commenced within any 360 consecutive days. No event of default which existed or
was continuing on the date of the commencement of any blockage period with
respect to the Guarantor Senior Indebtedness shall be, or be made, the basis for
commencement of a second blockage period by the representative of such Guarantor
Senior Indebtedness whether or not within a period of 360 consecutive days
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days (it being acknowledged that any subsequent action,
or any breach of any financial covenants for a period commencing after the date
of commencement of such blockage period that, in either case, would give rise to
an event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose).

                  (b)......In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 13.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such
Guarantor Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
respective



<PAGE>
                                      -54-


representatives, or to the trustee or trustees under any indenture
pursuant to which any of such 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 Guarantor Senior
Indebtedness that such prohibited payment has been made, the holders of such
Guarantor Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing on such
Guarantor Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Guarantor Senior
Indebtedness.

Section 13.03.        Payment Over of Proceeds upon Dissolution, etc.
                      ----------------------------------------------

                  (a)......Upon any payment or distribution of assets of any
kind or character, whether in cash, property or securities, to creditors of the
Guarantor upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of the
Guarantor assets or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Guarantor or the Guarantor's property,
whether voluntary or involuntary, all principal of, interest on and all other
amounts due or to become due shall be paid, first, to all Guarantor Senior
Indebtedness of the Guarantor in full in cash, or such payment duly provided for
to the satisfaction of the holders of Guarantor Senior Indebtedness, before any
payment or distribution of any kind or character is made on account of any
principal of, interest on or other amounts owing in respect of the Guarantor's
Guarantee of the Securities, or for the acquisition of any of the Securities for
cash, property or otherwise.

                  (b)......In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, any payment or distribution
of assets or securities of the Guarantor of any kind or character, whether in
cash, property or securities shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
13.03(a) and before all obligations in respect of the Guarantor Senior
Indebtedness of the Guarantor are paid in full in cash, or payment provided for,
such payment or distribution shall be received and held in trust for the benefit
of, and shall be paid over or delivered 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.

<PAGE>
                                      -55-



                  The consolidation of the Guarantor with, or the merger of the
Guarantor with or into, another corporation or the liquidation or dissolution of
the 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 (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 13.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).

Section 13.04.        Subrogation.
                      -----------

                  Upon the payment in full of all Guarantor Senior Indebtedness
of the Guarantor, or provision for payment, the Holders of the Securities 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 the
Guarantor made on such Guarantor Senior Indebtedness until the principal of and
interest on the Securities 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 Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Thirteen, and no payment over pursuant
to the provisions of this Article Thirteen to the holders of such Guarantor
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Guarantor, its creditors other than holders of such
Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment by the Guarantor to or on account of such Guarantor Senior
Indebtedness. It is understood that the provisions of this Article Thirteen are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of Guarantor Senior
Indebtedness of the Guarantor, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Thirteen shall have been applied, pursuant to the provisions of this
Article Thirteen, to the payment of all amounts payable under Guarantor Senior
Indebtedness, then and in such case, the Holders of the Securities 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, or
provision for payment, of such Guarantor Senior Indebtedness.

<PAGE>
                                      -56-



Section 13.05.        Obligations of Guarantor Unconditional.
                      --------------------------------------

                  Nothing contained in this Article Thirteen or elsewhere in
this Indenture or in the Securities or the Guarantee is intended to or shall
impair, as among the Guarantor and the Holders of the Securities, the obligation
of the Guarantor, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of and interest on the Securities as and when the
same shall become due and payable in accordance with the terms of the Guarantee
of the Guarantor, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Guarantor other than the holders
of Guarantor Senior Indebtedness of the Guarantor, nor shall anything herein or
therein prevent the Holder of any Security 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 Thirteen of
the holders of Guarantor Senior Indebtedness in respect of cash, property or
securities of the Guarantor received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Thirteen shall restrict the right of the Trustee or
the Holders of Securities to take any action to declare the Securities 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 the Guarantor then due and payable shall first be paid in full
before the Holders of the Securities or the Trustee are entitled to receive any
direct or indirect payment from the Guarantor of principal of or interest on the
Securities pursuant to the Guarantor's Guarantee.

Section 13.06.        Notice to Trustee.
                      -----------------

                  The Company and the Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or the Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Thirteen. 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 the Guarantor, or by a
holder 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 that if the
Trustee shall not have received the notice provided for in this Section 13.06 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 Security), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the



<PAGE>
                                      -57-


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. Nothing contained in this Section 13.06 shall limit
the right of the holders of Guarantor Senior Indebtedness to recover payments as
contemplated by Section 13.03. 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 the 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 Thirteen, 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 Thirteen, 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 13.07.   Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

                  Upon any payment or distribution of assets or securities of
the Guarantor referred to in this Article Thirteen, the Trustee and the Holders
of the Securities 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 Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Guarantor Senior Indebtedness
of the Guarantor and other indebtedness of the 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 Thirteen.

Section 13.08.   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 Thirteen 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 Guarantor Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee or any
Paying Agent of any of its rights as such holder.

<PAGE>
                                      -58-



                  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 Thirteen, 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 13.03(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 Securities 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 Thirteen or otherwise.

Section 13.09.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Guarantor 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 the Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the 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 Thirteen are intended
to be for the benefit of, and shall be enforceable directly by, the holders of
Guarantor Senior Indebtedness.

Section 13.10.        Holders Authorize Trustee To Effectuate Subordination
                      of Guarantee.

                  Each Holder of Securities by his acceptance of such Securities
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 Thirteen, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the 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 the Guarantor, the filing of a claim for the unpaid
balance of its or his Securities in the form required in those proceedings.

Section 13.11.        This Article Not To Prevent Events of Default.
                      ---------------------------------------------

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Thirteen
shall not be construed as preventing the occurrence of an Event of Default
specified in clauses (1) or (2) of Section 6.01.

<PAGE>
                                      -59-



Section 13.12.        Trustee's Compensation Not Prejudiced.
                      -------------------------------------

                  Nothing in this Article Thirteen shall apply to amounts due to
the Trustee pursuant to other Sections in this Indenture.

Section 13.13.        No Waiver of Guarantee Subordination Provisions.
                      -----------------------------------------------

                  Without in any way limiting the generality of Section 13.09,
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
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities 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 the Guarantor and any other Person.

Section 13.14.        Certain Payments May Be Paid Prior to Dissolution.
                      -------------------------------------------------

                  Nothing contained in this Article Thirteen or elsewhere in
this Indenture shall prevent (i) the Guarantor, except under the conditions
described in Section 13.02, from making payments of principal of and interest on
the Securities, 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
Securities, 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 13.02(b) or in
Section 13.06. The Guarantor shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Guarantor.



<PAGE>


                                       S-1




                                   SIGNATURES


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

Dated:         , 200[ ]                         COLLINS & AIKMAN PRODUCTS CO.,
                                                     as Issuer


                                                By:  __________________________
                                                     Name:
                                                     Title:


Dated:         , 200[ ]                         COLLINS & AIKMAN CORPORATION,
                                                     as Guarantor


                                                By:  __________________________
                                                     Name:
                                                     Title:


Dated:         , 200[ ]                         ____________________, as Trustee



                                                By:  __________________________
                                                     Name:
                                                     Title:




                                    :


(SEAL)


<PAGE>




                                                                     EXHIBIT A


NO.                                                         CUSIP NO.: _______


                               [TITLE OF SECURITY]

                          COLLINS & AIKMAN PRODUCTS CO.
                             A DELAWARE CORPORATION

promises to pay to

or registered assigns
the principal sum of                                            [Dollars]1 on

[Title of Security]
Interest Payment Dates:                 and
Record Dates:                    and

Authenticated:                                    Dated:

                                                  COLLINS & AIKMAN PRODUCTS
                                                    CO.

                                                  [Seal]

                                                  By: _________________________
                                                      Title:

                                                  By: _________________________
                                                      Title:

         , as Trustee, certifies that this is one of the
Securities referred to in the within mentioned
Indenture.


By:_________________________________
             Authorized Signatory



1       Or other currency. Insert corresponding provisions on reverse side of
        Security in respect of foreign currency denomination or interest payment
        requirement.


                                      A-1


<PAGE>


                          COLLINS & AIKMAN PRODUCTS CO.

                               [TITLE OF SECURITY]


1.       Interest.
         --------

                  COLLINS & AIKMAN PRODUCTS CO. (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year until the principal is paid
or made available for payment. Interest on the Securities will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from _______________, 200[ ], provided that, if there is
no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2. Method of Payment. The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will 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.

3.       Paying Agent and Registrar.
         --------------------------

                  Initially, [ ] (the "Trustee") will act as Paying Agent and
Registrar. The Company may change or appoint any Paying Agent, Registrar or
co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

4.       Indenture.
         ---------

                  The Company issued the Securities under an Indenture dated as
of ______________, 200[ ] ("Indenture") among the Company, the Guarantor and the
Trustee. The terms of the Securities and the Guarantee include those stated in
the Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantee are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
them.

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or


<PAGE>
                                       A-2


supplemental indenture. Requests may be made to:
Collins & Aikman Products Co., 5755 New King Court, Troy, Michigan 48098,
Attention: ___________.

5.       Optional Redemption.2
         -------------------

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

                  If redeemed during the
                    Twelve-Month period
               commencing on ___________ and
               ending on ___________ in each
                of the following years                             Percentage
                ----------------------                             ----------




                  [Insert provisions relating to redemption at option of
Holders, if any]

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

6.       Mandatory Redemption.
         --------------------

                  The Company shall redeem % of the aggregate principal amount
of Securities originally issued under the Indenture on each of , which
redemptions are calculated to retire % of the Securities originally issued prior
to maturity. Such redemptions shall be made at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 6 by the principal amount of any Securities
previously redeemed, retired or acquired, otherwise than pursuant to this
Paragraph 6, that the Company has delivered to the Trustee for cancellation and
not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received


---------------------------
2       If Applicable



<PAGE>
                                      A-3


and credited for such purpose by the Trustee at the redemption price and the
amount of such mandatory redemption payment shall be reduced accordingly.

7.       Denominations, Transfer, Exchange.
         ---------------------------------

                  The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8.       Persons Deemed Owners.
         ---------------------

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

9.       Unclaimed Money.
         ---------------

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10.      Amendment, Supplement, Waiver.
         -----------------------------

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment, and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series.3 Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, to remove the Guarantor
in respect of any Series which, in accordance with the terms of the Indenture,


----------------------------------------
3       If different terms apply, insert a brief summary thereof.

                                      A-4

<PAGE>



ceases to be liable in respect of its Guarantee, or to make any other change,
provided such action does not adversely affect the rights of any Securityholder.

11.      Successor Corporation.
         ---------------------

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12.      Trustee Dealings With Company.
         -----------------------------

                  [ ], the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its affiliates, and may otherwise deal with the Company or
its affiliates, as if it were not Trustee.

13.      No Recourse Against Others.
         --------------------------

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

14.      Discharge of Indenture.
         ----------------------

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15.      Authentication.
         --------------

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16.      Abbreviations.
         -------------

                  Customary abbreviations may be used in the name of a
Securityholder 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).


                                      A-5


<PAGE>


                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to

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

-------------------------------------------------------------------------------
                    (Insert assignee's social security or tax ID number)

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

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

-------------------------------------------------------------------------------
                     (Print or type assignee's name, address, and zip code)
                                           ----------

and irrevocably appoint

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

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

Date:____________________..         Your signature: ___________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Security)

Signature Guarantee:___________________________________________________________

                                      A-6



<PAGE>


             [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]


                                    GUARANTEE


                  Collins & Aikman Corporation (the "Guarantor") have
unconditionally Guaranteed (i) the due and punctual payment of the principal of
and interest on the Securities, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities, to the extent lawful, 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 Nine of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of the Guarantor shall have any liability
under the Guarantee by reason of such person's status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantee.

                  Each holder of a Security by accepting a Security agrees that
the Guarantor named below shall have no further liability with respect to its
Guarantee if the Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.


                                      A-7



<PAGE>


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

                                        COLLINS & AIKMAN CORPORATION
                                                as Guarantor


                                        By:  __________________________________
                                             Name:
                                             Title:



                                      A-8