<PAGE>
                                                                  EXECUTION COPY
================================================================================




                                    INDENTURE


                            Dated as of June 19, 2003

                                      among

                            TENNECO AUTOMOTIVE INC.,
                                   as Issuer,

                       CERTAIN SUBSIDIARIES OF THE ISSUER,
                                  as Guarantors

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as Trustee

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




                 10 1/4% Senior Secured Notes due 2013, Series A

                 10 1/4% Senior Secured Notes due 2013, Series B



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


<PAGE>

                             CROSS-REFERENCE TABLE

<Table>
<Caption>
  TIA                                                                       Indenture
Section                                                                      Section
-------                                                                     ---------
<S>   <C>                                                                  <C>
310(a)(1).................................................................    7.10
   (a)(2).................................................................    7.10
   (a)(3).................................................................    N.A.
   (a)(4).................................................................    N.A.
   (a)(5).................................................................    7.10
   (b)....................................................................    7.08; 7.10
   (c)....................................................................    N.A.
311(a)....................................................................    7.11
   (b)....................................................................    7.11
312(a)....................................................................    2.05
   (b)....................................................................    11.03
   (c)....................................................................    11.03
313(a)....................................................................    7.06
   (b)(1).................................................................    7.06
   (b)(2).................................................................    7.06; 7.07
   (c)....................................................................    7.05; 7.06; 11.02
   (d)....................................................................    7.06
314(a)....................................................................    4.08; 4.10; 11.02
   (b)....................................................................    N.A.
   (c)(1).................................................................    4.08; 11.04
   (c)(2).................................................................    11.04
   (c)(3..................................................................    4.08; 11.04
   (d)....................................................................    N.A.
   (e)....................................................................    11.05
   (f)....................................................................    N.A.
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).....................................................    2.09
   (a)(1)(A)..............................................................    6.05
   (a)(1)(B)..............................................................    6.04
   (a)(2).................................................................    N.A.
   (b)....................................................................    6.07; 9.04
   (c)....................................................................    9.04
317(a)(1).................................................................    6.08
   (a)(2).................................................................    6.09
   (b)....................................................................    2.04
318(a)....................................................................    11.01
   (c)....................................................................    11.01
</Table>

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

"N.A." means Not Applicable.

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


                                      -i-
<PAGE>


                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                Page
                                                                                ----
<S>            <C>                                                             <C>
                                   ARTICLE One

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions........................................................1
SECTION 1.02.  Incorporation by Reference of TIA.................................38
SECTION 1.03.  Rules of Construction.............................................38
SECTION 1.04.  Designated Senior Debt............................................39

                                   ARTICLE Two

                                 THE SECURITIES

SECTION 2.01.  Form and Dating...................................................39
SECTION 2.02.  Execution and Authentication......................................40
SECTION 2.03.  Registrar and Paying Agent........................................41
SECTION 2.04.  Paying Agent To Hold Assets in Trust..............................41
SECTION 2.05.  Securityholder Lists..............................................42
SECTION 2.06.  Transfer and Exchange.............................................42
SECTION 2.07.  Replacement Securities............................................43
SECTION 2.08.  Outstanding Securities............................................43
SECTION 2.09.  Treasury Securities...............................................43
SECTION 2.10.  Temporary Securities..............................................44
SECTION 2.11.  Cancellation......................................................44
SECTION 2.12.  Defaulted Interest................................................44
SECTION 2.13.  CUSIP Number......................................................44
SECTION 2.14.  Deposit of Moneys.................................................45
SECTION 2.15.  Book-Entry Provisions for Global Securities.......................45
SECTION 2.16.  Registration of Transfers and Exchanges...........................46

                                  ARTICLE Three

                                   REDEMPTION

SECTION 3.01.  Notices to Trustee................................................50
SECTION 3.02.  Selection of Securities To Be Redeemed............................50
SECTION 3.03.  Notice of Redemption..............................................51
SECTION 3.04.  Effect of Notice of Redemption....................................52
SECTION 3.05.  Deposit of Redemption Price.......................................52
SECTION 3.06.  Securities Redeemed in Part.......................................52
</Table>


                                      -ii-
<PAGE>
<Table>
<Caption>
                                                                                Page
                                                                                ----
<S>            <C>                                                             <C>
                                  ARTICLE Four

                                    COVENANTS

SECTION 4.01.  Payment of Securities.............................................52
SECTION 4.02.  Maintenance of Office or Agency...................................53
SECTION 4.03.  Limitation on Incurrence of Additional Indebtedness...............53
SECTION 4.04.  Limitation on Restricted Payments.................................54
SECTION 4.05.  Corporate Existence...............................................57
SECTION 4.06.  Payment of Taxes and Other Claims.................................58
SECTION 4.07.  Maintenance of Properties and Insurance...........................58
SECTION 4.08.  Compliance Certificate; Notice of Default.........................59
SECTION 4.09.  Compliance with Laws..............................................59
SECTION 4.10.  Reports to Holders................................................60
SECTION 4.11.  Waiver of Stay, Extension or Usury Laws...........................60
SECTION 4.12.  Limitation on Asset Sales.........................................61
SECTION 4.13.  Limitation on Dividend and Other Payment Restrictions
               Affecting Restricted Subsidiaries ................................64
SECTION 4.14.  Limitation on Issuances of Capital Stock of Restricted
               Subsidiaries......................................................66
SECTION 4.15.  Limitation on Liens...............................................66
SECTION 4.16.  [Reserved.].......................................................67
SECTION 4.17.  Limitation on Transactions with Affiliates........................67
SECTION 4.18.  Issuance of Subsidiary Guarantees.................................68
SECTION 4.19.  Payments for Consent..............................................70
SECTION 4.20.  Limitation on Designations of Unrestricted Subsidiaries...........71
SECTION 4.21.  Change of Control.................................................72

                                  ARTICLE Five

                              SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation and Sale of Assets..........................74
SECTION 5.02.  Successor Corporation Substituted.................................77

                                   ARTICLE Six

                              DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default.................................................77
SECTION 6.02.  Acceleration......................................................79
SECTION 6.03.  Other Remedies....................................................80
SECTION 6.04.  Waiver of Past Defaults...........................................80
</Table>


                                     -iii-
<PAGE>

<Table>
<Caption>
                                                                                Page
                                                                                ----
<S>            <C>                                                             <C>
SECTION 6.05.  Control by Majority...............................................81
SECTION 6.06.  Limitation on Suits...............................................81
SECTION 6.07.  Rights of Holders to Receive Payment..............................82
SECTION 6.08.  Collection Suit by Trustee........................................82
SECTION 6.09.  Trustee May File Proofs of Claim..................................82
SECTION 6.10.  Priorities........................................................83
SECTION 6.11.  Payment of Interest; Interest Rights Preserved....................83
SECTION 6.12.  Undertaking for Costs.............................................84

                                  ARTICLE Seven

                                     TRUSTEE

SECTION 7.01.  Duties of Trustee.................................................85
SECTION 7.02.  Rights of Trustee.................................................87
SECTION 7.03.  Individual Rights of Trustee......................................88
SECTION 7.04.  Trustee's Disclaimer..............................................88
SECTION 7.05.  Notice of Default.................................................88
SECTION 7.06.  Reports by Trustee to Holders.....................................89
SECTION 7.07.  Compensation and Indemnity........................................89
SECTION 7.08.  Replacement of Trustee............................................92
SECTION 7.09.  Successor Trustee by Merger, Etc..................................93
SECTION 7.10.  Eligibility; Disqualification.....................................93
SECTION 7.11.  Preferential Collection of Claims Against Company.................93

                                  ARTICLE Eight

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.  Legal Defeasance and Covenant Defeasance..........................94
SECTION 8.02.  Satisfaction and Discharge........................................97
SECTION 8.03.  Survival of Certain Obligations...................................98
SECTION 8.04.  Acknowledgment of Discharge by Trustee............................98
SECTION 8.05.  Application of Trust Assets.......................................98
SECTION 8.06.  Repayment to the Company or Guarantors; Unclaimed Money...........99
SECTION 8.07.  Reinstatement.....................................................99

                                  ARTICLE Nine

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.......................................100
SECTION 9.02.  With Consent of Holders..........................................101
</Table>


                                      -iv-
<PAGE>
<Table>
<Caption>
                                                                                Page
                                                                                ----
<S>            <C>                                                             <C>

SECTION 9.03.  Compliance with TIA...............................................102
SECTION 9.04.  Revocation and Effect of Consents.................................102
SECTION 9.05.  Notation on or Exchange of Securities.............................103
SECTION 9.06.  Trustee to Sign Amendments, Etc...................................103

                                   ARTICLE Ten

                                    GUARANTEE

SECTION 10.01. Unconditional Guarantee...........................................104
SECTION 10.02. Severability......................................................105
SECTION 10.03. Release of a Guarantor............................................105
SECTION 10.04. Limitation of a Guarantor's Liability.............................106
SECTION 10.05. Contribution......................................................106
SECTION 10.06. Waiver of Subrogation.............................................106
SECTION 10.07. Execution of Subsidiary Guarantees................................107
SECTION 10.08. Waiver of Stay, Extension or Usury Laws...........................107

                                 ARTICLE Eleven

                                  MISCELLANEOUS

SECTION 11.01. TIA Controls......................................................108
SECTION 11.02. Notices...........................................................108
SECTION 11.03. Communications by Holders with Other Holders......................109
SECTION 11.04. Certificate and Opinion as to Conditions Precedent................109
SECTION 11.05. Statements Required in Certificate or Opinion.....................110
SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.........................110
SECTION 11.07. Legal Holidays....................................................110
SECTION 11.08. Governing Law.....................................................110
SECTION 11.09. No Adverse Interpretation of Other Agreements.....................111
SECTION 11.10. No Recourse Against Others........................................111
SECTION 11.11. Successors........................................................112
SECTION 11.12. Duplicate Originals...............................................112
SECTION 11.13. Severability......................................................112
SECTION 11.14. Table of Contents, Headings, Etc..................................112

                                 ARTICLE Twelve

                        COLLATERAL AND SECURITY DOCUMENTS

SECTION 12.01. Collateral and Security Documents.................................112
SECTION 12.02. Application of Proceeds of Collateral.............................114
SECTION 12.03. Possession, Use and Release of Collateral.........................114
</Table>


                                      -v-
<PAGE>

<Table>
<Caption>
                                                                                Page
                                                                                ----
<S>            <C>                                                             <C>

SECTION 12.04. Opinion of Counsel................................................118
SECTION 12.05. Certain Covenants Relating to Mortgaged Property..................118
SECTION 12.06. Trust Indenture Act Requirements..................................119
SECTION 12.07. Suits to Protect the Collateral...................................119
SECTION 12.08. Purchaser Protected...............................................120
SECTION 12.09. Powers Exercisable by Receiver or Trustee.........................120
SECTION 12.10. Release upon Termination of Company's Obligations.................120
SECTION 12.11. Collateral Agent..................................................120
SECTION 12.12. Post-Closing Filings; Further Assurances..........................122
SECTION 12.13. Taking and Destruction............................................123
SECTION 12.14. Designations......................................................123
</Table>

Exhibit A   -   Form of Series A Security
Exhibit B   -   Form of Series B Security
Exhibit C   -   Form of Legend for Global Securities
Exhibit D   -   Transfer Certificate
Exhibit E   -   Transferee Certificate for Institutional Accredited Investors
Exhibit F   -   Transferee Certificate for Regulation S Transfers
Exhibit G   -   Form of Subsidiary Guarantee

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



                                      -vi-
<PAGE>

                  INDENTURE dated as of June 19, 2003, among TENNECO AUTOMOTIVE
INC., a Delaware corporation (the "Company"), as issuer, such subsidiaries of
the Company, as shall from time to time execute a Subsidiary Guarantee (as
defined), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as Trustee (the "Trustee").

                  The Company has duly authorized the issue of 10 1/4% Senior
Secured Notes due 2013, Series A, and 10 1/4% Senior Secured Notes due 2013,
Series B, and to provide therefor, the Company has duly authorized the execution
and delivery of this Indenture. All things necessary to make the Securities,
when duly issued and executed by the Company and authenticated and delivered
hereunder, the valid and binding obligations of the Company, and to make this
Indenture a valid and binding agreement of the Company, have been done.

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

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

                  "Accounts Receivable Entity" means a Person, including,
without limitation, a Subsidiary of the Company, whose operations consist solely
of owning and/or selling accounts receivable of the Company and its Subsidiaries
and engaging in other activities in connection with transactions that are
Permitted Receivables Financings.

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

                  "Acquired Subsidiary" means a Person which becomes a
Restricted Subsidiary after the Issue Date; provided that such Person has
outstanding voting Capital Stock prior to becoming a Subsidiary of the Company
and a majority of such voting Capital Stock was owned by Persons other than the
Company and its Restricted Subsidiaries.

                  "Adjusted Net Assets" has the meaning set forth in Section
10.05.


<PAGE>
                                      -2-



                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

                  "Affiliate Transaction" has the meaning set forth in Section
4.17.

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

                  "Applicable Indebtedness" means

                  (1) in respect of any asset that is the subject of an Asset
         Sale at a time when such asset is included in the Collateral, Pari
         Passu Indebtedness or Indebtedness of a Subsidiary of the Company that,
         in each case, is secured at such time by Collateral under a Lien that
         is senior or prior to the Second Priority Liens (including, without
         limitation, the First Priority Claims); or

                  (2) in respect of any other asset, any Pari Passu Indebtedness
         or any unsubordinated Indebtedness of any Guarantor, and in the case of
         an Asset Sale by a Subsidiary that is not a Guarantor, Indebtedness of
         such Subsidiary.

                  "Applicable Pari Passu Indebtedness" means

                  (1) in respect of any asset that is the subject of an Asset
         Sale at a time when such asset is included in the Collateral, Pari
         Passu Indebtedness that is secured at such time by all or any part of
         the Collateral; or

                  (2) in respect of any other asset, any Pari Passu
         Indebtedness.

                  "Applicable Value" has the meaning set forth in the definition
of "Collateral."

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary, or shall be merged with or into the
Company or any Restricted Subsidiary, or (2) the acquisition by the Company or
any Restricted Subsidiary of the assets of any Person (other than a Restricted
Subsidiary) which constitute all or substantially all of the assets of such
Person or comprise any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.


<PAGE>
                                      -3-


                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer (other than the granting of a
Lien in accordance with this Indenture) for value by the Company or any of the
Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any
Person other than the Company or a Restricted Subsidiary of (a) any Capital
Stock of any Restricted Subsidiary; or (b) any other property or assets of the
Company or any Restricted Subsidiary other than in the ordinary course of
business; provided, however, that Asset Sales shall not include:

                  (1) a transaction or series of related transactions for which
         the Company or the Restricted Subsidiaries receive aggregate
         consideration of less than $5 million;

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

                  (3) any Restricted Payment made in accordance with Section
         4.04; or

                  (4) sales of accounts receivable and related assets pursuant
         to a Permitted Receivables Financing made in accordance with Section
         4.03.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Securities, compounded annually)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale and Leaseback Transaction (including any
period for which such lease has been extended).

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

                  "Blockage Period" has the meaning provided in Section 12.02.

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

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

                  "Business Day" means any day other than a Saturday, Sunday or
any other day on which banking institutions in The City of New York or in the
city in which the principal corporate trust office of the Trustee is located,
are required or authorized by law or other governmental action to be closed.


<PAGE>
                                      -4-


                  "Capital Stock" means (1) with respect to any Person that is a
corporation, any and all shares, interests, participation or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person, and (2) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

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

                  "Cash Equivalents" means

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

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

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

                  (4) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any bank
         organized under the laws of the United States of America or any state
         thereof or the District of Columbia or any U.S. branch of a foreign
         bank having at the date of acquisition thereof combined capital and
         surplus of not less than $250 million;

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

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

<PAGE>
                                      -5-


                  "Cash Management Obligations" means, with respect to any
Person, all obligations of such Person in respect of overdrafts and related
liabilities owed to any other Person that arise from treasury, depositary or
cash management services, including in connection with any automated clearing
house transfers of funds, or any similar transactions.

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

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

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

                  (3) any Person or Group shall become the beneficial owner,
         directly or indirectly, of shares representing more than 35% of the
         aggregate ordinary voting power represented by the issued and
         outstanding Capital Stock of the Company; or

                  (4) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the Board of Directors
         (together with any new directors whose election by such Board of
         Directors or whose nomination for election by the stockholders of the
         Company was approved pursuant to a vote of a majority of the directors
         then still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors then in office.

                  "Change of Control Offer" has the meaning set forth in Section
4.21.

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.21.

                  "Collateral" means all property and assets that from time to
time secure the Securities and Subsidiary Guarantees pursuant to the Security
Documents.

                  "Collateral Agency Agreement" means that certain Collateral
Agency Agreement, dated as of the Issue Date, by and among the Trustee, the
Collateral Agent and the Company, as amended (including any amendment and
recitation thereof), supplemented or otherwise modified from time to time.


<PAGE>
                                      -6-


                  "Collateral Agent" means the Trustee in its capacity as the
"Collateral Agent" under and as defined in the Collateral Agency Agreement and
the Security Documents and any successor thereto.

                  "Collateral Agreement" means that certain Collateral
Agreement, dated as of the Issue Date, among the Collateral Agent, the Company
and the Subsidiaries of the Company party thereto, granting, among other things,
a second-priority Lien on the Collateral described therein in favor of the
Collateral Agent for its benefit and the benefit of the Trustee and the holders
of the Securities, as amended, modified, restated, supplemented or replaced from
time to time.

                  "Combined EBITDA" means, with respect to the Restricted
Subsidiaries that are not Guarantors (and are not a Finance Subsidiary or an
Accounts Receivable Entity that is a Domestic Restricted Subsidiary), for any
period, the sum (without duplication) of:

                  (1) Combined Net Income; and

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

                           (A) all income taxes of the Restricted Subsidiaries
                  that are not Guarantors (and are not a Finance Subsidiary or
                  an Accounts Receivable Entity that is a Domestic Restricted
                  Subsidiary) paid or accrued in accordance with GAAP for such
                  period; (B) Combined Interest Expense; and

                           (C) Combined Non-cash Charges;

less any non-cash items increasing Combined Net Income for such period, all as
determined on a combined basis for the Restricted Subsidiaries that are not
Guarantors (and are not a Finance Subsidiary or an Accounts Receivable Entity
that is a Domestic Restricted Subsidiary) in accordance with GAAP.

                  "Combined Fixed Charge Coverage Ratio" means, with respect to
the Restricted Subsidiaries that are not Guarantors (and are not a Finance
Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted
Subsidiary), the ratio of Combined EBITDA during the four full fiscal quarters
(the "Four Quarter Period") ending on or prior to the date of the transaction
giving rise to the need to calculate the Combined Fixed Charge Coverage Ratio
(the "Transaction Date") to Combined Fixed Charges for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Combined EBITDA" and "Combined Fixed Charges" shall be calculated
after giving effect on a pro forma basis for the period of such calculation to

<PAGE>
                                      -7-


                  (1) the incurrence or repayment of any Indebtedness of any of
         the Restricted Subsidiaries that are not Guarantors (and are not a
         Finance Subsidiary or an Accounts Receivable Entity that is a Domestic
         Restricted Subsidiary) (and the application of the proceeds thereof)
         giving rise to the need to make such calculation and any incurrence or
         repayment of other Indebtedness (and the application of the proceeds
         thereof), other than the incurrence or repayment of Indebtedness in the
         ordinary course of business for working capital purposes pursuant to
         working capital facilities, occurring during the Four Quarter Period or
         at any time subsequent to the last day of the Four Quarter Period and
         on or prior to the Transaction Date, as if such incurrence or
         repayment, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four Quarter Period; and

                  (2) any Asset Sales or other disposition or Asset Acquisitions
         (including, without limitation, any Asset Acquisition giving rise to
         the need to make such calculation as a result of one of the Restricted
         Subsidiaries that are not Guarantors (and are not a Finance Subsidiary
         or an Accounts Receivable Entity that is a Domestic Restricted
         Subsidiary) (including any Person who becomes such a Restricted
         Subsidiary as a result of the Asset Acquisition) incurring, assuming or
         otherwise being liable for Acquired Indebtedness and also including any
         Combined EBITDA (provided that such Combined EBITDA shall be included
         only to the extent includable pursuant to the definition of "Combined
         Net Income") attributable to the assets which are the subject of the
         Asset Acquisition or Asset Sale or other disposition during the Four
         Quarter Period) occurring during the Four Quarter Period or at any time
         subsequent to the last day of the Four Quarter Period and on or prior
         to the Transaction Date as if such Asset Sale or Asset Acquisition or
         other disposition (including the incurrence, assumption or liability
         for any such Acquired Indebtedness) occurred on the first day of the
         Four Quarter Period.

                  If any of the Restricted Subsidiaries that are not Guarantors
(and are not a Finance Subsidiary or Accounts Receivable Entity that is a
Domestic Restricted Subsidiary) directly or indirectly guarantee Indebtedness of
a third Person, the preceding sentence shall give effect to the incurrence of
such guaranteed Indebtedness as if the Restricted Subsidiary had directly
incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in
calculating "Combined Fixed Charges" for purposes of determining the denominator
(but not the numerator) of this "Combined Fixed Charge Coverage Ratio"

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

<PAGE>
                                      -8-


                  (2) if interest on any Indebtedness actually incurred on the
         Transaction Date may optionally be determined at an interest rate based
         upon a factor of a prime or similar rate, a eurocurrency interbank
         offered rate, or other rates, then the interest rate in effect on the
         Transaction Date will be deemed to have been in effect during the Four
         Quarter Period; and

                  (3) notwithstanding clause (1) above, interest on Indebtedness
         determined on a fluctuating basis, to the extent such interest is
         covered by agreements relating to Interest Swap Obligations, shall be
         deemed to accrue at the rate per annum in effect on the Transaction
         Date resulting after giving effect to the operation of such agreements
         on such date.

                  "Combined Fixed Charges" means, with respect to the Restricted
Subsidiaries that are not Guarantors (and are not a Finance Subsidiary or an
Accounts Receivable Entity that is a Domestic Restricted Subsidiary) for any
period, the sum, without duplication, of

                  (1) Combined Interest Expense, plus

                  (2) the product of (x) the amount of all dividend payments on
         any series of Preferred Stock of the Restricted Subsidiaries that are
         not Guarantors (other than Finance Subsidiaries and Accounts Receivable
         Entities that are Domestic Restricted Subsidiaries) paid, accrued
         and/or scheduled to be paid or accrued during such period times (y) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current effective consolidated federal, state and
         local income tax rate of the Company, expressed as a decimal.

                  "Combined Interest Expense" means, with respect to the
Restricted Subsidiaries that are not Guarantors (and are not a Finance
Subsidiary or Accounts Receivable Entity that is a Domestic Restricted
Subsidiary) for any period, the sum of, without duplication,

                  (1) the aggregate of the interest expense of the Restricted
         Subsidiaries that are not Guarantors (and are not a Finance Subsidiary
         or Accounts Receivable Entity that is a Domestic Restricted Subsidiary)
         for such period determined on a combined basis in accordance with GAAP,
         including without limitation,

                           (A) any amortization of debt discount,

                           (B) the net costs under Interest Swap Obligations and
                  Attributable Debt,

                           (C) all capitalized interest, and

                           (D) the interest portion of any deferred payment
                  obligation;

<PAGE>
                                      -9-


                  (2) the interest component of Capitalized Lease Obligations
         and Attributable Debt paid, accrued and/or scheduled to be paid or
         accrued by the Restricted Subsidiaries that are not Guarantors (and are
         not a Finance Subsidiary or Accounts Receivable Entity that is a
         Domestic Restricted Subsidiary) during such period as determined on a
         consolidated basis in accordance with GAAP; and

                  (3) net losses relating to sales of accounts receivable
         pursuant to Permitted Receivables Financings during such period as
         determined on a combined basis in accordance with GAAP;

provided that Combined Interest Expense shall not include any of the foregoing
to the extent owing to the Company or any Restricted Subsidiary or to the extent
owed by a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic
Restricted Subsidiary.

                  "Combined Net Income" means, with respect to the Restricted
Subsidiaries that are not Guarantors (and are not Finance Subsidiaries or
Accounts Receivable Entities that are Domestic Restricted Subsidiaries), for any
period, the aggregate net income (or loss) of the Restricted Subsidiaries that
are not Guarantors (and are not Finance Subsidiaries or Accounts Receivable
Entities that are Domestic Restricted Subsidiaries) for such period as
determined on a combined basis in accordance with GAAP; provided that there
shall be excluded therefrom;

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

                  (2) extraordinary or non-recurring gains or losses (determined
         on an after-tax basis);

                  (3) the net income of any Person acquired in a "pooling of
         interests" transaction accrued prior to the date it becomes a
         Restricted Subsidiary or is merged or consolidated with any Restricted
         Subsidiary that is not a Guarantor (and are not Finance Subsidiaries or
         Accounts Receivable Entities that are Domestic Restricted
         Subsidiaries);

                  (4) the net income of any Person, other than a Restricted
         Subsidiary, except to the extent of cash dividends or distributions
         paid to the Restricted Subsidiaries that are not Guarantors (and are
         not Finance Subsidiaries or Accounts Receivable Entities that are
         Domestic Restricted Subsidiaries) by such Person;

                  (5) any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Combined Net Income accrued at any time following the Issue Date;


<PAGE>
                                      -10-


                  (6) income or loss attributable to discontinued operations
         (including, without limitation, operations disposed of during such
         period whether or not such operations were classified as discontinued);

                  (7) write downs resulting from the impairment of intangible
         assets; and

                  (8) the amount of amortization or write-off deferred financing
         costs and debt issuance costs of the Company and its Restricted
         Subsidiaries during such period and any premium or penalty paid in
         connection with redeeming or retiring Indebtedness of the Company and
         its Restricted Subsidiaries prior to the stated maturity thereof
         pursuant to the agreements governing such Indebtedness.

                  "Combined Non-cash Charges" means, with respect to the
Restricted Subsidiaries that are not Guarantors (and are not Finance
Subsidiaries or Accounts Receivable Entities that are Domestic Restricted
Subsidiaries), for any period, the aggregate depreciation, amortization and
other non-cash expenses of the Restricted Subsidiaries that are not Guarantors
(and are not Finance Subsidiaries or Accounts Receivable Entities that are
Domestic Restricted Subsidiaries) reducing Combined Net Income for such period,
determined on a combined basis in accordance with GAAP (excluding any such
charge which requires an accrual of or a reserve for cash charges for any future
period).

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, or if at any time after the execution of this
Indenture such Commission is not existing and performing the applicable duties
now assigned to it, then the body or bodies performing such duties at such time.

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

                  "Common Collateral" means all of the assets of any Grantor,
whether real, personal or mixed, constituting both First Priority Collateral and
Second Priority Collateral.

                  "Common Collateral Agent" means a bank or trust company
authorized to exercise corporate trust powers that has been appointed by the
Company, and has agreed, to act as collateral agent hereunder and under the
Security Documents for the equal and ratable benefit of both the holders of
obligations secured by the Liens securing Note Obligations and the holders of
all other obligations secured by Liens securing Other Second-Lien Obligations,
in its capacity as such collateral agent.


<PAGE>
                                      -11-


                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

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

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

                  (1) Consolidated Net Income; and

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

                           (A) all income taxes of the Company and the
                  Restricted Subsidiaries paid or accrued in accordance with
                  GAAP for such period;

                           (B) Consolidated Interest Expense; and

                           (C) Consolidated Non-cash Charges,

less any non-cash items increasing Consolidated Net Income for such period, all
as determined on a consolidated basis for the Company and the Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to the Company, the ratio of Consolidated EBITDA of the Company during the Four
Quarter Period ending on or prior to the Transaction Date to Consolidated Fixed
Charges of the Company for the Four Quarter Period. In addition to and without
limitation of the foregoing, for purposes of this definition, "Consolidated
EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect
on a pro forma basis for the period of such calculation to:

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

<PAGE>
                                      -12-


                  (2) any Asset Sales or other disposition or Asset Acquisitions
         (including, without limitation, any Asset Acquisition giving rise to
         the need to make such calculation as a result of the Company or one of
         the Restricted Subsidiaries (including any Person who becomes a
         Restricted Subsidiary as a result of the Asset Acquisition) incurring,
         assuming or otherwise being liable for Acquired Indebtedness and also
         including any Consolidated EBITDA (provided that such Consolidated
         EBITDA shall be included only to the extent includable pursuant to the
         definition of "Consolidated Net Income") attributable to the assets
         which are the subject of the Asset Acquisition or Asset Sale or other
         disposition during the Four Quarter Period) occurring during the Four
         Quarter Period or at any time subsequent to the last day of the Four
         Quarter Period and on or prior to the Transaction Date as if such Asset
         Sale or Asset Acquisition or other disposition (including the
         incurrence, assumption or liability for any such Acquired Indebtedness)
         occurred on the first day of the Four Quarter Period.

                  If the Company or any of the Restricted Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if the
Company or any Restricted Subsidiary had directly incurred or otherwise assumed
such guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio":

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

                  (2) if interest on any Indebtedness actually incurred on the
         Transaction Date may optionally be determined at an interest rate based
         upon a factor of a prime or similar rate, a eurocurrency interbank
         offered rate, or other rates, then the interest rate in effect on the
         Transaction Date will be deemed to have been in effect during the Four
         Quarter Period; and

                  (3) notwithstanding clause (1) above, interest on Indebtedness
         determined on a fluctuating basis, to the extent such interest is
         covered by agreements relating to Interest Swap Obligations, shall be
         deemed to accrue at the rate per annum in effect on the Transaction
         Date resulting after giving effect to the operation of such agreements
         on such date.

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

                  (1) Consolidated Interest Expense, plus


<PAGE>
                                      -13-


                  (2) the product of (x) the amount of all dividend payments on
         any series of Preferred Stock of the Company (other than dividends paid
         in Qualified Capital Stock) or any Restricted Subsidiary paid, accrued
         and/or scheduled to be paid or accrued during such period times (y) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current effective consolidated federal, state and
         local income tax rate of the Company, expressed as a decimal.

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

                  (1) the aggregate of the interest expense of the Company and
         the Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including without
         limitation,

                      (A) any amortization of debt discount,

                      (B) the net costs under Interest Swap Obligations,

                      (C) all capitalized interest, and

                      (D) the interest portion of any deferred payment
                  obligation;

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

                  (3) net losses relating to sales of accounts receivable
         pursuant to Permitted Receivables Financings during such period as
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to the Company,
for any period, the aggregate net income (or loss) of the Company and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded therefrom:

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

                  (2) extraordinary or non-recurring gains or losses (determined
         on an after-tax basis);

<PAGE>
                                      -14-


                  (3) the net income of any Person acquired in a "pooling of
         interests" transaction accrued prior to the date it becomes a
         Restricted Subsidiary or is merged or consolidated with the Company or
         any Restricted Subsidiary;

                  (4) the net income (but not loss) of any Restricted Subsidiary
         to the extent that the declaration of dividends or similar
         distributions by that Restricted Subsidiary of that income is
         restricted by a contract, operation of law or otherwise;

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

                  (6) any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Consolidated Net Income accrued at any time following March 31, 2003;

                  (7) income or loss attributable to discontinued operations
         (including, without limitation, operations disposed of during such
         period whether or not such operations were classified as discontinued);

                  (8) in the case of a successor to the Company by consolidation
         or merger or as a transferee of the Company's assets, any earnings of
         the successor corporation prior to such consolidation, merger or
         transfer of assets;

                  (9) write downs resulting from the impairment of intangible
         assets; and

                  (10) the amount of amortization or write-off of deferred
         financing costs and debt issuance costs of the Company and its
         Restricted Subsidiaries during such period and any premium or penalty
         paid in connection with redeeming or retiring Indebtedness of the
         Company and its Restricted Subsidiaries prior to the stated maturity
         thereof pursuant to the agreements governing such Indebtedness.

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles (other than
patents, trademarks, copyrights, licenses and other intellectual property),
shown on the balance sheet of the Company and its Restricted Subsidiaries for
the most recently ended fiscal quarter for which financial statements are
available, determined on a consolidated basis in accordance with GAAP.

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


<PAGE>
                                      -15-


                  "Corporate Trust Department" means the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of this
Indenture is located at 5847 San Filipe, Suite 1050, Houston, Texas 77057.

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

                  "Credit Agent" means JPMorgan Chase Bank in its capacity as
collateral agent under the Credit Agreement or any Person designated the "Credit
Agent" pursuant to the Intercreditor Agreement.

                  "Credit Agreement" means the Credit Agreement dated as of
September 30, 1999, among the Company, the Guarantors, the lenders party thereto
in their capacities as lenders thereunder and Commerzbank and Bank of America,
as co-documentation agents, Citibank, N.A., as syndication agent, and JPMorgan
Chase Bank, as administrative agent, together with the documents related thereto
(including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted by Section 4.03 (including the definition of Permitted Indebtedness))
or adding Subsidiaries as additional borrowers or guarantors thereunder) all or
any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                  "Credit Agreement Obligations" means all Obligations under or
pursuant to the Credit Agreement.

                  "Credit Facilities" means one or more debt facilities
(including the Credit Agreement) or commercial paper facilities providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to lenders or to special purpose entities formed to borrow
from lenders against such receivables) or letters of credit, or any debt
securities or other form of debt financing (including convertible or
exchangeable debt instruments), in each case, as amended, supplemented,
modified, extended, renewed, restated or refunded in whole or in part from time
to time.

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

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


<PAGE>
                                      -16-


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

                  "Defaulted Interest" has the meaning set forth in Section
6.11.

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

                  "Designation" has the meaning set forth in Section 4.20.

                  "Designation Amount" has the meaning set forth in Section
4.20.

                  "Destruction" means any damage to, loss of or destruction of
all or any portion of the Collateral.

                  "Discharge of First Priority Claims" means, except to the
extent otherwise provided in the Intercreditor Agreement, payment in full in
cash of (a) the principal of and interest and premium, if any, on all
Indebtedness outstanding under the First-Lien Credit Facilities or, with respect
to letters of credit outstanding thereunder, delivery of cash collateral or
backstop letters of credit in respect thereof in compliance with such First-Lien
Credit Facilities, as applicable, in each case after or concurrently with
termination of all commitments to extend credit thereunder and (b) any other
First Priority Claims that are due and payable or otherwise accrued and owing at
or prior to the time such principal and interest are paid.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is mandatorily exchangeable for Indebtedness, or is
redeemable or exchangeable for Indebtedness, at the sole option of the holder
thereof on or prior to the final maturity date of the Securities.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized under the laws of the United States or any
state thereof or the District of Columbia.

                  "DTC" means the Depository Trust Company or any successor
thereto.

                  "Equity Offering" has the meaning set forth in Paragraph 6 of
the Securities.

                  "Event of Default" has the meaning provided in Section 6.01.

<PAGE>
                                      -17-


                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto, and the rules and
regulations of the Commission promulgated thereunder.

                  "Excluded Collateral" means (i) any property or assets owned
by any Foreign Subsidiary, Immaterial Domestic Subsidiary, Accounts Receivable
Entity or Finance Subsidiary, (ii) the Capital Stock or other securities of
Foreign Subsidiaries, (iii) any Capital Stock and other securities of Domestic
Restricted Subsidiaries to the extent the Applicable Value of such Capital Stock
and other securities (on a Subsidiary-by-Subsidiary basis) is equal to or
greater than 20% of the aggregate principal amount of the Securities then
outstanding and (iv) proceeds and products from any and all of the foregoing
excluded collateral described in clauses (i) through (iii), unless such proceeds
or products would otherwise constitute Collateral within the definition thereof.
In addition, in the event that Rule 3-16 or Rule 3-10 of Regulation S-X under
the Securities Act is amended, modified or interpreted by the Commission to
require (or is replaced with another rule or regulation, or any other law, rule
or regulation is adopted, which would require) the filing with the Commission
(or any other governmental agency) of separate financial statements of any
Domestic Subsidiary of the Company due to the fact that such Domestic
Subsidiary's Capital Stock or other securities secure the Securities, then the
Capital Stock or other securities of such Subsidiary shall automatically be
deemed not to be part of the Collateral but only to the extent necessary to not
be subject to such requirement. In the event that Rule 3-16 or Rule 3-10 of
Regulation S-X under the Securities Act is amended, modified or interpreted by
the Commission to permit (or are replaced with another rule or regulation, or
any other law, rule or regulation is adopted, which would permit) such Domestic
Subsidiary's Capital Stock and other securities to secure the Securities in
excess of the amount then pledged without the filing with the Commission (or any
other governmental agency) of separate financial statements of such Domestic
Subsidiary, then the Capital Stock and other securities of such Subsidiary shall
automatically be deemed to be a part of the Collateral but only to the extent
necessary to not be subject to any such financial statement requirement.

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

                  "Final Maturity Date" means July 15, 2013.

                  "Finance Subsidiary" means a Restricted Subsidiary that is
organized solely for the purpose of owning Indebtedness of the Company and/or
other Restricted Subsidiaries


<PAGE>
                                      -18-


and issuing securities the proceeds of which are utilized by the Company and/or
other Restricted Subsidiaries, and which engages only in such activities and
activities incident thereto.

                  "First-Lien Credit Facilities" means (a) the Credit Facilities
provided pursuant to the Credit Agreement and (b) any other Credit Facility,
that, in the case of both clauses (a) and (b), is secured by a Lien permitted
pursuant to clause (B) of Section 4.15.

                  "First Priority Cash Management Obligations" means any Cash
Management Obligations secured by any Common Collateral under the same First
Priority Collateral Documents that secure Obligations under the Senior Credit
Agreement.

                  "First Priority Claims" means (a) all Credit Agreement
Obligations, (b) all Obligations under one or more First-Lien Credit Facilities
(other than the Credit Facilities provided pursuant to the Credit Agreement),
the Indebtedness under each of which is designated by the Company as "First
Priority Claims" for purposes of this Indenture, provided that the First
Priority Lenders under each First-Lien Credit Facility then in effect have
consented to such designation pursuant to the provisions of the First Priority
Documents then in effect, (c) all other Obligations of the Company or any other
Grantor under the First Priority Documents, including all First Priority Hedging
Obligations and First Priority Cash Management Obligations and (d) all Future
Other First-Lien Obligations. First Priority Claims shall include all interest
accrued or accruing (or which would, absent the commencement of an Insolvency or
Liquidation Proceeding, accrue) after the commencement of an Insolvency or
Liquidation Proceeding in accordance with and at the rate specified in the
relevant First Priority Document whether or not the claim for such interest is
allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent
any payment with respect to the First Priority Claims (whether by or on behalf
of any Grantor, as proceeds of security, enforcement of any right of set-off or
otherwise) is declared to be fraudulent or preferential in any respect, set
aside or required to be paid to a debtor in possession, trustee, receiver or
similar Person, then the obligation or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. Notwithstanding the foregoing, the Securities and related
Obligations will not constitute First Priority Claims and Collateral therefor
will not constitute First Priority Collateral even if any proceeds of the
Securities are used to repay Obligations under the Credit Agreement.
Notwithstanding anything to the contrary contained in this definition, any
Obligation under a First Priority Document (including any Cash Management
Obligations or Hedging Obligations) shall constitute a "First Priority Claim" if
the Credit Agent or the relevant First Priority Lender or First Priority Lenders
under such First Priority Document shall have received a written representation
from the Company in or in connection with such First Priority Document that such
Obligation constitutes a "First Priority Claim" under and as defined in this
Indenture (whether or not such Obligation is at any time determined not to have
been permitted to be incurred under this Indenture).

<PAGE>
                                      -19-


                  "First Priority Collateral" means all of the assets of any
Grantor, whether real, personal or mixed, with respect to which a Lien is
granted or held as security for any First Priority Claim.

                  "First Priority Collateral Documents" means any agreement,
document or instrument pursuant to which a Lien is granted securing any First
Priority Claims or under which rights or remedies with respect to such Liens are
governed.

                  "First Priority Documents" means the Credit Agreement, the
First Priority Collateral Documents, and each of the other agreements, documents
and instruments (including each agreement, document or instrument providing for
or evidencing a First Priority Hedging Obligation or First Priority Cash
Management Obligation) providing for or evidencing any other Obligation under
the Credit Agreement or any other First-Lien Credit Facility or any Future Other
First-Lien Obligations, and any other related document or instrument executed or
delivered pursuant to any First Priority Document at any time or otherwise
evidencing any First Priority Claims.

                  "First Priority Hedging Obligations" means any Hedging
Obligations secured by any Common Collateral under the same First Priority
Collateral Documents that secure Obligations under the Senior Credit Agreement.

                  "First Priority Lenders" means the Persons holding First
Priority Claims, including the Credit Agent.

                  "First Priority Liens" means all Liens that secure the First
Priority Claims.

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

                  "Foreign Subsidiary" means any Subsidiary that is organized
and existing under the laws of a jurisdiction other than the United States, any
State thereof or the District of Columbia.

                  "Four Quarter Period" has the meaning provided in the
definition of "Combined Fixed Charge Coverage Ratio" above.

                  "Funding Guarantor" has the meaning provided in Section 10.05.

                  "Future Other First-Lien Obligations" means all Obligations of
the Company or any other Grantor in respect of Cash Management Obligations or
Hedging Obligations that are designated by the Company as "First Priority
Claims" for purposes of this Indenture (other than any First Priority Cash
Management Obligations and First Priority Hedging Obligations);


<PAGE>
                                      -20-


provided that the required lenders (however denominated) under any Senior Credit
Agreement then in effect have consented to such designation.

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

                  "Global Security" means a security evidencing all or a part of
the Securities issued to the Depository in accordance with Section 2.01 and
bearing the legend prescribed in Exhibit C.

                  "Grantors" means each of the Company and the Subsidiaries that
has executed and delivered a Security Document or a First Priority Collateral
Document.

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

                  "Guaranteed Indebtedness" has the meaning set forth in Section
4.18.

                  "Guarantor" means (1) each Wholly Owned Domestic Restricted
Subsidiary of the Company (other than any Immaterial Domestic Subsidiaries,
Accounts Receivable Entities and Finance Subsidiaries) as of the Issue Date and
(2) each other Restricted Subsidiary that in the future is required to or
executes a Subsidiary Guarantee pursuant to Section 4.18 or otherwise; provided
that any Person constituting a Guarantor as described above shall cease to
constitute a Guarantor when its Subsidiary Guarantee is released in accordance
with the terms of this Indenture.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person in respect of (a) interest rate or currency swap
agreements, interest rate or currency cap agreements, interest rate or currency
collar agreements or (b) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates and/or currency exchange
rates.

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

                  "Immaterial Domestic Subsidiaries" means at any time, any
Domestic Restricted Subsidiary of the Company having total assets (as determined
in accordance with GAAP) in an amount of less than 1% of the consolidated total
assets of the Company and its Domestic Restricted Subsidiaries (as determined in
accordance with GAAP); provided, however, that the total assets (as so
determined) of all Immaterial Domestic Subsidiaries shall not


<PAGE>
                                      -21-


exceed 5% of consolidated total assets of the Company and its Domestic
Restricted Subsidiaries (as so determined). In the event that the total assets
of all Immaterial Domestic Subsidiaries exceed 5% of consolidated total assets
of the Company and its Domestic Restricted Subsidiaries, the Company will
designate Domestic Restricted Subsidiaries that would otherwise be Immaterial
Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until
such 5% threshold is met. Notwithstanding the foregoing, no Domestic Restricted
Subsidiary that guarantees the Credit Agreement or any Credit Agreement
Obligation shall be deemed an Immaterial Domestic Subsidiary.

                  "incur" has the meaning provided in Section 4.03.

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

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

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

                  (3) all Capitalized Lease Obligations of such Person and
         Attributable Debt of such Person;

                  (4) all Obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all Obligations under any title retention agreement (but excluding
         trade accounts payable and other accrued liabilities arising in the
         ordinary course of business that are not overdue by 90 days or more or
         are being contested in good faith by appropriate proceedings promptly
         instituted and diligently conducted);

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

                  (6) guarantees and other contingent obligations in respect of
         Indebtedness of any other Person referred to in clauses (1) through (5)
         above and clauses (8) and (10) below;

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

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


<PAGE>
                                      -22-


                  (9) all Disqualified Capital Stock of the Company and all
         Preferred Stock of a Restricted Subsidiary with the amount of
         Indebtedness represented by such Disqualified Capital Stock or
         Preferred Stock being equal to the greater of its voluntary or
         involuntary liquidation preference and its maximum fixed repurchase
         price, but excluding accrued and unpaid dividends, if any; and

                  (10) all Outstanding Permitted Receivables Financings.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock or Preferred Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock or Preferred Stock as if such Disqualified Capital
Stock or Preferred Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Disqualified Capital
Stock or Preferred Stock, such Fair Market Value shall be determined reasonably
and in good faith by the Board of Directors of the issuer of such Disqualified
Capital Stock or Preferred Stock.

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

                  "Independent" when used with respect to any specified Person
means such a Person who (a) is in fact independent; (b) does not have any direct
financial interest or any material indirect financial interest in the Company or
any of its Subsidiaries, or in any Affiliate of the Company or any of its
Subsidiaries; and (c) is not an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions for the
Company or any of its Subsidiaries. Whenever it is provided in this Indenture
that any Independent Person's opinion or certificate shall be furnished to the
Trustee, such Person shall be appointed by the Company, and such opinion or
certificate shall state that the signer has read this definition and that the
signer is Independent within the meaning hereof.

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

                  "Initial Purchasers" means the initial purchasers party to the
Purchase Agreement.

                  "Insolvency or Liquidation Proceeding" means (a) any voluntary
or involuntary case or proceeding under any Bankruptcy Law with respect to any
Grantor, (b) any other voluntary or involuntary insolvency, reorganization or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to


<PAGE>
                                      -23-


any Grantor or with respect to any of their respective assets, (c) any
liquidation, dissolution, reorganization or winding up of any Grantor whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy
or (d) any assignment for the benefit of creditors or any other marshaling of
assets and liabilities of any Grantor.

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

                  "Intercreditor Agreement" means (a) that certain Intercreditor
Agreement, dated as of the Issue Date, by and among the Company, JPMorgan Chase
Bank, as Credit Agent, and Wachovia Bank, National Association, as Trustee and
as Collateral Agent, as amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time and (b) any
substantially identical intercreditor agreement hereafter entered into pursuant
to Section 12.11(c).

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Securities.

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

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Company and the Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiaries, as the case may be. If the Company or any Restricted Subsidiary
sells or otherwise disposes of any Capital Stock of any Restricted Subsidiary
(the "Referent Subsidiary") such that, after giving effect to any such sale or
disposition, the Referent Subsidiary shall cease to be a Restricted Subsidiary,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of the Capital Stock of the
Referent Subsidiary not sold or disposed of.

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


<PAGE>
                                      -24-


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

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

                  "Liens Securing Note Obligations" has the meaning set forth in
Section 12.11.

                  "Liens Securing Other Second-Lien Obligations" has the meaning
set forth in Section 12.11.

                  "Mortgaged Property" means each of the Company's properties at
1801 Highway 49B North, Paragould, Arkansas 72450, 2000 South Bolton Street,
Paragould, Arkansas 72450, 200 McIntyre Dr., Hartwell, Georgia 30643, 503
Weatherhead St., Angola, Indiana 46703, 4852 Hoffman St., Elkhart, Indiana
46516, 3901 Willis Road, Grass Lake, Michigan 49240, 2701 North Dettman Road,
Jackson, Michigan 49201, 929 Anderson Road, Litchfield, Michigan 49252, 13910
Lake Drive (Bolles Harbor), Monroe, Michigan 48161, 1 International Drive,
Monroe, Michigan 48161, 121 Meridian Dr, Cozad, Nebraska 69130, P.O. Box 348 -
S. Highway 15, Seward, Nebraska 68434-0348, 33 Lockwood Rd., Milan, Ohio 44846,
11800 State Route 424, Napolean, Ohio, 4500 Early Road, Harrisonburg, Virginia
22801, 3160 Abbot Lane, Harrisonburg, Virginia 22801, 10840 West Allen Road,
Hayward, Wisconsin 54843 and each other real property which is subject to a
Second Priority Mortgage.

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

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

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

                  (3) repayments of Indebtedness secured by the property or
         assets subject to such Asset Sale that is required to be repaid in
         connection with such Asset Sale; and

                  (4) appropriate amounts to be determined by the Company or any
         Restricted Subsidiary, as the case may be, as a reserve, in accordance
         with GAAP,



<PAGE>
                                      -25-


         against any liabilities associated with such Asset Sale and retained by
         the Company or any Restricted Subsidiary, as the case may be, after
         such Asset Sale, including, without limitation, pension and other
         post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such Asset Sale.

                  "Net Insurance Proceeds" means the insurance proceeds
(excluding liability insurance proceeds payable to the Trustee for any loss,
liability or expense incurred by it and excluding the proceeds of business
interruption insurance) or condemnation awards actually received by the Company
or any Restricted Subsidiary of the Company as a result of the Destruction or
Taking of all or any portion of the Collateral, net of:

                  (1) reasonable out-of-pocket expenses and fees paid by the
         Company or a Restricted Subsidiary relating to such Taking or
         Destruction (including, without limitation, expenses of attorneys and
         insurance adjusters);

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

                  (3) repayment of Indebtedness that is secured by the property
         or assets that are the subject of such Taking or Destructions; provided
         that, in the case of any Destruction or Taking involving Collateral,
         the Lien securing such Indebtedness constitutes a Lien permitted by
         this Indenture to be prior to the Lien granted to the Collateral Agent
         for the benefit of the Trustee and the Holders pursuant to the Security
         Documents.

                  "Net Proceeds Offer" has the meaning set forth in Section
4.12.

                  "Net Proceeds Offer Amount" has the meaning set forth in
Section 4.12.

                  "Net Proceeds Offer Payment Date" has the meaning set forth in
Section 4.12.

                  "Net Proceeds Offer Trigger Date" has the meaning set forth in
Section 4.12.

                  "New York Presenting Agent" has the meaning set forth in
Section 2.03.

                  "Obligations" means any and all obligations with respect to
the payment of (a) any principal of or interest (including interest accruing on
or after the commencement of any Insolvency or Liquidation Proceedings, whether
or not a claim for post-filing interest is allowed in such proceeding) or
premium on any Indebtedness, including any reimbursement obligation in respect
of any letter of credit, (b) any fees, indemnification obligations, damages,
expense reimbursement obligations or other liabilities payable under the
documentation



<PAGE>
                                      -26-


governing any Indebtedness, (c) any obligation to post cash collateral in
respect of letters of credit and any other obligations and (d) any Cash
Management Obligations or Hedging Obligations.

                  "Offering Memorandum" means the offering memorandum of the
Company dated June 10, 2003 related to the Securities.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, any Vice President and
the Chief Financial Officer of such Person.

                  "Officers' Certificate" means a certificate signed by an
Officer of the Company and another Officer or the secretary, treasurer or
controller of the Company.

                  "Offshore Physical Securities" has the meaning provided in
Section 2.01.

                  "Opinion of Counsel" means a written opinion from legal
counsel which is and who are acceptable to the Trustee or, if addressed to the
Collateral Agent, to the Collateral Agent.

                  "Other Second-Lien Obligations" means any Indebtedness of the
Company or any Restricted Subsidiary, other than the Securities, that is secured
by a Permitted Lien described in Section 4.15 granted to a Common Collateral
Agent and that is designated by the Company as an "Other Second-Lien Obligation"
upon the incurrence thereof for the purposes of this Indenture.

                  "Outstanding Permitted Receivables Financings" means the
aggregate amount of the receivables sold or financed pursuant to a Permitted
Receivables Financing that remain uncollected at any one time.

                  "Pari Passu Indebtedness" means any unsubordinated
Indebtedness of the Company (other than any Indebtedness owed to any Subsidiary
of the Company).

                  "Participants" has the meaning provided in Section 2.15.

                  "Paying Agent" has the meaning provided in Section 2.03.

                  "Payment Default" has the meaning provided in Section 6.01.

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

                  (1) Indebtedness under the Securities, this Indenture and any
         Subsidiary Guarantees outstanding on the Issue Date;

<PAGE>
                                      -27-


                  (2) Indebtedness incurred pursuant to the Credit Agreement
         (or, in the case of clause (2)(x) below, pursuant to a Credit Facility)
         in an aggregate principal amount at any time outstanding not to exceed
         the greater of:

                           (x) the sum of (i) $1,000 million (reduced by any
                  required permanent repayments with the proceeds of Asset Sales
                  (which are accompanied by a corresponding permanent commitment
                  reduction) thereunder) and (ii) $150.0 million less the
                  aggregate amount then outstanding under the Outstanding
                  Permitted Receivables Financings referred to in clause (14)
                  below; and

                           (y) the sum of (A) 85% of the net book value of the
                  accounts receivable of the Company and the Restricted
                  Subsidiaries and (B) 50% of the net book value of the
                  inventory of the Company and the Restricted Subsidiaries;

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

                  (4) Interest Swap Obligations of the Company covering
         Indebtedness of the Company or any Guarantor and Interest Swap
         Obligations of any Restricted Subsidiary covering Indebtedness of such
         Restricted Subsidiary; provided, however, that such Interest Swap
         Obligations are entered into to protect the Company and the Restricted
         Subsidiaries from fluctuations in interest rates on Indebtedness
         incurred in accordance with this Indenture to the extent the notional
         principal amount of such Interest Swap Obligations does not exceed the
         principal amount of the Indebtedness to which such Interest Swap
         Obligations relate;

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

                  (6) Indebtedness of a Restricted Subsidiary of the Company to
         the Company or to a Restricted Subsidiary of the Company for so long as
         such Indebtedness is held by the Company, a Restricted Subsidiary of
         the Company or the lenders or collateral agent under the Credit
         Agreement or the Collateral Agent for the benefit of the Trustee and
         the holders of the Securities, in each case subject to no Lien held by
         a Person other than the Company, a Restricted Subsidiary of the Company
         or the lenders or collateral agent under the Credit Agreement or the
         Collateral Agent for the benefit of the Trustee and the holders of the
         Securities; provided that if as of any date any Person



<PAGE>
                                      -28-


         other than the Company, a Restricted Subsidiary of the Company or the
         lenders or collateral agent under the Credit Agreement or the
         Collateral Agent for its benefit and for the benefit of the Trustee and
         the holders of the Securities owns or holds any such Indebtedness or
         holds a Lien in respect of such Indebtedness, such date shall be deemed
         the incurrence of Indebtedness not constituting Permitted Indebtedness
         under this clause (6) by the issuer of such Indebtedness;

                  (7) Indebtedness of the Company to a Restricted Subsidiary of
         the Company for so long as such Indebtedness is held by a Restricted
         Subsidiary of the Company or the lenders or the collateral agent under
         the Credit Agreement or the Collateral Agent for the benefit of the
         Trustee and the holders of the Securities and is subject to no Lien
         other than a Lien in favor of the lenders or collateral agent under the
         Credit Agreement or the Collateral Agent for the benefit of the Trustee
         and the holders of the Securities; provided that (a) any Indebtedness
         of the Company to any Restricted Subsidiary of the Company is unsecured
         and, except in the case of Indebtedness owed to Foreign Subsidiaries,
         subordinated, pursuant to a written agreement to the Company's
         obligations under this Indenture and the Securities and (b) if as of
         any date any Person other than a Restricted Subsidiary of the Company
         owns or holds any such Indebtedness or any Person holds a Lien other
         than a Lien in favor of the lenders or collateral agent under the
         Credit Agreement or the Collateral Agent for its benefit and for the
         benefit of the Trustee and the holders of the Securities in respect of
         such Indebtedness, such date shall be deemed the incurrence of
         Indebtedness not constituting Permitted Indebtedness under this clause
         (7) by the Company;

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

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

                  (10) Refinancing Indebtedness;

                  (11) additional Indebtedness of the Company and the Restricted
         Subsidiaries in an aggregate principal amount not to exceed $50.0
         million at any one time outstanding;


<PAGE>
                                      -29-


                  (12) additional Indebtedness of Foreign Subsidiaries of the
         Company under working capital facilities in an aggregate principal
         amount not to exceed $50.0 million at any one time outstanding;

                  (13) Purchase Money Indebtedness and Capitalized Lease
         Obligations (and any Indebtedness incurred to Refinance such Purchase
         Money Indebtedness or Capitalized Lease Obligations) not to exceed 5%
         of Consolidated Net Tangible Assets at any one time outstanding; and

                  (14) Outstanding Permitted Receivables Financings not to
         exceed $150.0 million at any one time outstanding less any amount of
         Indebtedness then outstanding and incurred pursuant to clause
         (2)(x)(ii) above.

                  If any Indebtedness incurred by the Company or any Restricted
Subsidiary would qualify in more than one of the categories of Permitted
Indebtedness as set forth in clauses (1) through (14) of this definition, the
Company may designate under which category such incurrence shall be deemed to
have been made.

                  "Permitted Investments" means

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

                  (2) Investments in the Company by any Restricted Subsidiary;
         provided that any Indebtedness evidencing such Investment is unsecured;

                  (3) Investments in cash and Cash Equivalents;

                  (4) loans and advances to employees, officers and directors of
         the Company and the Restricted Subsidiaries in the ordinary course of
         business for bona fide business purposes not in excess of an aggregate
         of $15.0 million at any one time outstanding;

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

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


<PAGE>
                                      -30-


                  (7) Investments made by the Company or the Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.12;

                  (8) Investments in Persons, including, without limitation,
         Unrestricted Subsidiaries and joint ventures, engaged in a business
         similar or related to or logical extensions of the businesses in which
         the Company and the Restricted Subsidiaries are engaged on the Issue
         Date, not to exceed 5% of Consolidated Net Tangible Assets at any one
         time outstanding;

                  (9) Investments in the Securities; and

                  (10) Investments in an Accounts Receivable Entity.

                  "Permitted Liens" means the following types of Liens:

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

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

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

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

<PAGE>
                                      -31-


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

                  (6) any interest or title of a lessor under any Capitalized
         Lease Obligation; provided that such Liens do not extend to any
         property or asset which is not leased property subject to such
         Capitalized Lease Obligation;

                  (7) purchase money Liens securing Indebtedness incurred to
         finance property or assets of the Company or any Restricted Subsidiary
         acquired in the ordinary course of business, and Liens securing
         Indebtedness which Refinances any such Indebtedness; provided, however,
         that (A) the related purchase money Indebtedness (or Refinancing
         Indebtedness) shall not exceed the cost of such property or assets and
         shall not be secured by any property or assets of the Company or any
         Restricted Subsidiary other than the property and assets so acquired
         and (B) the Lien securing the purchase money Indebtedness shall be
         created within 90 days after such acquisition;

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

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

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

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

                  (12) Liens securing Indebtedness and other Obligations under
         Currency Agreements and Cash Management Obligations, in each case
         permitted under this Indenture;

                  (13) Liens securing Acquired Indebtedness (and any
         Indebtedness which Refinances such Acquired Indebtedness) incurred in
         accordance with Section 4.03; provided that (A) such Liens secured the
         Acquired Indebtedness at the time of and prior to the incurrence of
         such Acquired Indebtedness by the Company or a Restricted Subsidiary
         and were not granted in connection with, or in anticipation of the
         incurrence of such Acquired Indebtedness by the Company or a Restricted
         Subsidiary and



<PAGE>
                                      -32-


         (B) such Liens do not extend to or cover any property or assets of the
         Company or of any of the Restricted Subsidiaries other than the
         property or assets that secured the Acquired Indebtedness prior to the
         time such Indebtedness became Acquired Indebtedness of the Company or a
         Restricted Subsidiary;

                  (14) Liens securing Indebtedness of Foreign Restricted
         Subsidiaries incurred in accordance with this Indenture; provided that
         such Liens do not extend to any property or assets other than property
         or assets of Foreign Restricted Subsidiaries; and

                  (15) Liens incurred in connection with a Permitted Receivables
         Financing.

                  "Permitted Receivables Financing" means any sale by the
Company or a Restricted Subsidiary of accounts receivable and related assets
intended to be (and which shall be treated for purposes of this Indenture as) a
true sale transaction with customary limited recourse based upon the
collectibility of the receivables sold and the corresponding sale or pledge of
such accounts receivable (or an interest therein) in each case without any
guarantee by the Company or any Restricted Subsidiary other than an Accounts
Receivable Entity.

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

                  "Physical Securities" has the meaning provided in Section
2.01.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Private Placement Legend" means the legend initially set
forth on the Securities in the form set forth on Exhibit A.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation in
accordance with Article 11 of Regulation S-X under the Securities Act as
interpreted by the Company's Board of Directors in consultation with its
Independent certified public accountants.

                  "Purchase Agreement" means the purchase agreement dated as of
June 10, 2003, by and among the Company and the Initial Purchasers.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company or any Restricted Subsidiary incurred for the purpose of financing all
or any part of the purchase price or the cost of an Asset Acquisition or
construction or improvement of any property; provided that the aggregate
principal amount of such Indebtedness does not exceed such purchase price or
cost.

<PAGE>
                                      -33-


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

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "Record Date" means the Record Dates specified in the
Securities; provided that if any such date is not a Business Day, the Record
Date shall be the first day immediately preceding such specified day that is a
Business Day.

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

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.

                  "Reference Date" has the meaning set forth in Section 4.04.

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

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of Indebtedness incurred in accordance with
Section 4.03 (other than pursuant to clause (2), (4), (5), (6), (7), (8), (9),
(11), (12), (13) or (14) of the definition of Permitted Indebtedness), in each
case that does not:

                  (1) result in an increase in the aggregate principal amount of
         any Indebtedness of such Person as of the date of such proposed
         Refinancing (plus the amount of any premium reasonably necessary to
         Refinance such Indebtedness and plus the amount of reasonable expenses
         incurred by the Company in connection with such Refinancing); or

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

provided that (i) if such Indebtedness being Refinanced is Indebtedness of the
Company and/or a Guarantor, then such Refinancing Indebtedness shall be
Indebtedness solely of the Company and/or such Guarantor and (ii) if such
Indebtedness being Refinanced is subordinate


<PAGE>
                                      -34-


or junior in right of payment to the Securities, then such Refinancing
Indebtedness shall be expressly subordinate to the Securities to the same extent
and in the same manner as the Indebtedness being Refinanced.

                  "Registrar" has the meaning provided in Section 2.03.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated the Issue Date among the Company, the Guarantors and the Initial
Purchasers.

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

                  "Replacement Assets" means assets and property that will be
used in the business of the Company and/or its Restricted Subsidiaries as
existing on the Issue Date or in a business the same, similar or reasonably
related thereto (including Capital Stock of a Person which becomes a Restricted
Subsidiary).

                  "Responsible Officer" shall mean, when used with respect to
the Trustee (in all capacities appointed hereunder, including, but not limited
to, acting as Collateral Agent), any officer in the Corporate Trust Department
of the Trustee including any vice president, assistant vice president or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
and to whom any corporate trust matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

                  "Restricted Payment" has the meaning set forth in Section
4.04.

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely upon an Opinion of Counsel with respect to
whether any Security is a Restricted Security.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that has not been designated by the Board of Directors of the Company, by a
Board Resolution delivered to the Trustee, as an Unrestricted Subsidiary
pursuant to and in compliance with Section 4.20. Any such Designation may be
revoked by a Board Resolution of the Company delivered to the Trustee, subject
to the provisions of such covenant.

                  "Revocation" has the meaning set forth in Section 4.20.

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

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any


<PAGE>
                                      -35-


Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any other Person from whom funds have been or are to be advanced on
the security of such Property.

                  "Second Priority Claims" means all Obligations in respect of
the Securities or arising under the Second Priority Documents or any of them.

                  "Second Priority Collateral" means all of the assets of any
Grantor, whether real, personal or mixed, with respect to which a Lien is
granted or held as security for any Second Priority Claim.

                  "Second Priority Documents" means (a) this Indenture, the
Securities, the Security Documents and each of the other agreements, documents
or instruments evidencing or governing any Other Second-Lien Obligations and (b)
any other related documents or instruments executed and delivered pursuant to
any Second Priority Document described in clause (a) above evidencing or
governing any Obligations thereunder.

                  "Second Priority Liens" means the second priority Liens on the
Collateral described in the Security Documents and granted in favor of the
Collateral Agent for the benefit of the Trustee and the Holders of the
Securities and holders, if any, of Other Second Lien Obligations.

                  "Second Priority Mortgages" means a collective reference to
each mortgage, deed of trust, deed to secure debt, and any other document or
instrument under which any Lien on real property owned by any Grantor is granted
to secure any Second Priority Claims or under which rights or remedies with
respect to any such Liens are governed.

                  "Securities" means the Series A Securities and the Series B
Securities treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms hereof, that are issued pursuant
to this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto, and the rules and regulations of
the Commission promulgated thereunder.

                  "Security Documents" means the Collateral Agreement, the
Second Priority Mortgages and any other document or instrument pursuant to which
a Lien is granted by any Grantor to secure any Second Priority Claims or under
which rights or remedies with respect to any such Lien are governed.

                  "Security Interests" means the Liens on the Collateral created
by the Security Documents in favor of the Collateral Agent for the benefit of
the Trustee and the holders of the Securities.


<PAGE>
                                      -36-


                  "Senior Credit Agreement" means the agreement designated as
the "Senior Credit Agreement" pursuant to the Intercreditor Agreement.

                  "Senior Subordinated Notes" means the Company's 11-5/8% Senior
Subordinated Notes due 2009 issued under that certain indenture dated as of
October 14, 1999 with The Bank of New York, as trustee.

                  "Series A Securities" means the 10 1/4% Senior Secured Notes
due 2013, Series A, of the Company issued pursuant to this Indenture and sold
pursuant to the Purchase Agreement.

                  "Series B Securities" means the 10 1/4% Senior Secured Notes
due 2013, Series B, of the Company to be issued in exchange for the Series A
Securities pursuant to this Indenture.

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

                  "Special Record Date" has the meaning set forth in Section
6.11.

                  "Subordinated Indebtedness" means Indebtedness as to which the
payment of principal (and premium, if any) and interest and other payment
obligations is subordinate or junior in right of payment by its terms to the
Securities or the Subsidiary Guarantees of the Company or a Guarantor, as
applicable, including, without limitation, the Senior Subordinated Notes.

                  "Subsidiary," with respect to any Person, means (1) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (2) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.

                  "Subsidiary Guarantee" has the meaning set forth in Section
4.18 and also includes any Guarantee of an initial Guarantor under Article X of
this Indenture.

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

                  "Taking" means any taking of all or any portion of the
Collateral by condemnation or other eminent domain proceedings, pursuant to any
law, general or special, or by reason of the temporary requisition of the use or
occupancy of all or any portion of the Collateral by any governmental authority,
civil or military, or any sale pursuant to the exercise by


<PAGE>
                                      -37-


any such governmental authority of any right which it may then have to purchase
or designate a purchaser or to order a sale of all or any portion of the
Collateral.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of the execution of
this Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, except as otherwise provided in Section 9.03.

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

                  "Treasury Yield" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two business days prior
to the date fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source of similar data)) most nearly equal to
the then remaining average life of the Securities, provided that if the average
life of the Securities is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Yield
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the average life of the
Securities is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.

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

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to and in compliance with Section 4.20. Any such
designation may be revoked by a Board Resolution of the Company delivered to the
Trustee, subject to the provisions of such covenant.

                  "U.S. Government Obligations" shall have the meaning provided
in Section 8.01.

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

                  "U.S. Physical Securities" shall have the meaning set forth in
Section 2.01.


<PAGE>
                                      -38-


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

                  "Wholly Owned Domestic Restricted Subsidiary" means a Wholly
Owned Restricted Subsidiary that is also a Domestic Restricted Subsidiary.

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

SECTION 1.02.     Incorporation by Reference of TIA.

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

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder or a
Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, any
Guarantor and any other obligor on the Securities.

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

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires

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

<PAGE>
                                      -39-


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

                  (3) "or" is not exclusive;

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

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

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

SECTION 1.04.     Designated Senior Debt.

                  For purposes of the indenture that governs the Senior
Subordinated Notes, the Securities shall constitute Designated Senior Debt (as
such term is defined in such indenture).

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Form and Dating.

                  The Series A Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A annexed
hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Series B Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit B annexed
hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements (including
notations relating to any Subsidiary Guarantees, stock exchange rule or usage).
The Company and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement (including notations relating to any Subsidiary
Guarantees) on them any such approval to be evidenced by the execution or
authentication thereof. Each Security shall be dated the date of its issuance
and shall be authenticated by the Trustee.

                  Securities offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent Global Securities in
registered form, substantially in the form set forth in Exhibit A, deposited
with the Trustee, as custodian for the Depository, and shall bear the legend set
forth in Exhibit C. The aggregate principal amount of any Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depository, as hereinafter provided.


<PAGE>
                                      -40-


                  Securities offered and sold in offshore transactions in
reliance on Regulation S shall be issued in the form of certificated Securities
in registered form in substantially the form set forth in Exhibit A (the
"Offshore Physical Securities"). Securities offered and sold in reliance on any
other exemption from registration under the Securities Act other than as
described in the preceding paragraph shall be issued, and Securities offered and
sold in reliance on Rule 144A may be issued, in the form of certificated
Securities in registered form in substantially the form set forth in Exhibit A
(the "U.S. Physical Securities"). The Offshore Physical Securities and the U.S.
Physical Securities are sometimes collectively herein referred to as the
"Physical Securities."

SECTION 2.02.     Execution and Authentication.

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

                  If an Officer or a secretary, treasurer, controller or an
assistant secretary of the Company whose signature is on a Security was an
Officer or a Secretary or an Assistant Secretary of the Company at the time of
such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless. Each
Guarantor shall execute its Subsidiary Guarantee in the manner set forth in
Section 10.07.

                  A Security shall not be valid until an authorized signatory of
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
on the Issue Date in the aggregate principal amount of $350,000,000 upon a
written order of the Company in the form of an Officers' Certificate. Each such
Officers' Certificate shall specify the amount of Securities to be
authenticated, the series of Securities and the date on which the Securities are
to be authenticated. Except as provided in Section 2.07, additional Securities
may be issued only in compliance with Section 4.03 and, in the case of any such
additional Securities, such Officers' Certificate shall certify that (i) such
issuance is not prohibited under Section 4.03 of this Indenture, and (ii) the
principal amount of Securities secured by each Second Priority Mortgage then in
effect will be equal to or greater than the principal amount of Securities
outstanding after giving effect to such issuance. Any additional Securities
shall be part of the same issue as the Securities being issued on the Issue Date
and will vote on all matters as one class with the Securities being issued on
the Issue Date, including, without limitation, waivers, amendments, redemptions,
Change of Control Offers and Net Proceeds Offers. Upon receipt of a written
order of the Company in the form of an Officers' Certificate, the Trustee


<PAGE>
                                      -41-


shall authenticate Securities in substitution for Securities originally issued
to reflect any name change of the Company.

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

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

SECTION 2.03.     Registrar and Paying Agent.

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York, (the "New York Presenting Agent") where (a)
Securities may be presented or surrendered in New York City for registration of
transfer or for exchange, (b) Securities may be presented or surrendered for
payment in New York City and (c) notices and demands upon the Company in respect
of the Securities and this Indenture may be served in New York City. The Trustee
shall initially act as Registrar ("Registrar") and Paying Agent ("Paying Agent")
for the Securities. The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company, upon written notice to the Trustee,
may have one or more co-Registrars and one or more additional Paying Agents
reasonably acceptable to the Trustee. The term "Paying Agent" includes any
additional Paying Agent. The Company initially appoints the Trustee as
Registrar, Paying Agent and New York Presenting Agent until such time as the
Trustee has resigned or a successor has been appointed. Notices and demands upon
the Company in respect of the Securities and this Indenture may be served at the
Corporate Trust Department of the Trustee or at the Trustee's office in The City
of New York located as of the date hereof at One Penn Plaza, Suite 1414, New
York, New York 10119. Neither the Company nor any Affiliate of the Company may
act as Paying Agent except as otherwise expressly provided in the form of the
Security.

SECTION 2.04.     Paying Agent To Hold Assets in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, premium, if any, or interest on the Securities, and
shall notify the Trustee in writing of any Default by the Company in making any
such payment. The Company at any time may require a Paying Agent to distribute
all assets held by it to the Trustee and account for any assets disbursed and
the Trustee may at any time, but shall be under no obligation to, during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all


<PAGE>
                                      -42-


assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.

SECTION 2.05.     Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee before each Record Date and at such other times as the
Trustee may request in writing a list as of such date and in such form as the
Trustee may reasonably require of the names and addresses of Holders, which list
may be conclusively relied upon by the Trustee.

SECTION 2.06.     Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar or a co-Registrar (through the New
York Presenting Agent or otherwise) with a request to register the transfer of
such Securities or to exchange such Securities for an equal principal amount of
Securities of other authorized denominations of the same series, the Registrar
or co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the
Securities surrendered for transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing. To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's or co-Registrar's written request. No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or other governmental charge payable upon exchanges or transfers
pursuant to Section 2.02, 2.10, 3.06, 3.07, 4.12, 4.21 or 9.05). The Registrar
or co-Registrar shall not be required to register the transfer of or exchange of
any Security (i) during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of such mailing and (ii) selected for redemption in
whole or in part pursuant to Article Three, except the unredeemed portion of any
Security being redeemed in part.

                  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
Depository (or its agent), and that ownership of a beneficial interest in a
Global Security shall be required to be reflected in a book entry system.

<PAGE>
                                      -43-


SECTION 2.07.     Replacement Securities.

                  If a mutilated Security is surrendered to the Registrar or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate
upon written notice from the Company a replacement Security if the Trustee's
requirements are met. If required by the Trustee or the Company, such Holder
must provide an indemnity bond or other indemnity, sufficient in the judgment of
both the Company and the Trustee, to protect the Company, the Trustee and any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company and the Trustee may charge such Holder for their respective reasonable
out-of-pocket expenses in replacing a Security, including reasonable fees and
expenses of counsel. Every replacement Security is an additional obligation of
the Company.

SECTION 2.08.     Outstanding Securities.

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

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

                  If on a Redemption Date or the Final Maturity Date the Paying
Agent holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay
all of the principal and interest due on the Securities payable on that date,
then on and after that date such Securities cease to be outstanding and interest
on them ceases to accrue.

SECTION 2.09.     Treasury Securities.

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

                  The Trustee may require an Officers' Certificate listing
Securities owned by the Company, any Guarantor or any of their respective
Affiliates.

<PAGE>
                                      -44-


SECTION 2.10.     Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
receipt of a written order of the Company in the form of an Officers'
Certificate. The Officers' Certificate shall specify the amount of temporary
Securities to be authenticated and the date on which the temporary Securities
are to be authenticated. 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 the Trustee shall authenticate upon receipt of a written order
of the Company pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.     Cancellation.

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

SECTION 2.12.     Defaulted Interest.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay interest on overdue principal and on overdue
installments of interest (without grace periods) from time to time on demand at
the rate of 2% per annum in excess of the rate shown on the Security.

SECTION 2.13.     CUSIP Number.

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

<PAGE>
                                      -45-


SECTION 2.14.     Deposit of Moneys.

                  Prior to the close of business of the Paying Agent on the
Business Day next prior to each Interest Payment Date and the Final Maturity
Date, the Company shall deliver by wire transfer to the Paying Agent in
immediately available funds money sufficient to make cash payments due on such
Interest Payment Date or the Final Maturity Date, as the case may be, in a
timely manner which permits the Paying Agent to remit payment to the Holders on
such Interest Payment Date or the Final Maturity Date, as the case may be.

SECTION 2.15.     Book-Entry Provisions for Global Securities.

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

                  Members of, or participants in, the Depository
("Participants") 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 Participants, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b) Transfers of Global Securities 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 Securities may
be transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.16. In
addition, Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Securities if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor depositary is not appointed
by the Company within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Physical Securities.

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


<PAGE>
                                      -46-


                  (d) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(b) or (c) of this Section 2.15 shall, except as otherwise provided by Section
2.16, bear the Private Placement Legend.

                  (e) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

SECTION 2.16.     Registration of Transfers and Exchanges.

                  (a) Transfer and Exchange of Physical Securities. When
Physical Securities are presented to the Registrar with a request

                  (i) to register the transfer of the Physical Securities; or

                  (ii) to exchange such Physical Securities for an equal number
         of Physical Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
the requirements under this Indenture as set forth in this Section 2.16 for such
transactions are met; provided, however, that the Physical Securities presented
or surrendered for registration of transfer or exchange

                  (I) shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Registrar or
         co-Registrar, duly executed by the Holder thereof or his attorney duly
         authorized in writing and accompanied by reasonable assurance that each
         necessary endorsement or instrument is genuine and authorized; and

                  (II) in the case of Physical Securities the offer and sale of
         which have not been registered under the Securities Act, such Physical
         Securities shall be accompanied by an Opinion of Counsel addressed to
         the Registrar to the effect that such transfer and exchange is in
         compliance with applicable securities law and, in the sole discretion
         of the Company, by the following additional information and documents,
         as applicable:

                           (A) if such Physical Security is being delivered to
                  the Registrar by a holder for registration in the name of such
                  holder, without transfer, a certification from such holder to
                  that effect (in substantially the form of Exhibit D hereto);
                  or

<PAGE>
                                      -47-


                           (B) if such Physical Security is being transferred to
                  a Qualified Institutional Buyer in accordance with Rule 144A
                  under the Securities Act, a certification to that effect (in
                  substantially the form of Exhibit D hereto); or

                           (C) if such Physical Security is being transferred to
                  an Institutional Accredited Investor, delivery of a
                  certification to that effect (in substantially the form of
                  Exhibit D hereto) and a Transferee Certificate for
                  Institutional Accredited Investors in substantially the form
                  of Exhibit E hereto; or

                           (D) if such Physical Security is being transferred in
                  reliance on Regulation S, delivery of a certification to that
                  effect (in substantially the form of Exhibit D hereto) and a
                  Transferee Certificate for Regulation S Transfers in
                  substantially the form of Exhibit F hereto and an Opinion of
                  Counsel reasonably satisfactory to the Company to the effect
                  that such transfer is in compliance with the Securities Act;
                  or

                           (E) if such Physical Security is being transferred in
                  reliance on Rule 144 under the Securities Act, delivery of a
                  certification to that effect (in substantially the form of
                  Exhibit D hereto) and an Opinion of Counsel reasonably
                  satisfactory to the Company to the effect that such transfer
                  is in compliance with the Securities Act; or

                           (F) if such Physical Security is being transferred in
                  reliance on another exemption from the registration
                  requirements of the Securities Act, a certification to that
                  effect (in substantially the form of Exhibit D hereto) and an
                  Opinion of Counsel reasonably satisfactory to the Company to
                  the effect that such transfer is in compliance with the
                  Securities Act.

                  (b) Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security. A Physical Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Registrar
of a Physical Security, duly endorsed or accompanied by appropriate instruments
of transfer, in form satisfactory to the Registrar, together with

                  (A) a certification, in substantially the form of Exhibit D
         hereto, that such Physical Security is being transferred to a Qualified
         Institutional Buyer; and

                  (B) written instructions directing the Registrar to make, or
         to direct the Depository to make, an endorsement on the Global Security
         to reflect an increase in the aggregate amount of the Securities
         represented by the Global Security,

then the Registrar shall cancel such Physical Security and cause, or direct the
Depository to cause, in accordance with the standing instructions and procedures
existing between the


<PAGE>
                                      -48-


Depository and the Registrar, the number of Securities represented by the Global
Security to be increased accordingly. If no Global Security is then outstanding,
the Company shall issue and the Trustee shall upon written instructions from the
Company authenticate a new Global Security in the appropriate amount.

                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture (including
the restrictions on transfer set forth herein) and the procedures of the
Depository therefor.

                  (d) Transfer of a Beneficial Interest in a Global Security
for a Physical Security. (i) Any Person having a beneficial interest in a Global
Security may upon request exchange such beneficial interest for a Physical
Security. Upon receipt by the Registrar of written instructions or such other
form of instructions as is customary for the Depository from the Depository or
its nominee on behalf of any Person having a beneficial interest in a Global
Security and upon receipt by the Trustee of a written order or such other form
of instructions as is customary for the Depository or the Person designated by
the Depository as having such a beneficial interest containing registration
instructions and, in the case of any such transfer or exchange of a beneficial
interest in Securities the offer and sale of which have not been registered
under the Securities Act, an Opinion of Counsel addressed to the Registrar to
the effect that such transfer and exchange is in compliance with applicable
securities laws and the following additional information and documents:

                  (A) if such beneficial interest is being transferred to the
         Person designated by the Depository as being the beneficial owner, a
         certification from such Person to that effect (in substantially the
         form of Exhibit D hereto); or

                  (B) if such beneficial interest is being transferred to a
         Qualified Institutional Buyer in accordance with Rule 144A under the
         Securities Act, a certification to that effect (in substantially the
         form of Exhibit D hereto); or

                  (C) if such beneficial interest is being transferred to an
         Institutional Accredited Investor, delivery of a certification to that
         effect (in substantially the form of Exhibit D hereto) and a
         Certificate for Institutional Accredited Investors in substantially the
         form of Exhibit E hereto; or

                  (D) if such beneficial interest is being transferred in
         reliance on Regulation S, delivery of a certification to that effect
         (in substantially the form of Exhibit D hereto) and a Transferee
         Certificate for Regulation S Transfers in substantially the form of
         Exhibit F hereto and an Opinion of Counsel reasonably satisfactory to
         the Company to the effect that such transfer is in compliance with the
         Securities Act; or

<PAGE>
                                      -49-


                  (E) if such beneficial interest is being transferred in
         reliance on Rule 144 under the Securities Act, delivery of a
         certification to that effect (in substantially the form of Exhibit D
         hereto) and an Opinion of Counsel reasonably satisfactory to the
         Company to the effect that such transfer is in compliance with the
         Securities Act; or

                  (F) if such beneficial interest is being transferred in
         reliance on another exemption from the registration requirements of the
         Securities Act, a certification to that effect (in substantially the
         form of Exhibit D hereto) and an Opinion of Counsel reasonably
         satisfactory to the Company to the effect that such transfer is in
         compliance with the Securities Act,

then the Registrar will cause, in accordance with the standing instructions and
procedures existing between the Depository and the Registrar, the aggregate
amount of the Global Security to be reduced and, following such reduction, the
Company will execute and, upon receipt of an authentication order in the form of
an Officers' Certificate, the Trustee will authenticate and deliver to the
transferee a Physical Security.

                  (ii) Securities issued in exchange for a beneficial interest
in a Global Security pursuant to this Section 2.16(d) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Registrar in writing. The Registrar shall make such Physical
Securities available for delivery to the Persons in whose names such Physical
Securities are so registered.

                  (e) Restrictions on Transfer and Exchange of Global
Securities. Notwithstanding any other provisions of this Indenture, a Global
Security may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless, and the Trustee is hereby authorized to
deliver Securities without the Private Placement Legend if, (i) there is
delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (ii) such Security has been sold pursuant to
an effective registration statement under the Securities Act.

                  (g) General. By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of


<PAGE>
                                      -50-


such Security set forth in this Indenture and in the Private Placement Legend
and agrees that it will transfer such Security only as provided in this
Indenture.

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

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

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

                  If the Company elects to redeem Securities pursuant to
Paragraph 5 or Paragraph 6 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Redemption Price and the principal amount of
Securities to be redeemed. The Company shall give notice of redemption to the
Trustee at least 45 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be agreed to by the Trustee in writing), together
with an Officers' Certificate stating that such redemption will comply with the
conditions contained herein.

SECTION 3.02.     Selection of Securities To Be Redeemed.

                  If fewer than all of the Securities are to be redeemed at any
time, the Trustee shall select the Securities to be redeemed in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities are listed or, if the Securities are not then listed on a
national securities exchange, on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate; provided, however, that if the
Securities are redeemed pursuant to Paragraph 6 of the Securities, the
Securities shall be redeemed solely on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to the procedures of the Depository)
unless the securities exchange, if any, on which the Securities are listed
requires a different method. If the Securities are listed on any national
securities exchange, the


<PAGE>
                                      -51-


Company shall notify the Trustee in writing of the requirements of such exchange
in respect of any redemption. The Trustee shall make the selection from the
Securities outstanding and not previously called for redemption and shall
promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed. The Trustee may select for redemption portions
(equal to $1,000 or any integral multiple thereof) of the principal of
Securities that have denominations larger than $1,000. 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 or cause to be mailed a notice of redemption by
first-class mail, postage prepaid, to each Holder whose Securities are to be
redeemed. At the Company's written request delivered at least 15 days prior to
the proposed date of such mailing (unless a shorter notice shall be acceptable
to the Trustee), the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. Each notice for redemption shall
identify the Securities to be redeemed (including CUSIP numbers, if any) and
shall state

                  (1) the Redemption Date;

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

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

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

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

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

                  (7) if fewer than all the Securities are to be redeemed, the
         identification of the particular Securities (or portion thereof) to be
         redeemed, as well as the aggregate


<PAGE>
                                      -52-


         principal amount of Securities to be redeemed and the aggregate
         principal amount of Securities to be outstanding after such partial
         redemption; and

                  (8) the paragraph of the Securities pursuant to which the
         Securities are to be redeemed.

SECTION 3.04.     Effect of Notice of Redemption.

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

SECTION 3.05.     Deposit of Redemption Price.

                  Prior to 11:00 a.m. New York City time on the Redemption Date,
the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to
pay the Redemption Price plus accrued interest, if any, of all Securities to be
redeemed on that date.

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

SECTION 3.06.     Securities Redeemed in Part.

                  Upon surrender of a Security that is to be redeemed in part,
the Trustee shall authenticate for the Holder a new Security or Securities 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 the
Securities in the manner provided in the Securities. An installment of principal
of or interest on the Securities shall be considered paid on the date it is due
if the Trustee or Paying Agent holds on that date U.S. Legal Tender designated
for and sufficient to pay the installment.


<PAGE>
                                      -53-


                  The Company shall pay, to the extent such payments are lawful,
interest on overdue principal and it shall pay interest on overdue installments
of interest (without regard to any applicable grace periods) from time to time
on demand at the rate borne by the Securities plus 2% per annum. Interest will
be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 4.02.     Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, the office or agency required under Section 2.03. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.02. The Company hereby initially designates the Trustee's office located at
One Penn Plaza, Suite 1414, New York, New York 10119 as its office or agency in
the Borough of Manhattan, The City of New York.

SECTION 4.03.     Limitation on Incurrence of Additional Indebtedness.

                  The Company will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee, acquire, become liable, contingently or otherwise, with
respect to, or otherwise become responsible for payment of (collectively,
"incur") any Indebtedness (other than Permitted Indebtedness); provided,
however, that if no Default or Event of Default shall have occurred and be
continuing at the time of or as a consequence of the incurrence of any such
Indebtedness:

                  (a) the Company, any Guarantor, any Finance Subsidiary that is
         a Domestic Restricted Subsidiary and any Accounts Receivable Entity
         that is a Domestic Restricted Subsidiary may incur Indebtedness
         (including, without limitation, Acquired Indebtedness) if on the date
         of the incurrence of such Indebtedness, after giving effect to the
         incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the
         Company would be greater than 2.25 to 1.0; and

                  (b) any Restricted Subsidiary that is not a Guarantor (and is
         not a Finance Subsidiary or an Accounts Receivable Entity that is a
         Domestic Restricted Subsidiary) may incur Indebtedness (including,
         without limitation, Acquired Indebtedness) if, on the date of the
         incurrence of such Indebtedness, after giving effect to the incurrence
         thereof,

                           (i) the Consolidated Fixed Charge Coverage Ratio of
                  the Company would be greater than 2.25 to 1.0; and


<PAGE>
                                      -54-


                           (ii) if the agreements governing such Indebtedness
                  contain an encumbrance or restriction on the ability of the
                  applicable Restricted Subsidiary that is not a Guarantor (and
                  is not a Finance Subsidiary or an Accounts Receivable Entity
                  that is a Domestic Restricted Subsidiary) to pay dividends or
                  make distributions on or in respect of its Capital Stock, the
                  Combined Fixed Charge Coverage Ratio of the Restricted
                  Subsidiaries that are not Guarantors would be greater than 2.5
                  to 1.0.

                  Notwithstanding the foregoing, the Company will not incur any
Permitted Indebtedness if the proceeds thereof are used, directly or indirectly,
to refinance any Subordinated Indebtedness unless such Permitted Indebtedness is
Refinancing Indebtedness.

                  No Indebtedness incurred pursuant to the Consolidated Fixed
Charge Coverage Ratio test of the preceding paragraph (including, without
limitation, Indebtedness under the Credit Agreement) shall reduce the amount of
Indebtedness which may be incurred pursuant to any clause of the definition of
Permitted Indebtedness (including, without limitation, Indebtedness under the
Credit Agreement pursuant to clause (2) of the definition of Permitted
Indebtedness).

                  Indebtedness of a Person existing at the time such Person
becomes a Restricted Subsidiary or which is secured by a Lien on an asset
acquired by the Company or a Restricted Subsidiary (whether or not such
Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the
time the Person becomes a Restricted Subsidiary or at the time of the asset
acquisition, as the case may be.

                  The Company and the Guarantors will not incur or suffer to
exist any Indebtedness that is subordinated in right of payment to any other
Indebtedness of the Company or the Guarantors unless such Indebtedness is at
least equally subordinated in right of payment to the Securities and any
Subsidiary Guarantee.

SECTION 4.04.     Limitation on Restricted Payments.

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

                  (a) declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of its Capital Stock
         to holders of such Capital Stock (including by means of a Person
         (including an Unrestricted Subsidiary) making such a payment with the
         proceeds of an Investment made by the Company or any Restricted
         Subsidiary);

                  (b) purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company or any warrants, rights or options to
         purchase or acquire shares


<PAGE>
                                      -55-


         of any class of such Capital Stock (including by means of a Person
         (including an Unrestricted Subsidiary) making such a payment with the
         proceeds of an Investment made by the Company or any Restricted
         Subsidiary);

                  (c) make any principal payment on, or purchase, redeem,
         defease, retire or otherwise acquire for value, prior to any scheduled
         principal payment, sinking fund or maturity, any Subordinated
         Indebtedness (other than the principal payment on, or the purchase,
         redemption, defeasance, retirement or other acquisition for value of,
         Subordinated Indebtedness made in satisfaction of or anticipation of
         satisfying a sinking fund obligation, principal installment or final
         maturity within one year of the due date of such obligation,
         installment or final maturity); or

                  (d) make any Investment (other than Permitted Investments);

(each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being
referred to as a "Restricted Payment"), if at the time of such Restricted
Payment or immediately after giving effect thereto:

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

                  (2) the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.03; or

                  (3) the aggregate amount of Restricted Payments (including
         such proposed Restricted Payment) made after March 31, 2003 (the amount
         expended for such purpose, if other than in cash, being the Fair Market
         Value of such property as determined reasonably and in good faith by
         the Board of Directors of the Company) shall exceed the sum of:

                           (v) $30.0 million; plus

                           (w) 50% of the cumulative Consolidated Net Income (or
                  if cumulative Consolidated Net Income shall be a loss, minus
                  100% of such loss) of the Company earned during the period
                  beginning on the first day of the fiscal quarter commencing on
                  April 1, 2003 and through the end of the most recent fiscal
                  quarter for which financial statements are available prior to
                  the date such Restricted Payment occurs (the "Reference Date")
                  (treating such period as a single accounting period); plus

                           (x) 100% of the Fair Market Value of the net proceeds
                  received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  subsequent to March 31, 2003 and on or prior to the Reference
                  Date of Qualified Capital Stock of the Company (excluding any
                  net



<PAGE>
                                      -56-


                  proceeds from an Equity Offering to the extent used to redeem
                  Securities pursuant to the provisions of paragraph 6 of the
                  Securities) or from the issuance of Indebtedness of the
                  Company that has been converted into or exchanged for
                  Qualified Capital Stock of the Company subsequent to the Issue
                  Date and on or prior to the Reference Date; plus

                           (y) without duplication of any amounts included in
                  clause (3)(x) above, 100% of the Fair Market Value of the net
                  proceeds of any contribution to the common equity capital of
                  the Company received by the Company from a holder of the
                  Company's Capital Stock (excluding any net proceeds from an
                  Equity Offering to the extent used to redeem the Securities
                  pursuant to the provisions of paragraph 6 of the Securities)
                  subsequent to March 31, 2003; plus

                           (z) an amount equal to the lesser of (A) the sum of
                  the Fair Market Value of the Capital Stock of an Unrestricted
                  Subsidiary owned by the Company and/or the Restricted
                  Subsidiaries and the aggregate amount of all Indebtedness of
                  such Unrestricted Subsidiary owed to the Company and each
                  Restricted Subsidiary on the date of Revocation of such
                  Unrestricted Subsidiary as an Unrestricted Subsidiary in
                  accordance with Section 4.20 or (B) the Designation Amount
                  with respect to such Unrestricted Subsidiary on the date of
                  the Designation of such Subsidiary as an Unrestricted
                  Subsidiary in accordance with Section 4.20.

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

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

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

                  (III) so long as no Default or Event of Default shall have
         occurred and be continuing, repurchases of Capital Stock (or rights or
         options therefor) of the Company from officers, directors, employees or
         consultants pursuant to equity ownership or compensation plans or
         stockholders agreements not to exceed $15.0 million in the aggregate
         subsequent to March 31, 2003;

<PAGE>
                                      -57-


                  (IV) dividends and distributions paid on Common Stock of a
         Restricted Subsidiary on a pro rata basis;

                  (V) any purchase or redemption of Indebtedness that ranks
         subordinate and junior in right of payment to the Securities utilizing
         any Net Cash Proceeds remaining after the Company has complied with the
         requirements of Sections 4.12 and 4.21;

                  (VI) any purchase, redemption, defeasance, retirement, payment
         or prepayment of principal of Subordinated Indebtedness either (i)
         solely in exchange for shares of Qualified Capital Stock of the Company
         or (ii) through the application of net proceeds of a substantially
         concurrent sale for cash (other than to a Subsidiary of the Company) of
         shares of Qualified Capital Stock of the Company or Refinancing
         Indebtedness; and

                  (VII) an Investment with the net proceeds of a substantially
         concurrent sale for cash (other than to a Subsidiary of the Company) of
         shares of Qualified Capital Stock of the Company.

                  In determining the aggregate amount of Restricted Payments
made subsequent to March 31, 2003 in accordance with clause (3) of the first
paragraph of this Section 4.04, amounts expended pursuant to clauses (I), (II)
and (III), (VI)(ii)(a) and (VII) shall be included in such calculation.

                  Not later than the date the Company is required to file its
financial statements with the Commission (without giving effect to any
extensions thereof) with respect to any fiscal quarter during which any
Restricted Payment was made (which, in the case of the Company's fourth fiscal
quarter of any fiscal year, shall be the date on which the Company is required
to file its annual financial statements for that fiscal year), the Company will
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment complies with this Indenture and setting forth in reasonable detail the
basis upon which the required calculations were computed, which calculations may
be based upon the Company's latest available internal quarterly financial
statements.

SECTION 4.05.     Corporate Existence.

                  Except as otherwise permitted by Article Five, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each of the Restricted Subsidiaries in accordance with the
respective organizational documents of each Restricted Subsidiary and the rights
(charter and statutory) and material franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right or franchise, or the corporate existence of
any Restricted Subsidiary, if the Board of Directors of the Company shall
determine that the preservation thereof is no longer


<PAGE>
                                      -58-


desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not, and will not
be, adverse in any material respect to the Holders.

SECTION 4.06.     Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon it or any of the
Restricted Subsidiaries or upon the income, profits or property of it or any of
the Restricted Subsidiaries and (ii) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability or Lien upon the property of it or any of the Restricted Subsidiaries;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which appropriate provision has been made.

SECTION 4.07.     Maintenance of Properties and Insurance.

                  (a) The Company shall cause all material properties owned by
or leased by it or any of the Restricted Subsidiaries used in the conduct of its
business or the business of any of the Restricted Subsidiaries to be improved or
maintained and kept in normal condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 4.07
shall prevent the Company or any of the Restricted Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Board of Directors of the Company or of the Board of Directors of any
Restricted Subsidiary, or of an officer (or other agent employed by the Company
or of any of the Restricted Subsidiaries) of the Company or any of its
Restricted Subsidiaries having managerial responsibility for any such property,
desirable in the conduct of the business of the Company or any Restricted
Subsidiary, and if such discontinuance or disposal is not adverse in any
material respect to the Holders.

                  (b) The Company shall maintain, and shall cause the Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, workers' compensation and
interruption of business insurance.

<PAGE>
                                      -59-


SECTION 4.08.     Compliance Certificate; Notice of Default.

                  (a) The Company shall deliver to the Trustee, within 100 days
after the close of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company has been made under the supervision of
the signing officers with a view to determining whether it has kept, observed,
performed and fulfilled its obligations under this Indenture, the Security
Documents and the Intercreditor Agreement and further stating, as to each such
Officer, Secretary or Controller of the Company signing such certificate, that
to the best of his knowledge the Company during such preceding fiscal year has
kept, observed, performed and fulfilled each and every such covenant and no
Default or Event of Default occurred during such year and at the date of such
certificate no Default or Event of Default has occurred and is continuing or, if
such signers do know of such Default or Event of Default, the certificate shall
describe its status with particularity. The Officers' Certificate shall also
notify the Trustee should the Company elect to change the manner in which it
fixes its fiscal year end.

                  (b) The annual financial statements delivered pursuant to
Section 4.10 shall be accompanied by a written report of the Company's
independent accountants (who shall be a firm of established national reputation)
that in conducting their audit of such financial statements nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four, Five or Six of this Indenture insofar as they
relate to accounting matters or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

                  (c) The Company shall deliver to the Trustee, within ten days
after becoming aware of any Default or Event of Default in the performance of
any covenant, agreement or condition contained in this Indenture, an Officers'
Certificate specifying the Default or Event of Default and describing its status
with particularity. Upon the written request of the Trustee (which may be given
at any time and from time to time), the Company shall promptly provide written
notice to the Trustee confirming that no Default or Event of Default has
occurred or is continuing, or if a Default or Event of Default has occurred or
is continuing, written notice briefly describing such Default or Event of
Default.

SECTION 4.09.     Compliance with Laws.

                  The Company shall comply, and shall cause each of the
Restricted Subsidiaries to comply, with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental department, commission,
board, regulatory authority, bureau, agency and instrumentality of the
foregoing, in respect of the conduct of their respective businesses and the
ownership of their respective properties, except for such noncompliances as
would not in the aggregate have a material


<PAGE>
                                      -60-


adverse effect on the financial condition or results of operations of the
Company and the Restricted Subsidiaries taken as a whole.

SECTION 4.10.     Reports to Holders.

                  (a) Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent
permitted by the Exchange Act, the Company will file with the Commission, and
provide to the Trustee and the Holders of the Securities, the annual reports and
the information, documents and other reports (or copies of such portions of any
of the foregoing as the Commission may by rules and regulations prescribe) that
are specified in Sections 13 and 15(d) of the Exchange Act within the time
periods required; provided, however, that availability of the foregoing
materials on the Commission's EDGAR service shall be deemed to satisfy the
Company's delivery obligations hereunder. In the event that the Company is not
permitted to file such reports, documents and information with the Commission
pursuant to the Exchange Act, the Company will nevertheless provide such
Exchange Act information to the Trustee and the Holders of the Securities as if
the Company were subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act within the time periods required by law.

                  (b) If the Company has designated any of its Subsidiaries as
an Unrestricted Subsidiary, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
to the financial statements, and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," of the financial condition and
results of operations of the Company and the Restricted Subsidiaries.

                  (c) In addition, the Company has agreed that, for so long as
any Securities remain outstanding, it will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

                  Delivery of such reports, information and documents to the
Trustee pursuant to this Section 4.10 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 4.11.     Waiver of Stay, Extension or Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive the Company from
paying all or any portion of the principal of and/or interest on the


<PAGE>
                                      -61-


Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

SECTION 4.12.     Limitation on Asset Sales.

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

                  (1) the Company or the applicable Restricted Subsidiary, as
         the case may be, receives consideration at the time of such Asset Sale
         at least equal to the Fair Market Value of the assets sold or otherwise
         disposed of;

                  (2) at least 75% of the consideration received by the Company
         or the Restricted Subsidiary, as the case may be, from such Asset Sale
         shall be in the form of cash or Cash Equivalents and is received at the
         time of such disposition; and

                  (3) upon the consummation of an Asset Sale, the Company shall
         apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds relating to such Asset Sale within 365 days after receipt
         thereof either (A) to repay any Applicable Indebtedness and, in the
         case of any such Applicable Indebtedness under any revolving credit
         facility, effect a permanent reduction in the availability under such
         revolving credit facility (or effect a permanent reduction in
         availability under such revolving credit facility, regardless of the
         fact that no prepayment is required), (B) to acquire Replacement Assets
         (which, if Collateral will be made subject to the Liens of the
         applicable Security Documents), or (C) a combination of prepayment and
         investment permitted by the foregoing clauses (3)(A) and (3)(B).

Pending the final application of the Net Cash Proceeds, the Company and the
Restricted Subsidiaries may temporarily reduce Pari Passu Indebtedness (or, in
the case of an Asset Sale by a Restricted Subsidiary, Indebtedness of a
Restricted Subsidiary) or otherwise invest such Net Cash Proceeds in any manner
not prohibited by this Indenture.

                  On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(A), (3)(B) and (3)(C) of the preceding paragraph (each, a
"Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds
which have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(A), (3)(B) and (3)(C) of the preceding paragraph (each
a "Net Proceeds Offer Amount") shall be applied by the Company to make an offer
to


<PAGE>
                                      -62-


purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment
Date") not less than 30 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that
principal amount of Securities equal to the Net Proceeds Offer Amount at a price
equal to 100% of the principal amount of the Securities to be purchased, plus
accrued and unpaid interest, if any, thereon to the date of purchase; provided,
however, that if the Company elects (or is required by the terms of any
Applicable Pari Passu Indebtedness), such Net Proceeds Offer may be made ratably
to purchase the Securities and such Applicable Pari Passu Indebtedness.

                  If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary, as the case may be, in connection with any
Asset Sale is converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration) or Cash
Equivalents, then such conversion or disposition shall be deemed to constitute
an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in
accordance with this Section 4.12.

                  The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $35.0
million resulting from one or more Asset Sales or deemed Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $35.0 million, shall be applied as required pursuant to this
paragraph). The first such date the aggregate unutilized Net Proceeds Offer
Amount is equal to or in excess of $35.0 million shall be treated for this
purpose as the Net Proceeds Offer Trigger Date.

                  In the event of the transfer of substantially all (but not
all) of the property and assets of the Company and the Restricted Subsidiaries
after the Issue Date as an entirety to a Person in a transaction permitted under
Section 5.01, the successor corporation shall be deemed to have sold the
properties and assets of the Company and the Restricted Subsidiaries not so
transferred for purposes of this Section 4.12, and shall comply with the
provisions of this Section 4.12 with respect to such deemed sale as if it were
an Asset Sale. In addition, the Fair Market Value of such properties and assets
of the Company or the Restricted Subsidiaries deemed to be sold shall be deemed
to be Net Cash Proceeds for purposes of this Section 4.12.

                  Each Net Proceeds Offer will be mailed or caused to be mailed,
by first class mail, by the Company within 30 days following the Net Proceeds
Offer Trigger Date to all record Holders as shown on the register of Holders,
with a copy to the Trustee. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the
Net Proceeds Offer and shall state the following terms:

                  (1) that the Net Proceeds Offer is being made pursuant to this
         Section 4.12 and that the Holders may elect to tender their Securities
         in whole or in part in integral multiples of $1,000 in exchange for
         cash; provided, however, that if the aggregate principal amount of
         Securities properly tendered in a Net Proceeds Offer exceeds the


<PAGE>
                                      -63-


         Net Proceeds Offer Amount, Securities of tendering Holders will be
         purchased on a pro rata basis (based on amounts tendered);

                  (2) the purchase price (including the amount of accrued
         interest, if any) and the Net Proceeds Offer Payment Date (which shall
         be at least 20 Business Days from the date of mailing of notice of such
         Net Proceeds Offer, or such longer period as required by law);

                  (3) that any Security not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in making payment
         therefor, any Security accepted for payment pursuant to the Net
         Proceeds Offer shall cease to accrue interest after the Net Proceeds
         Offer Payment Date;

                  (5) that Holders electing to have a Security purchased
         pursuant to a Net Proceeds Offer will be required to surrender the
         Security, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Security completed, to the Paying Agent at the
         address specified in the notice prior to the close of business on the
         Net Proceeds Offer Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the Business Day prior to
         the Net Proceeds Offer Payment Date, a facsimile transmission or letter
         setting forth the name of the Holder, the principal amount of the
         Security the Holder delivered for purchase and a statement that such
         Holder is withdrawing his election to have such Security purchased; and

                  (7) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered.

                  On or before the Net Proceeds Offer Payment Date, the Company
shall (i) accept for payment Securities or portions thereof tendered pursuant to
the Net Proceeds Offer which are to be purchased in accordance with item (1)
above, (ii) deposit with the Paying Agent in accordance with Section 2.14 U.S.
Legal Tender sufficient to pay the purchase price plus accrued interest, if any,
of all Securities to be purchased and (iii) deliver to the Trustee Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to the Holders of Securities so accepted payment in an amount equal to the
purchase price plus accrued interest, if any. For purposes of this Section 4.12,
the Trustee shall act as the Paying Agent.

                  To the extent that the aggregate amount of the notes tendered
pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the
Company may use such excess Net Proceeds Offer Amount for general corporate
purposes or for any other purposes not


<PAGE>
                                      -64-


prohibited by this Indenture. Upon completion of any such Net Proceeds Offer,
the Net Proceeds Offer Amount shall be reset to zero.

                  The Company will comply with all tender offer rules under
state and federal securities laws and regulations, including, but not limited
to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the
extent applicable to such offer. To the extent that the provisions of any
securities laws or regulations conflict with the foregoing "Asset Sale"
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the foregoing provisions of this Indenture by virtue thereof.

SECTION 4.13.     Limitation on Dividend and Other Payment Restrictions
                  Affecting Restricted Subsidiaries.

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

                  (a) pay dividends or make any other distributions on or in
         respect of its Capital Stock (it being understood that the priority of
         any preferred stock in receiving dividends or liquidating distributions
         prior to dividends or liquidating distributions being paid on common
         stock shall not be deemed a restriction on the ability to make
         distributions on Capital Stock);

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

                  (c) transfer any of its property or assets to the Company or
         any other Restricted Subsidiary;

except for such encumbrances or restrictions existing under or by reasons of:

                  (1) applicable law;

                  (2) this Indenture and/or the Security Documents;

                  (3) the Credit Agreement and/or the documentation for the
         First Priority Liens;

                  (4) customary non-assignment provisions of any contract or any
         lease governing a leasehold interest of any Restricted Subsidiary;


<PAGE>
                                      -65-


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

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

                  (7) any other agreement entered into after the Issue Date
         which contains encumbrances and restrictions which are not materially
         more restrictive with respect to any Restricted Subsidiary than those
         in effect with respect to such Restricted Subsidiary pursuant to
         agreements as in effect on the Issue Date;

                  (8) any instrument governing Indebtedness of a Foreign
         Restricted Subsidiary;

                  (9) customary restrictions on the transfer of any property or
         assets arising under a security agreement governing a Lien permitted
         under this Indenture;

                  (10) secured Indebtedness otherwise permitted to be incurred
         pursuant to Section 4.03 and Section 4.15 that limit the right of the
         debtor to dispose of the assets securing such Indebtedness;

                  (11) any agreement governing Refinancing Indebtedness incurred
         to Refinance the Indebtedness issued, assumed or incurred pursuant to
         an agreement referred to in clause (2), (5), (6) or (8) above;
         provided, however, that the provisions relating to such encumbrance or
         restriction contained in any such Refinancing Indebtedness are not
         materially more restrictive than the provisions relating to such
         encumbrance or restriction contained in agreements referred to in such
         clause (2), (5), (6) or (8);

                  (12) any agreement governing the sale or disposition of any
         Restricted Subsidiary which restricts dividends and distributions
         pending such sale or disposition;

                  (13) any agreement, instrument or Lien placing encumbrances or
         restrictions applicable only to a Finance Subsidiary or an Accounts
         Receivable Entity; or

                  (14) any agreement governing Indebtedness permitted to be
         incurred pursuant to Section 4.03; provided that the provisions
         relating to such encumbrance or restriction contained in such
         Indebtedness, taken as a whole, are not materially more restrictive
         than the provisions contained in the Credit Agreement or in the
         Indenture as in effect on the Issue Date.


<PAGE>
                                      -66-


SECTION 4.14.     Limitation on Issuances of Capital Stock of Restricted
                  Subsidiaries.

                  The Company will not permit any of the Restricted Subsidiaries
(other than a Finance Subsidiary or an Accounts Receivable Entity) to issue any
Preferred Stock (other than to the Company or to a Restricted Subsidiary) or
permit any Person (other than the Company or a Restricted Subsidiary) to own any
Preferred Stock of any Restricted Subsidiary (other than a Finance Subsidiary or
an Accounts Receivable Entity). The Company will not, and will not permit any
Restricted Subsidiary to, issue, sell, transfer or dispose of any Capital Stock
of any Restricted Subsidiary (other than a Finance Subsidiary or an Accounts
Receivable Entity) that is not a Guarantor (other than the granting of Liens
permitted by Section 4.15) unless such issuance, sale, transfer or disposition
results in the issuer of such Capital Stock no longer being a Restricted
Subsidiary.

SECTION 4.15.     Limitation on Liens.

                  The Company will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of the Restricted Subsidiaries, whether now owned
or hereafter acquired, or any proceeds therefrom, or assign or otherwise convey
any right to receive income or profits therefrom unless:

                  (1) in the case of Liens securing Indebtedness that is
         expressly subordinate or junior in right of payment to the Securities
         or a Subsidiary Guarantee, the Securities or such Subsidiary Guarantee
         is secured by a Lien on such property, assets or proceeds that is
         senior in priority to such Liens; and

                  (2) in all other cases, the Securities are equally and ratably
         secured, except for:

                           (A) Liens existing as of the Issue Date to the extent
                  and in the manner such Liens are in effect on the Issue Date,
                  other than First Priority Liens;

                           (B) Liens securing Indebtedness permitted to be
                  incurred pursuant to clause (2) or (11) of the definition of
                  "Permitted Indebtedness" and all other Obligations relating
                  thereto;

                           (C) Liens securing the Securities and any Subsidiary
                  Guarantee;

                           (D) Liens in favor of the Company or any Guarantor;

                           (E) Liens securing Refinancing Indebtedness which is
                  incurred to Refinance any Indebtedness (including, without
                  limitation, Acquired Indebtedness)


<PAGE>
                                      -67-


                  which has been secured by a Lien permitted under this
                  Indenture and which has been incurred in accordance with the
                  provisions of this Indenture; provided, however, that such
                  Liens:

                                    (I) are no less favorable to holders of the
                           Securities and are not more favorable to the
                           lienholders with respect to such Liens than the Liens
                           in respect of the Indebtedness being Refinanced;

                                    (II) do not extend to or cover any property
                           or assets of the Company or any of its Restricted
                           Subsidiaries not securing the Indebtedness so
                           Refinanced; and

                                    (III) do not grant a First Priority Lien on
                           any property unless the Indebtedness refinanced had
                           the benefit of a First Priority Lien on such
                           property; and

                           (F) Permitted Liens.

                  If the Company or any Restricted Subsidiary shall, directly or
indirectly, create, incur, assume or suffer to exist any Lien (other than a
Permitted Lien and a First Priority Lien permitted by this Indenture) on any
Excluded Collateral, the Company or such Restricted Subsidiary shall equally and
ratably secure the Obligations of the Company in respect of this Indenture and
the Securities; provided, however, that the Company and the Restricted
Subsidiaries may incur up to $50.0 million aggregate principal or stated amount
of Indebtedness outstanding at any one time secured by Excluded Collateral as to
which it would otherwise have had to equally and ratably secure the obligations
of the Company in respect of this Indenture and the Securities without doing so.

SECTION 4.16.     [Reserved.]

SECTION 4.17.     Limitation on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any of the
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each, an "Affiliate Transaction"), other than:

                  (x) Affiliate Transactions permitted under paragraph (b)
         below; and

                  (y) Affiliate Transactions on terms that are not materially
         less favorable than those that would have reasonably been expected in a
         comparable transaction at


<PAGE>
                                      -68-


         such time on an arm's-length basis from a Person that is not an
         Affiliate of the Company or such Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a Fair Market Value in excess of $10.0
million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, such approval to be evidenced by a
Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary enters into an Affiliate Transaction (or series of related
Affiliate Transactions related to a common plan) on or after the Issue Date that
involves an aggregate Fair Market Value of more than $50.0 million, the Company
or such Restricted Subsidiary, as the case may be, shall, prior to the
consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.

                  (b) The restrictions set forth in paragraph (a) above shall
not apply to

                  (1) employment, consulting and compensation arrangements and
         agreements of the Company or any Restricted Subsidiary consistent with
         past practice or approved by a majority of the disinterested members of
         the Board of Directors (or a committee comprised of disinterested
         directors);

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

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

                  (4) Restricted Payments, Permitted Investments or Permitted
         Liens permitted by this Indenture.

SECTION 4.18.     Issuance of Subsidiary Guarantees.

                  If, on or after the Issue Date, the Company forms or acquires
any Domestic Restricted Subsidiary (other than (w) an Acquired Subsidiary for so
long as it is not a Wholly Owned Domestic Restricted Subsidiary, (x) a Finance
Subsidiary, (y) an Accounts Receivable Entity or (z) an Immaterial Domestic
Subsidiary) that incurs any Indebtedness (other than Indebtedness owing to the
Company or a Restricted Subsidiary), or if, on or after the Issue Date,


<PAGE>
                                      -69-


any Restricted Subsidiary that is not a Guarantor guarantees (a "Guarantee") any
Indebtedness of the Company or a Guarantor (other than Indebtedness owing to the
Company or a Restricted Subsidiary) ("Guaranteed Indebtedness"), then the
Company shall cause such Domestic Restricted Subsidiary or Restricted Subsidiary
that is not a Guarantor, as the case may be, to:

                  (1) execute and deliver to the Trustee a supplemental
         indenture in form reasonably satisfactory to the Trustee pursuant to
         which such Domestic Restricted Subsidiary or Restricted Subsidiary that
         is not a Guarantor, as the case may be, shall unconditionally guarantee
         (each, a "Subsidiary Guarantee") all of the Company's obligations under
         the Securities and this Indenture on the terms set forth in this
         Indenture;

                  (2) in the case of a Domestic Restricted Subsidiary, if such
         Domestic Restricted Subsidiary grants any Lien upon any of its property
         as security for any First Priority Claims, execute one or more Security
         Documents upon substantially the same terms, but subject to the
         Intercreditor Agreement, that grants the Collateral Agent a Second
         Priority Lien upon such property for its benefit, the benefit of the
         Trustee and the benefit of the Holders of the Securities, subject to
         the exceptions described in the definition of "Excluded Collateral";
         and

                  (3) execute and deliver to the Trustee and the Collateral
         Agent an Opinion of Counsel (which may contain customary exceptions)
         that such supplemental indenture and Security Documents have been duly
         authorized, executed and delivered by such Domestic Restricted
         Subsidiary or Restricted Subsidiary that is not a Guarantor, as the
         case may be, and constitutes a legal, valid, binding and enforceable
         obligation of such Domestic Restricted Subsidiary or Restricted
         Subsidiary that is not a Guarantor, as the case may be.

                  Thereafter, such Domestic Restricted Subsidiary or Restricted
Subsidiary that was not a Guarantor, as the case may be, shall be a Guarantor
for all purposes of this Indenture. The Company may cause any other Restricted
Subsidiary of the Company to issue a Subsidiary Guarantee and become a
Guarantor.

                  If granting the Lien described in clause (2) above requires
the consent of a third party, such Domestic Restricted Subsidiary will use
commercially reasonable efforts to obtain such consent with respect to the
Second Priority Lien for the benefit of the Collateral Agent, the Trustee and
the benefit of the Holders of the Securities, but if the third party does not
consent to the granting of the Second Priority Lien after the use of
commercially reasonable efforts, such Domestic Restricted Subsidiary will not be
required to do so. Also if a Second Priority Lien on such property cannot be
granted or perfected under applicable law, the Domestic Restricted Subsidiary
will not be required to grant such Lien.

<PAGE>
                                      -70-


                  If the Guaranteed Indebtedness is pari passu with the
Securities, then the Guarantee of such Guaranteed Indebtedness shall be pari
passu with the Subsidiary Guarantee. If the Guaranteed Indebtedness is
subordinated to the Securities, then the Guarantee of such Guaranteed
Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the
extent that the Guaranteed Indebtedness is subordinated to the Securities.

                  Notwithstanding the foregoing, a Subsidiary Guarantee of the
Securities provided by a Guarantor will be released without any action required
on the part of the Trustee or any Holder of the Securities:

                  (1) if the Credit Agent releases the guarantee of First
         Priority Claims made by such Guarantor, unless such Guarantor has any
         Indebtedness outstanding or remains a guarantor of Indebtedness of the
         Company or another Guarantor;

                  (2) if (a) all of the Capital Stock of, or all or
         substantially all of the assets of, such Guarantor is sold or otherwise
         disposed of (including by way of merger or consolidation) to a Person
         other than the Company or any of its Domestic Restricted Subsidiaries
         or (b) such Guarantor ceases to be a Restricted Subsidiary, and the
         Company otherwise complies, to the extent applicable, with Section
         4.12;

                  (3) if the Company designates such Guarantor as an
         Unrestricted Subsidiary in accordance with Section 4.20; and

                  (4) upon the Company's request if the fair market value of the
         assets of the applicable Guarantor (as determined in good faith by the
         Board of Directors of the Company), together with the fair market value
         of the assets of other Guarantors whose Subsidiary Guarantee was
         released in the same calendar year in reliance on this paragraph (4),
         does not exceed $1.0 million (subject to cumulative carryover for
         amounts not used in any prior calendar year).

                  At the Company's request, the Trustee will execute and deliver
any instrument evidencing such release. A Guarantor may also be released from
its obligation under its Subsidiary Guarantee in connection with amendments
permitted in accordance with the provisions of Article 9 of this Indenture. The
Trustee shall only be obligated to deliver any such instrument upon receipt of
an Officers' Certificate stating that such release is in compliance with this
Indenture, the Security Documents and the Intercreditor Agreement.

SECTION 4.19.     Payments for Consent.

                  The Company will not, and will not cause or permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Securities for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture, the Securities or the



<PAGE>
                                      -71-


Subsidiary Guarantees or any of the Security Documents unless such consideration
is offered to be paid to all Holders who so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or amendment.

SECTION 4.20.     Limitation on Designations of Unrestricted Subsidiaries.

                  The Company may, on or after the Issue Date, designate any
Subsidiary of the Company (other than a Subsidiary of the Company which owns
Capital Stock of a Restricted Subsidiary or is a Guarantor) as an "Unrestricted
Subsidiary" under this Indenture (a "Designation") only if:

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

                  (2) the Company would be permitted under this Indenture to
         make an Investment at the time of Designation (assuming the
         effectiveness of such Designation) in an amount (the "Designation
         Amount") equal to the sum of (A) the Fair Market Value of the Capital
         Stock of such Subsidiary owned by the Company and/or any of the
         Restricted Subsidiaries on such date and (B) the aggregate amount of
         Indebtedness of such Subsidiary owed to the Company and the Restricted
         Subsidiaries on such date; and

                  (3) the Company would be permitted to incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 4.03 at the time of Designation (assuming the effectiveness of
         such Designation).

                  In the event of any such Designation, the Company shall be
deemed to have made an Investment constituting a Restricted Payment in the
Designation Amount pursuant to Section 4.04 for all purposes of this Indenture.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, at any time:

                  (x) provide direct or indirect credit support for or a
         guarantee of any Indebtedness of any Unrestricted Subsidiary (including
         any undertaking agreement or instrument evidencing such Indebtedness);

                  (y) be directly or indirectly liable for any Indebtedness of
         any Unrestricted Subsidiary; or

                  (z) be directly or indirectly liable for any Indebtedness
         which provides that the holder thereof may (upon notice, lapse of time
         or both) declare a default thereon or



<PAGE>
                                      -72-


         cause the payment thereof to be accelerated or payable prior to its
         final scheduled maturity upon the occurrence of a default with respect
         to any Indebtedness of any Unrestricted Subsidiary (including any right
         to take enforcement action against such Unrestricted Subsidiary),
         except, in the case of clause (x) or (y), to the extent permitted under
         Section 4.04 hereof.

                  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary ("Revocation"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if

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

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

                  (3) such Subsidiary shall for purposes of Section 4.18 be
         treated as having then been acquired by the Company.

                  All Designations and Revocations must be evidenced by an
Officers' Certificate of the Company delivered to the Trustee certifying
compliance with the foregoing provisions.

SECTION 4.21.     Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder
will have the right to require that the Company purchase all or a portion of
such Holder's Securities pursuant to the offer described below (the "Change of
Control Offer"), at a purchase price equal to 101% of the principal amount
thereof plus accrued interest, if any, thereon to the date of purchase. Prior to
the mailing of the notice referred to below, but in any event within 30 days
following any Change of Control, the Company will

                  (1) repay in full and terminate all commitments under
         Indebtedness under the Credit Agreement and all other First Priority
         Claims the terms of which require repayment upon a Change of Control or
         offer to repay in full and terminate all commitments under the Credit
         Agreement and all other First Priority Claims and to repay the
         Indebtedness owed to (and terminate all commitments of) each lender
         under the Credit Agreement and each of the holders of a First Priority
         Lien Claim which has accepted such offer; or

<PAGE>
                                      -73-


                  (2) obtain the consents required under the Credit Agreement
         and all such other First Priority Claims to permit the repurchase of
         the Securities as provided below.

                  The Company shall first comply with the covenant in the
immediately preceding sentence before it shall be required to repurchase
Securities pursuant to the provisions described below.

                  (b) Within 30 days following the date upon which the Change of
Control occurs, the Company must send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. Such notice shall state, among other things,

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.21 and that all Securities tendered and not withdrawn
         will be accepted for payment;

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

                  (3) that any Security not tendered will continue to accrue
         interest;

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

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

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

                  (7) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered; and

<PAGE>
                                      -74-


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

                  On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Securities or portions thereof tendered pursuant to
the Change of Control Offer, (ii) deposit with the Paying Agent, in accordance
with Section 2.14, U.S. Legal Tender sufficient to pay the purchase price plus
accrued interest, if any, of all Securities so tendered and (iii) deliver to the
Trustee Securities so accepted together with an Officers' Certificate stating
the Securities or portions thereof being purchased by the Company. Upon receipt
by the Paying Agent of the monies specified in clause (ii) above and a copy of
the Officers' Certificate specified in clause (iii) above, the Paying Agent
shall promptly mail to the Holders of Securities so accepted payment in an
amount equal to the purchase price plus accrued interest, if any, and the
Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities
surrendered. Any Securities not so accepted shall be promptly mailed by the
Company to the Holder thereof. For purposes of this Section 4.21, the Trustee
shall act as the Paying Agent.

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

                  Any amounts remaining after the purchase of all validly
tendered and not validly withdrawn Securities pursuant to a Change of Control
Offer shall be returned by the Trustee to the Company.

                  The Company shall and shall cause its Subsidiaries to comply
with all tender offer rules under state and federal securities laws, including,
but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1
thereunder, to the extent applicable to such offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.21, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.21 by virtue thereof.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Assets.

                  (a) The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets


<PAGE>
                                      -75-


(determined on a consolidated basis for the Company and the Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                  (1) either (A) the Company shall be the surviving or
         continuing corporation or (B) the Person (if other than the Company)
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by sale, assignment, transfer, lease, conveyance
         or other disposition the properties and assets of the Company and the
         Restricted Subsidiaries substantially as an entirety (the "Surviving
         Entity") (x) shall be a corporation organized and validly existing
         under the laws of the United States or any State thereof or the
         District of Columbia, (y) shall expressly assume, by supplemental
         indenture (in form and substance satisfactory to the Trustee), executed
         and delivered to the Trustee, the due and punctual payment of the
         principal of, and premium, if any, and interest on all of the
         Securities and the performance of every covenant of the Securities,
         this Indenture and the Registration Rights Agreement on the part of the
         Company to be performed or observed and (z) shall expressly assume, by
         documentation specified by, and executed and delivered to, the Trustee
         and the Collateral Agent, the due and punctual performance of every
         covenant and obligation under the Security Documents on the part of the
         Company to be performed or observed;

                  (2) immediately after giving effect to such transaction on a
         pro forma basis and the assumption contemplated by clause (1)(B)(y)
         above (including giving effect to any Indebtedness and Acquired
         Indebtedness incurred or anticipated to be incurred in connection with
         or in respect of such transaction), the Company or such Surviving
         Entity, as the case may be, shall be able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 4.03;

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

                  (4) the Company or the Surviving Entity shall have delivered
         to the Trustee and the Collateral Agent an Officers' Certificate and an
         Opinion of Counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease, conveyance or other disposition and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with the applicable provisions of
         this Indenture and that all conditions precedent in this Indenture
         relating to such transaction have been satisfied.


<PAGE>
                                      -76-


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

                  (c) No Guarantor (other than any Guarantor whose Subsidiary
Guarantee is to be released in accordance with the terms of the Subsidiary
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.12) will, and the Company will not cause or permit
any Guarantor to, consolidate with or merge with or into any Person other than
the Company or any other Guarantor unless:

                  (1) the entity formed by or surviving any such consolidation
         or merger (if other than the Guarantor) is a corporation organized and
         existing under the laws of the United States or any State thereof or
         the District of Columbia;

                  (2) such entity expressly assumes by supplemental indenture
         (in form and substance satisfactory to the Trustee), executed and
         delivered to the Trustee, the performance of every covenant of the
         Securities, this Indenture and the Registration Rights Agreement on the
         part of such Guarantor to be performed or observed;

                  (3) such entity shall expressly assume, by documentation
         specified by, and executed and delivered to the Trustee, the due and
         punctual performance of every covenant and obligation under the
         Security Documents on the part of such Guarantor to be performed or
         observed;

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

                  (5) immediately after giving effect to such transaction and
         the use of any net proceeds therefrom on a pro forma basis, the Company
         could satisfy the provisions of clause (a)(2) of this Section 5.01; and

                  (6) the Company shall have delivered to the Trustee and the
         Collateral Agent an Officers' Certificate and Opinion of Counsel, each
         stating that such consolidation or merger and, if a supplemental
         indenture is required in connection with such transaction, such
         supplemental indenture comply with the applicable provisions of this
         Indenture and that all conditions precedent in this Indenture relating
         to such transaction have been satisfied.

<PAGE>
                                      -77-


SECTION 5.02.     Successor Corporation Substituted.

                  In accordance with the foregoing, upon any such consolidation,
combination, merger, conveyance, lease or any transfer of all or substantially
all of the assets of the Company in which the Company is not the continuing
corporation, the Surviving Entity formed by such consolidation or into which the
Company is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Securities with the same effect as if
such successor had been named as the Company herein, and thereafter the
predecessor corporation will be relieved of all further obligations and
covenants under this Indenture, the Securities and the Registration Rights
Agreement; provided that solely for purposes of computing amounts described in
subclause (iii) of the first paragraph of Section 4.04, any such Surviving
Entity shall only be deemed to have succeeded to and be substituted for the
Company with respect to periods subsequent to the effective time of such merger,
consolidation or transfer of assets.

                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default.

                  An "Event of Default" occurs if

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

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

                  (3) a default by the Company or any Restricted Subsidiary in
         the observance or performance of any other covenant or agreement
         contained in this Indenture which default continues for a period of 30
         days after (x) the Company receives written notice specifying the
         default from the Trustee or the Holders of at least 25% of the
         outstanding principal amount of the Securities (except in the case of a
         default with respect to Article Five, which will constitute an Event of
         Default with such notice requirement but without such passage of time
         requirement);

                  (4) a default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness of the Company or of any Restricted
         Subsidiary (or the payment of which is guaranteed


<PAGE>
                                      -78-


         by the Company or any Restricted Subsidiary), whether such Indebtedness
         now exists or is created after the Issue Date, which default (a) is
         caused by a failure to pay principal of such Indebtedness after any
         applicable grace period provided in such Indebtedness on the date of
         such default (a "Payment Default"), or (b) results in the acceleration
         of such Indebtedness prior to its express maturity (and such
         acceleration is not rescinded, or such Indebtedness is not repaid,
         within 30 days) and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, exceeds $75.0 million or
         more at any time;

                  (5) the Company or any of its Restricted Subsidiaries (A)
         admits in writing its inability to pay its debts generally as they
         become due, (B) commences a voluntary case or proceeding under any
         Bankruptcy Law with respect to itself, (C) consents to the entry of a
         judgment, decree or order for relief against it in an involuntary case
         or proceeding under any Bankruptcy Law, (D) consents to the appointment
         of a Custodian of it or for substantially all of its property, (E)
         consents to or acquiesces in the institution of a bankruptcy or an
         insolvency proceeding against it, (F) makes a general assignment for
         the benefit of its creditors, or (G) takes any corporate action to
         authorize or effect any of the foregoing;

                  (6) a court of competent jurisdiction enters a judgment,
         decree or order for relief in respect of the Company or any of its
         Significant Subsidiaries in an involuntary case or proceeding under any
         Bankruptcy Law, which shall (A) approve as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition in
         respect of the Company or any of its Significant Subsidiaries, (B)
         appoint a Custodian of the Company or any of its Significant
         Subsidiaries or for substantially all of any of their property or (C)
         order the winding-up or liquidation of its affairs; and such judgment,
         decree or order shall remain unstayed and in effect for a period of 60
         consecutive days;

                  (7) one or more judgments in an aggregate amount in excess of
         $75.0 million not covered by adequate insurance (other than
         self-insurance) shall have been rendered against the Company or any of
         the Restricted Subsidiaries and such judgments remain undischarged,
         unpaid or unstayed for a period of 60 days after such judgment or
         judgments become final and nonappealable;

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


<PAGE>
                                      -79-


                  (9) unless all of the Collateral has been released from the
         Second Priority Liens in accordance with the provisions of the Security
         Documents, default by the Company or any Restricted Subsidiary in the
         performance of the Security Documents which adversely affects the
         enforceability, validity, perfection (in the case of Collateral for
         which perfection is required under the Security Documents, other than
         the Second Priority Mortgages, with respect to which perfection is
         required) or priority of the Second Priority Lien on a material portion
         of the Collateral granted to the Collateral Agent for its benefit and
         the benefit of the Trustee and the holders of the Securities, the
         repudiation or disaffirmation by the Company or any Restricted
         Subsidiary of its material obligations under the Security Documents or
         the determination in a judicial proceeding that the Security Documents
         are unenforceable or invalid against the Company or any Restricted
         Subsidiary party thereto for any reason with respect to a material
         portion of the Collateral (which default, repudiation, disaffirmation
         or determination is not rescinded, stayed or waived by the Persons
         having such authority pursuant to the Security Documents or otherwise
         cured within 60 days after the Company receives written notice thereof
         specifying such occurrence from the Trustee or the holders of at least
         25% of the outstanding principal amount of the Securities and demanding
         that such default be remedied).

                  The Trustee shall, within 90 days after the occurrence of any
Default actually known to a Responsible Officer of the Trustee, give to the
Securityholders notice of such Default; provided that, except in the case of a
Default in the payment of principal of or interest on any of the Securities, the
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Securityholders.

SECTION 6.02.     Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (5) or (6) above) shall occur and be continuing, the Trustee
or the Holders of at least 25% in principal amount of outstanding Securities may
declare the principal of, premium, if any, and accrued and unpaid interest on
all the Securities to be due and payable by notice in writing to the Company
(and to the Trustee, if given by the Holders) specifying the respective Events
of Default and that it is a "notice of acceleration," and the same shall become
immediately due and payable. If an Event of Default specified in clause (5) or
(6) above occurs and is continuing, then all unpaid principal of, premium, if
any, and accrued and unpaid interest on all of the outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

                  At any time after a declaration of acceleration with respect
to the Securities as described in the preceding paragraph, the Holders of a
majority in principal amount of the then outstanding Securities may rescind and
cancel such declaration and its consequences;

<PAGE>
                                      -80-


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

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

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

                  (iv) if the Company has paid the Trustee its compensation and
         reimbursed the Trustee for its reasonable expenses, disbursements and
         advances and any other sums owing to the Trustee pursuant to Section
         7.07; and

                  (v) in the event of the cure or waiver of an Event of Default
         of the type described in clauses (5) and (6) of the description above
         of Events of Default, the Trustee shall have received an Officers'
         Certificate and an Opinion of Counsel that such Event of Default has
         been cured or waived.

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

SECTION 6.03.     Other Remedies.

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

                  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 Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04.     Waiver of Past Defaults.

                  Subject to Sections 6.02, 6.07 and 9.02, the Holders of a
majority in principal amount of the then outstanding Securities by written
notice to the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or premium, if
any, or interest on any Security as specified in clauses (1) and (2) of Section
6.01. The Company shall deliver to the Trustee an Officers' Certificate stating
that


<PAGE>
                                      -81-


the requisite percentage of Holders have consented to such waiver and attaching
copies of such consents upon which the Trustee may conclusively rely. When a
Default or Event of Default is waived, it is cured and ceases.

SECTION 6.05.     Control by Majority.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities 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. Subject to Section 7.01, however, the Trustee may
refuse to follow any direction that conflicts with any law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; provided
that the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction.

                  Prior to taking any action or following any direction pursuant
to this Section 6.05, the Trustee shall be entitled to indemnification from such
Holders satisfactory to it in its sole discretion against any fees, loss,
liability, cost or expense caused by taking such action or following such
direction.

SECTION 6.06.     Limitation on Suits.

                  A Securityholder may not pursue any remedy with respect to
this Indenture, the Securities or any Subsidiary Guarantee unless

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

                  (2) the Holder or Holders of at least 25% in principal amount
         of the outstanding Securities make a written request to the Trustee to
         pursue the remedy;

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

                  (4) the Trustee does not comply with the request within 30
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                  (5) during such 30-day period the Holder or Holders of a
         majority in principal amount of the outstanding Securities do not give
         the Trustee a direction which, in the opinion of the Trustee, is
         inconsistent with the request.

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

<PAGE>
                                      -82-


SECTION 6.07.     Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of, premium 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, 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 principal, premium or
interest specified in clause (1) or (2) of Section 6.01 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company or any other obligor on the Securities for
the whole amount of principal and accrued interest remaining unpaid, together
with interest on overdue principal and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest, in each case
at the rate per annum borne by the Securities and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.09.     Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents and take such other actions as it may determine in its reasonable
discretion to be necessary or advisable (including participating as a member of
any creditors committee acting in the matter) in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, legal
fees, disbursements and advances of the Trustee, its agents, nominees,
custodians, counsel, accountants and experts) and the Securityholders allowed in
any judicial proceedings relating to the Company, its creditors or its property
and shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Securityholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, legal fees, disbursements and advances of the Trustee,
its agents, nominees, custodians and counsel, and any other amounts due the
Trustee under Section 7.07. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.


<PAGE>
                                      -83-


SECTION 6.10.     Priorities.

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

                  First: without duplication, to the Trustee for amounts owing
         under Section 7.07 and to the Collateral Agent for amounts owing to it
         under the Collateral Agency Agreement;

                  Second: if the Holders are forced to proceed against the
         Company, a Guarantor or any other obligor on the Securities directly
         without the Trustee, to Holders for their collection costs;

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

                  Fourth: to the Company or any Guarantors, as their respective
         interests may appear.

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

SECTION 6.11.     Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security is registered at the close of business on the
Record Date for such interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on such Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Subsection (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered at
         the close of business on a special Record Date (the "Special Record
         Date") for the payment of such Defaulted Interest, which shall be fixed
         in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Security and the date of the proposed payment, and at the same time the
         Company shall



<PAGE>
                                      -84-


         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Subsection provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date. In the name and at the expense of the Company, the
         Trustee shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to each Holder at his address as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Securities (or
         their respective predecessor securities) are registered on such Special
         Record Date and shall no longer be payable pursuant to the following
         Subsection (2).

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Company has caused the Securities to
         be listed, and upon such notice as may be required by such exchange,
         if, after notice given by the Company to the Trustee of the proposed
         payment pursuant to this Subsection, such payment shall be deemed
         practicable by the Trustee.

                  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 6.12.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture, the Security Documents, the Intercreditor Agreement or the
Collateral Agency Agreement or in any suit against the Trustee (in any
capacities appointed hereunder, including, but not limited to, as Collateral
Agent) for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.12
does not apply to a suit by the Trustee (in any capacities appointed hereunder,
including, but


<PAGE>
                                      -85-


not limited to, as Collateral Agent), a suit by a Holder pursuant to Section
6.07, or a suit by a Holder or Holders of more than 10% in principal amount of
the outstanding Securities.

                                 ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee.

                  (a) If an Event of Default actually known to a Responsible
Officer of the Trustee has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in its exercise as a prudent Person would
exercise or use under the circumstances in the conduct of its own affairs.
Subject to such provisions, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request of any of the
Holders of Securities, unless they shall have offered to the Trustee security
and indemnity satisfactory to it in its sole discretion.

                  (b) Except during the continuance of an Event of Default
actually known to a Responsible Officer of the Trustee:

                  (1) The Trustee need perform only those duties as are
         specifically set forth herein 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 and such other documents delivered to it pursuant to Section
         11.04 hereof furnished to the Trustee and conforming to the
         requirements of this Indenture. However, the Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture (but need not confirm or investigate
         the accuracy of mathematical calculations or other facts 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 7.01.

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

<PAGE>
                                      -86-


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

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

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to this Section 7.01.

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

                  (g) Beyond the exercise of reasonable care in the custody
thereof, the Trustee shall have no duty as to any Collateral in its possession
or control or any income thereon or as to preservation of rights against prior
parties or any other rights pertaining thereto and the Trustee shall not be
responsible for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times or otherwise
perfecting or maintaining the perfection of any security interest in the
Collateral. The Trustee shall be deemed to have exercised reasonable care in the
custody of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property.

                  (h) The foregoing provisions of this Section 7.01 do not apply
to the Trustee in its capacity as Collateral Agent. The Trustee, in its capacity
as Collateral Agent, need perform only those duties as are specifically set
forth in the Indenture, the Security Documents, the Intercreditor Agreement and
the Collateral Agency Agreement, and no others, and no implied covenants or
obligations shall be read into such agreements against the Collateral Agent.
Neither the Collateral Agent nor any of its directors, officers, agents, or
employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Indenture, the Security Documents, and the
Intercreditor Agreement and the Collateral Agency Agreement, except for its or
their own gross negligence or willful misconduct.

<PAGE>
                                      -87-


SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01:

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and an Opinion of Counsel, which shall
         conform to the provisions of Section 11.05. The Trustee shall not be
         liable for any action it takes or omits to take in good faith in
         reliance on such certificate or opinion.

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

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

                  (e) The Trustee may consult with counsel and the advice or
         opinion of such counsel as to matters of law shall be full and complete
         authorization and protection from liability in respect of any action
         taken, omitted or suffered by it under this Indenture, the Security
         Documents, the Intercreditor Agreement or the Collateral Agency
         Agreement, in good faith and in accordance with the advice or opinion
         of such counsel.

                  (f) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture, the Security
         Documents, the Intercreditor Agreement or the Collateral Agency
         Agreement at the request, order or direction of any of the Holders
         pursuant to the provisions of this Indenture, unless such Holders shall
         have offered to the Trustee reasonable security or indemnity against
         the fees, costs, expenses and liabilities which may be incurred therein
         or thereby.

                  (g) Except with respect to Section 4.01, the Trustee shall not
         have any duty as to inquire as to the performance by the Company of its
         covenants or obligations under this Indenture, the Security Documents,
         the Intercreditor Agreement or the Collateral Agency Agreement. The
         Trustee shall not be deemed to have notice or any knowledge of any
         matter (including without limitation defaults or events of default)
         unless a Responsible Officer assigned to and working in the Trustee's
         Corporate Trust Department has actual knowledge thereof or unless
         written notice thereof is received


<PAGE>
                                      -88-


         by the Trustee, attention: Corporate Trust Department and such notice
         references the Securities generally, the Company or this Indenture.

                  (h) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, including, but not limited
         to, serving as Collateral Agent, and to each agent, custodian and other
         Person employed to act hereunder.

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, its
Subsidiaries, any Guarantors and their respective Affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11 of this
Indenture as well as the provisions of the TIA.

SECTION 7.04.     Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Security
Documents, the Intercreditor Agreement, the Collateral Agency Agreement or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, the Security Documents, the
Intercreditor Agreement or the Collateral Agency Agreement, and it shall not be
responsible for any statement of the Company in this Indenture, the Security
Documents or the Intercreditor Agreement, or any document issued in connection
with the sale of Securities (including without limitation any preliminary or
final offering memorandum) or any statement in the Securities other than the
Trustee's certificate of authentication. The Trustee shall not be accountable
for the use or application of any money received by any Paying Agent other than
the Trustee. The Trustee makes no representations with respect to the
effectiveness or adequacy of this Indenture, the Security Documents, the
Intercreditor Agreement or the Collateral Agency Agreement. The Trustee shall
not be responsible for independently ascertaining or maintaining such validity,
if any, and shall be fully protected in relying upon certificates and opinions
delivered to it in accordance with the terms of this Indenture, the Security
Documents, the Intercreditor Agreement or the Collateral Agency Agreement.

SECTION 7.05.     Notice of Default.

                  If a Default or an Event of Default occurs and is continuing
and a Responsible Officer of the Trustee receives actual notice of such event,
the Trustee shall mail to each Securityholder, as their names and addresses
appear on the Securityholder list described in Section 2.05, notice of the
uncured Default or Event of Default within 90 days after the Trustee


<PAGE>
                                      -89-


receives such notice (or 30 days in the case of a Default or Event of Default
specified in the following sentence). Except in the case of a Default or an
Event of Default in payment of principal of, premium or interest on, any
Security, including the failure to make payment on (i) the Change of Control
Payment Date pursuant to a Change of Control Offer or (ii) the Excess Proceeds
Offer Payment Date pursuant to an Excess Proceeds Offer, the Trustee may
withhold the notice if and so long as the board of directors, the executive
committee, or a trust committee of directors, of the Trustee in good faith
determines that withholding the notice is in the interest of the
Securityholders.

SECTION 7.06.     Reports by Trustee to Holders.

                  This Section 7.06 shall not be operative as a part of this
Indenture until this Indenture is qualified under the TIA, and, until such
qualification, this Indenture shall be construed as if this Section 7.06 were
not contained herein.

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

                  A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each securities exchange, if any, on which the Securities are listed.

                  The Company shall notify a Responsible Officer of the Trustee
if the Securities become listed on any securities exchange or of any delisting
thereof.

SECTION 7.07.     Compensation and Indemnity.

                  (a) The Company shall pay to the Trustee from time to time
such compensation for its services hereunder as the Company and the Trustee
shall from time to time agree in writing. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances (including reasonable fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services, except any such disbursements, expenses and advances as may be
attributable to the Trustee's negligence or bad faith. Such expenses shall
include the reasonable compensation, legal fees, disbursements and expenses of
the Trustee's agents, accountants, experts, nominees, custodians and counsel and
any taxes or other expenses incurred by a trust created pursuant to Section
8.01.

                  (b) The Company shall indemnify each of the Trustee, its
directors, officers and employees and each predecessor Trustee for, and hold
them harmless against, (i) any


<PAGE>
                                      -90-


loss, liability or expense incurred by the Trustee, without negligence or bad
faith on its part arising out of or in connection with the administration of
this trust and its duties under this Indenture, the Security Documents or, the
Intercreditor Agreement, including the reasonable expenses and attorneys' fees
of defending itself against any claim of liability arising under this Indenture,
the Security Documents or, the Intercreditor Agreement and (ii) Environmental
Damages (as defined below). The Trustee shall notify the Company promptly of any
claim asserted against the Trustee for which it may seek indemnity. However, the
failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense (and may employ its own counsel) at the Company's
expense. The Company need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld or delayed. The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee as a result of the violation of this
Indenture, the Security Documents or, the Intercreditor Agreement by the Trustee
if such violation arose from the Trustee's negligence or bad faith.

                  "Environmental Damages" shall mean all claims, demands,
liabilities, losses, damages, causes of action, judgments, penalties, fines,
costs and expenses, of any and every kind or character, contingent or otherwise,
matured or unmatured, known or unknown, foreseeable or unforeseeable, made,
incurred, suffered, brought, or imposed at any time and from time to time:

                  (i) the presence of any Hazardous Material on the Mortgaged
         Property, or any escape, seepage, leakage, spillage, emission, release,
         discharge or disposal of any Hazardous Material on or from the
         Mortgaged Property, or the migration or release or threatened migration
         or release of any Hazardous Material to, from or through the Mortgaged
         Property; or

                  (ii) any act, omission, event or circumstance existing or
         occurring in connection with the handling, treatment, containment,
         removal, storage, decontamination, clean-up, transport or disposal of
         any Hazardous Material which is present on the Mortgaged Property; or

                  (iii) any violation of any Environmental Requirement,
         regardless of whether any act, omission, event or circumstance giving
         rise to the violation constituted a violation at the time of the
         occurrence or inception of such act, omission, event or circumstance.

                  "Environmental Law" means any federal, state or local law,
statue, ordinance, code, rule, regulation, license, authorization, decision,
order, injunction, decree, or rule of common law, and any judicial
interpretation of any of the foregoing, which pertains to health, safety, any
Hazardous Material, or the environment (including but not limited to ground or
air or water or noise pollution or contamination, and underground or above
ground tanks) and


<PAGE>
                                      -91-


shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C.
Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq. ("CERCLA"), as amended by
the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42
U.S.C. Section 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section
2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and
any other state or federal environmental statutes, and all rules, regulations,
orders and decrees now or hereafter promulgated under any of the foregoing, as
any of the foregoing now exist or may be changed or amended or come into effect
in the future.

                  "Environmental Requirement" means any Environmental Law
(hereinafter defined), agreement or restriction, as the same now exists or may
be changed or amended or come into effect in the future, which pertains to
health, safety, any Hazardous Material, or the environment, including but not
limited to ground or air or water or noise pollution or contamination, and
underground or aboveground tanks.

                  "Hazardous Material" means any substance, whether solid,
liquid or gaseous: which is listed defined or regulated as a "hazardous
substance", "hazardous waste" or "solid waste", or otherwise classified as
hazardous or toxic, in or pursuant to any Environmental Requirement; or which is
or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde
foam insulation, explosive or radioactive material, or motor fuel or other
petroleum hydrocarbons, or which causes or poses a threat to cause a
contamination or nuisance on the subject property or any adjacent property or a
hazard to the environment or to the health or safety of persons on the subject
property.

                  (c) To secure the Company's payment obligations in this
Section 7.07, the Trustee shall have a senior claim and lien prior to the
Securities against all money or property held or collected by the Trustee, in
its capacity as Trustee or as Collateral Agent.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (5) or (6) of Section 6.01 occurs, the
expenses (including the reasonable fees and expenses of its agents and counsel)
and the compensation for the services shall be preferred over the status of the
Holders in a proceeding under any Bankruptcy Law and are intended to constitute
expenses of administration under any Bankruptcy Law. The Company's obligations
under this Section 7.07 and any claim arising hereunder shall survive
termination of this Indenture, the resignation or removal of any Trustee, the
discharge of the Company's obligations pursuant to Article Eight and any
rejection or termination under any Bankruptcy Law.


<PAGE>
                                      -92-


SECTION 7.08.     Replacement of Trustee.

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

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

                  (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 legally incapable of acting with
         respect to its duties hereunder.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture; provided, however, that no Trustee under this Indenture shall be
liable for any act or omission of any successor Trustee. A successor Trustee
shall mail notice of its succession to each Securityholder.

                  Notwithstanding any other provision of this Section 7.08, upon
the occurrence of an Event of Default, the Trustee may resign, and upon notice
to the Company shall immediately be deemed to have resigned, and Deutsche Bank
National Trust Company (or its successors) shall be appointed as successor
Trustee. Deutsche Bank National Trust Company hereby accepts appointment as
successor Trustee upon the resignation by the Trustee as a result of the
occurrence of an Event of Default.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the
expense of the Company), the Company


<PAGE>
                                      -93-


or the Holders of at least 10% in principal amount of the outstanding Securities
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

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

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee and the Company shall pay to any such
replaced or removed Trustee all amounts owed under Section 7.07 upon such
replacement or removal.

SECTION 7.09.     Successor Trustee by Merger, Etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1) and 310(a)(5). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

SECTION 7.11.     Preferential Collection of Claims Against Company.

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


<PAGE>
                                      -94-


                                 ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.     Legal Defeasance and Covenant Defeasance.

                  (a) The Company may, at its option and at any time, with
respect to the Securities, elect to have either paragraph (b) or paragraph (c)
below be applied to the outstanding Securities upon compliance with the
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 shall be deemed to have
been released and discharged from its obligations with respect to the
outstanding Securities on the date the 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, 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 the
Holders of outstanding Securities to receive payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due, (ii) the Company's obligations to issue temporary Securities,
register the transfer or exchange of any Securities, replace mutilated,
destroyed, lost or stolen Securities and maintain an office or agency for
payments in respect of the Securities, (iii) the rights, powers, trusts, duties
and immunities of the Trustee and the Company's obligations in connection
therewith, (iv) the Legal Defeasance provisions of this Indenture and (v)
Article Twelve. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to the Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be released and
discharged from its obligations under any covenant contained in Article Five and
in Sections 4.03 through 4.21 with respect to the outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities 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, the Company and any Guarantor 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


<PAGE>
                                      -95-


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), nor shall any event referred to in Section 6.01(4) or (7)
thereafter constitute a Default or an Event of Default thereunder 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:

                  (1) The Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holder pursuant to an irrevocable trust
         and security agreement in form and substance reasonably satisfactory to
         the Trustee, U.S. Legal Tender or direct non-callable obligations of,
         or non-callable obligations guaranteed by, the United States of America
         for the payment of which obligation or guarantee the full faith and
         credit of the United States of America is pledged ("U.S. Government
         Obligations") or a combination thereof, maturing as to principal and
         interest in such amounts and at such times as are sufficient, without
         consideration of the reinvestment of such interest and principal and
         after payment of all federal, state and local taxes or other charges or
         assessments in respect thereof payable by the Trustee, in the opinion
         of a nationally recognized firm of Independent public accountants,
         selected by the Company, expressed in a written certification thereof
         (in form and substance reasonably satisfactory to the Trustee)
         delivered to the Trustee, to pay the principal of, premium, if any, and
         interest on all the outstanding Securities on the dates on which any
         such payments are due and payable in accordance with the terms of this
         Indenture and of the Securities;

                  (2) Such deposits shall not cause the Trustee to have a
         conflicting interest as defined in and for purposes of the TIA;

                  (3) The Trustee shall have received Officers' Certificates
         stating that no Default or Event of Default or event which with notice
         or lapse of time or both would become a Default or an Event of Default
         with respect to the Securities shall have occurred and be continuing on
         the date of such deposit or, insofar as Section 6.01(5) or (6) is
         concerned, at any time during the period ending on the 91st day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until the expiration of such period);

                  (4) The Trustee shall have received Officers' Certificates
         stating that such deposit will not result in a Default under this
         Indenture, any Security Document or a breach or violation of, or
         constitute a default under, any other material instrument or agreement
         to which the Company or any of its Subsidiaries is a party or by which
         the Company or any of its Subsidiaries is bound;


<PAGE>
                                      -96-


                  (5) (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 confirming 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, there has been a change in the applicable federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, Holders of the Securities
         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 taxes on the same amounts, in the
         same manner and at the same times as would have been the case if such
         deposit and defeasance had not occurred, 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, confirming that,
         Holders of the Securities 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 on 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;

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel stating that as a result of the Legal Defeasance or Covenant
         Defeasance, neither the Trustee nor the trust have become or are deemed
         to have become an "investment company" under the Investment Company Act
         of 1940, as amended;

                  (7) The Company shall have delivered to the Trustee an
         Officers' Certificate, in form and substance reasonably satisfactory to
         the Trustee, stating that the deposit under clause (1) was not made by
         the Company, a Guarantor or any Subsidiary of the Company with the
         intent of defeating, hindering, delaying or defrauding any other
         creditors of the Company, a Guarantor, or any Subsidiary of the Company
         or others;

                  (8) The Company shall have delivered to the Trustee an Opinion
         of Counsel, in form and substance reasonably satisfactory to the
         Trustee, to the effect that, after the 91st day following the deposit,
         the trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally;

                  (9) 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; provided, however, that no
         deposit under clause (1) above shall be effective to


<PAGE>
                                      -97-


         terminate the obligations of the Company under the Securities or this
         Indenture prior to 90 days following any such deposit; and

                  (10) The Company shall have paid all amounts owing to the
         Trustee pursuant to Section 7.07.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by paragraph (5) above need not be delivered if all Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, (ii)
will become due and payable on the maturity date for the securities within one
year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.

                  In the event all or any portion of the Securities 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.

SECTION 8.02.     Satisfaction and Discharge.

                  In addition to the Company's rights under Section 8.01, the
Company may terminate all of its obligations under this Indenture (subject to
Section 8.03) when

                  (1) all Securities 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 has theretofore been deposited in
         trust or segregated and held in trust by the Company or thereafter
         repaid to the Company from such trust) have been delivered to the
         Trustee for cancellation; or

                  (2) all Securities not theretofore delivered to the Trustee
         for cancellation (except lost, stolen or destroyed Securities which
         have been replaced or paid) have (i) become due and payable, (ii) will
         become due and payable at their stated maturity within one year or
         (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee, and the Company has
         irrevocably deposited or caused to be deposited with the Trustee funds
         in an amount sufficient to pay and discharge the entire Indebtedness on
         the Securities not theretofore delivered to the Trustee for
         cancellation, for principal of, premium, if any, and interest on the
         Securities to the date of deposit together with irrevocable
         instructions from the Company directing the Trustee to apply such funds
         to the payment thereof at maturity or redemption, as the case may be;
         and

<PAGE>
                                      -98-


                  (3) the Company and/or the Guarantors have paid or caused to
         be paid all other sums payable under this Indenture and the Security
         Documents; and

                  (4) there exists no Default or Event of Default under this
         Indenture; and

                  (5) 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 satisfaction and discharge
         of this Indenture have been complied with; and

                  (6) the Company shall have paid all amounts owing to the
         Trustee pursuant to Section 7.07.

SECTION 8.03.     Survival of Certain Obligations.

                  Notwithstanding the satisfaction and discharge of this
Indenture and of the Securities referred to in Section 8.01 or 8.02, the
respective obligations of the Company and the Trustee under Sections 2.02, 2.03,
2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13, 4.01, 4.02 and 6.07, Article Seven and
Sections 8.05, 8.06 and 8.07 and Article Twelve shall survive until the
Securities are no longer outstanding, and thereafter the obligations of the
Company and the Trustee under Sections 7.07, 8.05, 8.06 and 8.07 shall survive.
Nothing contained in this Article Eight shall abrogate any of the rights,
obligations or duties of the Trustee under this Indenture.

SECTION 8.04.     Acknowledgment of Discharge by Trustee.

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

SECTION 8.05.     Application of Trust Assets.

                  The Trustee shall hold any U.S. Legal Tender or U.S.
Government Obligations deposited with it in the irrevocable trust established
pursuant to Section 8.01. The Trustee shall apply the deposited U.S. Legal
Tender or the U.S. Government Obligations, together with earnings thereon,
through the Paying Agent, in accordance with this Indenture and the terms of the
irrevocable trust agreement established pursuant to Section 8.01, to the payment
of principal of and interest on the Securities. The U.S. Legal Tender or U.S.
Government Obligations so held in trust and deposited with the Trustee in
compliance with Section 8.01 shall


<PAGE>
                                      -99-


not be part of the trust estate under this Indenture, but shall constitute a
separate trust fund for the benefit of all Holders entitled thereto.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 8.01 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

SECTION 8.06.     Repayment to the Company or Guarantors; Unclaimed Money.

                  Subject to Sections 7.07 and 8.01 and to applicable laws
relating to escheat, the Trustee shall promptly pay to the Company, or if
deposited with the Trustee by any Guarantor, to such Guarantor, upon receipt by
the Trustee of an Officers' Certificate, any excess money, determined in
accordance with Section 8.01, held by it at any time. The Trustee and the Paying
Agent shall pay to the Company or any Guarantor, as the case may be, upon
receipt by the Trustee or the Paying Agent, as the case may be, of an Officers'
Certificate, any money held by it for the payment of principal, premium, if any,
or interest that remains unclaimed for two years after payment to the Holders is
required; provided, however, that the Trustee and the Paying Agent before being
required to make any payment may, but need not, at the expense of the Company
cause to be published once in a newspaper of general circulation in The City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein (which shall not be
less than 30 days from the date of such mailing or publication and shall be at
least two years after the date such money held by the Trustee for the payment of
principal, premium, if any, or interest remains unclaimed), any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company or any Guarantor, as the case may be, Securityholders
entitled to such money must look solely to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee or Paying Agent with respect to such money
shall thereupon cease.

SECTION 8.07.     Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with this Indenture 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, then and only then the Company's and each Guarantor's, if any,
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had been made pursuant to this Indenture until
such time as the Trustee is permitted to apply all such money or U.S. Government
Obligations in accordance with this Indenture; provided, however, that if the
Company or the Guarantors, as the case may be, have made any payment of
principal of, premium, if any, or interest on any Securities


<PAGE>
                                     -100-


because of the reinstatement of their obligations, the Company or the
Guarantors, as the case may be, shall be subrogated to the rights of the holders
of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.

                  The Company and any Guarantors (when authorized by Board
Resolutions), and the Trustee, together, may amend or supplement this Indenture
or the Securities or direct the Collateral Agent to amend the Security Documents
and the Intercreditor Agreement without notice to or consent of any
Securityholder

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

                  (2) to evidence the succession in accordance with Article Five
         hereof of another Person to the Company or a Guarantor and the
         assumption by any such successor of the covenants of the Company or a
         Guarantor herein and in the Securities or a Subsidiary Guarantee, as
         the case may be;

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

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

                  (5) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the TIA;

                  (6) to add or release any Guarantor pursuant to the terms of
         this Indenture;

                  (7) to add any additional assets as Collateral;

                  (8) to release any Collateral from the Lien of this Indenture
         and the Security Documents when permitted or required by the Security
         Documents or this Indenture; or

                  (9) upon any amendment, waiver or consent to the security
         documents granting the First Priority Liens on the Collateral,
         amending, waiving or consenting to the comparable provisions of the
         Security Documents as and to the extent set forth in Article Twelve.

<PAGE>
                                     -101-


provided that each of the Company and any Guarantors has delivered to the
Trustee and the Collateral Agent an Opinion of Counsel and an Officers'
Certificate, each stating that such amendment or supplement complies with the
provisions of this Section 9.01; and provided, further, that such amendment or
supplement does not, in the opinion of the Trustee or the Collateral Agent,
adversely affect the rights of any of the Holders in any material respect. In
formulating its opinion on such matters, the Trustee and the Collateral Agent
will be entitled to rely on such evidence as it deems appropriate, including,
without limitation, solely on an Opinion of Counsel. In addition, without the
consent of any Holder, any amendment, waiver or consent agreed to with respect
to a First Priority Collateral Document shall automatically apply to the
comparable provision of the comparable Security Document to the extent provided
in Section 5.3 of the Intercreditor Agreement. The Company will provide to the
Trustee and the Collateral Agent written notice of any such amendment, waiver or
consent prior to or concurrently with the effectiveness thereof. Amendments of
the Security Documents are also subject to Section 5.3 of the Intercreditor
Agreement.

SECTION 9.02.     With Consent of Holders.

                  Subject to Section 6.07, the Company and any Guarantors (when
authorized by Board Resolutions) and the Trustee, together, with the written
consent of the Holder or Holders of at least a majority in aggregate principal
amount of the then outstanding Securities, may amend or supplement this
Indenture, the Securities and any Subsidiary Guarantees and the Security
Documents without notice to any other Securityholders. Subject to Section 6.07,
the Holder or Holders of a majority in aggregate principal amount of the then
outstanding Securities may waive compliance by the Company with any provision of
this Indenture or the Securities without notice to any other Securityholder
(including, without limitation, the provisions of Section 4.22). Without the
consent of each Securityholder affected, however, no amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, may

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

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

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

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


<PAGE>
                                     -102-


                  (5) make any change in provisions of this Indenture protecting
         the right of each Holder to receive payment of principal of, premium,
         if any, and interest on such Securities on or after the stated due date
         thereof or to bring suit to enforce such payment, or permitting Holders
         of a majority in principal amount of the then outstanding Securities to
         waive Defaults or Events of Default;

                  (6) amend, change or modify in any material respect the
         obligations of the Company to make and consummate a Change of Control
         Offer after the occurrence of a Change of Control or make and
         consummate a Net Proceeds Offer with respect to any Asset Sale that has
         been consummated or modify any of the provisions or definitions with
         respect thereto;

                  (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Securities or any
         Subsidiary Guarantee in a manner which adversely affects the Holders;

                  (8) modify the provisions of Section 4.19, 6.04, 6.07 or this
         Section 9.02 in any manner adverse to a Holder of Securities; or

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

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

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

SECTION 9.03.     Compliance with TIA.

                  From the date on which this Indenture is qualified under the
TIA, every amendment, waiver or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

SECTION 9.04.     Revocation and Effect of Consents.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security


<PAGE>
                                     -103-


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. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of his Security by notice to the Trustee or the Company received
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver. 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 Securityholder, unless it makes a change described in any of
clauses (1) through (11) of Section 9.02, 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 9.05.     Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may 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. Failure to make the appropriate notation or to issue a new Security shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.     Trustee to Sign Amendments, Etc.

                  The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; provided that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture, the Security Documents, the Intercreditor Agreement or the Collateral
Agency Agreement; provided, further, that no amendment which


<PAGE>
                                     -104-


affects the Collateral Agent's rights, duties or immunities under this
Indenture, the Security Documents, the Intercreditor Agreement or the Collateral
Agency Agreement, shall be effective unless the Collateral Agent shall consent
in writing thereto. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and constitutes the legal, valid and binding obligations of the
Company and any Guarantor enforceable in accordance with its terms (subject to
customary exceptions) and, in the case of any supplemental indenture required by
Section 4.18, constitutes a guarantee as defined therein. Such Opinion of
Counsel shall be at the expense of the Company, and the Trustee shall have a
lien under Section 7.07 for any such expense.

                                   ARTICLE TEN

                                    GUARANTEE

SECTION 10.01.    Unconditional Guarantee.

                  Each Guarantor agrees to unconditionally, jointly and
severally, guarantee to each Holder of a Security authenticated and delivered by
the Trustee, and to the Trustee and its successors and assigns, that (i) the
principal of, premium, if any, and interest on the Securities will be promptly
paid in full when due, subject to any applicable grace period, whether at
maturity, by acceleration or otherwise and interest on the overdue principal, if
any, and interest on any interest, to the extent lawful, of the Securities and
all other Obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; (ii) in case of any extension of time of payment
or renewal of any Securities 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; and (iii) all other obligations and
liabilities of the Company to the Holders, the Trustee or the Collateral Agent,
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of or in connection
with any Security Document, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all fees, charges and disbursements of
counsel to the Securityholders, the Trustee or the Collateral Agent that are
required to be paid by the Company pursuant to any Security Document) will be
promptly paid in full when due, subject, however, in the case of clauses (i),
(ii) and (iii) above, to the limitations set forth in Section 10.03. Each
Guarantor agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to


<PAGE>
                                     -105-


enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor 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 its Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and each Subsidiary Guarantee. If any Securityholder or the Trustee is
required by any court or otherwise to return to the Company, any Guarantor or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or any Guarantor, any amount paid by the Company or any Guarantor
to the Trustee or such Securityholder, each Subsidiary Guarantee to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees that, as between each Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of each Subsidiary Guarantee notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of its
Subsidiary Guarantee.

SECTION 10.02.    Severability.

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

SECTION 10.03.    Release of a Guarantor.

                  In the event of either (i) the issuance or sale of Capital
Stock of a Guarantor in compliance with this Indenture which results in the
Guarantor no longer being a Subsidiary of the Company, (ii) a Guarantor becoming
an Unrestricted Subsidiary or (iii) the sale of all or substantially all of the
assets of a Guarantor pursuant to an Asset Sale which complies with the
provisions of Section 4.12, the applicable Guarantor's Subsidiary Guarantee will
be released.

                  The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Company accompanied by an
Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 10.03. Any Guarantor not so released remains liable for the
full amount of principal of and interest on the Securities as provided in this
Article Ten.


<PAGE>
                                     -106-


SECTION 10.04.    Limitation of a Guarantor's Liability.

                  Each Guarantor and, by its acceptance hereof, each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Guarantor pursuant to its Subsidiary Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the Holders
and each Guarantor irrevocably agree that the obligations of each Guarantor
under its Subsidiary Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Subsidiary Guarantee, or pursuant to Section 10.05, result
in the obligations of such Guarantor under its Subsidiary Guarantee not
constituting such fraudulent transfer or conveyance.

SECTION 10.05.    Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution
from all other Guarantors in a pro rata amount based on the Adjusted Net Assets
of each Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Guarantor's obligations
with respect to its Subsidiary Guarantee. "Adjusted Net Assets" of a Guarantor
at any date shall mean the lesser of the amount by which (x) the fair value of
the property of such Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date),
but excluding liabilities under the Subsidiary Guarantee of such Guarantor at
such date and (y) the present fair salable value of the assets of such Guarantor
at such date exceeds the amount that will be required to pay the probable
liability of such Guarantor on its debts (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Subsidiary Guarantee of such Guarantor, as they become absolute
and matured.

SECTION 10.06.    Waiver of Subrogation.

                  Until all Subsidiary Guarantee Obligations are paid in full,
each Guarantor hereby irrevocably waives any claims or other rights which it may
now or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of such Guarantor's obligations under its
Subsidiary 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 against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract,


<PAGE>
                                     -107-


statute or common law, including, without limitation, the right to take or
receive from the Company, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security on account of such claim
or other rights. If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the Securities shall not have been paid in full, such
amount shall be deemed to have been paid to such Guarantor for the benefit of,
and held in trust for the benefit of, the Holders of the Securities, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Securities, in accordance with the terms of this Indenture.
Each Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.06 is knowingly made in contemplation of
such benefits.

SECTION 10.07.    Execution of Subsidiary Guarantees.

                  To evidence its guarantee to the Securityholders set forth in
this Article Ten, each Guarantor shall execute a Subsidiary Guarantee in
substantially the form of Exhibit G attached hereto, which shall be endorsed on
each Security ordered to be authenticated and delivered by the Trustee. Each
Guarantor agrees that its Subsidiary Guarantee set forth in this Article Ten
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of such Subsidiary Guarantee as well as a supplemental
indenture as required by Section 4.18. Each such Subsidiary Guarantee shall be
signed on behalf of each Guarantor by two Officers, or an Officer and a
secretary, treasurer, controller or an assistant secretary of the Guarantor or
one Officer shall sign and one Officer or a secretary, treasurer, controller or
an assistant secretary of the Guarantor (each of whom shall, in each case, have
been duly authorized by all requisite corporate actions) shall attest to such
Subsidiary 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
Subsidiary Guarantee on behalf of such Guarantor. Such signatures upon the
Subsidiary Guarantee may be by manual or facsimile signature of such officers
and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in
case any such officer who shall have signed the Subsidiary Guarantee shall cease
to be such officer before the Security on which such Subsidiary Guarantee is
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 Subsidiary Guarantee had not
ceased to be such officer of the Guarantor.

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

                  Each Guarantor covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive each such Guarantor
from performing its Subsidiary Guarantee as contemplated


<PAGE>
                                     -108-


herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) each such Guarantor hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.    TIA Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of Section 318(c) of the TIA, the
imposed duties shall control.

SECTION 11.02.    Notices.

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

                  if to the Company or a Guarantor:

                           Tenneco Automotive Inc.
                           500 North Field Drive
                           Lake Forest, Illinois  60045
                           Attention:  Mark A. McCollum
                                       Chief Financial Officer

                           Facsimile:  (847) 482-5180

                  with a copy to:

                           Timothy R. Donovan
                           General Counsel
                           Tenneco Automotive Inc.
                           500 North Field Drive
                           Lake Forest, Illinois  60045

                           Facsimile:  (847) 482-5040


<PAGE>
                                     -109-


                  if to the Trustee:

                           Wachovia Bank, National Association
                           5847 San Felipe, Suite 1050
                           Houston, Texas  77057
                           Attention:  Corporate Trust Department

                           Facsimile:  (713) 278-4329

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

                  Any notice or communication mailed to a Securityholder shall
be mailed to him by first class mail or other equivalent means 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 Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 11.03.    Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture,
the Securities or any Subsidiary Guarantees. The Company, the Trustee, the
Registrar and any other Person shall have the protection of TIA Section 312(c).

SECTION 11.04.    Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
or the Collateral Agent to take any action under this Indenture, the Security
Documents or the Intercreditor Agreement, the Company shall furnish to the
Trustee or the Collateral Agent, as the case may be, at the request of the
Trustee or the Collateral Agent, as the case may be:


<PAGE>
                                     -110-


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

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

SECTION 11.05.    Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, the Security Documents or
the Intercreditor Agreement, other than the Officers' Certificate required by
Section 4.08, shall include

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

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

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

                  (4) a statement as to whether or not, in the opinion of each
         such person, such condition or covenant has been complied with;
         provided, however, that with respect to matters of fact an Opinion of
         Counsel may rely on an Officers' Certificate or certificates of public
         officials.

SECTION 11.06.    Rules by Trustee, Paying Agent, Registrar.

                  The Trustee, Paying Agent or Registrar may make reasonable
rules for its functions.

SECTION 11.07.    Legal Holidays.

                  If a payment date is not a Business Day, payment may be made
on the next succeeding day that is a Business Day with the same force and effect
as if made on such payment date.

SECTION 11.08.    Governing Law.

                  THIS INDENTURE, THE SECURITIES AND ANY GUARANTEES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF


<PAGE>
                                     -111-


THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Indenture, the Securities and the Security
         Documents to which it is a party, or for recognition and enforcement of
         any judgment in respect thereof, to the non-exclusive general
         jurisdiction of the Courts of the State of New York, the courts of the
         United States of America for the Southern District of New York and
         appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar from of mail), postage
         prepaid, to such person at its address referred to in Section 11.02 or
         at such other address of which notice shall have been given pursuant
         thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

SECTION 11.09.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of any of the Company or any of its Subsidiaries or any
Guarantor. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 11.10.    No Recourse Against Others.

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company or any of its Subsidiaries or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Securities, this Indenture or any Subsidiary Guarantee or for any claim based
on, in respect of or by reason of such obligations or their


<PAGE>
                                     -112-


creations. Each Securityholder by accepting a Security waives and releases all
such liability. Such waiver and release are part of the consideration for the
issuance of the Securities.

SECTION 11.11.    Successors.

                  All agreements of the Company and any Guarantors in this
Indenture, the Securities and any Subsidiary Guarantees shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

SECTION 11.12.    Duplicate Originals.

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

SECTION 11.13.    Severability.

                  In case any one or more of the provisions in this Indenture,
in the Securities or in any Subsidiary Guarantee shall be held invalid, illegal
or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

SECTION 11.14.    Table of Contents, Headings, Etc.

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

                                 ARTICLE TWELVE

                        COLLATERAL AND SECURITY DOCUMENTS

SECTION 12.01.    Collateral and Security Documents.

                  (a) In order to secure the due and punctual payment of the
Securities, the Company and the Guarantors have entered into the Collateral
Agreement and the other Security Documents to create the Second Priority Liens
on the Collateral in accordance with the terms thereof, subject to the
Intercreditor Agreement. Pursuant to the provisions of the Collateral Agreement,
the Intercreditor Agreement, the other Security Documents and this Indenture,
the rights and remedies of the Trustee and the Holders of the Securities in the
Collateral


<PAGE>
                                     -113-


shall be subordinate and subject to the rights and remedies of the holders of
the First Priority Liens in accordance with the terms of the Collateral
Agreement, the other Security Documents and the Intercreditor Agreement. In the
event of a conflict between the terms of this Indenture and the Security
Documents, the Security Documents shall control.

                  (b) Each Holder of a Security, by accepting such Security,
agrees to all of the terms and provisions of the Collateral Agreement, the other
Security Documents and the Intercreditor Agreement.

                  (c) The Company and the Guarantors shall not, and shall not
cause or permit any of their Restricted Subsidiaries to, intentionally grant a
Lien on any of their Collateral to the collateral agent under the Credit
Agreement and/or the security agreement and other documents and instruments
entered into in connection therewith for the benefit of the lenders under the
Credit Agreement unless a Second Priority Lien is created, subject to the
Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the
Trustee (on behalf of the Trustee and the Holders of the Securities) with
respect to such property or assets and with the same (in all material respects)
priorities, consent rights and provisions regarding release of Collateral and
other provisions set forth in the Security Documents as then in effect, subject
to the Intercreditor Agreement.

                  From and after the date of this Indenture, if the Company or
any Guarantor creates any additional Lien upon any of its property to secure any
Credit Agreement Obligations, other First Priority Claims or any Other Second
Lien Obligations, it shall concurrently grant a Second Priority Lien (subject to
Permitted Liens and First Priority Liens) upon such property as security for the
Securities and execute any and all further Security Documents, financing
statements, agreements and instruments, but subject to the Intercreditor
Agreement, that grant the Collateral Agent a Second Priority Lien upon such
property for its benefit and the benefit of the Trustee and Holders and take all
such actions (including the filing and recording of financing statements,
fixture filings, Mortgages and other documents) that may be required under any
applicable law, or which the Collateral Agent or Trustee may reasonably request
to create such Second Priority Lien, all at the expense of the Company and the
Guarantors, including reasonable fees and expenses of counsel incurred by the
Trustee and the Collateral Agent in connection therewith; provided that (i) the
Company or such Guarantor shall not be required to grant or perfect, as the case
may be, a second priority Lien upon such property as security for the Securities
if a second priority Lien in such property cannot be granted or perfected, as
the case may be, under applicable law, (ii) such grant requires the consent of
any third party, which consent the Company or such Guarantor is unable to obtain
using commercially reasonable efforts or (iii) to the extent such property is
Excluded Collateral.

                  In addition, the Company and each Guarantor shall, with
respect to each parcel of real property in the United States owned by the
Company or any Guarantor that secures the Credit Agreement Obligations, other
First Priority Claims or any Other Second Lien


<PAGE>
                                     -114-


Obligations, use commercially reasonable efforts to deliver to the Collateral
Agent, for the benefit of or addressed to the Trustee or the Collateral Agent,
as applicable, the following:

                  (1) a fully executed, acknowledged, and recorded Second
         Priority Mortgage similar to those delivered on the date hereof with
         such changes as may be required under local law, subject to the
         Intercreditor Agreement;

                  (2) an opinion of local counsel in a form substantially
         similar to the opinion provided for the benefit of the Credit Agent, or
         otherwise reasonably acceptable to the Trustee and the Collateral
         Agent;

                  (3) if provided to the Credit Agent, a fully-paid title
         insurance policy (including such endorsements as the Credit Agent
         obtained in its title insurance policy) with no exceptions other than
         (i) exceptions included under the title insurance policy in favor of
         the Credit Agent, (ii) the Credit Agent's existing Lien on such
         property and other First Priority Liens and (iii) other changes
         reasonably acceptable to the Trustee;

                  (4) if provided to the Credit Agent, the most recent survey of
         each property together with either (i) an updated survey certification
         in favor of the Trustee and the Collateral Agent from the applicable
         surveyor stating that, based on a visual inspection of the property and
         the knowledge of the surveyor, there has been no change in the facts
         depicted in the survey or (ii) an affidavit from the Company and the
         Guarantors stating that there has been no change, other than, in each
         case, changes reasonably acceptable to the Trustee, in the facts
         depicted in the survey; and

                  (5) such other related deliveries and deliverables as the
         Trustee and the Collateral Agent shall reasonably require.

                  The Company and the Guarantors shall provide each of the
foregoing described in clauses (1) through (5) above at their own expense and
shall pay all reasonable fees and expenses of counsel incurred by the Trustee
and the Collateral Agent in connection with each of the foregoing.

SECTION 12.02.    Application of Proceeds of Collateral.

                  Upon any realization upon the Collateral, the proceeds thereof
shall be applied in accordance with the terms of the Security Documents and the
terms hereof, subject to the Intercreditor Agreement.

SECTION 12.03.    Possession, Use and Release of Collateral.

                  (a) Unless an Event of Default shall have occurred and be
continuing, subject to the terms of the Security Documents, the Company and the
Guarantors will have the


<PAGE>
                                     -115-


right to remain in possession and retain exclusive control of the Collateral
securing the Securities and any Subsidiary Guarantees (other than any cash,
securities, obligations and Cash Equivalents constituting part of the Collateral
and deposited with the Collateral Agent in accordance with the provisions of the
Security Documents and other than as set forth in the Security Documents), to
freely operate the Collateral and to collect, invest and dispose of any income
thereon.

                  (b) Each Holder of a Security, by accepting such Security,
acknowledges that (i) the Security Documents shall provide that so long as any
First Priority Claims (or any commitments or letters of credit in respect
thereof) are outstanding, the holders thereof shall have the exclusive right and
authority to determine the release, sale, or other disposition with respect to
the Collateral and to change, waive or vary the Security Documents, subject in
the case of changes, waivers, or variances, to the conditions specified in the
Security Documents and in Section 5.3 of the Intercreditor Agreement and (ii)
the holders of the First Priority Claims may (x) direct the Collateral Agent to
take actions with respect to the Collateral (including the release of the
Collateral and the manner of realization) without the consent of the Holders or
the Trustee and (y) agree to modify the Security Documents, without the consent
of the Holders or the Trustee, as set forth in the Intercreditor Agreement.
Subject to the terms of the Security Documents and the Intercreditor Agreement,
if at any time or from time to time Collateral which also secures the First
Priority Claims is released or otherwise disposed of pursuant to the terms of
the relevant governing documents, as applicable, such Collateral securing the
Securities and any Subsidiary Guarantees shall be automatically released or
disposed of.

                  (c) Subject to subsections (b), (d) and (e) of this Section
12.03, Collateral may be released from the Lien and security interest created by
the Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents, the Intercreditor Agreement or as provided
hereby. Whether prior to or after the Discharge of the First Priority Claims,
upon the request of the Company pursuant to an Officers' Certificate certifying
that all conditions precedent hereunder have been met and without the consent of
any Holder of the Securities, the Company and the Guarantors will be entitled to
releases of assets included in the Collateral from the Liens created by the
Security Documents securing the Securities under any one or more of the
following circumstances:

                  (1) if all other Liens on that asset securing First Priority
         Claims or any Other Second-Lien Obligations then secured by that asset
         (including all commitments thereunder) are released; provided, that
         after giving effect to the release, obligations secured by the
         First-Priority Liens on the remaining Collateral remain outstanding;
         provided, further, however, that in the event that an Event of Default
         under this Indenture of which the Credit Agent has at least one
         Business Day's notice exists as of the date on which the First Priority
         Claims release a Lien on any asset as described in this clause (1), the
         Second Priority Liens on the Collateral will not be released, except in



<PAGE>
                                     -116-


         connection with the exercise of remedies by the Credit Agent and
         thereafter, the Trustee (acting at the direction of the holders of a
         majority of outstanding principal amount of Second Priority Claims)
         will have the right to direct the Collateral Agent to foreclose upon
         the Collateral (but in such event, the Second Priority Liens will be
         released when such Event of Default and all other Events of Default
         under this Indenture cease to exist);

                  (2) to enable the Company or any Guarantor to consummate any
         sale, lease, conveyance or other disposition of any assets or rights
         permitted or not prohibited under Section 4.12 hereof;

                  (3) if the Company provides substitute collateral with at
         least an equivalent Fair Market Value as the assets included in the
         Collateral sought to be released, and such substitute collateral is
         subject to the Liens of the Security Documents and the Company or
         applicable Guarantor delivers to the Collateral Agent the following, as
         applicable:

                  (i) financing statements, agreements and instruments, but
         subject to the Intercreditor Agreement, that grant the Collateral Agent
         a Second Priority Lien upon such property for its benefit and the
         benefit of the Trustee and Holders and take all such actions (including
         the filing and recording of financing statements, fixture filings,
         Mortgages and other documents) that may be required under any
         applicable law, or which the Collateral Agent or Trustee may reasonably
         request to create such Lien, all at the expense of the Company and the
         Guarantors, including reasonable fees and expenses of counsel incurred
         by the Trustee and the Collateral Agent in connection therewith;

                  (ii) with respect each parcel of real property constituting
         substitute collateral, a fully executed, acknowledged, and recorded
         Second Priority Mortgage encumbering such parcel similar to those
         delivered on the date hereof with such changes as may be required under
         local law, subject to the Intercreditor Agreement;

                  (iii) an opinion of Company counsel and local counsel from
         each jurisdiction in which any real property constituting substitute
         collateral is located, which opinion shall be in a form substantially
         similar to those opinions delivered on the date hereof and, in the case
         of local counsel, with such changes as may be required under local law
         and otherwise reasonably acceptable to the Trustee and the Collateral
         Agent;

                  (iv) with respect to each Second Priority Mortgage encumbering
         real property constituting substitute collateral, a fully-paid title
         insurance policy (including such endorsements as are included in the
         title insurance policies delivered on the date hereof with such changes
         as may be required under local law) with no exceptions


<PAGE>
                                     -117-


         other than (a) exceptions of the type as are included in the title
         insurance policies delivered on the date hereof (b) the Credit Agent's
         existing Lien on such property and other First Priority Liens and (c)
         other changes reasonably acceptable to the Trustee;

                  (v) with respect each parcel of real property constituting
         substitute collateral, the most recent survey thereof together with
         either (a) an updated survey certification in favor of the Trustee and
         the Collateral Agent from the applicable surveyor stating that, based
         on a visual inspection of the property and the knowledge of the
         surveyor, there has been no change in the facts depicted in the survey
         or (b) an affidavit from the Company and the Guarantors stating that
         there has been no change, other than, in each case, changes reasonably
         acceptable to the Trustee, in the facts depicted in the survey; and

                  (vi) such other related deliveries and deliverables as the
         Trustee and the Collateral Agent shall reasonably require.

                  The Company and the Guarantors shall provide each of the
foregoing described in clauses (i) through (vi) above at their own expense and
shall pay all reasonable fees and expenses of counsel incurred by the Trustee
and the Collateral Agent in connection with each of the foregoing;

                  (4) if all of the stock of any of the Company's Subsidiaries
         that is pledged to the Collateral Agent is released or if any
         Subsidiary that is a Guarantor is released from its Subsidiary
         Guarantee, that Subsidiary's assets will also be released;

                  (5) in respect of assets included in the Collateral with a
         fair value, as determined in good faith by the Board of Directors of
         the Company, of up to $1.0 million in any calendar year, subject to a
         cumulative carryover for any amount not used in any prior calendar
         year;

                  (6) pursuant to an amendment, waiver or supplement pursuant to
         Article Nine hereof; or

                  (7) as provided in the Intercreditor Agreement.

                  Upon receipt of such Officers' Certificate, the Collateral
Agent shall execute, deliver or acknowledge any necessary or proper instruments
of termination, satisfaction or release to evidence the release of any
Collateral permitted to be released pursuant to this Indenture or the Security
Documents.

                  Except as otherwise provided in the Intercreditor Agreement,
no Collateral may be released from the Lien and security interest created by the
Security Documents



<PAGE>
                                     -118-


pursuant to the provisions of the Security Documents unless the Officers'
Certificate required by this Section 12.03 has been delivered to the Collateral
Agent.

                  (d) Notwithstanding any provision to the contrary in this
Indenture, subject to Section 12.03(c), Collateral comprised of (i) inventory or
(ii) accounts receivable shall be subject to release upon sales of such
inventory in the ordinary course of business, sales of such accounts receivable
pursuant to a Permitted Receivables Financing made in accordance with Section
4.03 or the collection of such accounts receivable, as the case may be. If
reasonably requested in writing by the Company, the Trustee shall instruct the
Collateral Agent to execute and deliver such documents, instruments or
statements and to take such other action as the Company may reasonably request
to evidence or confirm that such Collateral has been released from the Liens of
each of the Security Documents. The Collateral Agent shall execute and deliver
such documents, instruments and statements and shall take all such actions
promptly upon receipt of such instructions from the Trustee. The Company and the
Guarantors shall pay all reasonable fees and expenses of the Trustee and
Collateral Agent and their respective counsels in connection with each of the
foregoing.

                  (e) At any time when a Default or Event of Default has
occurred and is continuing and the maturity of the Securities has been
accelerated (whether by declaration or otherwise) and the Trustee has delivered
a notice of acceleration to the Collateral Agent, no release of Collateral
pursuant to the provisions of the Security Documents will be effective as
against the Holders of Securities, except as otherwise provided in the
Intercreditor Agreement.

SECTION 12.04.    Opinion of Counsel.

                  So long as the Security Documents have not been terminated in
accordance with the terms thereof, the Company shall deliver to the Trustee and
the Collateral Agent, so long as such delivery is required by Section 314(b) of
the TIA, on the Issue Date and thereafter, at least annually, within 30 days of
April 1 of each year (commencing with April 1, 2004), an Opinion of Counsel
either stating that in the opinion of such counsel, such action has been taken
with respect to the recording, filing, recording and refiling of this Indenture
or any Security Document as is necessary to maintain the Security Interests
granted thereunder, and reciting the details of such action, or stating that in
the opinion of such counsel, no such action is necessary to maintain such
Security Interests granted thereunder.

SECTION 12.05.    Certain Covenants Relating to Mortgaged Property

         Following the Discharge of the First Priority Claims, and in compliance
with the terms of the Security Documents, and so long as no Default or Event of
Default shall have occurred and be continuing or would result therefrom, the
Company or any Restricted Subsidiaries may, without any prior release or consent
by the Trustee, subject to the provisions of the Security Documents, grant
leases or subleases in respect of any material properties in the event



<PAGE>
                                     -119-


that the Company or the relevant Restricted Subsidiary determines, in its
reasonable business judgment, that such property is no longer useful in the
conduct of such entity's business and such leases or subleases do not materially
interfere with the ordinary course of business of the Company and its
Subsidiaries and do not materially affect the value of the property subject
thereto; provided, however, that in the case of Mortgaged Property any such
lease or sublease shall by its terms be subject and subordinate to the Lien, and
otherwise comply with the provisions, of any Second Priority Mortgage affecting
such property.

SECTION 12.06.    Trust Indenture Act Requirements.

                  The release of any Collateral from the Second Priority Lien of
any of the Security Documents or the release of, in whole or in part, the Second
Priority Liens created by any of the Security Documents, will not be deemed to
impair the Security Interests in contravention of the provisions hereof if and
to the extent the Collateral or Second Priority Liens are released pursuant to
the applicable Security Documents and pursuant to the terms hereof. Each of the
Holders of the Securities acknowledge that a release of Collateral or Liens
strictly in accordance with the terms of the Security Documents and the terms
hereof will not be deemed for any purpose to be an impairment of the Security
Documents or otherwise contrary to the terms of this Indenture. To the extent
applicable, the Company and the Guarantors will cause TIA Sections 313(b),
relating to reports, and TIA Sections 314(d), relating to the release of
property or securities from the Lien and security interest of the Security
Documents and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Security
Documents, to be complied with. Any certificate or opinion required by TIA
Sections 314(d) may be made by an Officer of the Company or Guarantors except in
cases where TIA Sections 314(d) requires that such certificate or opinion be
made by an independent Person, which Person will be an independent engineer,
appraiser or other expert selected or approved by the Trustee and the Collateral
Agent in the exercise of reasonable care.

SECTION 12.07.    Suits to Protect the Collateral.

                  Subject to the provisions of the Security Documents and the
Intercreditor Agreement, the Trustee shall have the authority to direct the
Collateral Agent to institute and to maintain such suits and proceedings as the
Trustee may deem expedient to prevent any impairment of the Collateral by any
acts which may be unlawful or in violation of any of the Security Documents or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of the
Securities in the Collateral (including suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the Security Interests or be prejudicial to the interests of the Holders
of the Securities).


<PAGE>
                                     -120-


SECTION 12.08.    Purchaser Protected.

                  In no event shall any purchaser in good faith or other
transferee of any property purported to be released hereunder be bound to
ascertain the authority of the Trustee to direct the Collateral Agent to execute
the release or to inquire as to the satisfaction of any conditions required by
the provisions hereof for the exercise of such authority or to see to the
application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any property or rights permitted
to be sold by this Article Twelve, be under obligation to ascertain or inquire
into the authority of the Company or any Guarantor, as applicable, to make any
such sale or other transfer.

SECTION 12.09.    Powers Exercisable by Receiver or Trustee.

                  In case the Collateral shall be in the possession of a
receiver or trustee, lawfully appointed, the powers conferred in this Article
Twelve upon the Company or any Guarantor, as applicable, with respect to the
release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any
Guarantor, as applicable, or of any officer or officers thereof required by the
provisions of this Article Twelve, all subject to the Intercreditor Agreement.

SECTION 12.10.    Release upon Termination of Company's Obligations.

                  In the event that the Company delivers an Officers'
Certificate and Opinion of Counsel certifying that (i) its obligations under
this Indenture have been satisfied and discharged by complying with the
provisions of Article VIII or (ii) the Company has paid in full the principal
of, accrued and unpaid interest and liquidated damages, if any, on the
Securities and all other Obligations under this Indenture, the Subsidiary
Guarantees and the Security Documents that are due and payable at or prior to
the time such principal, accrued and unpaid interest and liquidated damages, if
any, are paid, the Trustee shall (i) execute and deliver such releases,
termination statements and other instruments (in recordable form, where
appropriate) as the Company or any Guarantor, as applicable, may reasonably
request to evidence the termination of the Security Interests created by the
Security Documents and (ii) not be deemed to hold the Security Interests for its
benefit and the benefit of the Holders of the Securities.

SECTION 12.11.    Collateral Agent.

                  (a) The Trustee is hereby appointed and shall act as
Collateral Agent and shall be authorized to appoint co-Collateral Agents as
necessary in its sole discretion. Neither the Collateral Agent nor any of its
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon


<PAGE>
                                     -121-


the request of any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The powers conferred on the
Collateral Agent hereunder are solely to protect the Collateral Agent's interest
in the Collateral and shall not impose any duty upon the Collateral Agent to
exercise any such powers. The Collateral Agent shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers,
and neither the Collateral Agent nor any of its officers, directors, employees
or agents shall be responsible for any act or failure to act hereunder or under
the Security Documents, except for its own gross negligence or willful
misconduct.

                  (b) The Trustee, as Collateral Agent and as Trustee, as the
case may be, is authorized and directed to (i) enter into the Security Documents
and the Intercreditor Agreement, (ii) bind the Holders on the terms as set forth
therein and (iii) perform and observe its obligations under the Security
Documents and the Intercreditor Agreement.

                  (c) If the Company or the Guarantors (i) incur Indebtedness
constituting Credit Agreement Obligations or other First Priority Claims at any
time when no Intercreditor Agreement is in effect or at any time when
Indebtedness constituting Credit Agreement Obligations or other First Priority
Claims entitled to the benefit of an existing Intercreditor Agreement is
concurrently retired, and (ii) deliver to the Collateral Agent an Officers'
Certificate so stating and requesting the Collateral Agent to enter into the
Intercreditor Agreement or an intercreditor agreement substantially in the form
of the Intercreditor Agreement in favor of a designated agent or representative
for the holders of the Indebtedness so incurred, the Collateral Agent shall (and
is hereby authorized and directed to) enter into such Intercreditor Agreement,
bind the Holders on the terms set forth therein, and perform and observe its
obligations thereunder.

                  (d) Subject to the Intercreditor Agreement, if (i) the Company
or the Guarantors at any time incur any Indebtedness constituting Other
Second-Lien Obligations, (ii) the indenture or agreement governing such
Indebtedness provides that, notwithstanding the date, manner or order of grant,
attachment or perfection of any Liens granted to the Collateral Agent under the
Security Documents (the "Liens Securing Note Obligations") or granted to the
holders of Other Second-Lien Obligations or any agent or representative for the
holders of Other Second-Lien Obligations (the "Liens Securing Other Second-Lien
Obligations"), the Liens Securing Note Obligations and the Liens Securing Other
Second-Lien Obligations shall be of equal dignity, priority and rank, (iii) the
Company and the Guarantors deliver to the Collateral Agent an Officer's
Certificate so stating and requesting that the Collateral Agent assign or
transfer the Liens Securing Note Obligations to a Common Collateral Agent
identified therein and (iv) the Company and the Guarantors deliver to the
Collateral Agent an Opinion of Counsel stating that, in the opinion of such
counsel, the Common Collateral Agent is empowered and obligated (on
substantially the terms applicable to the Collateral Agent pursuant to this
Indenture and the Security Documents, including, without limitation, the
Intercreditor Agreement) to hold the Liens Securing Note Obligations and all
Liens Securing Other-Second


<PAGE>
                                     -122-


Lien Obligations and all proceeds of all such Liens for the equal and ratable
benefit of the holders of all Obligations secured thereby and further confirming
as to all such Liens each of the matters referred to in Section 12.04, giving
effect to the assignment or transfer requested in such Officer's Certificate,
then (A) the Liens Securing Note Obligations shall be of equal dignity, priority
and rank with all such Liens Securing Other Second-Lien Obligations and (B) the
Collateral Agent shall assign or transfer the Liens Securing Note Obligations to
the Common Collateral Agent as requested in such Officer's Certificate.

                  (e) The Company shall provide written notice to the Trustee
and the Collateral Agent of any change in the Credit Agent under the
Intercreditor Agreement and of any change in the notice address of the Credit
Agent, in each case within two Business Days of the Company becoming aware of
any such change.

SECTION 12.12.    Post-Closing Filings; Further Assurances.

                  (a) The Company and each Guarantor shall maintain the Second
Priority Liens as perfected security interests having at least the priority and
perfection required by the Security Documents and as perfected Second Priority
Mortgage Liens and shall defend such security interests against the claims and
demands of all Persons whomsoever, other than the holders of the First Priority
Liens and Permitted Liens and subject to the Intercreditor Agreement.

                  (b) The Company and each Guarantor will furnish to the
Collateral Agent and the Holders from time to time statements and schedules
further identifying and describing their assets and property constituting
Collateral and such other reports in connection therewith as the Collateral
Agent may reasonably request, all in reasonable detail.

                  (c) Subject to the priority of the First Priority Liens and
subject to the terms of the Intercreditor Agreement, at any time and from time
to time, upon the written request of the Collateral Agent, and at the sole
expense of the Company or such Guarantor, the Company and each Guarantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of the Security Documents and of the rights and powers therein granted.

                  (d) The Company is currently the fee owner of a certain parcel
of real property located at 515 W. Mill Street in Culver, Indiana 46511 which,
as part of the First Priority Collateral, is encumbered by a mortgage in favor
of JPMorgan Chase Bank (as successor by merger to The Chase Manhattan Bank), as
administrative agent. The Company is currently contemplating a sale of this
property. In the event that the Company does not consummate the sale of the
Culver, Indiana property prior to the date which is 180 days from the date
hereof in accordance with the provisions of the Indenture and the Credit
Agreement, the Company covenants and agrees that, within 210 days from the date
hereof the Culver, Indiana


<PAGE>
                                     -123-


property shall become a Mortgaged Property and the Company shall, with regard to
the Culver, Indiana property (i) deliver to the Trustee a Second Priority
Mortgage encumbering such property and (ii) comply with all other requirements
and deliver the other documents specified in Section (5)(p) of the Purchase
Agreement with regard to such Mortgaged Property, the terms of which are
incorporated herein by reference to the same extent as fully set forth in
Section (5)(p) of the Purchase Agreement except that each reference therein to
the "Representative" shall be deemed to be a reference to the Trustee hereunder.

SECTION 12.13.    Taking and Destruction.

                  Following Discharge of the First Priority Claims, upon any
Taking or Destruction of any Collateral, all Net Insurance Proceeds received by
the Company or any Guarantor shall be deemed Net Cash Proceeds and shall be
applied in accordance with Section 4.12 (except that references to "270 days"
and "271st day" shall be deemed to be replaced with "360 days" and "361st day").

SECTION 12.14.    Designations.

                  For purposes of the provisions hereof and the Intercreditor
Agreement requiring the Company to designate Indebtedness for the purposes of
the term "First Priority Claims," "Other Second-Lien Obligations" or any other
such designations hereunder or under the Intercreditor Agreement, any such
designation shall be sufficient if the relevant designation is set forth in
writing, signed on behalf of the Company by an Officer and delivered to the
Trustee and the Credit Agent. For all purposes hereof and the Intercreditor
Agreement, the Company hereby designates any Obligations in respect of the
Credit Agreement as "Credit Agreement Obligations."

                            [Signature Pages Follow]




<PAGE>
                                      S-1


                                   SIGNATURES

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


                                     TENNECO AUTOMOTIVE INC.


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



                                     TENNECO AUTOMOTIVE OPERATING
                                       COMPANY INC., as Guarantor


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



                                     THE PULLMAN COMPANY, as Guarantor


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



                                     CLEVITE INDUSTRIES INC., as Guarantor


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



                                     TENNECO GLOBAL HOLDINGS INC., as Guarantor


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


<PAGE>
                                      S-2


                                     TMC TEXAS INC., as Guarantor


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



                                     TENNECO INTERNATIONAL HOLDING CORP., as
                                        Guarantor


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



                                     WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                        Trustee


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




<PAGE>
                                      S-3


                  The undersigned Deutsche Bank National Trust Company hereby
acknowledges its agreement to become successor Trustee pursuant to Section 7.08
and that it shall become successor Trustee and a party to this Indenture as set
forth therein without any further action in accordance with the terms of Section
7.08.




                                     DEUTSCHE BANK NATIONAL
                                         TRUST COMPANY, as Successor Trustee


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

<PAGE>

                                                                       EXHIBIT A


                           [FORM OF SERIES A SECURITY]


                  THIS NOTE (AND ANY GUARANTEE THEREOF) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND NEITHER
THIS SECURITY (NOR ANY GUARANTEE THEREOF) NOR ANY INTEREST OR PARTICIPATION
HEREIN (OR THEREIN) MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS
SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE THERETO UNDER RULE 144(k) UNDER THE SECURITIES ACT
WHICH IS APPLICABLE TO THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE")
OTHER THAN (1) TO THE ISSUER OR ITS SUBSIDIARIES, (2) SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY IF THIS SECURITY IS NOT
IN BOOK-ENTRY FORM), (3) TO A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION" (AS
SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY IF
THIS SECURITY IS NOT IN BOOK-ENTRY FORM), (4) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHT OF THE



                                      A-1
<PAGE>



ISSUER OR THE TRUSTEE FOR THE SECURITIES PRIOR TO ANY SUCH SALE, PLEDGE OR OTHER
TRANSFER PURSUANT TO CLAUSE (4) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER ON OR AFTER THE RESALE
RESTRICTION TERMINATION DATE.



                                      A-2
<PAGE>

                             TENNECO AUTOMOTIVE INC.

                          10 1/4% Senior Secured Notes
                           due July 15, 2013, Series A

                                                                 CUSIP No.:

No. [   ]                                                        $[           ]

                  TENNECO AUTOMOTIVE INC., a Delaware corporation (the
"Company," which term includes any successor corporation), for value received
promises to pay to Cede & Co. or registered assigns, the principal sum of [   ]
Dollars, on July 15, 2013.

                  Interest Payment Dates: January 15 and July 15, commencing
[        ].

Record Dates:  January 1 and July 1.

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




                                      A-3
<PAGE>

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

Dated:  [                    ]


                                     TENNECO AUTOMOTIVE INC.


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


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





                                      A-4
<PAGE>


                  This is one of the 10 1/4% Senior Secured Notes due 2013,
Series A, described in the within-mentioned Indenture.

Dated:  [                     ]


                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as Trustee


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




                                      A-5
<PAGE>
                             (REVERSE OF SECURITY)

                            TENNECO AUTOMOTIVE INC.


                          10 1/4% Senior Secured Notes
                          due July 15, 2013, Series A

1.       Interest.

                  TENNECO AUTOMOTIVE INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest semi-annually on
January 15 and July 15 of each year (an "Interest Payment Date"), commencing [
]. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from [ ]. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate borne by the Securities plus 2% and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful.

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Securities are canceled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.       Paying Agent and Registrar.

                  Initially, Wachovia Bank, National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of June 19, 2003 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date



                                      A-6
<PAGE>

of the Indenture until such time as the Indenture is qualified under the TIA,
and thereafter as in effect on the date on which the Indenture is qualified
under the TIA. Notwithstanding anything to the contrary herein, the Securities
are subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of them.

5.       Optional Redemption.

                  The Securities will be redeemable, at the Company's option, in
whole at any time or in part from time to time, on and after July 15, 2008 upon
not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on July 15 of the applicable year set
forth below, plus, in each case, accrued and unpaid interest, if any, to the
date of redemption:

<Table>
<Caption>
         Year                                                  Percentage
         ----                                                  ----------
<S>                                                            <C>
         2008........................................             105.125%
         2009........................................             103.417%
         2010........................................             101.708%
         2011 and thereafter.........................             100.000%
</Table>

6.       Optional Redemption upon Equity Offerings.

                  At any time, or from time to time, on or prior to July 15,
2006, the Company may, at its option, use all or any portion of the net cash
proceeds of one or more Equity Offerings (as defined below) to redeem up to 35%
of the aggregate principal amount of the Securities issued at a redemption price
equal to 110.25% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of redemption; provided that at least 65% of the
aggregate principal amount of Securities issued remains outstanding immediately
after any such redemption. In order to effect the foregoing redemption with the
proceeds of any Equity Offering, the Company shall make such redemption not more
than 180 days after the consummation of any such Equity Offering.

                  As used in the preceding paragraph, "Equity Offering" means
any public or private sale of the common stock of the Company, other than any
public offering with respect to the Company's common stock registered on Form
S-8 or other issuances upon exercise of options by employees of the Company or
any of its Restricted Subsidiaries.

7.       Notice of Redemption.

                  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 such Holder's registered address. Securities in denominations of
$1,000 may be redeemed only in whole. The Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Securities that have denominations larger than $1,000.



                                      A-7
<PAGE>
                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

8.       Change of Control Offer.

                  Upon the occurrence of a Change of Control, the Company will
be required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of repurchase.

9.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions, obligated to
make an offer to purchase Securities at 100% of their principal amount plus
accrued and unpaid interest to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

10.      Denominations; Transfer; Exchange.

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

11.      Persons Deemed Owners.

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

12.      Unclaimed Funds.

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



                                      A-8
<PAGE>

13.      Legal Defeasance and Covenant Defeasance.

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

14.      Amendment; Supplement; Waiver.

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

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and certain of its subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to issue preferred
or other capital stock of subsidiaries, to sell assets, to permit restrictions
on dividends and other payments by subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets, to engage in transactions
with affiliates or to engage in certain businesses. The limitations are subject
to a number of important qualifications and exceptions.

16.      Defaults and Remedies.

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



                                      A-9
<PAGE>
17.      Trustee Dealings with Company.

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

18.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company shall have any liability for any obligation 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 Holder of a
Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.

19.      Authentication.

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

20.      Abbreviations and Defined Terms.

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

21.      CUSIP Numbers.

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

22.      Registration Rights.

                  Pursuant to the Registration Rights Agreement, the Company
will be obligated upon the occurrence of certain events to consummate an
exchange offer pursuant to which the Holder of this Security shall have the
right to exchange this Series A Security for the Company's 10 1/4% Senior
Secured Notes due 2013, Series B (the "Series B Securities"), which have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respects as the Series A Securities. The Holders shall
be entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.



                                      A-10
<PAGE>

23.      Security.

                  The Company's and Guarantors' obligations under the Securities
are secured by Second Priority Liens on the Collateral pursuant to the terms of
the Security Documents and the Intercreditor Agreement. The actions of the
Trustee and the Holders of the Securities secured by such Second Priority Liens
and the application of proceeds from the enforcement of any remedies with
respect to such Collateral are limited pursuant to the terms of the Security
Documents and the Intercreditor Agreement.

                  The Company will furnish to any Holder of a Security upon
written request and without charge a copy of the Indenture. Requests may be made
to TENNECO AUTOMOTIVE INC., 500 North Field Drive, Lake Forest, IL 60045,
Attention: Chief Financial Officer.




                                      A-11
<PAGE>
                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

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

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

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



and irrevocably appoint _______________________________________________________
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.


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

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



                                      A-12
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.12 or Section 4.21 of the Indenture, check the
appropriate box:

                  Section 4.12 [      ] Section 4.21 [      ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.12 or Section 4.21 of the
Indenture, state the amount: $_____________

Date:                                 Your Signature:
      ----------------                               ---------------------------
                                                     (Sign exactly as your name
                                                      appears on the other side
                                                      of this Security)


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



                                      A-13
<PAGE>
                                                                       EXHIBIT B


                           [FORM OF SERIES B SECURITY]

                             TENNECO AUTOMOTIVE INC.


                          10 1/4% Senior Secured Notes
                           due July 15, 2013, Series B

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

                  TENNECO AUTOMOTIVE INC., a Delaware corporation (the
"Company," which term includes any successor corporation), for value received
promises to pay to Cede & Co. or registered assigns, the principal sum of [ ]
Dollars, on July 15, 2013.

                  Interest Payment Dates:  January 15 and July 15, commencing
[              ].

                  Record Dates:  January 1 and July 1.

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




                                      B-1
<PAGE>
                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Dated:  [              ]


                                     TENNECO AUTOMOTIVE INC.


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


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





                                      B-2
<PAGE>
                  This is one of the 10 1/4% Senior Secured Notes due 2013,
Series B, described in the within-mentioned Indenture.

Dated:  [                ]


                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Trustee


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




                                      B-3
<PAGE>
                              (REVERSE OF SECURITY)

                             TENNECO AUTOMOTIVE INC.


                          10 1/4% Senior Secured Notes
                           due July 15, 2013, Series B


1.       Interest.

                  TENNECO AUTOMOTIVE INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest semi-annually on
January 15 and July 15 of each year (an "Interest Payment Date"), commencing [
]. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from [ ]. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate borne by the Securities plus 2% and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful.

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Securities are canceled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.       Paying Agent and Registrar.

                  Initially, Wachovia Bank, National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of June 19, 2003 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities



                                      B-4
<PAGE>

include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture until such time as the
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which the Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of them.

5.       Optional Redemption.

                  The Securities will be redeemable, at the Company's option, in
whole at any time or in part from time to time, on and after July 15, 2008 upon
not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on July 15 of the applicable year set
forth below, plus, in each case, accrued and unpaid interest, if any, to the
date of redemption:

<Table>
<Caption>
      Year                                                  Percentage
      ----                                                  ----------
<S>                                                            <C>
      2008........................................             105.125%
      2009........................................             103.417%
      2010........................................             101.708%
      2011 and thereafter.........................             100.000%
</Table>

6.       Optional Redemption upon Equity Offerings.

                  At any time, or from time to time, on or prior to July 15,
2006, the Company may, at its option, use all or any portion of the net cash
proceeds of one or more Equity Offerings (as defined below) to redeem up to 35%
of the aggregate principal amount of the Securities issued at a redemption price
equal to 110.25% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of redemption; provided that at least 65% of the
aggregate principal amount of Securities issued remains outstanding immediately
after any such redemption. In order to effect the foregoing redemption with the
proceeds of any Equity Offering, the Company shall make such redemption not more
than 180 days after the consummation of any such Equity Offering.

                  As used in the preceding paragraph, "Equity Offering" means
any public or private sale of the common stock of the Company, other than any
public offering with respect to the Company's common stock registered on Form
S-8 or other issuances upon exercise of options by employees of the Company or
any of its Restricted Subsidiaries.

7.       Notice of Redemption.

                  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 such Holder's registered address. Securities in denominations of
$1,000 may be redeemed only in whole. The



                                      B-5
<PAGE>

Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption.

8.       Change of Control Offer.

                  Upon the occurrence of a Change of Control, the Company will
be required to offer to purchase all of the outstanding Securities at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of repurchase.

9.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions, obligated to
make an offer to purchase Securities at 100% of their principal amount plus
accrued and unpaid interest to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

10.      Denominations; Transfer; Exchange.

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

11.      Persons Deemed Owners.

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

12.      Unclaimed Funds.

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



                                      B-6
<PAGE>

13.      Legal Defeasance and Covenant Defeasance.

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

14.      Amendment; Supplement; Waiver.

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

15.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and certain of its subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to issue preferred
or other capital stock of subsidiaries, to sell assets, to permit restrictions
on dividends and other payments by subsidiaries to the Company, to consolidate,
merge or sell all or substantially all of its assets, to engage in transactions
with affiliates or to engage in certain businesses. The limitations are subject
to a number of important qualifications and exceptions.

16.      Defaults and Remedies.

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



                                      B-7
<PAGE>

17.      Trustee Dealings with Company.

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

18.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company shall have any liability for any obligation 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 Holder of a
Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.

19.      Authentication.

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

20.      Abbreviations and Defined Terms.

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

21.      CUSIP Numbers.

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

22.      Security.

                  The Company's and Guarantors' obligations under the Securities
are secured by Second Priority Liens on the Collateral pursuant to the terms of
the Security Documents and the Intercreditor Agreement. The actions of the
Trustee and the Holders of the Securities secured by such Second Priority Liens
and the application of proceeds from the enforcement of any remedies with
respect to such Collateral are limited pursuant to the terms of the Security
Documents and the Intercreditor Agreement.

                  The Company will furnish to any Holder of a Security upon
written request and without charge a copy of the Indenture. Requests may be made
to: TENNECO AUTOMOTIVE INC., 500 North Field Drive, Lake Forest, IL 60045,
Attention: Chief Financial Officer.




                                      B-8
<PAGE>

                                 ASSIGNMENT FORM


I or we assign and transfer this Security to

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

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

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

and irrevocably appoint _______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


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

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



                                      B-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.12 or Section 4.21 of the Indenture, check the
appropriate box:

                  Section 4.12 [      ] Section 4.21 [      ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.12 or Section 4.21 of the
Indenture, state the amount: $_____________

Date:                                Your Signature:
      ----------------                              ---------------------------
                                                    (Sign exactly as your name
                                                     appears on the other side
                                                     of this Security)


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



                                      B-10
<PAGE>

                                                                       EXHIBIT C

                      FORM OF LEGEND FOR GLOBAL SECURITIES


                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Security) in substantially the following form:

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

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




                                      C-1
<PAGE>
                                                                       EXHIBIT D


                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES


                  Re:  10 1/4% Senior Secured Notes due 2013, Series A,
                       and 10 1/4% Senior Secured Notes due 2013,
                       Series B (the "Securities"), of Tenneco Automotive Inc.


                  This Certificate relates to $_______ principal amount of
Securities held in the form of* ___ a beneficial interest in a Global Security
or* _______ Physical Securities by ______ (the "Transferor").

The Transferor:*

                  [ ] has requested by written order that the Registrar deliver
in exchange for its beneficial interest in the Global Security held by the
Depositary a Physical Security or Physical Securities in definitive, registered
form of authorized denominations and an aggregate number equal to its beneficial
interest in such Global Security (or the portion thereof indicated above); or

                  [ ] has requested by written order that the Registrar exchange
or register the transfer of a Physical Security or Physical Securities.

                  In connection with such request and in respect of each such
Security, the Transferor does hereby certify that the Transferor is familiar
with the Indenture relating to the above captioned Securities and the
restrictions on transfers thereof as provided in Section 2.16 of such Indenture,
and that the transfer of this Securities does not require registration under the
Securities Act of 1933, as amended (the "Act") because*:

                  [ ] Such Security is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.16(a)(II)(A) or Section
2.16(d)(i)(A) of the Indenture).

                  [ ] Such Security is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Act), in reliance on
Rule 144A.

                  [ ] Such Security is being transferred to an institutional
"accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or
(7) of Rule 501 under the Act.


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

*     Check applicable box.



                                      D-1
<PAGE>
                  [ ] Such Security is being transferred in reliance on
Regulation S under the Act

                  [ ] Such Security is being transferred in reliance on Rule 144
under the Act.

                  [ ] Such Security is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the Act other
than Rule 144A or Rule 144 or Regulation S under the Act to a person other than
an institutional "accredited investor."



                                         --------------------------------------
                                         [INSERT NAME OF TRANSFEROR]



                                         By:
                                            -----------------------------------
                                                   [Authorized Signatory]


Date:
     -----------------------



                                      D-2
<PAGE>

                                                                       EXHIBIT E


                            Form of Certificate To Be
                          Delivered in Connection with
                 Transfers to Institutional Accredited Investors


                                                           ---------------, ----

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas  77057

Attention:  Corporate Trust Department

                  Re:      Tenneco Automotive Inc. (the "Company") Indenture
                           (the "Indenture") relating to 10 1/4% Senior Secured
                           Notes due 2013, Series A, or 10 1/4% Senior Secured
                           Notes due 2013, Series B


Ladies and Gentlemen:

                  In connection with our proposed purchase of 10 1/4% Senior
Secured Notes due 2013, Series A, or 10 1/4% Senior Secured Notes due 2013,
Series B (the "Securities"), of Tenneco Automotive Inc. (the "Company"), we
confirm that:

                  1. We have received such information as we deem necessary in
         order to make our investment decision.

                  2. We understand that any subsequent transfer of the
         Securities is subject to certain restrictions and conditions set forth
         in the Indenture and the undersigned agrees to be bound by, and not to
         resell, pledge or otherwise transfer the Securities except in
         compliance with, such restrictions and conditions and the Securities
         Act of 1933, as amended (the "Securities Act").

                  3. We understand that the offer and sale of the Securities
         have not been registered under the Securities Act, and that the
         Securities may not be offered or sold within the United States or to,
         or for the account or benefit of, U.S. persons except as permitted in
         the following sentence. We agree for the benefit of the issuer that
         this Security may not be offered, sold, pledged or otherwise
         transferred prior to the expiration of the holding period applicable
         thereto under Rule 144(k) under the Securities Act which is applicable
         to this Security (the "Resale Restriction Termination Date") other than
         (1) to the issuer or its subsidiaries, (2) so long as this Security is
         eligible for resale pursuant to Rule 144A under the Securities Act
         ("Rule 144A"), to a person





                                      E-1
<PAGE>

         whom the seller reasonably believes is a "Qualified Institutional
         Buyer" within the meaning of Rule 144A purchasing for its own account
         or for the account of a Qualified Institutional Buyer, in each case to
         whom notice is given that the resale, pledge or other transfer is being
         made in reliance on Rule 144A (as indicated by the box checked by the
         transferor on the certificate of transfer on the reverse of this
         Security if this Security is not in book-entry form), (3) to a
         non-"U.S. person" in an "Offshore Transaction" (as such terms are
         defined in Regulation S under the Securities Act) in accordance with
         Regulation S under the Securities Act (as indicated by the box checked
         by the transferor on the certificate of transfer on the reverse of this
         Security if this Security is not in book-entry form), (4) pursuant to
         any other available exemption from the registration requirements of the
         Securities Act, including the exemption provided by Rule 144 under the
         Securities Act, if available, or (5) pursuant to an effective
         registration statement under the Securities Act, subject in each of the
         foregoing cases to any requirement of law that the disposition of its
         property or the property of such investor account or accounts be at all
         times within its or their control, and subject to the right of the
         issuer or the Trustee for the Securities prior to any such sale, pledge
         or other transfer pursuant to clause (4) above to require the delivery
         of an opinion of counsel, certifications and/or other information
         satisfactory to each of them. This legend will be removed upon request
         of the holder on or after the Resale Restriction Termination Date.

                  4. We understand that, on any proposed resale of Securities,
         we will be required to furnish to the Trustee and the Company, such
         certification, legal opinions and other information as the Trustee and
         the Company may reasonably require to confirm that the proposed sale
         complies with the foregoing restrictions. We further understand that
         the Securities purchased by us will bear a legend to the foregoing
         effect.

                  5. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Securities, and we and any accounts for which we are
         acting are each able to bear the economic risk of our or their
         investment, as the case may be.

                  6. We are acquiring the Securities purchased by us for our
         account or for one or more accounts (each of which is an institutional
         "accredited investor") as to each of which we exercise sole investment
         discretion.




                                      E-2
<PAGE>

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                              Very truly yours,

                              [Name of Transferee]


                              By:
                                 ----------------------------------------------
                                              [Authorized Signatory]




                                      E-3
<PAGE>
                                                                       EXHIBIT F


                            Form of Certificate To Be
                             Delivered in Connection
                           with Regulation S Transfers


                                                           ---------------, ----

Wachovia Bank, National Association
5847 San Felipe, Suite 1050
Houston, Texas  77057

Attention:  Corporate Trust Department


                  Re:      Tenneco Automotive Inc. (the "Company")
                           10 1/4% Senior Secured Notes due 2013,
                           Series A, and 10 1/4% Senior Secured Notes
                           due 2013, Series B (the "Securities")


Dear Sirs:

                  In connection with our proposed sale of $____________
aggregate principal amount of the Securities, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent
that:

                  (1) the offer of the Securities was not made to a person in
         the United States;

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated offshore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903(b) or Rule
         904(b) of Regulation S, as applicable;

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act; and



                                      F-1
<PAGE>
                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Securities.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.


                                      Very truly yours,

                                      [Name of Transferor]


                                      By:
                                         --------------------------------------
                                                  [Authorized Signatory]




                                      F-2
<PAGE>
                                                                       EXHIBIT G


                         [FORM OF SUBSIDIARY GUARANTEE]


                  Each undersigned Guarantor (as defined in the Indenture
referred to in the Security upon which this notation is endorsed and each
referred to as the "Guarantor," which term includes any successor person under
the Indenture) unconditionally guarantees on a senior basis as set forth in the
Indenture (such guarantee by the Guarantor being referred to herein as a
"Subsidiary Guarantee") (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 Ten 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 stockholder, officer, director or incorporator, as such,
past, present or future, of the Guarantor shall have any liability under the
Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.

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



                                      G-1