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                                    INDENTURE

                           Dated as of April 30, 1999

                                     Between

              GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., as Issuer

                                       and

                U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

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

                                  $100,000,000

              10 5/8% Senior Subordinated Notes due 2009, Series A
              10 5/8% Senior Subordinated Notes due 2009, Series B

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                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

TRUST INDENTURE                                                    INDENTURE
  ACT SECTION                                                       SECTION
---------------                                                    ---------
<S>                                                                  <C> 
'SS' 310(a)(1)..................................................     7.10
        (a)(2)..................................................     7.10
        (a)(3)..................................................     N.A.
        (a)(4)..................................................     N.A.
        (a)(5)..................................................     7.08, 7.10.
        (b).....................................................     7.08; 7.10; 11.02
        (c).....................................................     N.A.
'SS' 311(a).....................................................     7.11
        (b).....................................................     7.11
        (c).....................................................     N.A.
'SS' 312(a).....................................................     2.05
        (b).....................................................     11.03
        (c).....................................................     11.03
'SS' 313(a).....................................................     7.06
        (b)(1)..................................................     7.06
        (b)(2)..................................................     7.06
        (c).....................................................     7.06; 11.02
        (d).....................................................     7.06
'SS' 314(a).....................................................     4.11; 4.12; 11.02
        (b).....................................................     N.A.
        (c)(1)..................................................     11.04
        (c)(2)..................................................     11.04
        (c)(3)..................................................     N.A.
        (d).....................................................     N.A.
        (e).....................................................     11.05
        (f).....................................................     N.A.
'SS' 315(a).....................................................     7.01(b)
        (b).....................................................     7.05; 11.02
        (c).....................................................     7.01(a)
        (d).....................................................     7.01(c)
        (e).....................................................     6.11
'SS' 316(a)(last sentence)......................................     2.09
        (a)(1)(A)...............................................     6.05
        (a)(1)(B)...............................................     6.04
        (a)(2)..................................................     N.A.
        (b).....................................................     6.07
        (c).....................................................     10.04
'SS' 317(a)(1)..................................................     6.08
        (a)(2)..................................................     6.09
        (b).....................................................     2.04
'SS' 318(a)....................................................     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.



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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>              <C>                                                              <C>
SECTION 1.01.    Definitions.........................................................1
SECTION 1.02.    Incorporation by Reference of Trust Indenture Act..................30
SECTION 1.03.    Rules of Construction..............................................31

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.    Form and Dating....................................................31
SECTION 2.02.    Execution and Authentication.......................................33
SECTION 2.03.    Registrar and Paying Agent.........................................34
SECTION 2.04.    Paying Agent To Hold Assets in Trust...............................34
SECTION 2.05.    Securityholder Lists...............................................35
SECTION 2.06.    Transfer and Exchange..............................................35
SECTION 2.07.    Replacement Securities.............................................36
SECTION 2.08.    Outstanding Securities.............................................36
SECTION 2.09.    Treasury Securities................................................37
SECTION 2.10.    Temporary Securities...............................................37
SECTION 2.11.    Cancellation.......................................................38
SECTION 2.12.    Defaulted Interest.................................................38
SECTION 2.13.    CUSIP Number.......................................................38
SECTION 2.14.    Deposit of Moneys..................................................39
SECTION 2.15.    Book-Entry Provisions for Global Securities........................39
SECTION 2.16.    Registration of Transfers and Exchanges............................40

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.    Notices to Trustee.................................................46
SECTION 3.02.    Selection of Securities To Be Redeemed.............................46
SECTION 3.03.    Notice of Redemption...............................................46
SECTION 3.04.    Effect of Notice of Redemption.....................................47
SECTION 3.05.    Deposit of Redemption Price........................................48
SECTION 3.06.    Securities Redeemed in Part........................................48
</TABLE>

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                                                                                   PAGE
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                                  ARTICLE FOUR

                                    COVENANTS

<S>              <C>                                                               <C>
SECTION 4.01.    Payment of Securities..............................................48
SECTION 4.02.    Maintenance of Office or Agency....................................49
SECTION 4.03.    Transactions with Affiliates.......................................49
SECTION 4.04.    Limitation on Incurrence of Indebtedness and
                    Preferred Equity Interests......................................50
SECTION 4.05.    Disposition of Proceeds of Asset Sales.............................53
SECTION 4.06.    Limitation on Restricted Payments..................................55
SECTION 4.07.    Corporate Existence................................................59
SECTION 4.08.    Payment of Taxes and Other Claims..................................59
SECTION 4.09.    Notice of Defaults.................................................60
SECTION 4.10.    Maintenance of Properties and Insurance............................60
SECTION 4.11.    Compliance Certificate.............................................61
SECTION 4.12.    Provision of Financial Information.................................61
SECTION 4.13.    Waiver of Stay, Extension or Usury Laws............................62
SECTION 4.14.    Change of Control..................................................62
SECTION 4.15.    Limitation on Senior Subordinated Indebtedness.....................63
SECTION 4.16.    Limitations on Dividend and Other Payment
                    Restrictions Affecting Restricted Subsidiaries..................63
SECTION 4.17.    Designation of Unrestricted Subsidiaries...........................65
SECTION 4.18.    Limitation on Liens................................................66
SECTION 4.19.    Limitation on Lines of Business....................................66
SECTION 4.20.    Ownership of GCSAP.................................................67

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.    Mergers, Sale of Assets, etc.......................................67
SECTION 5.02.    Successor Corporation Substituted..................................68

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.    Events of Default..................................................68
SECTION 6.02.    Acceleration.......................................................70
SECTION 6.03.    Other Remedies.....................................................71
SECTION 6.04.    Waiver of Default..................................................72
</TABLE>

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<CAPTION>
                                                                                   PAGE
                                                                                   ----

<S>              <C>                                                               <C>
SECTION 6.05.    Control by Majority................................................72
SECTION 6.06.    Limitation on Suits................................................73
SECTION 6.07.    Rights of Holders To Receive Payment...............................73
SECTION 6.08.    Collection Suit by Trustee.........................................73
SECTION 6.09.    Trustee May File Proofs of Claim...................................74
SECTION 6.10.    Priorities.........................................................74
SECTION 6.11.    Undertaking for Costs..............................................75

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.    Duties of Trustee..................................................75
SECTION 7.02.    Rights of Trustee..................................................76
SECTION 7.03.    Individual Rights of Trustee.......................................77
SECTION 7.04.    Trustee's Disclaimer...............................................78
SECTION 7.05.    Notice of Defaults.................................................78
SECTION 7.06.    Reports by Trustee to Holders......................................78
SECTION 7.07.    Compensation and Indemnity.........................................78
SECTION 7.08.    Replacement of Trustee.............................................80
SECTION 7.09.    Successor Trustee by Merger, etc...................................81
SECTION 7.10.    Eligibility; Disqualification......................................81
SECTION 7.11.    Preferential Collection of Claims Against Company..................81

                               ARTICLE EIGHT

                        SUBORDINATION OF SECURITIES

SECTION 8.01.    Securities Subordinated to Senior Indebtedness.....................82
SECTION 8.02.    No Payment on Securities in Certain Circumstances..................82
SECTION 8.03.    Payment Over of Proceeds upon Dissolution, etc.....................83
SECTION 8.04.    Subrogation........................................................85
SECTION 8.05.    Obligations of Company Unconditional...............................85
SECTION 8.06.    Notice to Trustee..................................................86
SECTION 8.07.    Reliance on Judicial Order or Certificate of
                    Liquidating Agent...............................................87
SECTION 8.08.    Trustee's Relation to Senior Indebtedness..........................87
SECTION 8.09.    Subordination Rights Not Impaired by Acts or
                    Omissions of the Company or Holders of Senior
                    Indebtedness....................................................88
SECTION 8.10.    Securityholders Authorize Trustee To Effectuate
                    Subordination of Securities.....................................88
SECTION 8.11.    This Article Not To Prevent Events of Default......................88
</TABLE>

                                     -iii-


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<CAPTION>

                                                                                   PAGE
                                                                                   ----

<S>               <C>                                                              <C>
SECTION 8.12.    Trustee's Compensation Not Prejudiced..............................88
SECTION 8.13.    No Waiver of Subordination Provisions..............................88
SECTION 8.14.    Subordination Provisions Not Applicable to Money
                    Held in Trust for Securityholders; Payments May
                    Be Paid Prior to Dissolution....................................89
SECTION 8.15.    Acceleration of Securities.........................................89

                                  ARTICLE NINE

                             DISCHARGE OF INDENTURE

SECTION 9.01.    Termination of Company's Obligations...............................90
SECTION 9.02.    Application of Trust Money.........................................91
SECTION 9.03.    Repayment to Company...............................................92
SECTION 9.04.    Reinstatement......................................................92

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.   Without Consent of Holders.........................................92
SECTION 10.02.   With Consent of Holders............................................93
SECTION 10.03.   Compliance with Trust Indenture Act................................95
SECTION 10.04.   Revocation and Effect of Consents..................................95
SECTION 10.05.   Notation on or Exchange of Securities..............................96
SECTION 10.06.   Trustee To Sign Amendments, etc....................................96

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.   Trust Indenture Act Controls.......................................96
SECTION 11.02.   Notices............................................................97
SECTION 11.03.   Communications by Holders with Other Holders.......................99
SECTION 11.04.   Certificate and Opinion as to Conditions Precedent.................99
SECTION 11.05.   Statements Required in Certificate or Opinion......................99
SECTION 11.06.   Rules by Trustee, Paying Agent, Registrar.........................100
SECTION 11.07.   Governing Law.....................................................100
SECTION 11.08.   No Recourse Against Others........................................100
SECTION 11.09.   Successors........................................................100
SECTION 11.10.   Counterpart Originals.............................................100
SECTION 11.11.   Severability......................................................100
</TABLE>

                                      -iv-



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<CAPTION>
                                                                                   PAGE
                                                                                   ----

<S>              <C>                                                              <C> 
SECTION 11.12.   No Adverse Interpretation of Other Agreements.....................101
SECTION 11.13.   Legal Holidays....................................................101

SIGNATURES.........................................................................S-1

EXHIBIT A    Form of Series A Security.............................................A-1
EXHIBIT B    Form of Series B Security.............................................B-1
EXHIBIT C    Form of Legend for Global Securities..................................C-1
EXHIBIT D    Form of Transfer Certificate..........................................D-1
EXHIBIT E    Form of Transfer Certificate for Institutional Accredited Investors...E-1
EXHIBIT F    Form of Certificate for Regulation S Transfers........................F-1
</TABLE>

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

NOTE: THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A PART
OF THE INDENTURE.

                                      -v-



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               INDENTURE dated as of April 30, 1999, between GENERAL CHEMICAL
INDUSTRIAL PRODUCTS INC., a Delaware corporation (the "Company"), and U.S. BANK
TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee").

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

               "Acquired Indebtedness" means Indebtedness of a Person (a)
assumed in connection with an Acquisition from such Person or (b) existing at
the time such Person becomes a Restricted Subsidiary or is merged or
consolidated with or into the Company or any Restricted Subsidiary; provided
that such Indebtedness was not Incurred by such Person in connection with or in
contemplation of such Acquisition, merger or consolidation or such Person
becoming a Restricted Subsidiary.

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

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

               "Additional Interest" has the meaning provided in the
Registration Rights Agreement.

               "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative



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                                      -2-

meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise; provided, however, that (i) beneficial ownership of
10.0% or more of the then outstanding Equity Interests of a Person shall be
deemed to be control for purposes of compliance with Section 4.03; and (ii) no
individual, other than a director of the Company or GCG or an officer of the
Company with a policy making function, shall be deemed an Affiliate of the
Company or any of its Subsidiaries, solely by reason of such individual's
employment, position or responsibilities by or with respect to the Company or
any of its Subsidiaries; provided, further, no Person holding Equity Interests
in GCSAP or in any Person in which GCSAP holds any Equity Interest will be
considered to be an Affiliate of the Company solely by reason of directly or
indirectly owning such Equity Interests for so long as GCSAP shall be a
Restricted Subsidiary.

               "Affiliate Transaction" see Section 4.03.

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

               "ALCAD Partnership" means the partnership between Church & Dwight
Co., Inc. and GCSAP pursuant to the Partnership Agreement dated December 29,
1981, as the same has been and may after the Issue Date be amended, restated or
supplemented from time to time.

               "Asset Sale" means any direct or indirect sale, conveyance,
transfer, lease (that has the effect of a disposition) or other disposition
(including, without limitation, any merger, consolidation or sale-leaseback
transaction) to any Person other than the Company or a Restricted Subsidiary, in
one transaction or a series of related transactions, of (i) any Equity Interest
of any Restricted Subsidiary; (ii) any material license, franchise or other
authorization of the Company or any Restricted Subsidiary; (iii) any assets of
the Company or any Restricted Subsidiary which constitute substantially all of
an operating unit or line of business of the Company or any Restricted
Subsidiary; or (iv) any other property or asset of the Company or any Restricted
Subsidiary outside of the ordinary course of business (including the receipt of
proceeds paid on account of the loss of or damage to any property or asset and
awards of compensation for any asset taken by condemnation, eminent domain or
similar proceedings). For the purposes of this definition, the term "Asset Sale"
shall not include (a) any transaction consummated in compliance with Section
5.01 and the creation of any Lien not prohibited by Section 4.18; provided,
however, that any transaction consummated in compliance with Section 5.01
involving a sale, conveyance, assignment, transfer, lease or other disposal of
less than all of the properties or assets of the Company shall be deemed to be
an Asset Sale with respect to the properties or assets of the Company and



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                                      -3-


the Restricted Subsidiaries that are not so sold, conveyed, assigned,
transferred, leased or otherwise disposed of in such transaction; (b) sales of
property or equipment that has become worn out, obsolete or damaged or otherwise
unsuitable for use in connection with the business of the Company or any
Restricted Subsidiary; (c) any transaction consummated in compliance with
Section 4.06; (d) any disposition or series of related dispositions for
aggregate consideration not to exceed $1,000,000; (e) sales of accounts
receivable for cash for financing purposes; (f) any sale, conveyance, transfer
or other disposition of leases, licenses or other interests in mineral rights in
exchange for other leases, licenses or interests in mineral rights to be used by
the Company and the Restricted Subsidiaries and having an equivalent Fair Market
Value (taking into account the value to the Company or any Restricted Subsidiary
of the location and quality of the new mineral rights relative to the existing
mineral rights); and (g) any sale, conveyance, transfer, lease or other
disposition constituting a Permitted Investment in a Supply Joint Venture.

               "Bankruptcy Law" see Section 6.01.

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

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

               "Business Day" means a day that is not a Saturday, a Sunday or a
day on which banking institutions in Chicago, Illinois or New York, New York are
not required to be open.

               "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be so required to be capitalized on the balance sheet in
accordance with GAAP.

               "Cash Equivalents" means: (a) U.S. dollars and any other currency
that is convertible into U.S. dollars without legal restrictions and which is
utilized by the Company or any of the Restricted Subsidiaries in the ordinary
course of its business; (b) securities issued or directly and fully guaranteed
or insured by the U.S. government or any agency or instrumentality thereof
having maturities of not more than 365 days from the date of acquisition; (c)
certificates of deposit and time deposits with maturities of 365 days or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
365 days and overnight bank deposits, in each case with any commercial bank
having capital and surplus in excess of $500.0 million (or the foreign currency
equivalent thereof); (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (b) and
(c) above entered into with any financial institution



<PAGE>

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                                      -4-


meeting the qualifications specified in clause (c) above; and (e) commercial
paper rated P-1, A-1 or the equivalent thereof by Moody's Investors Service,
Inc. or Standard & Poor's Corporation, respectively, and in each case maturing
within 365 days after the date of acquisition.

               "Change of Control" means the occurrence of any of the following:
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders in the aggregate, is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of a majority of the total voting power
of the Voting Equity Interests of the Company (including any successor thereto
under this Indenture); (b) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation involving the
Company), in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole to any
"person" (as such term is used in Section 13(d)(3) of the Exchange Act) other
than one or more Permitted Holders; (c) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Company was approved by a vote of 66 2/3% of the directors of the Company 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 or approved
by a vote of Permitted Holders who beneficially own, directly or indirectly, a
majority in the aggregate of the total voting power of the Voting Equity
Interests of the Company) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or (d) the adoption of a plan
relating to the liquidation or dissolution of the Company.

               "Change of Control Date" see Section 4.14.

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

               "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, a Vice President or its Treasurer, and by
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

               "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated EBITDA for the four
quarter period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of
the Company are available (the "Four Quar-



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                                      -5-



ter Period") to (ii) Consolidated Interest Expense for such Four Quarter Period;
provided, however, that (1) if the Company or any Restricted Subsidiary has
Incurred any Indebtedness since the beginning of such Four Quarter Period that
remains outstanding on such date of determination or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence
of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such
Four Quarter Period shall be calculated after giving effect on a pro forma basis
to such Indebtedness as if such Indebtedness had been Incurred on the first day
of such Four Quarter Period (except that in making such computation, the amount
of Indebtedness under any revolving credit facility outstanding on the date of
such calculation shall be computed based on (A) the average daily balance of
such Indebtedness during such Four Quarter Period or such shorter period for
which such facility was outstanding or (B) if such facility was created after
the end of such Four Quarter Period, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to the
date of such calculation) and the discharge of any other Indebtedness repaid,
repurchased or otherwise discharged with the proceeds of such new Indebtedness
as if such discharge had occurred on the first day of such Four Quarter Period,
(2) if since the beginning of such Four Quarter Period the Company or any
Restricted Subsidiary shall have made any Asset Sale, the Consolidated EBITDA
for such Four Quarter Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) directly attributable to the assets that are
the subject of such Asset Sale for such Four Quarter Period or increased by an
amount equal to the Consolidated EBITDA (if negative) directly attributable
thereto for such Four Quarter Period and Consolidated Interest Expense for such
Four Quarter Period shall be reduced by an amount equal to the Consolidated
Interest Expense directly attributable to any Indebtedness of the Company or any
Restricted Subsidiary repaid, repurchased or otherwise discharged with respect
to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Sale for such Four Quarter Period (or, if the Equity Interests of any
Restricted Subsidiary are sold, the Consolidated Interest Expense for such Four
Quarter Period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale), (3) if since the
beginning of such Four Quarter Period the Company or any Restricted Subsidiary
(by merger or otherwise) shall have made an Acquisition of assets, including any
Acquisition occurring in connection with a transaction causing a calculation to
be made hereunder, Consolidated EBITDA and Consolidated Interest Expense for
such Four Quarter Period shall be calculated after giving pro forma effect
thereto (including the Incurrence of any Indebtedness) as if such Acquisition
occurred on the first day of such Four Quarter Period and (4) if since the
beginning of such Four Quarter Period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such Four Quarter Period) shall have made any
Asset Sale or any Acquisition that would have required an adjustment pursuant to
clause (2) or (3) above if made by the Company or a Re-



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                                      -6-


stricted Subsidiary during such Four Quarter Period, Consolidated EBITDA and
Consolidated Interest Expense for such Four Quarter Period shall be calculated
after giving pro forma effect thereto as if such Asset Sale or Acquisition
occurred on, with respect to any Acquisition, the first day of such Four Quarter
Period and, with respect to any Asset Sale, the day prior to the first day of
such Four Quarter Period. For purposes of this definition, whenever pro forma
effect is to be given to an Acquisition, the amount of income or earnings and
any cost savings relating thereto and the amount of Consolidated Interest
Expense associated with any Indebtedness Incurred in connection therewith, the
pro forma calculations shall be determined in accordance with Regulation S-X
under the Securities Act. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness
shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period (taking into account any
agreement under which Hedging Obligations relating to interest are outstanding
applicable to such Indebtedness). In giving effect to any Indebtedness to be
Incurred, if such Indebtedness bears, at the option of the Company or a
Restricted Subsidiary, a rate of interest based on a prime or similar rate, a
eurocurrency interbank offered rate or other fixed or floating rate, the
interest expense on such Indebtedness shall be calculated by applying such
optional rate as the Company may designate. Interest on a Capital Lease
Obligation shall be deemed to accrue at an interest rate determined in good
faith by a responsible financial or accounting officer of the Company to be the
rate of interest implicit in such Capital Lease Obligation in accordance with
GAAP.

               "Consolidated EBITDA" means, for any period, the Consolidated Net
Income for such period, minus (A) any non-cash item increasing Consolidated Net
Income during such period (other than any non-cash item arising from the
reversal of an accrual or reserve previously established in respect of a
non-cash item), plus (B) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Income Tax Expense for such
period; (ii) Consolidated Interest Expense for such period; (iii) depreciation
expense for such period; (iv) amortization expense for such period (other than
in respect of amortization or write-off of debt issuance costs to the extent not
constituting Consolidated Interest Expense); and (v) all other non-cash items
reducing Consolidated Net Income for such period (other than any non-cash item
requiring an accrual or a reserve for cash disbursements in any future period);
provided that, in determining Consolidated EBITDA, there shall only be included
that portion of the items referred to in clause (A) or (B) related to, or
arising in connection with, any Person all of whose Equity Interests are not
beneficially owned directly or indirectly by the Company (a "Specified Person")
that is proportionate to the amount of the net income (loss) of the Specified
Person included in Consolidated Net Income for such period.



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<PAGE>
                                      -7-


               "Consolidated Income Tax Expense" means, with respect to the
Company for any period, the provision for federal, state, local and foreign
income taxes payable by the Company and the Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP.

               "Consolidated Interest Expense" means, with respect to the
Company for any period, without duplication, the sum of (i) the interest expense
of the Company and the Restricted Subsidiaries for such period as determined on
a consolidated basis in accordance with GAAP (excluding, except to the extent
provided in clause (b) or (d) below, amortization or write-off of debt issuance
costs), including, without limitation, (a) any amortization of debt discount,
(b) the net cost under Hedging Obligations relating to interest (including any
amortization of discounts), (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and (e) all
capitalized interest and all accrued interest, and (ii) to the extent Incurred
by the Company and the Restricted Subsidiaries in such period but not included
in such interest expense, without duplication, (x) the interest component of
Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued
by the Company and the Restricted Subsidiaries during such period as determined
on a consolidated basis in accordance with GAAP and (y) dividends and
distributions paid, accrued and/or scheduled to be paid or accrued in respect of
Disqualified Equity Interests of the Company or Preferred Equity Interests of
any Restricted Subsidiary (other than, in each case, (i) any such dividends or
distributions in Qualified Equity Interests of the Company or (ii) any such
dividends or distributions paid or payable to the Company or a Restricted
Subsidiary) during such period as determined on a consolidated basis in
accordance with GAAP. In determining Consolidated Interest Expense, there shall
only be included that portion of the items referred to in clause (i) or (ii)
related to, or arising in connection with, any Specified Person that is
proportionate to the amount of the net income (loss) of the Specified Person
included in Consolidated Net Income for such period.

               "Consolidated Net Income" means, for any period, the consolidated
net income (loss) of the Company and the Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded from such Consolidated Net Income: (i) any net income (loss) of any
Person that is not a Restricted Subsidiary, except that (A) subject to the
limitations contained in clause (iv) below, the Company's equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in clause
(iii) below) and (B) the Company's equity in a net loss of any such Person
(other than an Unrestricted Subsidiary) for such period



<PAGE>

<PAGE>
                                      -8-


shall be included in determining such Consolidated Net Income; (ii) for purposes
of Section 4.06, any net income (loss) of any Person acquired by the Company or
a Restricted Subsidiary in a pooling of interests transaction for any period
prior to the date of such acquisition; (iii) any net income (loss) of any
Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of
distributions or loans or advances by such Restricted Subsidiary, directly or
indirectly, to the Company except that (A) subject to the limitations contained
in (iv) below, the Company's equity in the net income of any such Restricted
Subsidiary for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash that could have been distributed by such
Restricted Subsidiary during such period to the Company or a Restricted
Subsidiary as a dividend (subject, in the case of a dividend that could have
been made to another Restricted Subsidiary, to the limitation contained in
clause (i)) and (B) the Company's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income; (iv) any gain or loss realized upon the sale or other disposition of
any asset of the Company or the Restricted Subsidiaries (including pursuant to
any sale/leaseback transaction) that is not sold or otherwise disposed of in the
ordinary course of business and any gain or loss realized upon the sale or other
disposition of any Equity Interests of any Person; (v) the cumulative effect of
a change in accounting principles; (vi) any item classified as an extraordinary,
unusual or nonrecurring gain, loss or charge, including, but not limited to, any
such item related to, or arising in connection with the Spin-Off (as defined in
the Offering Memorandum) or to any Asset Sale or Acquisition by the Company or
any Restricted Subsidiary after the Issue Date (in each case on an after-tax
basis); (vii) all deferred financing costs written off and premiums paid in
connection with any early extinguishment of Indebtedness; and (viii) any
non-cash compensation charge arising from any grant of stock, stock options or
other equity-based awards.

               "Consolidated Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles shown on
the balance sheet of the Company and the Restricted Subsidiaries as of the most
recent date for which such a balance sheet is available, determined on a
consolidated basis in accordance with GAAP.

               "consolidation" means the consolidation of the accounts of each
of the Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term "consolidated" has a correlative
meaning.



<PAGE>

<PAGE>
                                      -9-



               "Corporate Trust Office of the Trustee" shall be at the address
of the Trustee specified in Section 13.02 or such other address as the Trustee
may give notice to the Company.

               "Credit Facility" means the Credit Agreement, dated as of April
30, 1999, among the Company, General Chemical Canada Ltd., the lenders and
agents named therein and The Chase Manhattan Bank, as Administrative Agent,
including any deferrals, renewals, extensions, replacements, refinancings or
refundings thereof, or amendments, modifications or supplements thereto and any
agreement providing therefor (including any restatements thereof and any
increases in the amount of commitments thereunder), whether by or with the same
or any other lender, creditor, group of lenders or group of creditors, and
including related notes, guaranty and note agreements, collateral security
documents and other instruments and agreements executed in connection therewith.

               "Custodian" see Section 6.01.

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

               "Defeasance Trust Payment" see Section 8.01.

               "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.

               "Designated Senior Indebtedness" means (a) any Indebtedness
outstanding under the Credit Facility and (b) any other Senior Indebtedness
which, at the time of determination, has an aggregate principal amount
outstanding, together with any commitments to lend additional amounts, of at
least $15.0 million, if the instrument governing such Senior Indebtedness
expressly states that such Indebtedness is "Designated Senior Indebtedness" for
purposes of this Indenture and an officers' certificate of the Company setting
forth such designation by the Company has been filed with the Trustee.

               "Designation" see Section 4.17.

               "Designation Amount" see Section 4.17.

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



<PAGE>

<PAGE>
                                      -10-


               "Disqualified Equity Interest" means any Equity Interest to the
extent that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable,
at the option of the holder thereof, in whole or in part, or exchangeable into
Indebtedness on or prior to the Maturity Date; provided, however, any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of a "change of
control" occurring prior to the final stated maturity of the Securities shall
not constitute Disqualified Equity Interests if the "change of control"
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than Section 4.14.

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

               "Equity Issuance" means any public or private issuance of Equity
Interests of GCG or the Company (including by the Company to NHO or GCG);
provided that, in the case of an Equity Issuance by GCG, the proceeds thereof in
an amount not less than the amount of funds to be used to optionally redeem
Securities must be contributed as common equity to the Company.

               "ESOP" means an employee stock ownership plan for the benefit of
the employees of the Company or its Subsidiaries.

               "Event of Default" see Section 6.01.

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

               "Exchange Securities" means the 10 5/8% Senior Subordinated Notes
due 2009, Series B, to be issued in exchange for the Initial Securities pursuant
to the Registration Rights Agreement.

               "Existing Indebtedness" means any Indebtedness of the Company and
the Restricted Subsidiaries in existence on the Issue Date until such amounts
are repaid.



<PAGE>

<PAGE>
                                      -11-



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

               "Fair Market Value" means, with respect to any asset, the price
(after taking into account any liabilities relating to such assets) which could
be negotiated in an arm's-length free market transaction, for cash, between a
willing seller and a willing and able buyer, neither of which is under any
compulsion to complete the transaction; provided, however, that the Fair Market
Value of any such asset or assets shall be determined conclusively by the Board
of Directors of the Company acting in good faith, and shall be evidenced by
resolutions of the Board of Directors of the Company delivered to the Trustee.

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

               "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the Issue Date (for purposes of the
definitions of the terms "Consolidated Coverage Ratio," "Consolidated EBITDA,"
"Consolidated Interest Expense," "Consolidated Tangible Assets" and
"Consolidated Net Income" and all defined terms in this Indenture to the extent
used in or relating to any of the foregoing definitions, and all ratios and
computations based on any of the foregoing definitions) and as in effect from
time to time (for all other purposes of this Indenture), including those 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 approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP as consistently
applied. In calculating any of "Consolidated Net Income," "Consolidated Coverage
Ratio," "Consolidated Interest Expense" and "Consolidated Tangible Assets" and
all defined terms used in or relating to the foregoing for periods that include
periods prior to the Issue Date, information found in or derived from combined
financial statements of the Industrial Chemicals Business (as defined in the
Offering Memorandum) prepared on a basis consistent with those included in the
Offering Memorandum shall be utilized.

               "GCG" means The General Chemical Group Inc. and any successor
thereto for so long as it directly or indirectly owns a majority of the Equity
Interests and Voting Equity Interests of the Company.

               "GCSAP" means General Chemical (Soda Ash) Partners and any
successor thereto.



<PAGE>

<PAGE>
                                      -12-


               "Global Securities" means one or more IAI Global Securities,
Regulation S Global Securities and 144A Global Securities.

               "guaranty" means, as applied to any obligation, (i) a guaranty
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guaranty shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

               "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (ii) other agreements
or arrangements relating to fluctuations in interest rates and (iii) foreign
currency, commodity or energy hedge, exchange or similar agreements (agreements
referred to in this definition being referred to herein as "Hedging
Agreements").

               "Holder" means the registered holder of any Security.

               "IAI Global Security" means a permanent global security in
registered form representing the aggregate principal amount of Securities sold
to Institutional Accredited Investors.

               "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guaranty or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall
have meanings correlative to the foregoing); provided, however, that a change in
generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness and that neither the accrual of interest nor the
accretion of original issue discount shall be deemed an Incurrence of
Indebtedness (although the amount of such accrual or accretion at any date at
which an outstanding amount of Indebtedness is to be calculated shall be
included in the calculation of such outstanding principal amount). Indebtedness
of any Acquired Person or any of its Subsidiaries existing at the time such
Acquired Person becomes a Restricted Subsidiary (or is merged into or
consolidated with the Company or any Restricted Subsidiary), whether or not such
Indebtedness was Incurred in con-



<PAGE>

<PAGE>
                                      -13-



nection with, as a result of, or in contemplation of, such Acquired Person
becoming a Restricted Subsidiary (or being merged into or consolidated with the
Company or any Restricted Subsidiary), shall be deemed Incurred at the time any
such Acquired Person becomes a Restricted Subsidiary or merges into or
consolidates with the Company or any Restricted Subsidiary.

               "Indebtedness" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed; (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses; (c) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person; (d)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services and every conditional sale obligation (but excluding (x)
trade accounts payable incurred in the ordinary course of business and payable
in accordance with industry practices or (y) other accrued liabilities arising
in the ordinary course of business which are not overdue or which are being
contested in good faith); (e) every Capital Lease Obligation of such Person; (f)
every net obligation under Hedging Obligations of such Person; and (g) every
obligation of the type referred to in clauses (a) through (f) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable for, directly or indirectly,
as obligor, guarantor or otherwise. Indebtedness (a) shall never be calculated
taking into account any cash and Cash Equivalents held by such Person; (b) shall
not include obligations of any Person (w) arising from reclamation obligations,
or any bonding thereof, to the extent such reclamation obligations are due after
the final Stated Maturity of the Securities, (x) arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course of
business, provided that such obligations are extinguished within two Business
Days of their Incurrence, (y) resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business and consistent
with past business practices and (z) under stand-by letters of credit to the
extent collateralized by cash or Cash Equivalents; (c) which provides that an
amount less than the principal amount thereof shall be due upon any declaration
of acceleration thereof shall be deemed to be Incurred or outstanding in an
amount equal to the accreted value thereof at the date of determination; (d)
shall include the liquidation preference and any mandatory redemption payment
obligations in respect of any Disqualified Equity Interests of the Company or
any Restricted Subsidiary; and (e) shall not include obligations under
performance bonds, performance guaranties, surety bonds and appeal bonds,
letters of credit or similar obligations, incurred in the ordinary course of
business. For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness denominated in
a



<PAGE>

<PAGE>
                                      -14-


foreign currency, the U.S. dollar-equivalent principal amount of such
Indebtedness Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was Incurred
if such Indebtedness is Incurred to refinance other Indebtedness denominated in
a foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. The principal amount of
any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
refinancing.

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

               "Independent Financial Advisor" means a nationally recognized,
accounting, appraisal, investment banking firm or consultant that is, in the
judgment of the Company's Board of Directors, qualified to perform the task for
which it has been engaged (i) which does not, and whose directors, officers and
employees or Affiliates do not, have a direct or indirect financial interest in
the Company and (ii) 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 Chase Securities Inc., BT Alex. Brown
Incorporated and ING Baring Furman Selz LLC.

               "Initial Securities" means the 10 5/8% Senior Subordinated Notes
due 2009, Series A, of the Company.

               "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.

               "interest" means, with respect to the Securities, the sum of any
cash interest and any Additional Interest on the Securities.

               "Interest Payment Date" means each semiannual interest payment
date on May 1 and November 1 of each year, commencing November 1, 1999.



<PAGE>

<PAGE>
                                      -15-


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

               "Investment" means, with respect to any Person, any direct or
indirect loan, advance, guaranty or other extension of credit (other than trade
receivables created on customary terms in the ordinary course of business) or
capital contribution to (by means of transfers of cash or other property or
assets to others or payments for property or services for the account or use of
others, or otherwise), or purchase or acquisition of capital stock, bonds,
notes, debentures or other securities or evidences of Indebtedness issued by,
any other Person. Unless the context otherwise requires, the amount of any
Investment shall be the original cost of such Investment, plus the cost of all
additions thereto, and minus the amount of any portion of such Investment repaid
to such Person in cash as a repayment of principal or a return of capital, as
the case may be, but without any other adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.
In determining the amount of any Investment constituting a guaranty, the maximum
potential amount of such guaranty shall be considered the amount of the
Investment and, in determining the amount of any Investment involving a transfer
of any property or asset other than cash, such property shall be valued at its
Fair Market Value at the time of such transfer. A guaranty of performance by the
Company or any Restricted Subsidiary in the delivery of the product or material
requirements of a customer or third party in the ordinary course of business
shall not constitute an Investment.

               "Issue Date" means the original issue date of the Securities,
April 30, 1999.

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

               "Management Agreement" means the management agreement as in
effect on the Issue Date between GCG and Latona Associates Inc. (and its
permitted successors and assigns thereunder), as it may be amended, modified or
replaced after the Issue Date with the approval of a majority of the
disinterested directors of GCG or the Company.

               "Maturity Date" means May 1, 2009.

               "Mineral Agreement" means an agreement between the Company or a
Restricted Subsidiary of the Company and a customer of the Company or such
Restricted Subsidiary (that is not an Affiliate of the Company) for the purpose
of mining minerals pursu-



<PAGE>

<PAGE>
                                      -16-



ant to which the Company or such Restricted Subsidiary contributes minerals
leases to such Person (that is not a Affiliate of the Company), or agrees to
mine minerals for such Person, in the ordinary course of the Company or such
Restricted Subsidiary's business.

               "Net Cash Proceeds" means the aggregate proceeds in the form of
cash or Cash Equivalents received by the Company or any Restricted Subsidiary in
respect of any Asset Sale, including all cash or Cash Equivalents received upon
any sale, liquidation or other exchange of proceeds of Asset Sales received in a
form other than cash or Cash Equivalents, net of (a) the direct costs relating
to such Asset Sale (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof; (b) taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements); (c) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale; (d) amounts deemed, in good faith, appropriate by the Board of
Directors of the Company to be provided as a reserve, in accordance with GAAP,
against any liabilities associated with such assets which are the subject of
such Asset Sale (provided that the amount of any such reserves shall be deemed
to constitute Net Cash Proceeds at the time such reserves shall have been
released or are not otherwise required to be retained as a reserve); and (e)
with respect to Asset Sales by Restricted Subsidiaries, the portion of such cash
payments attributable to Persons holding a minority interest in such Restricted
Subsidiary.

               "NHO" means New Hampshire Oak, Inc., a Delaware corporation, or
any successor thereto for so long as it directly or indirectly beneficially owns
a majority of the Voting Equity Interests and Equity Interests in the Company.

               "Obligations" means any principal, interest (including, with
respect to Designated Senior Indebtedness only, Post-Petition Interest),
penalties, fees, indemnifications, reimbursement obligations, damages and other
liabilities payable under the documentation governing any Indebtedness.

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

               "Offer to Purchase" means a written offer (the "Offer") sent by
or on behalf of the Company by first-class mail, postage prepaid, to each holder
at his address appearing in the register for the Securities on the date of the
Offer offering to purchase up to the principal amount of Securities specified in
such Offer at the purchase price specified in such Offer (as determined pursuant
to this Indenture). Unless otherwise required by applicable law, the Offer shall
specify an expiration date (the "Expiration Date") of the Offer to Purchase,
which shall be not less than 20 Business Days nor more than 60 days after the
date



<PAGE>

<PAGE>
                                      -17-



of such Offer, and a settlement date (the "Purchase Date") for purchase of
Securities to occur no later than five Business Days after the Expiration Date.
The Company shall notify the Trustee at least 15 Business Days (or such shorter
period as is acceptable to the Trustee) prior to the mailing of the Offer of the
Company's obligation to make an Offer to Purchase, and the Offer shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company. The Offer shall contain all the information required
by applicable law to be included therein. The Offer shall also contain
information concerning the business of the Company and its Subsidiaries which
the Company in good faith believes will enable such Holders to make an informed
decision with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the documents required to be filed with the Trustee pursuant to
this Indenture (which requirements may be satisfied by delivery of such
documents together with the Offer), (ii) a description of material developments
in the Company's business subsequent to the date of the latest of such financial
statements referred to in clause (i) (including a description of the events
requiring the Company to make the Offer to Purchase), (iii) if applicable,
appropriate pro forma financial information concerning the Offer to Purchase and
the events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein). The Offer
shall contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Offer to Purchase. The Offer shall also state:
(1) the Section of this Indenture pursuant to which the Offer to Purchase is
being made; (2) the Expiration Date and the Purchase Date; (3) the aggregate
principal amount of the outstanding Securities offered to be purchased by the
Company pursuant to the Offer to Purchase (including, if less than 100%, the
manner by which such amount has been determined pursuant to the Section of this
Indenture requiring the Offer to Purchase) (the "Purchase Amount"); (4) the
purchase price to be paid by the Company for each $1,000 aggregate principal
amount of Securities accepted for payment (as specified pursuant to this
Indenture) (the "Purchase Price"); (5) that the Holder may tender all or any
portion of the Securities registered in the name of such Holder and that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount; (6) the place or places where Securities are to be
surrendered for tender pursuant to the Offer to Purchase; (7) that interest on
any Security not tendered or tendered but not purchased by the Company pursuant
to the Offer to Purchase will continue to accrue; (8) that on the Purchase Date
the Purchase Price will become due and payable upon each Security being accepted
for payment pursuant to the Offer to Purchase and that interest thereon shall
cease to accrue on and after the Purchase Date; (9) that each Holder electing to
tender all or any portion of a Security pursuant to the Offer to Purchase will
be required to surrender such Security at the place or places specified in the
Offer prior to the close of business on the Expiration Date (such Security
being, if the Company or the Trustee so requires, duly endorsed by, or
accompanied by a written instrument



<PAGE>

<PAGE>
                                      -18-



of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing); (10) that
Holders will be entitled to withdraw all or any portion of Securities tendered
if the Company (or its Paying Agent) receives, not later than the close of
business on the fifth Business Day next preceding the Expiration Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security the Holder tendered, the
certificate number of the Security the Holder tendered and a statement that such
Holder is withdrawing all or a portion of his tender; (11) that (a) if
Securities in an aggregate principal amount less than or equal to the Purchase
Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase,
the Company shall purchase all such Securities and (b) if Securities in an
aggregate principal amount in excess of the Purchase Amount are tendered and not
withdrawn pursuant to the Offer to Purchase, the Company shall purchase
Securities having an aggregate principal amount equal to the Purchase Amount on
a pro rata basis (with such adjustments as may be deemed appropriate so that
only Securities in denominations of $1,000 principal amount or integral
multiples thereof shall be purchased); and (12) that in the case of any Holder
whose Security is purchased only in part, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unpurchased portion of the Security so tendered.

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

               "Offering Memorandum" means the Company's Offering Memorandum
dated April 22, 1999 for $100,000,000 of Securities.

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

               "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of
the Company complying with Sections 11.04 and 11.05.

               "144A Global Security" means a permanent global security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Rule 144A.

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



<PAGE>

<PAGE>
                                      -19-


               "Pari Passu Debt" means Indebtedness of the Company that
constitutes neither Senior Indebtedness nor Subordinated Indebtedness.

               "Pari Passu Debt Pro Rata Share" means the amount of the
applicable Net Cash Proceeds obtained by multiplying the amount of such Net Cash
Proceeds by a fraction, (i) the numerator of which is the aggregate accreted
value and/or principal amount, as the case may be, of all Pari Passu Debt
outstanding at the time of the applicable Asset Sale with respect to which the
Company is required to use Net Cash Proceeds to repay or make an offer to
purchase or repay and (ii) the denominator of which is the sum of (a) the
aggregate principal amount of all Securities outstanding at the time of the
applicable Asset Sale and (b) the aggregate principal amount or the aggregate
accreted value, as the case may be, of all Pari Passu Debt outstanding at the
time of the applicable Offer to Purchase with respect to which the Company is
required to use the applicable Net Cash Proceeds to offer to repay or make an
offer to purchase or repay.

               "Participant" has the meaning set forth in Section 2.15.

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

               "Payment Blockage Notice" see Section 8.02(a).

               "Payment Blockage Period" see Section 8.02(a).

               "Permitted Designee" with respect to any Permitted Holder means
(A) a spouse or child (in the case of an individual) of such Permitted Holder,
(B) any trust principally for the benefit of such Permitted Holder or a spouse
or child of such Permitted Holder, (C) in the event of death or incompetence of
a Permitted Holder, such Permitted Holder's estate, heirs, executor,
administrator, committee or other court appointed representative, (D) any
foundation or not-for-profit organization established by a Permitted Holder, or
(E) any Person so long as one or more Permitted Holders in the aggregate own a
majority of the voting power of the Voting Stock of such Person.

               "Permitted Equity Incentive Payments" means (i) distributions,
loans or advances made to NHO for distribution to GCG to the extent used to fund
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of GCG held by any member of the Company's or any of its
Subsidiaries' management pursuant to any management equity subscription
agreement or stock option agreement in effect as of the date of this Indenture
and as the same may be amended, modified or replaced in accordance with Section
4.03; (ii) payments of any amounts to an ESOP or other stock plan for employees
of the Company or any of its Subsidiaries; and (iii) payments to members of
management of the Company and its Subsidiaries pursuant to equity incentive
plans of GCG to



<PAGE>

<PAGE>
                                      -20-

the extent such payments are reflected as expenses in the calculation of
Consolidated Net Income; provided that the aggregate amount of payments made
under the preceding clauses (i), (ii) and (iii) shall not exceed the sum of $3.0
million in any calendar year plus the Net Cash Proceeds received by the Company
since the Issue Date from, or as a capital contribution from, the issuance or
sale to employees of the Company and its Subsidiaries of Qualified Equity
Interests, to the extent such Net Cash Proceeds are not and have not been
included in any calculation under clause (c)(2) of the first paragraph (a) or
under any clause (other than clause (v)) of the second paragraph of Section
4.06.

               "Permitted Hedging Obligations" means any Hedging Obligations
that are Incurred (a) in the ordinary course of business and (b) for the purpose
of hedging (x) interest rate risk to the Company or any Restricted Subsidiary
with respect to any fixed or floating rate Indebtedness of the Company or any
Restricted Subsidiary (including all Hedging Obligations Incurred in connection
with the Credit Facility), (y) currency risk to the Company or any Restricted
Subsidiary with respect to Indebtedness of the Company or a Restricted
Subsidiary or the cost of goods and services used by the Company or a Restricted
Subsidiary in the ordinary course of business or (z) the risk to the Company and
the Restricted Subsidiaries of fluctuations in the cost of natural gas, other
energy inputs or commodities used in the ordinary course of business of the
Company and the Restricted Subsidiaries.

               "Permitted Holder" means Paul M. Meister and Paul M. Montrone and
their respective Permitted Designees.

               "Permitted Indebtedness" see Section 4.04.

               "Permitted Investments" means (a) any Investment in the Company,
any Restricted Subsidiary or a Person that becomes a Restricted Subsidiary, or
is merged with or into or consolidated with the Company or a Restricted
Subsidiary (provided the Company or a Restricted Subsidiary is the survivor), as
a result of or in connection with such Investment; (b) Cash Equivalents; (c)
Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers' compensation, performance and other similar
deposits; (d) loans and advances to employees made in the ordinary course of
business not to exceed $1.0 million in the aggregate at any one time
outstanding; (e) Permitted Hedging Obligations; (f) bonds, notes, debentures or
other securities received as consideration from any Asset Sale that is subject
to and made in compliance with Section 4.05, any sale or other disposition of
assets not to exceed $1.0 million outstanding at any time or the sale of
property or equipment that has become worn out, obsolete or damaged or otherwise
unsuitable for use in connection with the business of the Company or any
Restricted Subsidiary; (g) transactions with officers, directors and employees
of the Company or any Restricted Subsidiary entered into in the ordinary course
of business (including compensation



<PAGE>

<PAGE>
                                      -21-

or employee benefit arrangements with any such director or employee); (h) any
Investment to the extent that the consideration therefor consists of Qualified
Equity Interests of the Company or Equity Interests of GCG or NHO; (i)
Investments in Persons primarily engaged in a Related Business in an aggregate
amount at any time outstanding not to exceed the greater of (x) $10.0 million or
(y) 5% of Consolidated Tangible Assets; (j) securities or other Investments
received in settlement of debts created in the ordinary course of business and
owing to the Company or any Restricted Subsidiary, or as a result of
foreclosure, perfection or enforcement of any Lien, or in satisfaction of
judgments, including in connection with any bankruptcy proceeding or other
reorganization of another Person; (k) any Investment in any Supply Partnership
in an aggregate amount at any time outstanding not to exceed 10% of Consolidated
Tangible Assets; and (l) any Investment pursuant to a Mineral Agreement.

               "Permitted Junior Securities" means any securities of the Company
or any other Person provided for by a plan of reorganization or readjustment
succeeding to the assets and liabilities of the Company that are (i) equity
securities without special covenants or (ii) subordinated in right of payment to
all Senior Indebtedness that may at the time be outstanding, to substantially
the same extent as, or to a greater extent than, the Securities are subordinated
as provided in this Indenture, in any event pursuant to a court order so
providing and as to which (a) the rate of interest on such securities shall not
exceed the effective rate of interest on the Securities on the date of this
Indenture, (b) such securities shall not be entitled to the benefits of
covenants or defaults materially more beneficial to the holders of such
securities than those in effect with respect to the Securities on the Issue Date
and (c) such securities shall not provide for amortization (including sinking
fund and mandatory prepayment provisions) commencing prior to the date one year
following the final scheduled maturity date of the Senior Indebtedness (as
modified by the plan of reorganization or readjustment pursuant to which such
securities are issued); provided that, in each case with respect to clauses (i)
and (ii) above, (x) if a new corporation results from any such reorganization or
readjustment, such corporation assumes all Senior Indebtedness that will be
outstanding after giving effect thereto and (y) the rights of the holders of the
Senior Indebtedness are not, without the consent of such holders, altered or
impaired, including, without limitation, such rights being impaired within the
meaning of Section 1124 of Title 11 of the United States Code, or any impairment
of the right to receive interest accruing during the pendency of a bankruptcy or
insolvency proceeding, including proceedings under Title 11 of the United States
Code.

               "Permitted Liens" means (a) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the Company
or any Restricted Subsidiary; provided, however, that such Liens were in
existence prior to the contemplation of such merger or consolidation and do not
secure any property or assets of the Company or




<PAGE>

<PAGE>


                                      -22-

any Restricted Subsidiary other than the property or assets subject to the Liens
prior to such merger or consolidation; (b) Liens imposed by law such as
carriers', warehousemen's and mechanics' Liens and other similar Liens arising
in the ordinary course of business which secure payment of obligations not more
than 60 days past due or which are being contested in good faith and by
appropriate proceedings; (c) Liens existing on the Issue Date; (d) Liens
securing only the Securities; (e) Liens in favor of the Company or any
Restricted Subsidiary; (f) Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent or the nonpayment of which in the
aggregate would not reasonably be expected to have a material adverse effect on
the Company and the Restricted Subsidiaries or that are being contested in good
faith by appropriate proceedings; provided, however, that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (g) easements, reservation of rights of way, restrictions
and other similar easements, licenses, restrictions on the use of properties, or
minor imperfections of title that in the aggregate do not in any case materially
detract from the properties subject thereto or interfere with the ordinary
conduct of the business of the Company and the Restricted Subsidiaries; (h)
pledges, deposits or Liens in connection with workers' compensation,
unemployment insurance and other social security and other similar legislation
or other insurance-related obligations (including, without limitation, pledges
or deposits securing liability to insurance carriers under insurance or
self-insurance arrangements); (i) pledges, deposits or Liens to secure the
performance of bids, tenders, trade, government or other contracts (other than
for borrowed money), obligations for utilities, leases, licenses, statutory
obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations of
a like nature incurred in the ordinary course of business; (j)(A) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of
record that have been placed by any developer, landlord or other third party on
property over which the Company or any Restricted Subsidiary has easement rights
or on any leased property and subordination or similar agreements relating
thereto and (B) any condemnation or eminent domain proceedings affecting any
real property; (k) Liens arising out of judgments, decrees, orders or awards not
constituting any Event of Default in respect of which the Company shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or
proceedings shall not have been finally terminated, or if the period within
which such appeal or proceedings may be initiated shall not have expired; (l)
Liens securing Hedging Obligations Incurred in compliance with Section 4.04; (m)
Liens securing Purchase Money Indebtedness; provided, however, that (I) such
Liens secure Indebtedness in an amount not in excess of the original purchase
price or the original cost of any such assets or repair, addition or improvement
thereto (plus an amount equal to the reasonable fees and expenses in connection
with the incurrence of such Indebtedness), (II) such Liens do not extend to any
other assets of the Company or the Restricted Subsidiaries (and, in the case of
repair, addition or improvements to any such assets, such Lien extends only to
the assets (and improvements thereto or



<PAGE>

<PAGE>
                                      -23-

thereon) repaired, added to or improved), (III) the Incurrence of such
Indebtedness is permitted by Section 4.04 and (IV) such Liens attach within 180
days of such purchase, construction, installation, repair, addition or
improvement; (n) Liens to secure any refinancings, renewals, extensions,
modifications or replacements (collectively, "refinancing") (or successive
refinancings), in whole or in part, of any Indebtedness secured by Liens
referred to in the clauses above so long as such Lien does not extend to any
other property (other than improvements thereto); (o) Liens securing letters of
credit entered into in the ordinary course of business and consistent with past
business practice; and (p) Liens on and pledges of the Equity Interests of any
Unrestricted Subsidiary securing any Indebtedness of such Unrestricted
Subsidiary.

               "Permitted Partnership Transaction" means (i) payments or other
transactions made pursuant to the General Chemical (Soda Ash) Partnership
Agreement, as in effect on the date of this Indenture or as amended from time to
time in accordance with its terms; provided that any such amendment does not
contain terms that are materially more adverse in the aggregate to the Holders
than those in effect on the date of this Indenture; and (ii) transactions
between the Company and GCSAP which are on terms as favorable in aggregate to
the Company than those that would be obtainable at the time for a comparable
transaction in arm's-length dealings with an unrelated third person so long as
no Affiliate (other than the Company or a Restricted Subsidiary) directly or
indirectly has a beneficial Equity Interest in GCSAP.

               "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of the Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of the Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable fees, underwriting
discount, premiums and all other costs and expenses incurred in connection
therewith); (ii) except in the case of Senior Indebtedness or Indebtedness of a
Restricted Subsidiary, such Permitted Refinancing Indebtedness has a final
maturity date not earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Securities, such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and is subordinated in right of
payment to, the Securities on terms at least as favorable to the Holders as
those contained in the documentation governing the Indebted-



<PAGE>

<PAGE>
                                      -24-

ness being extended, refinanced, renewed, replaced, defeased or refunded; (iv)
GCSAP and its Subsidiaries may only Incur such Indebtedness to extend,
refinance, renew, replace, defease or refund their own Indebtedness; and (v)
Preferred Equity Interest of a Restricted Subsidiary may not be refinanced,
replaced, defeased or refunded with Indebtedness.

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

               "Physical Securities" means one or more certificated Securities
in registered form.

               "Post-Petition Interest" means, with respect to any Indebtedness
of any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any bankruptcy, insolvency or liquidation proceeding against
such Person in accordance with and at the contract rate (including, without
limitation, any rate applicable upon default) specified in the agreement or
instrument creating, evidencing or governing such Indebtedness, whether or not,
pursuant to applicable law or otherwise, the claim for such interest is allowed
as a claim in such bankruptcy, insolvency or liquidation proceeding.

               "Preferred Equity Interest," in any Person, means an Equity
Interest of any class or classes (however designated) which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Equity Interests of any other class in such Person. Preferred Equity
Interests of any Acquired Person or any of its Subsidiaries existing at the time
such Acquired Person becomes a Restricted Subsidiary (or is merged into or
consolidated with the Company or any Restricted Subsidiary) shall be deemed
issued at such time.

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

               "Private Exchange Securities" have the meaning provided in
Sections 2(b) of the Registration Rights Agreement.

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

               "Purchase Agreement" means the Purchase Agreement dated as of
April 22, 1999 by and among the Company and the Initial Purchasers.



<PAGE>

<PAGE>
                                      -25-

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

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

               "Purchase Money Indebtedness" means Indebtedness of the Company
or any Restricted Subsidiary Incurred for the purpose of financing all or any
part of the acquisition (whether directly or through the acquisition of the
Equity Interests of any Person), leasing, construction or improvement of any
property, plant or equipment used in the business of the Company or any
Restricted Subsidiary; provided that the aggregate principal amount of such
Indebtedness does not exceed such purchase price or cost.

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

               "Qualified Equity Interest" in any Person means any Equity
Interest in such Person other than any Disqualified Equity Interest.

               "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

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

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

               "Registrar" see Section 2.03.

               "Registration" means a registered exchange offer for the
Securities by the Company or other registration of the Securities under the
Securities Act pursuant to and in accordance with the terms of the Registration
Rights Agreement.

               "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement dated as of April 30, 1999 by and among the
Company and the Initial Purchasers.

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



<PAGE>

<PAGE>
                                      -26-

               "Regulation S Global Security" means the Regulation S Temporary
Global Security and the Regulation S Permanent Global Security.

               "Regulation S Permanent Global Security" means a permanent global
security in registered form representing the outstanding principal amount of the
Regulation S Temporary Global Security upon expiration of the Restricted Period.

               "Regulation S Temporary Global Security" means a temporary global
security in registered form representing the aggregate principal amount of
Securities sold in reliance on Regulation S.

               "Related Business" means (a) those businesses in which the
Company or any of the Restricted Subsidiaries is engaged on the Issue Date, or
that are similar or reasonably related, complementary or incidental thereto or
extensions or developments thereof and (b) any business (the "Other Business")
which forms a part of a business (the "Acquired Business") which is acquired by
the Company or any of the Restricted Subsidiaries if (i) the primary intent of
the Company or such Restricted Subsidiary was to acquire that portion of the
Acquired Business which meets the requirements of clause (a) of this definition
and (ii) the Company believed that it would not have been able to acquire such
portion of the Acquired Business if the Other Business was not also acquired.

               "Related Taxes" means (x) the Company's share (based on the ratio
of the book value of the Company and its subsidiaries to the book value of GCG
and its subsidiaries (including the Company and its subsidiaries)) of any state
or local taxes, other than taxes imposed on or measured by income or receipts,
that are imposed on GCG or NHO by virtue of GCG or NHO (as the case may be) (1)
being incorporated in such state or locality, (2) having capital stock
outstanding or (3) owning the stock of the Company (but excluding any taxes
imposed on or attributable to any dividends received from the Company), (y) any
payments in respect of Taxes required to be made by GCG under the Tax Sharing
Agreement (less any refunds of such taxes that are received by GCG or NHO and
are not repaid to the Company) and (z) any Taxes of the Company or its
Subsidiaries that are measured by income and for which GCG and NHO are liable up
to an amount not to exceed with respect to such federal taxes, the amount of any
such taxes that the Company would have been required to pay on a consolidated
basis if the Company had filed a consolidated return on behalf of an affiliated
group (as defined in section 1504 of the Code) of which it was the common
parent, or with respect to such state, local and foreign taxes, the amount of
taxes that the Company would have been required to pay if the Company and its
eligible Subsidiaries had filed an affiliated, combined or unitary return with
respect to such state, local or foreign taxes.

               "Required Filing Dates" see Section 4.12.



<PAGE>

<PAGE>
                                      -27-

               "Restricted Investment" means any Investment other than a
Permitted Investment.

               "Restricted Payments" see Section 4.06.

               "Restricted Period" means the "distribution compliance period"
applicable to the Company described in Regulation S.

               "Restricted Security" has the meaning set forth in Rule 144(a)(3)
under the Securities Act; provided, however, 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 of the Company delivered to the Trustee, as an Unrestricted
Subsidiary pursuant to Section 4.17. Any such designation may be revoked by a
Board Resolution of the Company delivered to the Trustee, subject to the
provisions of Section 4.17.

               "Revocation" see Section 4.17.

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

               "SEC" or "Commission" means the Securities and Exchange
Commission.

               "Securities" means, collectively, the Initial Securities, the
Private Exchange Securities and the Unrestricted Securities treated as a single
class of securities, as amended or supplemented from time to time in accordance
with the terms of this Indenture.

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

               "Securityholder" has the same meaning as Holder.

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



<PAGE>

<PAGE>
                                      -28-

debtedness shall not include (a) to the extent that it may constitute
Indebtedness, any Obligation for federal, state, local, foreign or other taxes;
(b) any Indebtedness of the Company to any Subsidiary of the Company, unless and
for so long as such Indebtedness has been pledged to secure Obligations under
the Credit Facility or other Senior Indebtedness; (c) any Obligation in respect
of any trade payable Incurred for the purchase of goods or materials, or for
services obtained, in the ordinary course of business; (d) Indebtedness
evidenced by the Securities; (e) Indebtedness of the Company that is expressly
subordinate or junior in right of payment to any other Indebtedness of the
Company; (f) to the extent that it may constitute Indebtedness, any obligation
owing under leases (other than Capital Lease Obligations), subleases or licenses
or Management Agreements; and (g) any obligation that by operation of law is
subordinate to any general unsecured obligations of the Company.

               "Separation Agreements" means, collectively, the Separation
Agreement dated April 15, 1999 among GenTek, the Company, General Chemical
Corporation and GCG, the Employee Benefits Agreement dated April 28, 1999
between GenTek and GCG, the Transition Support Agreement dated April 28, 1999
between GenTek and GCG, the Sublease Agreement dated April 28, 1999 between
General Chemical Corporation and the Company and the Intellectual Property
Agreement dated April 28, 1999 among GenTek, GCG, General Chemical Corporation
and the Company and does not include the Tax Sharing Agreement.

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

               "Subordinated Indebtedness" means, with respect to the Company,
any Indebtedness of the Company which is expressly subordinated in right of
payment to the Securities.

               "Subsidiary" means, with respect to any Person, (a) any
corporation of which the outstanding Voting Equity Interests having at least a
majority of the votes entitled to be cast in the election of directors shall at
the time be owned, directly or indirectly, by such Person, or (b) any other
Person of which at least a majority of Voting Equity Interests are at the time,
directly or indirectly, owned by such first named Person. Notwithstanding the
foregoing, for so long as the Company is permitted to consolidate the ALCAD
Partnership in its consolidated financial statements and the ALCAD Partnership
and related agreements provide for the distribution of profits to the Company
and the Restricted Subsidiaries on terms that are not adverse in any material
respect from the perspective of Holders than those in effect on the Issue Date,
the Company will be permitted to treat the ALCAD Partnership as a Subsidiary for
all purposes of this Indenture.



<PAGE>

<PAGE>
                                      -29-

               "Supply Partnership" means any Person (a) in which the Company
beneficially owns less than a majority of the Voting Equity Interests, and (b)
which has been organized for the purpose of toll manufacturing, marketing or
selling industrial chemical products, mining minerals and/or supplying energy,
raw materials or transportation services for the benefit of (x) the Company and
the Restricted Subsidiaries in the ordinary course and (y) one or more of its
customers or raw material (including energy) suppliers that is not an Affiliate
of the Company and (z) if applicable, other persons similarly situated as the
Company and the Restricted Subsidiary with respect to such benefits.

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

               "Tax Sharing Agreement" means the Tax Sharing Agreement dated
April 28, 1999 between GenTek and GCG, as the same may be amended, modified or
replaced in accordance with this Indenture.

               "Taxes" means any federal, state, local or foreign taxes.

               "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb), as amended, as in effect on the date of this Indenture (except as
provided in Section 10.03) 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.

               "Trust Officer" means any officer within the corporate trust
department (or any successor group of the Trustee) including any vice president,
assistant vice president, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such trust matter is referred because of his knowledge of and familiarity
with the particular subject.

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

               "United States Government Obligations" means direct non-callable
obligations of the United States of America for the payment of which the full
faith and credit of the United States is pledged.



<PAGE>

<PAGE>
                                      -30-

               "Unrestricted Securities" means one or more Securities that do
not and are not required to bear the Private Placement Legend in the form set
forth in Exhibit A hereto, including, without limitation, the Exchange
Securities and any Securities registered under the Securities Act pursuant to
and in accordance with the Registration Rights Agreement.

               "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 4.17. Any such designation may be revoked
by a Board Resolution of the Company delivered to a Trustee, subject to the
provisions of Section 4.17.

               "Unutilized Net Cash Proceeds" see Section 4.05(a).

               "Voting Equity Interests" means Equity Interests in a corporation
or other Person either (x) with voting power under ordinary circumstances
entitling the holders thereof to vote for the election of the Board of Directors
or other governing body of such corporation or Person or (y) for purposes of the
definition of "Change of Control" only, directly or indirectly accompanied with
other rights to direct the policies, management or affairs of such Person
pursuant to contract or otherwise.

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

               "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the outstanding Equity Interests (other than directors'
qualifying shares) of which are owned, directly or indirectly, by the Company.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

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

               "Commission" means the SEC.

               "indenture securities" means the Securities.

               "indenture security holder" means a Securityholder.


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                                      -31-

               "indenture to be qualified" means this Indenture.

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

               "obligor" on the indenture securities means the Company or any
other obligor on the 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 SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03. Rules of Construction.

               Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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

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

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


                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01. Form and Dating.

               The Initial Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities and the Trustee's certifi-



<PAGE>

<PAGE>
                                      -32-


cate of authentication thereof shall be substantially in the form of Exhibit B
hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Company and the Trustee shall approve
the form of the Securities and any notation, legend or endorsement on them. Each
Security shall be dated the date of its issuance and shall show the date of its
authentication.

               Securities offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more 144A Global Securities and
Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Regulation S Temporary Global Securities,
substantially in the form set forth in Exhibit A hereto, deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Exhibit C hereto. The aggregate principal amount of the Global
Securities 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.

               The Restricted Period for the Regulation S Temporary Global
Security shall be terminated upon the receipt by the Trustee of (i) a written
certificate from the Depository, together with copies of certificates from the
Euroclear System and Cedel Bank certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Security (except to the extent of
any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion
of Counsel. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Security shall be exchanged for
beneficial interests in the Regulation S Permanent Global Security.
Simultaneously with the authentication of the Regulation S Permanent Global
Security, the Trustee shall cancel the Regulation S Temporary Global Security.
The aggregate principal amount of the Regulation S Temporary Global Security and
the Regulation S Permanent Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

               The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall
be applicable to transfers of beneficial interests in the Regulation S Temporary
Global Security and the Regulation S Permanent Global Security that are held by
participants through Euroclear or Cedel Bank.



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                                      -33-

SECTION 2.02. Execution and Authentication.

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

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

               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 (i) Initial Securities for
original issue in an aggregate principal amount not to exceed $100,000,000, (ii)
Private Exchange Securities from time to time only in exchange for a like
principal amount of Initial Securities and (iii) Unrestricted Securities from
time to time only in exchange for (A) a like principal amount of Initial
Securities or (B) a like principal amount of Private Exchange Securities, in
each case upon a written order of the Company in the form of an Officers'
Certificate. Each such written order shall specify the amount of Securities to
be authenticated and the date on which the Securities are to be authenticated,
whether the Securities are to be Initial Securities, Private Exchange Securities
or Unrestricted Securities and whether the Securities are to be issued as
Physical Securities or Global Securities and such other information as the
Trustee may reasonably request. The aggregate principal amount of Securities
outstanding at any time may not exceed $100,000,000, except as provided in
Sections 2.07 and 2.08.

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

               The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities. Any such appointment shall
be evidenced by an instrument in writing signed by a Trust Officer, a copy of
which instrument shall be promptly furnished to the Company. 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



<PAGE>

<PAGE>
                                      -34-

authenticating agent shall have 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, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange (the "Registrar"), (b)
Securities may be presented or surrendered for payment (the "Paying Agent") and
(c) notices and demands in respect of the Securities and this Indenture may be
served. The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company, upon notice to the Trustee, may appoint one
or more co-Registrars and one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent. Except as provided herein, the
Company or any of its Affiliates may act as Paying Agent, Registrar or
co-Registrar.

               The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall incorporate the provisions
of the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent. If the Company fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

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

SECTION 2.04. Paying Agent To Hold Assets in Trust.

               The Company shall require each Paying Agent, other than the
Trustee, to agree in writing that each Paying Agent shall hold in trust, for the
benefit of Holders or the Trustee, all assets held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any Default by the Company in making any such payment. The Company at
any time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the



<PAGE>

<PAGE>
                                      -35-

Paying Agent shall have no further liability for such assets. If the Company or
any of its respective Affiliates acts as Paying Agent, it shall, on or before
each due date of the principal of or interest on the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of principal or interest on any
Security and remaining unclaimed for two years after such principal and interest
has become due and payable shall be paid to the Company at its request, or, if
then held by the Company, shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, unless an applicable abandoned property law
designates another person and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

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

SECTION 2.06. Transfer and Exchange.

               Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar or a co-Registrar 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



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<PAGE>
                                      -36-

transfer taxes or other governmental charge payable upon exchanges or transfers
pursuant to Section 2.02, 2.10, 3.06, 4.05, 4.14, or 10.05). The Registrar or
co-Registrar shall not be required to register the transfer 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 hereof, except the unredeemed portion of any
Security being redeemed in part.

               Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee and any Agent of the Company shall treat the
person in whose name the Security is registered as the owner thereof for all
purposes whatsoever whether or not the Security shall be overdue, and neither
the Company, the Trustee nor any such Agent shall be affected by notice to the
contrary. Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such beneficial interest in a 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.

SECTION 2.07. Replacement Securities.

               If a mutilated Security is surrendered to the Trustee 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 a
replacement Security if the Trustee's requirements for replacement of Securities
are met. If required by the Company or the Trustee, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of both the
Company and the Trustee, to protect the Company, the Trustee and any Agent from
any loss which any of them may suffer if a Security is replaced The Company may
charge such Holder for any tax or governmental charge that may be imposed in
relation thereto and for its 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 cancelled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 2.09, a Security does not cease to be
outstanding because the Company or any of its Affiliates holds the Security.



<PAGE>

<PAGE>
                                      -37-

               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, Purchase Date or the Maturity Date the
Paying Agent holds money sufficient to pay all of the principal and interest due
on the Securities (or part thereof) payable on that date, and is not prohibited
from paying such money to the Holders pursuant to the terms of this Indenture,
then on and after that date such Securities (or part thereof) 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 or any of its 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 Trust Officer of the Trustee actually knows are so owned shall be
disregarded.

               The Company shall notify the Trustee, in writing, when it or any
of its Affiliates repurchases or otherwise acquires Securities, of the aggregate
principal amount of such Securities so repurchased or otherwise acquired.

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.



<PAGE>

<PAGE>
                                      -38-

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,
dispose of and deliver evidence of such disposal of all Securities surrendered
for transfer, exchange, payment or cancellation. 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 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.

               The Company shall pay interest on overdue principal from time to
time on demand at the rate of interest then borne by the Securities. The Company
shall, to the extent lawful, pay interest on overdue installments of interest
from time to time on demand at the rate of interest then borne by the
Securities.

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

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

SECTION 2.13. CUSIP Number.

               The Company in issuing the Securities will use a "CUSIP" number
if generally in use and, if so, the Trustee shall use the CUSIP number in
notices of redemption or exchange as a convenience to Holders; provided ,
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number



<PAGE>

<PAGE>
                                      -39-

printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities. The Company shall
promptly notify the Trustee of any changes in CUSIP numbers.

SECTION 2.14. Deposit of Moneys.

               Prior to 10:00 a.m. New York City time on each Interest Payment
Date, Redemption Date, Purchase Date and the Maturity Date, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient to
make cash payments, if any, due on such Interest Payment Date, Redemption Date,
Purchase Date or Maturity Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, Redemption Date, Purchase Date or 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; provided,
however, that Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in Global Securities if (i) the
Company notifies the Trustee that the Depository is unwilling or unable to
continue as Depository for any Global Security and a successor Depository is not
appointed by the Company within 90 days of such notice, (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
Physical Securities or (iii) an Event of Default has occurred



<PAGE>

<PAGE>
                                      -40-

and is continuing and the Registrar has received a request from the Depository
to issue Physical Securities, provided that in no event shall the Regulation S
Temporary Global Security be exchanged by the Company for Physical Securities
prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the Securities
Act as stated in an Opinion of Counsel.

               (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.

               (d) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(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 or co-Registrar with a request:

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

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

the Registrar or co-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



<PAGE>

<PAGE>
                                      -41-

              (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, 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 or co-Registrar by a Holder for Registration in
                      the name of such Holder, without transfer, a certification
                      from such Holder to that effect (substantially in the form
                      of Exhibit D hereto); or

               (B)    if such Physical Security is being transferred to a QIB in
                      accordance with Rule 144A, a certification to that effect
                      (substantially in 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 (substantially in the form of
                      Exhibit D hereto) and a transferee letter of
                      representation substantially in the form of Exhibit E
                      hereto and, at the option of the Company or the Trustee,
                      an Opinion of Counsel reasonably satisfactory to the
                      Company or the Trustee, as the case may be, to the effect
                      that such transfer is in compliance with the Securities
                      Act; or

               (D)    if such Physical Security is being transferred in reliance
                      on Regulation S, delivery of a certification to that
                      effect (substantially in the form of Exhibit D hereto) and
                      a transferor certificate for Regulation S transfer
                      substantially in the form of Exhibit F hereto and, at the
                      option of the Company or the Trustee, an Opinion of
                      Counsel reasonably satisfactory to the Company or the
                      Trustee, as the case may be, 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 (substantially in the form of
                      Exhibit D hereto) and, at the option of the Company or the
                      Trustee, an Opinion of Counsel reasonably satisfactory to
                      the Company or the Trustee, as the case may be, 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



<PAGE>

<PAGE>
                                      -42-

                      certification to that effect (substantially in the form of
                      Exhibit D hereto) and, at the option of the Company or the
                      Trustee, an Opinion of Counsel reasonably acceptable to
                      the Company or the Trustee, as the case may be, 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 the offer and sale
of which has not been registered under the Securities Act 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 or co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

               (A)    certification, substantially in the form of Exhibit D
                      hereto, that such Physical Security is being transferred
                      (I) to a QIB, (II) to an Accredited Investor, (III) in an
                      offshore transaction in reliance on Regulation S and, with
                      respect to (II) and (III), at the option of the Company or
                      the Trustee, an Opinion of Counsel reasonably acceptable
                      to the Company or the Trustee, as the case may be, to the
                      effect that such transfer is in compliance with the
                      Securities Act; and

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

then the Registrar or co-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 Depository and the Registrar or
co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. If no 144A Global Security, IAI
Global Security or Regulation S Global Security, as the case may be, is then
outstanding, the Company shall, unless either of the events in the proviso to
Section 2.15(b) have occurred and are continuing, issue and the Trustee shall,
upon written instructions from the Company in accordance with Section 2.02,
authenticate such a Global Security in the appropriate principal 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; provided, however, that, prior to the expiration



<PAGE>

<PAGE>
                                      -43-


of the Restricted Period, transfers of beneficial interests in the Regulation S
Temporary Global Security may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon receipt by the
Registrar or Co-Registrar of written instructions, or such other instruction as
is customary for the Depository, from the Depository or its nominee, requesting
the registration of transfer of an interest in a 144A Global Security, an IAI
Global Security or a Regulation S Global Security, as the case may be, to
another type of Global Security, together with the applicable Global Securities
(or, if the applicable type of Global Security required to represent the
interest as requested to be transferred is not then outstanding, only the Global
Security representing the interest being transferred), the Registrar or
Co-Registrar shall cancel such Global Securities (or Global Security) and the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate new Global Securities of
the types so cancelled (or the type so cancelled and applicable type required to
represent the interest as requested to be transferred) reflecting the applicable
increase and decrease of the principal amount of Securities represented by such
types of Global Securities, giving effect to such transfer. If the applicable
type of Global Security required to represent the interest as requested to be
transferred is not outstanding at the time of such request, the Company shall
issue and the Trustee shall, upon written instructions from the Company in
accordance with Section 2.02, authenticate a new Global Security of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.

               (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; provided, however, that prior to the Registration, a
        transferee that is a QIB or Institutional Accredited Investor may not
        exchange a beneficial interest in Global Security for a Physical
        Security; provided that in no event shall Physical Securities be issued
        upon the transfer or exchange of beneficial interests in the Regulation
        S Temporary Global Security prior to (x) the expiration of the
        Restricted Period and (y) the receipt by the Registrar of any
        certificates required pursuant to Rule 903 under the Securities Act as
        stated in an Opinion of Counsel. Upon receipt by the Registrar or
        co-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 (subject to the previous sentence) 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



<PAGE>

<PAGE>
                                      -44-


        sale of which have not been registered under the Securities Act, the
        following additional information and documents:

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

               (B)    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 (substantially in the form of Exhibit D
                      hereto) and, at the option of the Company, 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 or co-Registrar will cause, in accordance with the
        standing instructions and procedures existing between the Depository and
        the Registrar or co-Registrar, the aggregate principal amount of the
        applicable 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 in accordance with Section 2.02,
        the Trustee will authenticate and deliver to the transferee a Physical
        Security in the appropriate principal amount.

              (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 or co-Registrar in writing. The
        Registrar or co-Registrar shall deliver such Physical Securities 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 or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, ex-



<PAGE>

<PAGE>
                                      -45-


change or replacement of Securities bearing the Private Placement Legend, the
Registrar or co-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;(ii) such Security has been sold pursuant to an effective
registration statement under the Securities Act (including pursuant to a
Registration); or (iii) the date of such transfer, exchange or replacement is
two years after the later of (x) the Issue Date and (y) the last date that the
Company or any affiliate (as defined in Rule 144 under the Securities Act) of
the Company was the owner of such Securities (or any predecessor thereto).

               (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 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 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 interest 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.

               The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. 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



<PAGE>

<PAGE>
                                      -46-


                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Notices to Trustee.

               If the Company wants to redeem Securities pursuant to paragraph 5
or 6 of the Securities at the applicable redemption price set forth thereon, it
shall notify the Trustee in writing of the Redemption Date and the principal
amount of Securities to be redeemed. The Company shall give such notice to the
Trustee at least 10 days before giving notice of such Redemption pursuant to
Section 3.03 (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 less than all of the Securities are to be redeemed pursuant to
paragraph 5 of the Securities, the Trustee shall select the Securities to be
redeemed in compliance with the requirements of the 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 in such other manner as the Trustee shall deem fair and appropriate.
Selection of the Securities to be redeemed pursuant to paragraph 6 of the
Securities shall be made by the Trustee only on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of the Depository)
based on the aggregate principal amount of Securities held by each Holder,
unless such method is otherwise prohibited. The Trustee shall make the selection
from the Securities then outstanding, subject to redemption and not previously
called for redemption.

               The Trustee may select for redemption pursuant to paragraph 5 or
6 of the Securities portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company in writing promptly of the
Securities or portions of Securities to be redeemed.

SECTION 3.03. Notice of Redemption.

               At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder whose Secu-



<PAGE>

<PAGE>
                                      -47-

rities are to be redeemed at such Holder's registered address; provided,
however, that notice of a redemption pursuant to paragraph 6 of the Securities
shall be mailed to each Holder whose Securities are to be redeemed no later than
90 days after the date of the Closing of the relevant Equity Issuance.

               Each notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number thereon) and shall state:

               (1) the Redemption Date;

               (2) the redemption price;

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

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

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

               (6) in the case of any redemption pursuant to paragraph 5 or 6 of
        the Securities, 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, upon surrender of such Security, a new Security or
        Securities in principal amount equal to the unredeemed portion thereof
        will be issued.

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

SECTION 3.04. Effect of Notice of Redemption.

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



<PAGE>

<PAGE>
                                      -48-

SECTION 3.05. Deposit of Redemption Price.

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

               On and after Redemption Date, if money sufficient to pay the
redemption price of the Securities called for redemption is deposited by the
Company to the Paying Agent, the Securities (or portions thereof) called for
redemption will cease to accrue interest and the only remaining right of the
Holders will be to receive payment of the redemption price, and subject to the
last sentence of this Section 3.05, any accrued and unpaid interest to the
Redemption Date. If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of the Company to deposit with the Paying Agent money sufficient to
pay the redemption price thereof, the principal and accrued and unpaid interest,
if any, thereon shall, until paid or duly provided for, bear interest as
provided in Sections 2.12 and 4.01 with respect to any payment default.

SECTION 3.06. Securities Redeemed in Part.

               Upon surrender of a Security that is redeemed in part (with if
the Company or the Trustee so reasonably require, due endorsement by, or a
written instrument of transfer in form reasonably satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), the Trustee shall authenticate for the Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Securities.

               The Company shall pay the principal of and interest on the
Securities in the manner provided in the Securities, this Indenture and the
Registration Rights Agreement. An installment of principal or interest shall be
considered paid on the date due if the Trustee or Paying Agent holds on that
date money designated for and sufficient to pay the in-



<PAGE>

<PAGE>
                                      -49-

stallment in full and is not prohibited from paying such money to the Holders of
the Securities pursuant to the terms of this Indenture.

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

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 Article Eleven.
The Company hereby initially designates the Trustee as its office or agency in
The Borough of Manhattan, The City of New York, for such purposes.

SECTION 4.03. Transactions with Affiliates.

               The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into any transaction (or series of related transactions) with or for the benefit
of any of the respective Affiliates of GCG or the Company (each an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms, taken as a
whole, which are no less favorable to the Company or such Restricted Subsidiary,
as the case may be, than would be available at the time in a comparable
transaction with an unaffiliated third party, (ii) if such Affiliate Transaction
or series of related Affiliate Transactions (other than any such Affiliate
Transactions between the Company or a Restricted Subsidiary in the ordinary
course of business) involves aggregate payments or other consideration having a
Fair Market Value in excess of $5.0 million, such Affiliate Transaction is in
writing and a majority of the members of the Board of Directors of the Company
or GCG that are disinterested with respect to such Affiliate Transaction shall
have approved such Affiliate Transaction and determined that such Affiliate
Transaction complies with the foregoing provisions and (iii) if such Affiliate
Transaction or series of related Affiliate Transactions involves aggregate
payments or other consideration having a Fair Market Value in excess of $10.0
million, the Company shall have obtained a written opinion from an Independent
Financial Advisor (which is delivered to the Trustee) stating that the terms of
such Affiliate Transaction are fair, from a financial point of view, to the
Company or the Restricted Subsidiary involved in such Affiliate Transaction, as
the case may be.



<PAGE>

<PAGE>
                                      -50-

               Notwithstanding the foregoing, the restrictions set forth in this
covenant shall not apply to (i) any employment or separation agreement,
collective bargaining agreement, benefit plan, program or arrangement, related
trust agreement or any other similar arrangement for or with any employee,
officer or director entered into by the Company or any Restricted Subsidiary in
the ordinary course of business, whether before or after the Issue Date; (ii)
loans or other advances in an aggregate principal amount not to exceed $1.0
million at any one time outstanding; (iii) transactions between or among the
Company and/or the Restricted Subsidiaries; provided that no Person that is an
Affiliate of GCG or the Company other than a Restricted Subsidiary directly or
indirectly has a beneficial Equity Interest in such Restricted Subsidiary; (iv)
the payment of reasonable director compensation and expenses to Persons who are
not otherwise Affiliates of the Company; (v) sales of soda ash, calcium chloride
and other products to GenTek and its Subsidiaries pursuant to existing
agreements or in the ordinary course of business on terms in aggregate no less
favorable than would be available in a comparable transaction at the time with
an unaffiliated third party; (vi) payments made pursuant to the Refinancing
Transactions or the Separation Agreements or the Tax Sharing Agreement as such
agreements are in effect on the Issue Date; (vii) payments not to exceed $1.5
million per year (subject to increase as provided for in the Management
Agreement as in effect on the Issue Date) pursuant to the Management Agreement
as in effect on the Issue Date and other payments of fees for services rendered
from an Affiliate which have been approved by a majority of the disinterested
directors of GCG or the Company; (viii) payments of indemnification or
contribution made to any directors, officers, employees or agents of the Company
or any Restricted Subsidiary as determined in good faith by the Board of
Directors of the Company or such Restricted Subsidiary; (ix) any dividend or
distribution permitted pursuant to Section 4.06; (x) the payment of
compensation, performance of indemnification or contribution obligations, or any
issuance, grant or award of stock, options, other equity-related interests or
other securities, to employees, officers or directors in the ordinary course of
business; (xi) any transaction in the ordinary course of business between the
Company and any Restricted Subsidiary and any Affiliate that is a joint venture
or similar entity (including a Supply Partnership and Mineral Agreement) in
which the Company and/or a Restricted Subsidiary has an Investment and which is
primarily engaged in a Related Business, provided that no Person that is an
Affiliate of GCG or the Company (other than a Restricted Subsidiary) directly or
indirectly has a beneficial interest in any Equity Interests in such joint
venture or similar entity; and (xii) Permitted Partnership Transactions.

SECTION 4.04. Limitation on Incurrence of Indebtedness and Preferred Equity
              Interests.

               This Indenture shall provide that (i) the Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any
Indebtedness and



<PAGE>

<PAGE>
                                      -51-

(ii) the Company shall not permit any Restricted Subsidiary to issue any
Preferred Equity Interests; provided, however, that the Company and or any
Restricted Subsidiary (other than GCSAP and its Subsidiaries) may Incur
Indebtedness (other than Preferred Equity Interests of a Restricted Subsidiary)
if, at the time of and immediately after giving pro forma effect to such
Incurrence of Indebtedness and the application of the proceeds therefrom, the
Company's Consolidated Coverage Ratio would be greater than or equal to 2.0 to
1.0.

               The provisions of the first paragraph of this covenant shall not
apply to the Incurrence of any of the following items of Indebtedness
(collectively, "Permitted Indebtedness"):

               (i) the Incurrence by the Company or any Restricted Subsidiary
        (other than GCSAP and its Subsidiaries) of Indebtedness under the Credit
        Facility; provided that the aggregate principal amount of Indebtedness
        (with letters of credit being deemed to have a principal amount at any
        time equal to the aggregate then undrawn and unexpired amount thereof
        plus the aggregate amount of drawings thereunder that have not then been
        reimbursed) outstanding under the Credit Facility after giving effect to
        such Incurrence does not exceed an amount equal to (x) $85.0 million,
        plus (y) in the case of a Credit Facility constituting a refinancing (or
        a successive refinancing) of the initial Credit Facility an amount equal
        to the amount of reasonable fees, underwriting discounts, premiums and
        other costs and expenses incurred in connection with such refinancing,
        less (z) the aggregate principal amount of such Indebtedness repaid from
        the net cash proceeds of any Asset Sale to the extent reducing the
        commitments of the lenders thereunder;

              (ii) the Incurrence by the Company or any Restricted Subsidiary of
        Indebtedness under this Indenture;

             (iii) the Incurrence by the Company or any Restricted Subsidiary of
        Purchase Money Indebtedness or Capital Lease Obligations; provided that,
        after giving effect to any such Incurrence, the aggregate principal
        amount (or accreted value, as applicable) of all outstanding
        Indebtedness Incurred under this clause (iii), when aggregated with all
        outstanding Permitted Refinancing Indebtedness (including any successive
        refinancings) Incurred under clause (iv) below to refinance Indebtedness
        Incurred under this clause (iii), does not exceed at any time
        outstanding the greater of (x) $15.0 million and (y) 5% of Consolidated
        Tangible Assets;

              (iv) the Incurrence by the Company or any Restricted Subsidiary of
        Permitted Refinancing Indebtedness in exchange for, or the net proceeds
        of which are used to refund, refinance or replace, Indebtedness that was
        Incurred under the first paragraph hereof or clause (ii) or (iii) of
        this paragraph;



<PAGE>

<PAGE>
                                      -52-

               (v) the Incurrence or issuance by the Company or any Restricted
        Subsidiary of intercompany Indebtedness or Preferred Equity Interests
        between or among the Company and any of the Restricted Subsidiaries;
        provided that (a) if the Company is the obligor on any such
        Indebtedness, such Indebtedness is expressly subordinated to the prior
        payment in full in cash of all Obligations with respect to the
        Securities and (b)(x) any subsequent issuance or transfer of Equity
        Interests that results in any such Indebtedness or Preferred Equity
        Interests being held by a Person other than the Company or a Restricted
        Subsidiary thereof and (y) any sale or other transfer of any such
        Indebtedness or Preferred Equity Interests to a Person that is neither
        the Company nor a Restricted Subsidiary thereof shall be deemed, in each
        case, to constitute an Incurrence of such Indebtedness or issuance of
        Preferred Equity Interests by the Company or such Restricted Subsidiary,
        as the case may be, that was not permitted by this clause (v);

              (vi) the Incurrence by the Company or any Restricted Subsidiary of
        Permitted Hedging Obligations;

             (vii) the Incurrence by the Company or any Restricted Subsidiary of
        Indebtedness represented by trade letters of credit, performance or
        surety bonds, completion guarantees or similar arrangements, in each
        case, in the ordinary course of business; and

            (viii) the Incurrence by the Company or any Restricted Subsidiary
        (other than GCSAP and its Subsidiaries) of additional Indebtedness and
        the issuance by any Restricted Subsidiary of Preferred Equity Interests
        in an aggregate principal amount or liquidation preference or other
        priority claim (or accreted value, as applicable) at any time
        outstanding not to exceed $15.0 million at any one time outstanding.

               For purposes of determining compliance with this covenant, (x) in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through (viii)
above or is entitled to be Incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this covenant at the time of
Incurrence or issuance or at the time of any subsequent Incurrence or issuance
and (y) to avoid duplication, with respect to any item of Indebtedness, any
other obligation of the obligor on such Indebtedness (or of any other Person
that could have Incurred such Indebtedness under this covenant) arising under
any guaranty, Lien or letter of credit, bankers' acceptance or other similar
instrument or obligation supporting such Indebtedness shall be disregarded to
the extent that such guaranty, Lien or letter of credit, bankers' acceptance or
other similar instrument or obligation secures the principal amount of such
Indebtedness and the Incurrence of such Indebtedness has otherwise been included
in determining compliance with this covenant.



<PAGE>

<PAGE>
                                      -53-

SECTION 4.05. Disposition of Proceeds of Asset Sales.

               (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless
(i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets sold or otherwise disposed of and (ii) at least 75% of such
consideration consists of cash or Cash Equivalents; provided that the principal
amount (or accreted value) of any (i) Indebtedness (other than any Subordinated
Indebtedness or Pari Passu Debt) of the Company or any Restricted Subsidiary
that is actually assumed by the transferee in such Asset Sale and from which the
Company and the Restricted Subsidiaries are fully and unconditionally released
shall be deemed to be cash for purposes of determining the percentage of cash
consideration received by the Company or the Restricted Subsidiaries and (ii)
notes or other similar obligations received by the Company or the Restricted
Subsidiaries from such transferee that are immediately converted, sold or
exchanged (or are converted, sold or exchanged within thirty days of the related
Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be
deemed to be cash in an amount equal to the net cash proceeds realized upon such
conversion, sale or exchange for purposes of determining the percentage of cash
consideration received by the Company or the Restricted Subsidiaries.

               With respect to any Asset Sale, the Company or such Restricted
Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of such
Asset Sale within 365 days of receipt thereof to repay Senior Indebtedness, (ii)
apply the Net Cash Proceeds of such Asset Sale to acquire, construct or improve
properties and capital assets to be used in a Related Business or to acquire
Equity Interests in any Person which thereby becomes a Restricted Subsidiary
whose assets consist primarily of properties and capital assets used in a
Related Business or (iii) apply the Net Cash Proceeds of any Asset Sale within
365 days of receipt thereof to repay Pari Passu Debt not exceeding the Pari
Passu Debt Pro Rata Share. Notwithstanding the foregoing, in the event a
Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary dividends
or distributes to all of its stockholders on a pro rata basis any Net Cash
Proceeds to the Company or another Restricted Subsidiary, the Company or such
Restricted Subsidiary need only apply its share of such Net Cash Proceeds in
accordance with the preceding clause (i), (ii) or (iii).

               To the extent all or part of the Net Cash Proceeds of any Asset
Sale are not applied within 365 days of such Asset Sale as described in clause
(i), (ii) or (iii) or the proviso of the first paragraph of this Section 4.05
(such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall,
within 20 days after such 365th day, make an Offer to Purchase all outstanding
Securities up to a maximum principal amount (expressed as a multiple of $1,000)
of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in
cash equal to 100% of the principal amount thereof, plus accrued and unpaid



<PAGE>

<PAGE>
                                      -54-


interest thereon, if any, to the Purchase Date; provided, however, that the
Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash
Proceeds equal to or in excess of $10.0 million, at which time the entire amount
of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to this paragraph. Each Holder
shall be entitled to tender all or any portion of the Securities owned by such
Holder pursuant to the Offer to Purchase, subject to the requirement that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount and subject to any proration among tendering Holders as
described in paragraph (b) below.

               (b) With respect to any Offer to Purchase effected pursuant to
this Section 4.05, among the Securities, to the extent the aggregate principal
amount of Securities tendered pursuant to such Offer to Purchase exceeds the
Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such
Securities shall be purchased pro rata based on the aggregate principal amount
of such Securities tendered by each Holder. To the extent the Unutilized Net
Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders
of the Securities pursuant to such Offer to Purchase, the Company may retain and
utilize any portion of the Unutilized Net Cash Proceeds not applied to
repurchase the Securities for any purpose consistent with the other terms of
this Indenture.

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

               (d) In the event that the Company makes an Offer to Purchase the
Securities, the Company shall comply with any applicable securities laws and
regulations, including any applicable requirements of Section 14(e) of, and Rule
14e-1 under, the Exchange Act, and any violation of the provisions of this
Indenture relating to such Offer to Purchase oc-




<PAGE>

<PAGE>
                                      -55-


curring as a result of such compliance shall not be deemed a Default or an Event
of Default.

SECTION 4.06. Limitation on Restricted Payments.

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

               (i) declare or pay any dividend or any other distribution in
        respect of any Equity Interests of the Company or any Restricted
        Subsidiary or make any payment or distribution to the direct or indirect
        holders (in their capacities as such) of Equity Interests of the Company
        or any Restricted Subsidiary (other than (x) any dividends,
        distributions and payments made to the Company or any Restricted
        Subsidiary, (y) dividends or distributions payable to any Person solely
        in Qualified Equity Interests of the Company or in options, warrants or
        other rights to purchase Qualified Equity Interests of the Company and
        (z) the payment of any dividend or distribution on a pro rata basis to
        all holders of Equity Interests in a Restricted Subsidiary);

              (ii) purchase, redeem or otherwise acquire or retire for value any
        Equity Interests (other than any Equity Interests owned by the Company
        or any Restricted Subsidiary) of (x) the Company or (y) any Restricted
        Subsidiary to the extent such Equity Interests of the Restricted
        Subsidiary are owned by an Affiliate of the Company (other than a
        Restricted Subsidiary);

             (iii) purchase, redeem, defease or retire for value, or make any
        principal payment on, prior to any scheduled maturity, scheduled
        repayment or scheduled sinking fund payment, any Subordinated
        Indebtedness (other than (x) any Subordinated Indebtedness held by the
        Company or any Restricted Subsidiary and (y) any purchase, redemption,
        defeasance or other acquisition or retirement for value in anticipation
        of satisfying a sinking fund obligation, principal installment or final
        maturity, in each case due within one year of the date of such
        acquisition or retirement); or

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

(any such payment or any other action described in (i), (ii), (iii) or (iv)
each, a "Restricted Payment"), unless

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



<PAGE>

<PAGE>
                                      -56-

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

               (c) immediately after giving effect to such Restricted Payment,
        the aggregate amount of all Restricted Payments declared or made on or
        after the Issue Date does not exceed an amount equal to the sum of (1)
        50% of cumulative Consolidated Net Income determined for the period
        (taken as one accounting period) from April 1, 1999 and ending on the
        last day of the most recent fiscal quarter immediately preceding the
        date of such Restricted Payment for which consolidated financial
        statements of the Company are available (or, if such cumulative
        Consolidated Net Income shall be a loss, minus 100% of such loss), plus
        (2) the aggregate net cash proceeds received by the Company either (x)
        as capital contributions to the Company after the Issue Date or (y) from
        the issue and sale (other than to a Subsidiary of the Company) of
        Qualified Equity Interests of the Company after the Issue Date
        (excluding the net cash proceeds (x) from any issuance or sale of
        Qualified Equity Interests or capital contribution if such net cash
        proceeds are to be made the subject of an optional redemption prior to
        May 1, 2002 or (y) from any issuance or sale of Equity Interests or
        capital contribution financed, directly or indirectly, using funds
        borrowed from the Company or any Subsidiary of the Company until and to
        the extent such borrowing is repaid), plus (3) the principal amount (or
        accreted amount (determined in accordance with GAAP), if less) of any
        Indebtedness of the Company or any Restricted Subsidiary Incurred after
        the Issue Date which has been converted into or exchanged for Qualified
        Equity Interests of the Company, plus (4) in the case of the disposition
        or repayment of any Investment constituting a Restricted Payment made
        after the Issue Date, an amount (to the extent not included in the
        computation of Consolidated Net Income) equal to the lesser of (x) the
        return of capital with respect to such Investment and (y) the amount of
        such Investment which was treated as a Restricted Payment, in either
        case, less the cost of the disposition of such Investment and net of
        taxes to the extent such costs and taxes exceed the amount, if any, by
        which the proceeds of such disposition or repayment exceed the lesser of
        the amounts referred to in the preceding such clauses (x) and (y) of
        this clause (4), plus (5) so long as the Designation thereof was treated
        as a Restricted Payment made after the Issue Date, with respect to any
        Unrestricted Subsidiary as to which a Revocation has occurred in
        accordance with Section 4.17, the lesser of (x) the Fair Market Value of
        the Investment of the Company or any Restricted Subsidiary in such
        Subsidiary as of the date of such Revocation or (y) the Designation
        Amount with respect to such Designation, plus (6) to the extent not
        included in the computation of Consolidated Net Income, the amount of
        cash dividends or cash distributions (other



<PAGE>

<PAGE>
                                      -57-


        than to permit the Company or a Restricted Subsidiary to pay taxes)
        received from any Unrestricted Subsidiary since the Issue Date, minus
        (7) the greater of (x) $0 and (y) the Designation Amount (measured as of
        the date of Designation) with respect to any Subsidiary of the Company
        which has been Designated as an Unrestricted Subsidiary after the Issue
        Date in accordance with Section 4.17, plus (8) $5.0 million.

For purposes of the preceding clause (c), the value of the aggregate net
proceeds received by the Company upon the issuance of Capital Stock either upon
the conversion of convertible Indebtedness or in exchange for outstanding
Indebtedness or upon the exercise of options, warrants or rights will be the net
proceeds received upon the issuance of such Indebtedness, options warrants or
rights plus the incremental amount received by the Company upon the conversion,
exchange or exercise thereof. For purposes of this covenant, the amount of any
Restricted Payment, if other than cash, shall be the Fair Market Value of the
asset(s) proposed to be transferred by the Company or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment.

               The foregoing provisions will not prevent (i) the payment of any
dividend or distribution on, or redemption of, Equity Interests within 60 days
after the date of declaration of such dividend or distribution or the giving of
formal notice of such redemption, if at the date of such declaration or giving
of such formal notice such payment or redemption would comply with the
provisions of this Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any Equity Interests in exchange for, or out of the net cash
proceeds of the substantially concurrent issue and sale (other than to a
Subsidiary of the Company) of, Qualified Equity Interests of the Company or a
substantially concurrent capital contribution to the Company; provided, that any
such net cash proceeds and the value of any Qualified Equity Interests issued in
exchange for such retired Equity Interests are excluded from clause (c)(2) of
the preceding paragraph; (iii) the purchase, redemption, retirement, defeasance
or other acquisition of Subordinated Indebtedness, or any other payment thereon,
made in exchange for, or out of the net cash proceeds of (x) a substantially
concurrent issue and sale (other than to a Subsidiary of the Company) of,
Qualified Equity Interests of the Company or a substantially concurrent capital
contribution to the Company; provided, that any such net cash proceeds and the
value of any Qualified Equity Interests issued in exchange for Subordinated
Indebtedness are excluded from clauses (c)(2) and (c)(3) of the preceding
paragraph or (y) a substantially concurrent issue and sale of other Subordinated
Indebtedness having no stated maturity for the payment of principal thereof
prior to the 91st day following the final stated maturity of the Securities;
(iv) the distribution to be made to NHO for distribution to GCG out of the net
proceeds from the issuance of the Securities (as described under "Use of
Proceeds" in the Offering Memorandum); (v) Permitted Equity Incentive Payments;
(vi) payments in connection with Permitted Partnership Transactions; (vii)
distributions, loans or advances to NHO for distribution to



<PAGE>

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                                      -58-


GCG to fund payments, or payments made on behalf of GCG, pursuant to the
terms of the Separation Agreements, as the same may be amended, modified or
replaced in accordance with this Indenture; (viii) for any tax period in which
the Company is included in any consolidated, combined, affiliated or unitary
group of GCG or NHO or, in the case of payments described in clause (y) of the
definition of Related Taxes, for any tax period to which the Tax Sharing
Agreement applies, payments to GCG or NHO in an amount equal to the amount of
Related Taxes for such period, less the aggregate amount of such Taxes paid or
to be paid directly by the Company or its Subsidiaries for such period and less
any refunds of such Taxes (in respect of such period or any prior period (or
portion thereof) beginning after the Issue Date) that were received by GCG or
NHO and were not repaid to the Company; (ix) the making of distributions, loans
or advances to NHO for distribution to GCG to permit GCG to (A) pay its costs
(including all professional fees and expenses) incurred to comply with its
reporting obligations under federal or state laws, including any reports filed
with respect to the Securities Act, Exchange Act or the respective rules and
regulations promulgated thereunder, (B) make payments in respect of its
directors and officers insurance coverage and as customary compensation to the
independent directors of GCG, (C) make payments in respect of indemnification
obligations under GCG's charter or by-laws or pursuant to written agreements
owing (1) to directors and officers of GCG or (2) to employees or other Persons
to the extent, in the case of this sub-clause (2), such payments relate to
services performed by any such Person for the Company and its Subsidiaries, (D)
pay all reasonable fees and expenses payable by it and relating to the
Industrial Chemicals Business (as defined in the Offering Memorandum) in
connection with the Spin-Off (as defined in the Offering Memorandum), (E) pay
amounts due pursuant to the Management Agreement in an amount not to exceed $1.5
million per year (subject to increase as provided for therein on the Issue Date)
and other fees payable under the Management Agreement to the extent approved by
disinterested directors of GCG or the Company in accordance with Section 4.03,
(F) pay its other operational expenses (other than Taxes) incurred in the
ordinary course of business to the extent such expenses relate to acting as a
holding company for the Company and its Subsidiaries or to the operation of the
Company and its Subsidiaries; (x) any Investment constituting a Restricted
Payment in any Person that is made out of the net cash proceeds received by the
Company either as (x) a substantially concurrent capital contribution or (y) a
substantially concurrent issue and sale (other than to a Subsidiary of the
Company) of Qualified Equity Interests of the Company, provided that such net
cash proceeds are excluded from clause (c)(2) of the preceding paragraph; and
(xi) any purchase, redemption, repurchase, defeasance or other acquisition or
retirement of Subordinated Indebtedness to the extent required by the agreement
governing such Subordinated Indebtedness, following the occurrence of a Change
of Control (or other similar event described therein as a "change of control"),
but only if the Company shall have complied with Section 4.14 and, if required,
purchased all Securities tendered pursuant to the offer to repurchase all the
Securities required thereby, prior to purchasing or repaying such Subor-



<PAGE>

<PAGE>
                                      -59-


dinated Indebtedness; provided, however, that in the case of each of clauses
(ii), (iii), (v), (x) and (xi), no Default shall have occurred and be continuing
or would arise therefrom.

               In determining the amount of Restricted Payments permissible
under this covenant, amounts expended pursuant to clauses (i), (v), (ix) (other
than subclause (D) thereof) and (xi) of the immediately preceding paragraph
shall be included as Restricted Payments and amounts expended pursuant to any
other clauses shall be excluded; provided, however, that amounts expended
pursuant to clause (ix) shall only be included as Restricted Payments to the
extent of 50% of such amounts, on an after tax basis, that have not been
deducted in arriving at Consolidated Net Income. The amount of any non-cash
Restricted Payment shall be deemed to be equal to the Fair Market Value thereof
at the date of the making of such Restricted Payment. For purposes of
determining compliance with Section 4.06, in the event that a Restricted Payment
meets the criteria of more than one of the exceptions described in clauses (i)
through (xi) above or is entitled to be made pursuant to the first paragraph of
this Section 4.06, the Company may, in its sole discretion, classify such
Restricted Payment in any manner that complies with this Section 4.06 at the
time of such Restricted Payment.

SECTION 4.07. Corporate Existence.

               Subject to Article Five, the Company shall do or shall cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Restricted Subsidiary in accordance with the respective organizational documents
of each such Restricted Subsidiary and the rights (charter and statutory) and
material franchises of the Company and the Restricted 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 desirable in the conduct of the business of the Company and the
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; provided, further,
however, that a determination of the Board of Directors of the Company shall not
be required in the event of a merger of one or more Wholly Owned Restricted
Subsidiaries of the Company with or into another Wholly Owned Restricted
Subsidiary of the Company or another Person, if the surviving Person is a Wholly
Owned Restricted Subsidiary of the Company organized under the laws of the
United States or a State thereof or of the District of Columbia.

SECTION 4.08. 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, (1) all material taxes,
assessments and governmental



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<PAGE>
                                      -60-

charges levied or imposed upon the Company or any Restricted Subsidiary or upon
the income, profits or property of the Company or any Restricted Subsidiary and
(2) 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
the Company or any Restricted Subsidiary; 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 4.09. Notice of Defaults.

               (a) In the event that any Indebtedness of the Company or any of
its Subsidiaries is declared due and payable before its maturity because of the
occurrence of any default (or any event which, with notice or lapse of time, or
both, would constitute such a default) under such Indebtedness, the Company
shall, within 30 days of the occurrence thereof, give written notice to the
Trustee of such declaration, the status of such default or event and what action
the Company is taking or proposes to take with respect thereto.

               (b) Upon becoming aware of any Default or Event of Default, the
Company shall, within 30 days of the occurrence thereof, deliver an Officers'
Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.10. Maintenance of Properties and Insurance.

               (a) The Company shall cause all material properties owned by or
leased to it or any Restricted Subsidiary and used or useful in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in normal condition, repair and working order and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company 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 4.10 shall prevent the Company or any
Restricted Subsidiary 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 or of the board of
directors of the Restricted Subsidiary concerned, or of an officer (or other
agent employed by the Company or of any Restricted Subsidiary) of the Company or
such Restricted Subsidiary 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.



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<PAGE>
                                      -61-

               (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, and workers' compensation
insurance.

SECTION 4.11. Compliance Certificate.

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

SECTION 4.12. Provision of Financial Information.

               Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Company shall file
with the SEC if permitted by SEC practice and applicable law and regulations, so
long as any Securities remain outstanding, the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
SEC pursuant to such Section 13(a) or 15(d) (each, an "Exchange Act Report") or
any successor provision thereto if the Company were so subject, such documents
to be filed with the SEC on or prior to the respective dates (the "Required
Filing Dates") by which the Company would have been required so to file such
documents if the Company were so subject. The Company shall also in any event
(a) within 15 days of each Required Filing Date (whether or not permitted or
required to be filed with the SEC) (i) transmit (or cause to be transmitted) by
mail to all Holders, as their names and addresses appear in the Security
register, without cost to such Holders, and (ii) file with the Trustee, copies
of the annual reports, quarterly reports and other documents (without exhibits)
which the Company is required to file with the SEC pursuant to the preceding
sentence, or, if such filing is not so permitted (or, prior to the consummation
of the Exchange Offer, when the Company is not subject to Section 13(d) or 15(d)
of the Exchange Act), information and data of a similar nature, and (b) if,
notwithstanding the preceding sentence, filing such documents by the Company
with the SEC is not permitted by SEC practice or applicable law or regulations,
promptly upon written request supply copies of such documents to any Holder. In
addition, for so long as any Securities remain outstanding, until the completion
of the Exchange Offer or the effectiveness of a Shelf Regis-



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                                      -62-

tration Statement, as the case may be, the Company 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, and, to any beneficial holder of Securities, if not obtainable
from the SEC, information of the type that would be filed with the SEC pursuant
to the foregoing provisions, upon the request of any such holder. The Company
shall also comply with 'SS' 314(a) of the TIA.

SECTION 4.13. 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, which would prohibit or forgive the Company from paying
all or any portion of the principal of and/or interest, if any, on the
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
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

SECTION 4.14.      Change of Control.

               (a) Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall notify
the Holders of the Securities of such occurrence in the manner prescribed by
this Indenture and shall, within 30 days after the Change of Control Date, make
an Offer to Purchase all Securities then outstanding, and shall purchase all
Securities validly tendered, at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Purchase Date (subject to the right of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date). The Company's obligations may be satisfied if a third party makes
the Offer to Purchase in the manner, at the times and otherwise in compliance
with the requirements of this Indenture applicable to an Offer to Purchase made
by the Company and purchases all Securities validly tendered and not withdrawn
under such Offer to Purchase. Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount.

               (b) On or prior to the Purchase Date specified in the Offer to
Purchase, the Company shall (i) accept for payment all Securities or portions
thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying
Agent or, if the Company is acting as its



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                                      -63-

own Paying Agent, segregate and hold in trust as provided in Section 2.04, money
sufficient to pay the Purchase Price of all Securities or portions thereof so
accepted and (iii) deliver or cause to be delivered to the Trustee for
cancellation all Securities so accepted together with an Officers' Certificate
stating the Securities or portions thereof accepted for payment by the Company.
The Paying Agent (or the Company, if so acting) shall promptly mail or deliver
to Holders of Securities so accepted, payment in an amount equal to the Purchase
Price for such Securities, and the Trustee shall promptly authenticate and mail
or deliver to each Holder of Securities a new Security or Securities equal in
principal amount to any unpurchased portion of the Security surrendered as
requested by the Holder. Any Security not accepted for payment shall be promptly
mailed or delivered by the Company to the Holder thereof.

               (c) If the Company makes an Offer to Purchase, the Company will
comply with all applicable tender offer laws and regulations, including, to the
extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any
other applicable Federal or state securities laws and regulations and any
applicable requirements of any securities exchange on which the Securities are
listed, and any violation of the provisions of this Indenture relating to such
Offer to Purchase occurring as a result of such compliance shall not be deemed a
Default or an Event of Default.

               (d) The Trustee shall be under no obligation to ascertain the
occurrence of a Change of Control or to give notice with respect thereto. The
Trustee may conclusively assume, in the absence of written notice to the
contrary from the Company, that no Change of Control has occurred.

SECTION 4.15. Limitation on Senior Subordinated Indebtedness.

               The Company shall not, directly or indirectly, Incur any
Indebtedness that by its terms would expressly rank senior in right of payment
to the Securities and expressly rank subordinate in right of payment to any
other Indebtedness of the Company.

SECTION 4.16. Limitations on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

               The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions to the Company or any other Restricted Subsidiary on its Equity
Interests or with respect to any other interest or participation in, or measured
by, its profits, or pay any Indebtedness owed to the Company or any other
Restricted Subsidiary, (b) make loans or advances to, or guaranty any
Indebtedness or other obliga-



<PAGE>

<PAGE>
                                      -64-

tions of, the Company or any other Restricted Subsidiary or (c) transfer any of
its properties or assets to the Company or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
the Credit Facility as in effect on the Issue Date and any amendments,
restatements, renewals, replacements or refinancings thereof; provided, however,
that any such amendment, restatement, renewal, replacement or refinancing is not
materially more restrictive in the aggregate with respect to such encumbrances
or restrictions than those contained in the Credit Facility on the Issue Date,
as determined by the Board of Directors of the Company; (ii) applicable law;
(iii) any instrument governing Indebtedness or Equity Interests of an Acquired
Person acquired by the Company or any Restricted Subsidiary as in effect at the
time of such acquisition (except to the extent any such Indebtedness or Equity
Interests were Incurred by such Acquired Person in connection with, as a result
of or in contemplation of such acquisition); provided, however, that such
encumbrances and restrictions are not applicable to any Restricted Subsidiary,
or the properties or assets of any Restricted Subsidiary, other than the
Acquired Person; (iv)(A) non-assignment provisions that restrict in a customary
manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer
of any lease, license or other contract, (B) customary provisions restricting
dispositions of real property interests set forth in any easement or similar
agreements of the Company or any Restricted Subsidiary or (C) restrictions on
cash or other deposits or net worth imposed by customers under agreements
entered into in the ordinary course of business; (v) Purchase Money Indebtedness
or Capital Lease Obligations permitted under Section 4.04 and Section 4.18 that
only imposes encumbrances and restrictions on the property so acquired; (vi) any
agreement for the sale or disposition of the Equity Interests or assets of any
Restricted Subsidiary; provided, however, that such encumbrances and
restrictions described in this clause (vi) are only applicable to such
Restricted Subsidiary or assets, as applicable, and any such sale or disposition
is made in compliance with Section 4.05 to the extent applicable thereto; (vii)
Permitted Refinancing Indebtedness permitted under clause (iv) of the second
paragraph of Section 4.04; provided, however, that such encumbrances and
restrictions contained in the agreements governing such Indebtedness are not
materially more restrictive in the aggregate than those contained in the
agreements governing the Indebtedness being refinanced immediately prior to such
refinancing, as determined by the Board of Directors of the Company; (viii) this
Indenture or contained in any other indenture governing debt securities that are
not materially more restrictive than those contained in this Indenture, as
determined by the Board of Directors of the Company or (ix) customary
restrictions contained in Indebtedness of a Restricted Subsidiary which is
permitted to be Incurred under this Indenture.



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                                      -65-

SECTION 4.17. Designation of Unrestricted Subsidiaries.

               (a) The Company may designate after the Issue Date any Subsidiary
of the Company (other than GCSAP and its Subsidiaries or any Subsidiary which
owns Equity Interests in GCSAP or any of its Subsidiaries) as an "Unrestricted
Subsidiary" under this Indenture (a "Designation") only if:

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

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

             (iii) the Company would be permitted to make an Investment (other
        than a Permitted Investment) at the time of Designation (assuming the
        effectiveness of such Designation) pursuant to the first paragraph of
        Section 4.06 in an amount (the "Designation Amount") equal to the Fair
        Market Value of the Investment of the Company and the Restricted
        Subsidiaries in such Subsidiary on such date.

               Neither the Company nor any Restricted Subsidiary shall at any
time (x) provide credit support for, subject any of its property or assets
(other than the Equity Interests of any Unrestricted Subsidiary) to the
satisfaction of, or guaranty, 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 cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary,
except for any non-recourse guaranty given solely to support the pledge by the
Company or any Restricted Subsidiary of the capital stock of any Unrestricted
Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall be automatically
deemed to be Unrestricted Subsidiaries.

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

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



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                                      -66-

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

             (iii) any transaction (or series of related transactions) between
        such Subsidiary and any of its Affiliates that occurred while such
        Subsidiary was an Unrestricted Subsidiary would be permitted by Section
        4.03 as if such transaction (or series of related transactions) had
        occurred at the time of such Revocation.

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

SECTION 4.18. Limitation on Liens.

               The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, assume, incur, create or suffer to exist
any Liens of any kind against or upon any of their respective properties or
assets, whether owned on the Issue Date or thereafter acquired, or any proceeds
therefrom, to secure any Indebtedness (an "Initial Lien") unless
contemporaneously therewith effective provision is made, in the case of the
Company, to secure the Securities and all other amounts due under this
Indenture, equally and ratably with such Indebtedness (or, in the event that
such Indebtedness is subordinated in right of payment to the Securities, prior
to such Indebtedness) with a Lien on the same properties and assets securing
such Indebtedness for so long as such Indebtedness is secured by such Lien,
except for (i) Liens securing any Senior Indebtedness or any guaranty of Senior
Indebtedness by any Restricted Subsidiary and (ii) Permitted Liens. Any Lien
created in favor of the Securities pursuant hereto will be automatically and
unconditionally released and discharged upon (i) the unconditional release and
discharge of the Initial Lien to which it relates or (ii) any sale, exchange or
transfer to any Person that is not an Affiliate of the Company or any Restricted
Subsidiary of the property or assets secured by such Initial Lien, or of all of
the Equity Interests held by the Company and the Restricted Subsidiaries in, or
all or substantially all of the assets of, the Restricted Subsidiary whose
property or assets were the subject of such Lien, provided that, in the case of
this clause (ii), the provisions of Section 4.05 are complied with in connection
with such sale, exchange or transfer.

SECTION 4.19. Limitation on Lines of Business.

               The Company shall not, and shall not cause or permit any
Restricted Subsidiary, directly or indirectly, to, engage in any business other
than a Related Business.



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                                      -67-

SECTION 4.20. Ownership of GCSAP.

               The Company shall at all times maintain direct or indirect record
and beneficial ownership of not less than 51% of the Equity Interests and will
at all times remain as the Managing General Partner of GCSAP with rights and
duties under the GCSAP Partnership Agreement that are not materially adverse in
any respect from those in effect on the Issue Date from the perspective of
Holders. For so long as this covenant is complied with, GCSAP will be deemed a
Subsidiary of the Company for all purposes of this Indenture.

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.      Mergers, Sale of Assets, etc.

               The Company shall not consolidate with or merge with or into
(whether or not the Company is the Surviving Person) any other Person and the
Company shall not and shall not cause or permit any Restricted Subsidiary to,
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of the Company's and the Restricted Subsidiaries' properties
and assets (determined on a consolidated basis for the Company and the
Restricted Subsidiaries) to any Person in a single transaction or series of
related transactions, unless: (i) either (x) the Company shall be the Surviving
Person or (y) the Surviving Person (if other than the Company) shall be a
corporation organized and validly existing under the laws of the United States
of America or any State thereof or the District of Columbia, and shall, in any
such case, expressly assume by a supplemental indenture, the due and punctual
payment of the principal of, premium, if any, and interest on all the Securities
and the performance and observance of every covenant of this Indenture and the
Registration Rights Agreement to be performed or observed on the part of the
Company; (ii) immediately thereafter, no Default shall have occurred and be
continuing; (iii) immediately after giving effect to any such transaction
including the Incurrence by the Company or any Restricted Subsidiary, directly
or indirectly, of additional Indebtedness (and treating any Indebtedness not
previously an obligation of the Company or any Restricted Subsidiary in
connection with or as a result of such transaction as having been Incurred at
the time of such transaction), the Surviving Person could Incur, on a pro forma
basis after giving effect to such transaction as if it had occurred at the
beginning of the four quarter period immediately preceding such transaction for
which consolidated financial statements of the Company are available, at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) under the
Consolidated Coverage Ratio of the first paragraph of Section 4.04; and (iv) the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of



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                                      -68-

Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.

               Notwithstanding the foregoing clause (iii) of the immediately
preceding paragraph, any Restricted Subsidiary may consolidate with, merge into
or transfer all or part of its properties and assets to the Company.

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

SECTION 5.02. Successor Corporation Substituted.

               In the event of any transaction (other than a lease) described in
and complying with the conditions listed in Section 5.01 in which the Company is
not the Surviving Person and the Surviving Person is to assume all the
Obligations of the Company under the Securities, this Indenture and the
Registration Rights Agreement pursuant to a supplemental indenture, such
Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of, the Company and the Company shall be discharged from
its Obligations under this Indenture and the Securities.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.

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

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

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

               (c) default in the payment of principal of or interest on any
        Security required to be purchased pursuant to any Offer to Purchase
        required by this Indenture when



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<PAGE>
                                      -69-


        due and payable or failure to pay on the Purchase Date the Purchase
        Price for any Security validly tendered pursuant to any Offer to
        Purchase (whether or not prohibited by the provisions of Article Eight);

               (d) failure to perform or comply with any of the provisions of
        Section 4.20 and Section 5.01;

               (e) subject to the last paragraph of this Section 6.01, failure
        to perform any other covenant or agreement of the Company under this
        Indenture or in the Securities;

               (f) default or defaults under the terms of one or more
        instruments evidencing or securing Indebtedness of the Company or any of
        the Restricted Subsidiaries having an outstanding principal amount of
        $5.0 million or more individually or in the aggregate that have resulted
        in the acceleration of the payment of such Indebtedness or failure by
        the Company or any of the Restricted Subsidiaries to pay principal when
        due at the stated maturity of any such Indebtedness;

               (g) the rendering of a final judgment or judgments (not subject
        to appeal) against the Company or any of the Restricted Subsidiaries in
        an amount of $5.0 million or more (net of any amounts covered by
        reputable and creditworthy insurance companies) which remain
        undischarged or unstayed for a period of 60 days after the date on which
        the right to appeal has expired;

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

               (i) a court of competent jurisdiction enters an order or decree
        under any Bankruptcy Law that: (i) is for relief against the Company or
        any Restricted Subsidiary in an involuntary case or proceeding; (ii)
        appoints a Custodian of the Company or any Restricted Subsidiary for all
        or substantially all of its property; or (iii) orders the liquidation of
        the Company or any Restricted Subsidiary; and in each case the order or
        decree remains unstayed and in effect for 60 days; provided, however,
        that if the entry of such order or decree is appealed and dismissed on
        appeal,



<PAGE>

<PAGE>
                                      -70-


        then the Event of Default hereunder by reason of the entry of such order
        or decree shall be deemed to have been cured.

               The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law.

               A Default under clause (e) of this Section 6.01 is not an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25% in principal amount of the outstanding Securities notify the Company and the
Trustee, of the Default in writing and the Company does not cure the Default
continued for 45 days or more after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default." Such notice shall be given by the Trustee if so requested
by the Holders of at least 25% in principal amount of the Securities then
outstanding. When a Default is cured, it ceases.

SECTION 6.02. Acceleration.

               If an Event of Default with respect to the Securities (other than
an Event of Default specified in clause (h) or (i) of Section 6.01 with respect
to the Company) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the outstanding Securities by notice in
writing to the Company (and to the Trustee if given by the Holders) may declare
the unpaid principal of (and premium, if any) and accrued interest to the date
of acceleration on all outstanding Securities to be due and payable immediately
and, upon any such declaration, such principal amount (and premium, if any) and
accrued interest, notwithstanding anything contained in this Indenture or the
Securities to the contrary, shall become immediately due and payable; provided,
however, that so long as the Credit Facility shall be in full force, if an Event
of Default shall have occurred and be continuing (other than an Event of Default
specified in clause (h) or (i) of Section 6.01 with respect to the Company), the
Securities shall not become due and payable until the earlier to occur of (x)
five Business Days following delivery of a written notice by the Trustee of such
acceleration of the Securities to the agent under the Credit Facility and (y)
the acceleration (ipso facto or otherwise) of any Indebtedness under the Credit
Facility.

               If an Event of Default specified in clause (h) or (i) of Section
6.01 with respect to the Company occurs, all unpaid principal of (and premium,
if any) and accrued interest on all outstanding Securities shall ipso facto
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.



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<PAGE>
                                      -71-

               Notwithstanding the foregoing, in the event of a declaration of
acceleration in respect of the Securities because an Event of Default specified
in clause (f) of Section 6.01 shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Indebtedness
that is the subject of such Event of Default has been discharged or paid or such
Event of Default shall have been cured or waived by the holders of such
Indebtedness and written notice of such discharge, cure or waiver, as the case
may be, shall have been given to the Trustee by the Company or by the requisite
holders of such Indebtedness or a trustee, fiduciary or agent for such holders,
within 60 days after such declaration of acceleration in respect of the
Securities and (a) no Person shall have commenced judicial proceedings to
foreclose upon assets of the Company or any of the Restricted Subsidiaries or
shall have exercised any right under applicable law or applicable security
documents to take ownership of any of such assets in lieu of foreclosure and (b)
no other Event of Default with respect to the Securities shall have occurred
which has not been cured or waived during such 60-day period.

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

SECTION 6.03. Other Remedies.

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

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



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<PAGE>
                                      -72-


SECTION 6.04. Waiver of Default.

               Subject to Sections 2.09, 6.07 and 10.02, prior to the
declaration of acceleration of the Securities, the Holders of not less than a
majority in aggregate principal amount of the 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 interest on any
Security as specified in clauses (a), (b) and (c) of Section 6.01 or a Default
in respect of any term or provision of this Indenture that may not be amended or
modified without the consent of each Holder affected as provided in Section
10.02. The Company shall deliver to the Trustee an Officers' Certificate stating
that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. In case of any such waiver, the Company, the
Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Securities, respectively. This paragraph of this Section
6.04 shall be in lieu of 'SS' 316(a)(1)(B) of the TIA and such 'SS' 316(a)(1)(B)
of the TIA is hereby expressly excluded from this Indenture and the Securities,
as permitted by the TIA.

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

SECTION 6.05. Control by Majority.

               Subject to Section 2.09, the Holders of a majority in principal
amount of the outstanding 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. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of another Securityholder, or
that may involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against any loss
or expense caused by taking such action or following such direction. This
Section 6.05 shall be in lieu of 'SS' 316(a)(1)(A) of the TIA, and such
'SS' 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture
and the Securities, as permitted by the TIA.



<PAGE>

<PAGE>
                                      -73-

SECTION 6.06. Limitation on Suits.

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

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

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

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

              (iv) the Trustee does not comply with the request within 60 days
        after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

               (v) during such 60-day period the 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.

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 and premium, if any or interest
on a Security, on or after the respective due dates expressed in the Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates, 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 or interest
specified in Section 6.01(a), (b) or (c) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or any other obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with interest overdue
on principal and to the extent that payment of such interest is lawful, interest
on overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and ex-



<PAGE>

<PAGE>
                                      -74-

penses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim.

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Securities), 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, disbursements and advances of the Trustee, its agent 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.

SECTION 6.10. Priorities.

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

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

               Second: to Holders of Senior Indebtedness to the extent required
        by Article 8 hereof;

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

               Fourth: to the Company.

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



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<PAGE>
                                      -75-

SECTION 6.11. Undertaking for Costs.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

               (b) Except during the continuance of a Default:

               (1) The Trustee shall not be liable except for the performance of
        such duties as are specifically set forth herein; and

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

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



<PAGE>

<PAGE>
                                      -76-

               (1) This paragraph does not limit the effect of paragraph (b) of
        this Section 7.01;

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

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

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

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

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

SECTION 7.02. Rights of Trustee.

               Subject to Section 7.01:

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

               (b) Before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate and/or an Opinion of Counsel, which
        shall conform to the provisions of 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 attorneys and agents of its
        selection and shall not be responsible for the misconduct or negligence
        of any agent or attorney (other than an agent who is an employee of the
        Trustee) appointed with due care.



<PAGE>

<PAGE>
                                      -77-

               (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 of its selection and the
        advice or opinion of such counsel as to matters of law shall be full and
        complete authorization and protection from liability in respect of any
        action taken, omitted or suffered by it hereunder in good faith and in
        accordance with the advice or opinion of such counsel.

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

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

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

               (i) The Trustee shall not be deemed to have notice of any Event
        of Default unless a Trust Officer of the Trustee has actual knowledge
        thereof or unless the Trustee shall have received written notice thereof
        at the Corporate Trust Office of the Trustee, and such notice references
        the Securities and this Indenture.

SECTION 7.03. Individual Rights of Trustee.

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



<PAGE>

<PAGE>
                                      -78-

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 or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or any document issued in connection with the sale of
Securities or any statement in the Securities other than the Trustee's
certificate of authentication.

SECTION 7.05. Notice of Defaults.

               If a Default or an Event of Default occurs and is continuing and
the Trustee knows of such Defaults or Events of Default, the Trustee shall mail
to each Securityholder notice of the Default or Event of Default within 30 days
after the occurrence thereof or 30 days after it is known to a Trust Officer or
written notice of it is received by the Trustee. Except in the case of a Default
or an Event of Default in payment of principal of or interest on any Security or
a Default or Event of Default in complying with Section 5.01, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interest of
Securityholders. This Section 7.05 shall be in lieu of the proviso to ss. 315(b)
of the TIA and such proviso to 'SS' 315(b) of the TIA is hereby expressly
excluded from this Indenture and the Securities, as permitted by the TIA.

SECTION 7.06. Reports by Trustee to Holders.

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

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

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

SECTION 7.07. Compensation and Indemnity.

               The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances (including fees, dis-



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<PAGE>
                                      -79-

bursements and expenses of its agents and 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, disbursements
and expenses of the Trustee's agents, accountants, experts and counsel and any
taxes or other expenses incurred by a trust created pursuant to Section 9.01
hereof.

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

               The Company need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld. 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 by the
Trustee.

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

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



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<PAGE>
                                      -80-

resignation or removal of any Trustee, the discharge of the Company's
obligations pursuant to Article Nine and any rejection or termination under any
Bankruptcy Law.

SECTION 7.08. Replacement of Trustee.

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

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

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

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

               (d) the Trustee becomes incapable of acting.

               If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the 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. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 7.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

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



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<PAGE>
                                      -81-

               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.

SECTION 7.09. Successor Trustee by Merger, etc.

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

SECTION 7.10. Eligibility; Disqualification.

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

SECTION 7.11. Preferential Collection of Claims Against Company.

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



<PAGE>

<PAGE>
                                      -82-

                                  ARTICLE EIGHT

                           SUBORDINATION OF SECURITIES

SECTION 8.01. Securities Subordinated to Senior Indebtedness.

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

SECTION 8.02. No Payment on Securities in Certain Circumstances.

               (a) No direct or indirect payment (excluding any payment in, or
distribution of, Permitted Junior Securities and excluding any payment from
funds held in trust for the benefit of the Holders pursuant to Article Nine (a
"Defeasance Trust Payment")) by or on behalf of the Company or any Subsidiary of
the Company of principal of, premium, if any, or interest on, or other
Obligations with respect to, the Securities, whether pursuant to the terms of
the Securities, upon acceleration, pursuant to an Offer to Purchase, redemption,
defeasance, other purchase or otherwise, will be made if, at the time of such
payment, there exists a default in the payment of all or any portion of the
Obligations on any Designated Senior Indebtedness, whether at maturity, on
account of mandatory prepayment, acceleration or otherwise, and such default
shall not have been cured or waived or the benefits of this sentence waived by
or on behalf of the holders of such Designated Senior Indebtedness. In addition,
during the continuance of any event of default (other than a payment default
described in the preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be immediately
accelerated, and upon receipt by the Trustee of written notice (a "Payment
Blockage Notice") from the holder or holders of such Designated Senior
Indebtedness or the trustee or agent acting on behalf of the holders of such
Designated Senior Indebtedness, then, unless and until such event of default has
been cured or waived or has ceased to exist or such Designated Senior
Indebtedness has been discharged or repaid in full in cash or the benefits of
these provisions have been waived by the holders of such Designated Senior
Indebtedness, no direct or indirect payment (excluding any payment in, or
distribution of, Permitted Junior Securities and excluding any Defeasance Trust
Payment) will be made by or on behalf of the Company of



<PAGE>

<PAGE>
                                      -83-

principal of, premium, if any, or interest on, or other Obligations with respect
to, the Securities, to such Holders, during a period (a "Payment Blockage
Period") commencing on the date of receipt of such notice by the Trustee and
ending 179 days thereafter.

               Notwithstanding anything in the subordination provisions of this
Indenture or the Securities to the contrary, (x) in no event will a Payment
Blockage Period extend beyond 179 days from the date the Payment Blockage Notice
in respect thereof was given, (y) there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect and (z) not more than one Payment Blockage Period may be commenced with
respect to the Securities during any period of 365 consecutive days. No event of
default that existed or was continuing on the date of commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period (to the extent the holder of Designated
Senior Indebtedness, or trustee or agent, giving notice commencing such Payment
Blockage Period had knowledge of such existing or continuing event of default)
may be, or be made, the basis for the commencement of any other Payment Blockage
Period by the holder or holders of such Designated Senior Indebtedness or the
trustee or agent acting on behalf of such Designated Senior Indebtedness,
whether or not within a period of 365 consecutive days, unless such event of
default has been cured or waived for a period of not less than 90 consecutive
days.

               (b) In the event that, notwithstanding the foregoing, any payment
or distribution shall be received by the Trustee or any Holder when such payment
or distribution is prohibited by Section 8.02(a), such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Designated Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Senior Indebtedness may have been issued, as their
respective interests may appear.

SECTION 8.03. Payment Over of Proceeds upon Dissolution, etc.

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



<PAGE>

<PAGE>
                                      -84-


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

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

               The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five shall not be



<PAGE>

<PAGE>
                                      -85-


deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 8.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article Five.

SECTION 8.04. Subrogation.

               Upon the payment in full in cash of all Senior Indebtedness, or
provision for payment in cash satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company made on such Senior Indebtedness until the
principal of and interest on the Securities shall be paid in full in cash; and,
for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Eight, and no payment over pursuant to
the provisions of this Article Eight to the holders of Senior Indebtedness by
Holders of the Securities or the Trustee on their behalf shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness. It is understood that the provisions of this
Article Eight are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

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

SECTION 8.05. Obligations of Company Unconditional.

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



<PAGE>

<PAGE>
                                      -86-

rights, if any, under this Article Eight of the holders of the Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

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

SECTION 8.06. Notice to Trustee.

               The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities pursuant to the provisions of
this Article Eight. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Senior Indebtedness or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until the Trustee shall have received notice in writing at
its Corporate Trust Office to that effect signed by an Officer of the Company,
or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to
the receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided, however, that
if the Trustee shall not have received the notice provided for in this Section
8.06 at least two Business Days prior to the date upon which by the terms of
this Indenture any moneys shall become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any
Security), then, regardless of anything herein to the contrary, the Trustee
shall have full power and authority to receive any moneys from the Company and
to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date. Nothing contained in this Section 8.06 shall limit the right of
the holders of Senior Indebtedness to recover payments as contemplated by
Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Senior Indebtedness (or a trustee on behalf of, or other representative of, such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.

               In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Eight, the Trustee may request



<PAGE>

<PAGE>
                                      -87-

such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article Eight, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 8.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

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

SECTION 8.08. Trustee's Relation to Senior Indebtedness.

               The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Eight with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

               With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Eight, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Section 8.03(b)). The Trustee shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article Eight or otherwise. Each Paying Agent shall be subject to the same
obligations under this Article Eight as is the Trustee.



<PAGE>

<PAGE>
                                      -88-

SECTION 8.09. Subordination Rights Not Impaired by Acts or Omissions of the
              Company or Holders of Senior Indebtedness.

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

SECTION 8.10. Securityholders Authorize Trustee To Effectuate Subordination of
              Securities.

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

SECTION 8.11. This Article Not To Prevent Events of Default.

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

SECTION 8.12. Trustee's Compensation Not Prejudiced.

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

SECTION 8.13. No Waiver of Subordination Provisions.

               Without in any way limiting the generality of Section 8.09, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in



<PAGE>

<PAGE>
                                      -89-


this Article Eight or the obligations hereunder of the Holders of the Securities
to the holders of Senior Indebtedness, do any one or more of the following: (a)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness or any instrument evidencing the same or
any agreement under which Senior Indebtedness is outstanding or secured; (b)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (c) release any Person liable in any
manner for the collection of Senior Indebtedness; and (d) exercise or refrain
from exercising any rights against the Company and any other Person.

SECTION 8.14. Subordination Provisions Not Applicable to Money Held in Trust for
              Securityholders; Payments May Be Paid Prior to Dissolution.

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

               Nothing contained in this Article Eight or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 8.02 and 8.03, from making payments of principal of and interest on
the Securities or from depositing with the Trustee any moneys for such payments
or from effecting a termination of the Company's obligations under the
Securities and this Indenture as provided in Article Nine, or (ii) the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of and interest on the Securities, to the
holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 8.02(b) or in Section 8.06. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company.

SECTION 8.15. Acceleration of Securities.

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



<PAGE>

<PAGE>
                                      -90-

                                  ARTICLE NINE

                             DISCHARGE OF INDENTURE

SECTION 9.01. Termination of Company's Obligations.

               Subject to the provisions of Article Eight, the Company may
terminate its substantive obligations in respect of the Securities by delivering
all outstanding Securities to the Trustee for cancellation and paying all sums
payable by it on account of principal of, premium, if any and interest on all
Securities or otherwise. In addition to the foregoing, subject to the provisions
of Article Eight with respect to the creation of the defeasance trust provided
for in the following clause (i), the Company may, provided that no Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default with respect to the Company specified in Section 6.01(h) or (i), occurs
at any time on or prior to the 91st calendar day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
after such 91st day)) under this Indenture and provided that no default under
any Senior Indebtedness would result therefrom, terminate its substantive
obligations in respect of Article Four (other than Sections 4.01, 4.02, and
4.07) and Article Five hereof and any Event of Default specified in Section 6.01
(c), (d), (e), (f) or (g) by (i) depositing with the Trustee, under the terms of
an irrevocable trust agreement, money or United States Government Obligations
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Securities to redemption or maturity, as the case may be, (ii) delivering to the
Trustee either an Opinion of Counsel or a ruling directed to the Trustee from
the Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and termination of obligations, (iii) delivering to the Trustee an Opinion of
Counsel to the effect that the Company's exercise of its option under this
Section 9.01 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and (iv) delivering to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
compliance with all conditions precedent provided for herein. In addition,
subject to the provisions of Article Eight with respect to the creation of the
defeasance trust provided for in the following clause (i), the Company may,
provided that no Default has occurred and is continuing or would arise therefrom
(or, with respect to a Default with respect to the Company specified in Section
6.01(h) or (i), occurs at any time on or prior to the 91st calendar day after
the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 91st day)) under this Indenture and provided
that no default under any Senior Indebtedness would arise therefrom, terminate
all of its substantive obligations in respect of the Securities (including its
obligations to pay the principal of and interest on the



<PAGE>

<PAGE>
                                      -91-

Securities) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement, money or United States Government Obligations
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Securities to redemption or maturity, as the case may be, (ii) delivering to the
Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and termination of
obligations or an Opinion of Counsel addressed to the Trustee based upon such a
ruling or based on a change in the applicable Federal tax law since the date of
this Indenture to such effect, (iii) delivering to the Trustee an Opinion of
Counsel to the effect that the Company's exercise of its option under this
Section 9.01 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company Act and
(iv) delivering to the Trustee an Officers' Certificate and an Opinion of
Counsel each stating compliance with all conditions precedent provided for
herein.

               Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12 and 2.13.
4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer
outstanding. Thereafter the Company's obligations in Sections 7.07, 9.03 and
9.04 shall survive.

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

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

SECTION 9.02. Application of Trust Money.

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



<PAGE>

<PAGE>
                                      -92-

SECTION 9.03. Repayment to Company.

               Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay
to the Company upon written request any excess money held by it at any time. The
Trustee shall pay to the Company upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years. After
payment to the Company, Securityholders entitled to money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

SECTION 9.04. Reinstatement.

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

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01. Without Consent of Holders.

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

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

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



<PAGE>

<PAGE>
                                      -93-

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

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

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

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

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

               (h) to secure the Securities pursuant to the requirements of
        Section 4.18 or otherwise.

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 10.01.

SECTION 10.02. With Consent of Holders.

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

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

               (b)  reduce the principal amount (or premium) of any Security;



<PAGE>

<PAGE>
                                      -94-

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

               (d) change the place or currency of payment of the principal of
        (or premium) or interest on any Security;

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

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

               (g) waive a Default in the payment of the principal of or
        interest on or redemption or purchase payment with respect to any
        Security (except a rescission of acceleration of the Securities by the
        Holders as provided in Section 6.02 and a waiver of the payment default
        that resulted from such acceleration);

               (h) modify the ranking or priority of the Securities or modify
        the definition of Senior Indebtedness or amend or modify any of the
        provisions of Article Eight in any manner adverse to the Holders; or

               (i) modify the provisions relating to any Offer to Purchase
        required pursuant to Section 4.05 or 4.14 in a manner materially adverse
        to the Holders affected thereby.

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

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

               After an amendment, supplement or waiver under this Section 10.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail




<PAGE>

<PAGE>

                                      -95-


such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such amendment, supplement or waiver.

SECTION 10.03. Compliance with Trust Indenture Act.

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

SECTION 10.04. Revocation and Effect of Consents.

               Until an amendment or waiver becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
that Security or portion of that Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. Subject to the following paragraph, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Security or portion of such
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 of Securities 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 of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Securities after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date (except as to any supplemental indenture, agreement or
instrument or waiver entered into, or any other action taken in respect of such
consent, prior to the expiration of such 120 day period).

               After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (a) through (j) of Section 10.02. In that case the amendment, supplement
or waiver shall bind each Holder of a 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.



<PAGE>

<PAGE>
                                      -96-


SECTION 10.05. Notation on or Exchange of Securities.

               If an amendment, supplement or waiver changes the terms of a
Security, the Trustee shall (if required by the Company and in accordance with
the specific direction of the Company) require the Holder of the Security to
deliver it to the Trustee. The Trustee shall (if required by the Company and in
accordance with the specific direction of the Company) 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 issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

SECTION 10.06. Trustee To Sign Amendments, etc.

               The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Ten is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms (subject to customary exceptions). The
Trustee shall execute any such amendment, supplement or waiver which does not
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise. If such amendment, supplement or waiver adversely
affects the Trustee's rights, duties or immunities under the Indenture, the
Trustee may, but need not sign such amendment, supplement or waiver.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

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

               The provisions of TIA 'SS''SS' 310 through 317 that impose duties
on any Person (including the provisions automatically deemed included unless
expressly excluded by this



<PAGE>

<PAGE>
                                      -97-


Indenture) are a part of and govern this Indenture, whether or not physically
contained herein.

SECTION 11.02. Notices.

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

               if to the Company:

               General Chemical Industrial Products Inc.
               Liberty Lane
               Hampton, New Hampshire  03842

               Attention: Stewart Fisher

               Facsimile:  (973) 515-1997
               Telephone:  (973) 515-3253

               with a copy to:

               Debevoise & Plimpton
               875 Third Avenue
               New York, New York

               Attention: George E. B. Maguire, Esq.

               Facsimile:  (212) 909-6072
               Telephone:  (212) 909-6836




<PAGE>

<PAGE>
                                      -98-


               if to the Trustee:

               U.S. Bank Trust National Association
               111 E. Wacker Drive
               Suite 3000
               Chicago, IL 60601

               Attention:  Corporate Trust Administration

               Facsimile:  (312) 228-9401
               Telephone:  (312) 229-9418

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

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

               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. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

               In case, by reason of the suspension of regular mail service, or
by reason of any other cause, it shall be impossible to mail notice of any event
as required by any provision of this Indenture, then such notification as shall
be made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose
hereunder.



<PAGE>

<PAGE>
                                      -99-


SECTION 11.03. Communications by Holders with Other Holders.

               Securityholders may communicate pursuant to TIA 'SS' 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA 'SS' 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

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

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

               (2) an Opinion of Counsel in form and substance satisfactory to
        the Trustee stating that, in the opinion of such counsel, all such
        conditions precedent have been complied with except that, in the case of
        any such application or request as to which the furnishing of such
        documents is specifically required by any provisions of this Indenture
        relating to such particular application or request, no additional
        certificate or opinion need be furnished.

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 (other than pursuant to
Section 4.11) 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



<PAGE>

<PAGE>
                                     -100-


               (4) a statement as to whether or not, in the opinion of such
        person, such condition or covenant has been complied with; provided,
        however, that with respect to matters of fact an Opinion of Counsel may
        rely on an Officers' Certificate or certificates of public officials.

SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.

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

SECTION 11.07. Governing Law.

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

SECTION 11.08. No Recourse Against Others.

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

SECTION 11.09. Successors.

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

SECTION 11.10. Counterpart Originals.

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

SECTION 11.11. Severability.

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



<PAGE>

<PAGE>
                                     -101-

SECTION 11.12. No Adverse Interpretation of Other Agreements.

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

SECTION 11.13. Legal Holidays.

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

                            [SIGNATURE PAGES FOLLOW]




<PAGE>

<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.

                                 GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.



                                 By: __________________________________________
                                      Name:
                                      Title:

                                 U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                    Trustee



                                 By: __________________________________________
                                      Name:
                                      Title:




<PAGE>

<PAGE>




                                                                       EXHIBIT A

                           [FORM OF SERIES A SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, 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, SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND, IN


                                       A-1


<PAGE>

<PAGE>

THE CASE OF THE FOREGOING CAUSE (E), A CERTIFICATE OF TRANSFER (A FORM OF WHICH
MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE) COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                                       A-2



<PAGE>

<PAGE>


                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                        10 5/8% SENIOR SUBORDINATED NOTE
                            DUE MAY 1, 2009, SERIES A

                                                                CUSIP NO.:[    ]

NO. [         ]                                                         $[     ]

               GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., a Delaware corporation
(the "Company", which term includes any successor corporation), for value
received promises to pay to [ ] or registered assigns, the principal sum of [ ]
Dollars, on May 1, 2009.

               Interest Payment Dates: May 1 and November 1, commencing on
November 1, 1999.

               Interest Record Dates: April 15 and October 15

               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>

<PAGE>


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

                                       GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.



                                       By: ____________________________________
                                            Name:
                                            Title:



                                       By: _____________________________________
                                            Name:
                                            Title:

DATED:  April 30, 1999





                                      A-4



<PAGE>

<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

               This is one of the 10 5/8% Senior Subordinated Notes due May 1,
2009, Series A, described in the within-mentioned Indenture.

DATED:  April 30, 1999

                                      U.S. BANK NATIONAL TRUST ASSOCIATION,
                                           as Trustee



                                            By: ________________________________
                                                Authorized Signatory


                                      A-5



<PAGE>

<PAGE>


                              (REVERSE OF SECURITY)

                   GENERAL CHEMICAL INDUSTRIAL PRODUCTS, INC.

                        10 5/8% SENIOR SUBORDINATED NOTE
                            DUE MAY 1, 2009, SERIES A

1.      INTEREST.

               GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. Cash 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 April 30, 1999. The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing November 1,
1999. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

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

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 Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are cancelled on registration of transfer or
registration of exchange after such Interest 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 ("U.S. Legal
Tender"). However, the Company may pay principal and interest by wire transfer
of Federal funds (provided that the Paying Agent shall have received wire
instructions on or prior to the relevant Interest Record Date), or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.      PAYING AGENT AND REGISTRAR.

               Initially, U.S. Bank Trust National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar


                                      A-6


<PAGE>

<PAGE>


without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent or
Registrar.

4.      INDENTURE.

               The Company issued the Securities under an Indenture, dated as of
April 30, 1999 (the "Indenture"), by and between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Security is one of a duly authorized issue of Securities of
the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series
A (the "Initial Securities"), limited (except as otherwise provided in the
Indenture) in aggregate principal amount to $100,000,000, which may be issued
under the Indenture. The Securities include the Initial Securities, the Private
Exchange Securities (as defined in the Indenture) and the Unrestricted
Securities (as defined below) issued in exchange for the Initial Securities
pursuant to the Registration Rights Agreement. The Initial Securities, the
Private Exchange Securities and the Unrestricted Securities are treated as a
single class of securities under the Indenture. 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. 'SS''SS' 77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture (except as otherwise
indicated in the Indenture) until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and holders of Securities are referred
to the Indenture and the TIA for a statement of them. The Securities are general
unsecured obligations of the Company. The Securities are subordinated in right
of payment to all Senior Indebtedness of the Company to the extent and in the
manner provided in the Indenture. Each Holder of a Security, by accepting a
Security, agrees to such subordination, authorizes the Trustee to give effect to
such subordination and appoints the Trustee as attorney-in-fact for such
purpose.



                                      A-7


<PAGE>

<PAGE>


5.      OPTIONAL REDEMPTION.

               The Securities will be redeemable at the option of the Company,
in whole or in part, at any time on or after May 1, 2004, at the redemption
prices (expressed as a percentage of principal amount) set forth below, plus
accrued and unpaid interest thereon, if any, to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the twelve-month
period beginning on May 1, of the years indicated below:

<TABLE>
<CAPTION>
                                                         Redemption
                                 Year                       Price
                    -----------------------------        -----------
                    <S>                                    <C>     
                    2004..........................         105.313%
                    2005..........................         103.542%
                    2006..........................         101.771%
                    2007 and thereafter...........         100.000%
</TABLE>

6.      OPTIONAL REDEMPTION UPON EQUITY ISSUANCE.

               In addition, at any time and from time to time on or prior to May
1, 2002, the Company may redeem in the aggregate up to 35% of the originally
issued aggregate principal amount of the Securities with the net cash proceeds
of one or more Equity Issuances, at a redemption price in cash equal to 110.625%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that at least 65% of the originally issued aggregate
principal amount of the Securities must remain outstanding immediately after
giving effect to each such redemption (excluding any Securities held by the
Company or any of its Affiliates). Notice of any such redemption must be given
within 90 days after the date of the closing of the relevant Equity Issuance.

7.      NOTICE OF REDEMPTION.

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

               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 re-


                                      A-8


<PAGE>

<PAGE>

deemed. 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 so long as the
Company has deposited with the Paying Agent for the Securities funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

8.      CHANGE OF CONTROL OFFER.

               Following the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall, within 30
days after the Change of Control Date, make an Offer to Purchase all Securities
then outstanding at a purchase price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date).

9.      LIMITATION ON DISPOSITION OF ASSETS.

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

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.

                                      A-9


<PAGE>

<PAGE>

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 written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

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 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 and 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 and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, to effect the assumption by such successor Person of the
obligations of the Company as specified in the Indenture, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the SEC in connection with the qualification
of the Indenture under the TIA, or make any other change that does not
materially adversely affect the rights of any Holder of a Security.

15.     RESTRICTIVE COVENANTS.

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


                                      A-10


<PAGE>

<PAGE>

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 certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

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 or 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


                                      A-11


<PAGE>

<PAGE>

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 Security for a 10 5/8% Senior Subordinated Note due 2009, Series
B, of the Company (an "Unrestricted Security") which have been registered under
the Securities Act, in like principal amount and having terms identical in all
material respects to the Initial 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.

23.     GOVERNING LAW.

               The laws of the State of New York shall govern the Indenture and
this Security thereof without regard to principles of conflicts of laws.



                                      A-12


<PAGE>

<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:______________________________

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

Signature Guarantee:                                                            

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






<PAGE>

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Security purchased by the
Company pursuant to Section 4.05 or Section 4.14 of the Indenture, check the
appropriate box:

SECTION 4.05 [      ]
SECTION 4.14 [      ]

               If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 4.05 or Section 4.14 of the Indenture, state
the amount: $_____________

Dated:___________________            Your Signature:____________________________
                                                    (Signed exactly as name
                                                     appears on the other side
                                                     of this Security)

Signature Guarantee:

________________________________________________________________________________


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





<PAGE>

<PAGE>





                                                                       EXHIBIT B

                           [FORM OF SERIES B SECURITY]

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                        10 5/8% SENIOR SUBORDINATED NOTE
                            DUE MAY 1, 2009, SERIES B

                                                            CUSIP NO.:[       ]

No. [         ]                                                      $[       ]

               GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., a Delaware corporation
(the "Company", which term includes any successor corporation), for value
received promises to pay to [ ] or registered assigns, the principal sum of [ ]
Dollars, on May 1, 2009.

               Interest Payment Dates:  May 1 and November 1, commencing on
November 1, 1999.

               Interest Record Dates:  April 15 and October 15

               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>

<PAGE>


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

                                            GENERAL CHEMICAL INDUSTRIAL
                                                PRODUCTS INC.

                                            BY: 
                                                -----------------------------
                                                NAME:
                                                TITLE:

                                            BY: 
                                                -----------------------------
                                                NAME:
                                                TITLE:

DATED:  [                     ]

                                      B-2




<PAGE>

<PAGE>


                   [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

               This is one of the 10 5/8% Senior Subordinated Notes due May 1,
2009, Series B, described in the within-mentioned Indenture.

DATED: [       ]

                                         U.S. BANK NATIONAL TRUST
                                             ASSOCIATION, as Trustee

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

                                      B-3




<PAGE>

<PAGE>


                              (REVERSE OF SECURITY)

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.

                        10 5/8% SENIOR SUBORDINATED NOTE
                           DUE MAY 1, 2009, SERIES B

1.      INTEREST.

               GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. Cash 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 April 30, 1999. The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing November 1,
1999. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

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

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 Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are cancelled on registration of transfer or
registration of exchange after such Interest 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 ("U.S. Legal
Tender"). However, the Company may pay principal and interest by wire transfer
of Federal funds (provided that the Paying Agent shall have received wire
instructions on or prior to the relevant Interest Record Date), or interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.      PAYING AGENT AND REGISTRAR.

               Initially, U.S. Bank National Trust Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar

                                      B-4






<PAGE>

<PAGE>


without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent or Registrar.

4.      INDENTURE.

               The Company issued the Securities under an Indenture, dated as of
April 30, 1999 (the "Indenture"), by and among the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Security is one of a duly authorized issue of Securities of
the Company designated as its 10 5/8% Senior Subordinated Notes due 2009, Series
B (the "Unrestricted Securities"), limited (except as otherwise provided in the
Indenture) in aggregate principal amount to $100,000,000, which may be issued
under the Indenture. The Securities include the 10 5/8% Senior Subordinated
Notes due 2009, Series A (the "Initial Securities"), the Private Exchange
Securities (as defined in the Indenture) and the Unrestricted Securities. The
Initial Securities, the Private Exchange Securities and the Unrestricted
Securities are treated as a single class of securities under the Indenture. 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.
'SS''SS' 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
(except as otherwise indicated in the Indenture) until such time as the
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which the Indenture is qualified under the TIA. Notwithstanding anything to the
contrary herein, the Securities are subject to all such terms, and holders of
Securities are referred to the Indenture and the TIA for a statement of them.
The Securities are general unsecured obligations of the Company. The Securities
are subordinated in right of payment to all Senior Indebtedness of the Company
to the extent and in the manner provided in the Indenture. Each Holder of a
Security, by accepting a Security, agrees to such subordination, authorizes the
Trustee to give effect to such subordination and appoints the Trustee as
attorney-in-fact for such purpose.

                                      B-5




<PAGE>

<PAGE>



5.      OPTIONAL REDEMPTION.

               The Securities will be redeemable at the option of the Company,
in whole or in part, at any time on or after May 1, 2004, at the redemption
prices (expressed as a percentage of principal amount) set forth below, plus
accrued and unpaid interest thereon, if any, to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the twelve-month
period beginning on May 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                            Redemption
                                 Year                         Price
                    -----------------------------           ---------
                    <S>                                      <C>     
                    2004..........................           105.313%
                    2005..........................           103.542%
                    2006..........................           101.771%
                    2007 and thereafter...........           100.000%
</TABLE>

6.      Optional Redemption upon Equity Issuance.

               In addition, at any time and from time to time on or prior to May
1, 2002, the Company may redeem in the aggregate up to 35% of the originally
issued aggregate principal amount of the Securities with the net cash proceeds
of one or more Equity Issuances at a redemption price in cash equal to 110.625%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that at least 65% of the originally issued aggregate
principal amount of the Securities must remain outstanding immediately after
giving effect to each such redemption (excluding any Securities held by the
Company or any of its Affiliates). Notice of any such redemption must be given
within 90 days after the date of the closing of the relevant Equity Issuance.

7.      NOTICE OF REDEMPTION.

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

               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 re-

                                      B-6





<PAGE>

<PAGE>



deemed. 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 so long as the
Company has deposited with the Paying Agent for the Securities funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

8.      CHANGE OF CONTROL OFFER.

               Following the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall, within 30
days after the Change of Control Date, make an Offer to Purchase all Securities
then outstanding at a purchase price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date).

9.      LIMITATION ON DISPOSITION OF ASSETS.

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

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.

                                      B-7





<PAGE>

<PAGE>



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 written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

13.     LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

               The Company may be discharged from their obligations under the
Indenture and the Securities, except for certain provisions thereof, and may be
discharged from 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 and 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 and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, to effect the assumption by such successor Person of the
obligation of the Company as specified in the Indenture, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the SEC in connection with the qualification
of the Indenture under the TIA, or make any other change that does not
materially adversely affect the rights of any Holder of a Security.

15.     RESTRICTIVE COVENANTS.

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

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

                                      B-8





<PAGE>

<PAGE>


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 certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

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 or 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.

                                      B-9





<PAGE>

<PAGE>



22.     GOVERNING LAW.

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

                                      B-10




<PAGE>

<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:_______________________________
                                           (Signed exactly as name appears
                                           on the other side of this security)

Signature Guarantee:

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




<PAGE>

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Security purchased by the
Company pursuant to Section 4.05 or Section 4.14 of the Indenture, check the
appropriate box:

SECTION 4.05 [      ]
SECTION 4.14 [      ]

               If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 4.05 or Section 4.14 of the Indenture, state
the amount: $_____________

DATED:___________________     YOUR SIGNATURE:________________________________
                                            (SIGNED EXACTLY AS NAME APPEARS
                                            ON THE OTHER SIDE OF THIS SECURITY)

SIGNATURE GUARANTEE:

_____________________


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




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                                                                       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.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN SECTION 2.16 OF THE INDENTURE.

                                      C-1




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                                                                       EXHIBIT D

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

        Re:    10 5/8% Senior Subordinated Notes due 2009
               (the "Securities"), of General Chemical Industrial Products 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 that the Registrar by written order to 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 the 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 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 subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Act) which delivers a certificate to the Trustee in the form of
Exhibit E to the Indenture.

        [ ] 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 under the Act to a person other than an institutional
"accredited investor." [An Opinion of

                                      D-1





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Counsel to the effect that such transfer does not require Registration under the
Securities Act accompanies this certification.]

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



                                            [INSERT NAME OF TRANSFEROR]

                                            By:  ___________________________
                                                 [Authorized Signatory]

Date: ________________________
       *Check applicable box.

                                      D-2




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                                                                       EXHIBIT E

                   Form of Transferee Letter of Representation

General Chemical Industrial Products Inc.
c/o U.S. Bank National Trust Association
111 E. Wacker Drive
Chicago, IL  60601
Attention: Corporate Trust Administration

Dear Sirs:

               This certificate is delivered to request a transfer of $________
principal amount of the 10 5/8% Senior Subordinated Notes due 2009 (the
"Securities") of General Chemical Industrial Products Inc. (the "Company"). Upon
transfer, the Securities would be registered in the name of the new beneficial
owner as follows:

               Name: _____________________________________
               Address: __________________________________
               Taxpayer ID Number: _______________________

               The undersigned represents and warrants to you that:

               1. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

               2. We understand that the Securities have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date which is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities (or

                                      E-2




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any predecessor thereto) (the "Resale Restriction Termination Date") only (a) to
the Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, that is purchasing for its own account or for the account of
such an institutional "accredited investor," in each case in a minimum principal
amount of Securities of $250,000 or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at all
times within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of
the Securities is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
Each purchaser acknowledges that the Company and the Trustee reserve the right
prior to any offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Securities pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certificates and/or other
information satisfactory to the Company and the Trustee.

Dated:  ______________________              TRANSFEREE:

                                            By:______________________________


                                      E-2




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                                                                       EXHIBIT F

                            Form of Certificate to be
                             Delivered in Connection
                           with Regulation S Transfers

                                                          ----------------, ----


GENERAL CHEMICAL INDUSTRIAL
    PRODUCTS INC.
c/o U.S. BANK TRUST NATIONAL
    ASSOCIATION
111 E. Wacker Drive
Chicago, IL  60601

           RE:  GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                (The "Company") 10 5/8% Senior Subordinated Notes Due
                2009 (The "Securities")
                ----------------------------------------------------

Ladies and Gentlemen:

               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 off-shore securities market and neither we nor
       any person acting on our behalf knows that the transaction has been
       prearranged 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;

                                       F-1






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               (4) the transaction is not part of a plan or scheme to evade the
       registration requirements of the Securities Act; and

               (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







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