<PAGE>
                                                                     EXHIBIT 4.1

                               ATRIUM CORPORATION,
                                   as Issuer,

                                       and

                      STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee

                                   ----------

                         AMENDED AND RESTATED INDENTURE

                            Dated as of June 29, 2001

                                   ----------

                          $39,237,500 principal amount

                 15% Senior Pay-In-Kind Notes due 2010, Series B

<PAGE>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
Trust Indenture                                                                   Indenture
  Act Section                                                                      Section
---------------                                                                   ---------

<S>                                                                               <C>
Section 310(a)(1)..............................................................   6.09
           (a)(2)..............................................................   6.09
           (a)(3)..............................................................   Not Applicable
           (a)(4)..............................................................   Not Applicable
           (b).................................................................   6.08, 6.10
Section 311(a).................................................................   6.13
           (b).................................................................   6.13
           (c).................................................................   Not Applicable
Section 312(a).................................................................   3.06, 7.01
           (b).................................................................   7.02
           (c).................................................................   7.02
Section 313(a).................................................................   7.03
           (b).................................................................   7.03
           (c).................................................................   7.03
           (d).................................................................   7.03
Section 314(a).................................................................   10.10
           (a)(4)..............................................................   10.13
           (b).................................................................   Not Applicable
           (c)(1)..............................................................   1.04, 4.04, 12.05
           (c)(2)..............................................................   1.04, 4.04, 12.04
           (c)(3)..............................................................   Not Applicable
           (d).................................................................   Not Applicable
           (e).................................................................   1.04
Section 315(a).................................................................   6.01(a)
           (b).................................................................   6.02
           (c).................................................................   6.01(b)
           (d).................................................................   6.01(c)
           (e).................................................................   5.14
Section 316(a)(last sentence)..................................................   Not Applicable
           (a)(1)(A)...........................................................   5.12
           (a)(1)(B)...........................................................   5.13
           (a)(2)..............................................................   Not Applicable
           (b).................................................................   5.08
           (c).................................................................   9.07
Section 317(a)(1)..............................................................   5.03
           (a)(2)..............................................................   5.04
           (b).................................................................   10.03
Section 318(a).................................................................   1.08
</Table>

----------

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

<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                         <C>
PARTIES.......................................................................................................1
RECITALS......................................................................................................1

                                                   ARTICLE ONE

                             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.      Definitions................................................................................1
Section 1.02.      Other Definitions.........................................................................26
Section 1.03.      Rules of Construction.....................................................................26
Section 1.04.      Form of Documents Delivered to Trustee....................................................27
Section 1.05.      Acts of Holders...........................................................................27
Section 1.06.      Notices, etc., to the Trustee and the Company.............................................28
Section 1.07.      Notice to Holders; Waiver.................................................................28
Section 1.08.      Conflict with Trust Indenture Act.........................................................29
Section 1.09.      Effect of Headings and Table of Contents..................................................29
Section 1.10.      Successors and Assigns....................................................................29
Section 1.11.      Separability Clause.......................................................................29
Section 1.12.      Benefits of Indenture.....................................................................30
Section 1.13.      GOVERNING LAW.............................................................................30
Section 1.14.      No Recourse Against Others................................................................30
Section 1.15.      Independence of Covenants.................................................................30
Section 1.16.      Exhibits..................................................................................30
Section 1.17.      Counterparts..............................................................................30
Section 1.18.      Duplicate Originals.......................................................................30

                                                   ARTICLE TWO

                                                      FORMS

Section 2.01.      Form and Dating...........................................................................30

                                                  ARTICLE THREE

                                                    THE NOTES

Section 3.01.      Title and Terms...........................................................................31
Section 3.02.      Optional Redemption.......................................................................32
Section 3.03.      Registrar and Paying Agent................................................................32
Section 3.04.      Execution and Authentication..............................................................33
Section 3.05.      Temporary Notes...........................................................................33
Section 3.06.      Transfer and Exchange.....................................................................34
</Table>

                                      -i-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
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<S>                                                                                                         <C>
Section 3.07.      Mutilated, Destroyed, Lost and Stolen Notes...............................................35
Section 3.08.      Payment of Interest; Interest Rights Preserved............................................35
Section 3.09.      Persons Deemed Owners.....................................................................36
Section 3.10.      Cancellation..............................................................................37
Section 3.11.      Legal Holidays............................................................................37
Section 3.12.      CUSIP and CINS Numbers....................................................................38
Section 3.13.      Paying Agent To Hold Money in Trust.......................................................38
Section 3.14.      Deposits of Monies........................................................................38

                                                   ARTICLE FOUR

                                        DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01.      Company's Option To Effect Defeasance or Covenant Defeasance..............................39
Section 4.02.      Defeasance and Discharge..................................................................39
Section 4.03.      Covenant Defeasance.......................................................................39
Section 4.04.      Conditions to Defeasance or Covenant Defeasance...........................................40
Section 4.05.      Deposited Money and U.S. Government Obligations To Be Held in Trust; Other
                      Miscellaneous Provisions...............................................................42
Section 4.06.      Reinstatement.............................................................................43

                                                   ARTICLE FIVE

                                                     REMEDIES

Section 5.01.      Events of Default.........................................................................43
Section 5.02.      Acceleration of Maturity; Rescission and Annulment........................................45
Section 5.03.      Collection of Indebtedness and Suits for Enforcement by Trustee...........................46
Section 5.04.      Trustee May File Proofs of Claims.........................................................47
Section 5.05.      Trustee May Enforce Claims Without Possession of Notes....................................48
Section 5.06.      Application of Money Collected............................................................48
Section 5.07.      Limitation on Suits.......................................................................48
Section 5.08.      Unconditional Right of Holders To Receive Principal Premium and Interest..................49
Section 5.09.      Restoration of Rights and Remedies........................................................49
Section 5.10.      Rights and Remedies Cumulative............................................................50
Section 5.11.      Delay or Omission Not Waiver..............................................................50
Section 5.12.      Control by Requisite Percentage...........................................................50
Section 5.13.      Waiver of Past Defaults...................................................................50
Section 5.14.      Undertaking for Costs.....................................................................51
Section 5.15.      Waiver of Stay, Extension or Usury Laws...................................................51
</Table>

                                      -ii-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                         <C>
                                                   ARTICLE SIX

                                                   THE TRUSTEE

Section 6.01.      Certain Duties and Responsibilities.......................................................52
Section 6.02.      Notice of Defaults........................................................................52
Section 6.03.      Certain Rights of Trustee.................................................................53
Section 6.04.      Trustee Not Responsible for Recitals, Dispositions of Notes or Application of
                      Proceeds Thereof.......................................................................54
Section 6.05.      Trustee and Agents May Hold Notes; Collections; Etc.......................................54
Section 6.06.      Money Held in Trust.......................................................................54
Section 6.07.      Compensation and Indemnification of Trustee and Its Prior Claim...........................55
Section 6.08.      Conflicting Interests.....................................................................55
Section 6.09.      Corporate Trustee Required; Eligibility...................................................55
Section 6.10.      Resignation and Removal; Appointment of Successor Trustee.................................56
Section 6.11.      Acceptance of Appointment by Successor....................................................57
Section 6.12.      Merger, Conversion, Amalgamation, Consolidation or Succession to Business.................58
Section 6.13.      Preferential Collection of Claims Against Company.........................................58

                                                  ARTICLE SEVEN

                                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.      Preservation of Information; Company To Furnish Trustee Names and Addresses of
                      Holders................................................................................59
Section 7.02.      Communications of Holders.................................................................59
Section 7.03.      Reports by Trustee........................................................................59

                                                  ARTICLE EIGHT

                                   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

Section 8.01.      Company May Consolidate, etc., Only on Certain Terms......................................60
Section 8.02.      Successor Substituted.....................................................................61

                                                   ARTICLE NINE

                                       SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01.      Supplemental Indentures, Agreements and Waivers Without Consent of Holders................61
Section 9.02.      Supplemental Indentures, Agreements and Waivers with Consent of Holders...................62
Section 9.03.      Execution of Supplemental Indentures, Agreements and Waivers..............................63
</Table>

                                     -iii-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                         <C>
Section 9.04.      Effect of Supplemental Indentures.........................................................63
Section 9.05.      Conformity with Trust Indenture Act.......................................................64
Section 9.06.      Reference in Notes to Supplemental Indentures.............................................64
Section 9.07.      Record Date...............................................................................64
Section 9.08.      Revocation and Effect of Consents.........................................................64

                                                   ARTICLE TEN

                                                    COVENANTS

Section 10.01.     Payment of Principal, Premium and Interest................................................65
Section 10.02.     Maintenance of Office or Agency...........................................................65
Section 10.03.     Money for Note Payments To Be Held in Trust...............................................65
Section 10.04.     Corporate Existence.......................................................................67
Section 10.05.     Payment of Taxes and Other Claims.........................................................67
Section 10.06.     Maintenance of Properties.................................................................67
Section 10.07.     Insurance.................................................................................68
Section 10.08.     Books and Records.........................................................................68
Section 10.09.     [Intentionally Omitted]...................................................................68
Section 10.10.     Provision of Financial Statements.........................................................68
Section 10.11.     Change of Control.........................................................................69
Section 10.12.     Limitation on Indebtedness................................................................71
Section 10.13.     Statement by Officers as to Default.......................................................72
Section 10.14.     Limitation on Restricted Payments.........................................................72
Section 10.15.     Limitation on Transactions with Affiliates................................................75
Section 10.16.     Limitation on Sale of Assets..............................................................76
Section 10.17.     Limitation on Liens.......................................................................80
Section 10.18.     [Intentionally Omitted]...................................................................80
Section 10.19.     Limitation on Sale of Capital Stock of Restricted Subsidiaries of the Company.............80
Section 10.20.     Limitation on Dividends and Other Payment Restrictions Affecting Restricted
                      Subsidiaries of the Company............................................................80
Section 10.21.     Compliance Certificates and Opinions......................................................82
Section 10.22.     Ownership of Atrium and Ellison...........................................................83
Section 10.23.     Maximum Total Leverage Ratio..............................................................83
Section 10.24.     Minimum Interest Coverage Ratio...........................................................84
Section 10.25.     Limitation on Lines of Business...........................................................84

                                                  ARTICLE ELEVEN

                                            SATISFACTION AND DISCHARGE

Section 11.01.     Satisfaction and Discharge of Indenture...................................................85
Section 11.02.     Application of Trust Money................................................................85
</Table>

                                      -iv-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                         <C>
                                                  ARTICLE TWELVE

                                             [Intentionally Omitted]

                                                 ARTICLE THIRTEEN

                                        REDEMPTIONS AND OFFERS TO PURCHASE

Section 13.01.     Notice to Trustee.........................................................................86
Section 13.02.     Selection of Notes To Be Redeemed or Purchased............................................87
Section 13.03.     Notice of Redemption......................................................................87
Section 13.04.     Effect of Notice of Redemption............................................................88
Section 13.05.     Deposit of Redemption Price...............................................................88
Section 13.06.     Notes Redeemed in Part....................................................................88
Section 13.07.     [Intentionally Omitted]...................................................................88
Section 13.08.     Procedures Relating to Mandatory Offers...................................................88
Section 13.09.     Home Office Payment.......................................................................90

Exhibit A       -  Form of Note

Annex A         -  Form of Credit Facility
Annex B         -  Terms of Permitted Receivables Transaction
Annex C         -  Amendment No. 1 and Waiver No. 1 to the Credit Facility
</Table>

----------

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

                                      -v-
<PAGE>

     AMENDED AND RESTATED INDENTURE, dated as of June 29, 2001, between ATRIUM
CORPORATION (formerly known as D and W Holdings, Inc.), a Delaware corporation
(the "Company"), as issuer, and State Street Bank and Trust Company, as trustee
(the "Trustee").

                                    RECITALS

     The Company has duly authorized the creation of an issue of 15% Senior
Pay-In-Kind Notes due 2010, Series B (the "Notes"). To provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.

     All things necessary have been done to make the Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of each of the Company and the Trustee in accordance with the terms
hereof.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by
the holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders (as hereinafter defined) of the Notes, as
follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

     "Account" shall mean any account (as that term is defined in Section 9-106
of the Uniform Commercial Code) of the Company or any Subsidiary of the Company
arising from the sale or lease of goods or rendering of services.

     "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary of the Company as a result of the
acquisition of such Capital Stock by the Company or a Restricted Subsidiary of
the Company; (iii) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary of the Company; or (iv) Permitted
Investments of the type and in the amounts described in clause (viii) of the
definition thereof; provided, however, that, in the case of clauses (ii) and
(iii), such Restricted Subsidiary is primarily engaged in a Related Business.

     "Affiliate" of any specified Person means (i) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such

<PAGE>
                                      -2-

specified Person or (ii) any other Person that owns 10% or more of any class of
Capital Stock of the specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
avoidance of doubt, Ardshiel is an "Affiliate" of the Company on the Issue Date
based on its contractual rights to direct the management and policies of the
Company.

     "Amendment Date" means June 29, 2001.

     "Affiliate Transaction" has the meaning set forth under Section 10.15.

     "Ardshiel" means Ardshiel, Inc., a Delaware corporation.

     "Asset Acquisition" means (i) an Investment by Atrium or any of its
Restricted Subsidiaries in any other Person pursuant to which such Person will
become a Restricted Subsidiary of Atrium or will be merged or consolidated with
or into Atrium or any of its Restricted Subsidiaries or (ii) the acquisition by
Atrium or any of its Restricted Subsidiaries of the assets of any Person that
constitute substantially all of the assets of such Person or any division or
line of business of such Person.

     "Asset Disposition" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan) of shares of Capital Stock of (or
other equity interests in) a Restricted Subsidiary of a Person (other than
directors' qualifying shares), or of any other property or other assets (each
referred to for the purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries (including any disposition by
means of a merger, consolidation or similar transaction) other than (i) a
disposition by a Restricted Subsidiary of the Company to the Company or by the
Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of
the Company, (ii) a disposition of inventory in the ordinary course of business,
(iii) a disposition of obsolete or worn out equipment or equipment that is no
longer used or useful in the conduct of the business of the Company and its
Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business, (iv) dispositions of property for net proceeds which, when
taken collectively with the net proceeds of any other such dispositions under
this clause (iv) that were consummated since the beginning of the fiscal year in
which such disposition is consummated, do not exceed $1.0 million, and (v)
transactions permitted by Section 8.01 and the creation of any Lien not
prohibited by Section 10.17. Notwithstanding anything to the contrary contained
above, a Restricted Payment or other payment or Investment made in compliance
with Section 10.14 shall not constitute an Asset Disposition except for purposes
of determination of the Consolidated Coverage Ratio.

     "Atrium" means Atrium Companies, Inc., a Delaware corporation.

<PAGE>
                                      -3-

     "Atrium Indenture" means the Indenture dated as of May 17, 1999 by and
among Atrium, the Guarantors and State Street Bank and Trust Company, as
Trustee, relating to the Atrium Notes.

     "Atrium Notes" means the 10-1/2% Senior Subordinated Notes due 2009 of
Atrium issued pursuant to the Atrium Indenture.

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

     "Average Life" means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (i) the sum of the products of
(a) the numbers of years (rounded upwards to the nearest month) from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption multiplied by (b) the amount of such payment by
(ii) the sum of all such payments.

     "Bankruptcy Law" means Title 11, United States Code or any similar federal
or state law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or the law of any other
jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.

     "Bankruptcy Order" means any court order made in a proceeding pursuant to
or within the meaning of any Bankruptcy Law, containing an adjudication of
bankruptcy or insolvency, or providing for liquidation, receivership,
winding-up, dissolution, "concordate" or reorganization, or appointing a
Custodian of a debtor or of all or any substantial part of a debtor's property,
or providing for the staying, arrangement, adjustment or composition of
indebtedness or other relief of a debtor.

     "Board of Directors" means the board of directors of the Company or Atrium
(as the context indicates) or any duly authorized committee of such board.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company or Atrium (as the context indicates) to
have been duly adopted by its respective Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in The City of New York or a
place of payment are authorized or obligated by law, regulation or executive
order to close.

<PAGE>
                                      -4-

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

     "Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty.

     "Cash Equivalents" means any of the following: (i) any Investment in direct
obligations of the United States of America or any agency thereof or obligations
guaranteed by the United States of America or any agency thereof, (ii)
Investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by a
bank or trust company which is organized under the laws of the United States of
America, any state thereof or any foreign country recognized by the United
States of America having capital surplus and undivided profits aggregating in
excess of $250.0 million (or the foreign currency equivalent thereof) and whose
long-term debt, or whose parent holding company's long term debt, is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act), (iii) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clause (i) above
entered into with a bank meeting the qualifications described in clause (ii)
above, (iv) Investments in commercial paper, maturing not more than 180 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America
with a rating at the time as of which any investment therein is made of "P-1"
(or higher) according to Moody's Investors Service, Inc. or "A-1" (or higher)
according to Standard & Poor's Ratings Group, (v) Investments in securities with
maturities of six months or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least "A-2" by Standard & Poor's Ratings Group or "A" by Moody's Investors
Service, Inc. and (vi) Investments in mutual funds whose investment guidelines
restrict such funds' investments to those satisfying the provisions of any or
all of clauses (i) through (v) above.

     "Change of Control" means any transaction or event (including, without
limitation, an issuance, sale or exchange of Equity Interests, a merger or
consolidation, or a dissolution or liquidation) occurring on or after the Issue
Date (whether or not approved by the Board of Directors of the Company) as a
direct or indirect result of which (a) if such transaction or event occurs prior
to the consummation of an Initial Public Offering, the Permitted Holders fail to
collectively beneficially own, directly or indirectly, Equity Interests of the
Company representing

<PAGE>
                                      -5-

at least a majority (on a fully diluted basis) of the aggregate voting power of
the Equity Interests of the Company at the time outstanding or fail to have the
ability to appoint at least a majority of the Board of Directors of the Company;
(b) if such transaction or event is an Initial Public Offering or occurs after
the consummation of an Initial Public Offering, (i) any Person or any group
(other than the Permitted Holders) shall (A) (directly or indirectly)
beneficially own in the aggregate Equity Interests of the Company representing
35% or more (on a fully diluted basis) of the aggregate voting power of the
Equity Interests of the Company at the time outstanding; or (B) have the right
or power to appoint, directly or indirectly, a majority or more of the Board of
Directors of the Company or (ii) 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 the
shareholders of the Company was approved by a vote of at least a majority 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) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or (c) if such transaction or
event occurs at any time, whether before or after the consummation of an Initial
Public Offering, any event or circumstance constituting a "change of control"
under the Credit Facility shall occur which results in an obligation of Atrium
or any of its Subsidiaries to prepay, purchase, offer to purchase, redeem or
defease all or a portion of the Indebtedness outstanding under the Credit
Facility. For purposes of this definition, (x) the terms "beneficially own" and
"group" shall have the respective meanings ascribed to them pursuant to Section
13(d) of the United States Securities Exchange Act of 1934, except that a Person
or group shall be deemed to "beneficially own" all securities that such Person
or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time, and (y) any Person or group shall be deemed
to beneficially own any Equity Interests beneficially owned by any other Person
(the "parent entity") so long as such Person or group beneficially owns,
directly or indirectly, at least a majority of the voting power of the then
outstanding Equity Interests of the parent entity and no other Person or group
has the right to designate or appoint a majority or more of the directors of
such parent entity.

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

     "Commodity Agreement" means any commodity future contract, commodity option
or other similar agreement or arrangement entered into by the Company or any of
its Restricted Subsidiaries that is designed to protect the Company or any of
its Restricted Subsidiaries against fluctuations in the price of commodities
used by the Company or a Restricted Subsidiary of the Company as raw materials
in the ordinary course of business.

<PAGE>
                                      -6-

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chief Executive Officer, its
President or an Executive Vice President or a Vice President, and by its
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
or its chief financial officer, and delivered to the Trustee.

     "Consolidated Cash Flow" for any period means, with respect to any Person,
the Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income: (i) income tax expense,
(ii) Consolidated Interest Expense of such Person, (iii) depreciation expense,
(iv) amortization expense, (v) exchange or translation losses on foreign
currencies and (vi) all other noncash items (excluding any noncash item to the
extent it represents an accrual of or reserve for cash disbursements for any
subsequent period prior to the Stated Maturity of the Notes) and less, to the
extent added in calculating Consolidated Net Income of such Person, (x) exchange
or translation gains on foreign currencies, (y) noncash items (excluding such
noncash items to the extent they represent an accrual for cash receipts
reasonably expected to be received prior to the Stated Maturity of the Notes)
and (z) dividends or distributions paid pursuant to clause (iv) under Section
10.14(b), in each case for such period. Notwithstanding the foregoing, the
income tax expense, depreciation expense and amortization expense of a
Subsidiary of any Person shall be included in Consolidated Cash Flow only to the
extent (and in the same proportion) that the net income of such Subsidiary was
included in calculating Consolidated Net Income.

     "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of Consolidated Cash Flow of Atrium for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination and as to which financial statements are available to
(ii) Consolidated Interest Expense of Atrium for such four fiscal quarters;
provided, however, that (1) if Atrium or any of its Restricted Subsidiaries has
Incurred any Indebtedness since the beginning of such period through the date of
determination of such ratio that remains outstanding or if the transaction
giving rise to the need to calculate such ratio is an incurrence of
Indebtedness, or both, Consolidated Cash Flow of Atrium and Consolidated
Interest Expense of Atrium for such period shall be calculated after giving
effect on a pro forma basis to (A) such Indebtedness (other than Indebtedness
incurred pursuant to Section 10.12(b) on the date of determination) as if such
Indebtedness had been Incurred on the first day of such period (provided that,
if such Indebtedness is Incurred under a revolving credit facility (or similar
arrangement or under any predecessor revolving credit or similar arrangement),
only that portion of such Indebtedness that constitutes the one year projected
average balance of such Indebtedness (as determined in good faith by senior
management of the Company) shall be deemed outstanding for purposes of this
calculation) and (B) the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period,
(2) if

<PAGE>
                                      -7-

since the beginning of such period any Indebtedness of Atrium or any of its
Restricted Subsidiaries has been repaid, repurchased, defeased or otherwise
discharged (other than Indebtedness under a revolving credit or similar
arrangement unless such revolving credit Indebtedness has been permanently
repaid and has not been replaced), Consolidated Interest Expense of Atrium for
such period shall be calculated after giving pro forma effect thereto as if such
Indebtedness had been repaid, repurchased, defeased or otherwise discharged on
the first day of such period, (3) if since the beginning of such period Atrium
or any of its Restricted Subsidiaries shall have made any Asset Disposition or
if the transaction giving rise to the need to calculate such ratio is an Asset
Disposition, Consolidated Cash Flow for such period shall be reduced by an
amount equal to the Consolidated Cash Flow (if positive) attributable to the
assets which are the subject of such Asset Disposition for such period or
increased by an amount equal to the Consolidated Cash Flow (if negative)
attributable thereto for such period, and Consolidated Interest Expense of
Atrium for such period shall be (i) reduced by an amount equal to the
Consolidated Interest Expense of Atrium attributable to any Indebtedness of
Atrium or any of its Restricted Subsidiaries repaid, repurchased, defeased or
otherwise discharged with respect to Atrium and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary of Atrium is sold, transferred or
otherwise disposed of, the Consolidated Interest Expense of Atrium for such
period directly attributable to the Indebtedness of such Restricted Subsidiary
to the extent Atrium and its continuing Restricted Subsidiaries are no longer
liable for such Indebtedness after such sale, transfer or other disposition) and
(ii) increased by interest income attributable to the assets which are the
subject of such Asset Disposition for such period, (4) if since the beginning of
such period Atrium or any of its Restricted Subsidiaries (by merger or
otherwise) shall have made an Asset Acquisition, Consolidated Cash Flow of
Atrium and Consolidated Interest Expense of Atrium for such period shall be
calculated after giving pro forma effect thereto (including the incurrence of
any Indebtedness) as if such Asset Acquisition occurred on the first day of such
period and (5) if since the beginning of such period any Person that
subsequently became a Restricted Subsidiary of Atrium or was merged with or into
Atrium or any of its Restricted Subsidiaries since the beginning of such period
shall have made any Asset Disposition or Asset Acquisition that would have
required an adjustment pursuant to clause (3) or (4) above if made by Atrium or
any of its Restricted Subsidiaries during such period, Consolidated Cash Flow of
Atrium and Consolidated Interest Expense of Atrium for such period shall be
calculated after giving pro forma effect thereto as if such Asset Disposition or
Asset Acquisition occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an Asset Acquisition,
the amount of income or earnings relating thereto and the amount of Consolidated
Interest Expense of Atrium associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in
accordance with GAAP and Regulation S-X under the Securities Act, to the extent
applicable, in good faith by a responsible financial or accounting officer of
the Company. 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 Interest

<PAGE>
                                      -8-

Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement
has a remaining term that extends at least until the end of such period).

     "Consolidated Interest Expense" means, for any period, the total interest
expense of any Person and its Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP, plus, to the extent
not included in such interest expense, (i) interest expense attributable to
capital leases, (ii) amortization of debt discount, (iii) capitalized interest,
(iv) noncash interest expense, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers acceptance financing,
(vi) interest actually paid by such Person or any Restricted Subsidiary of such
Person under any guarantee of Indebtedness or other obligation of any other
Person, (vii) net payments (whether positive or negative) pursuant to Interest
Rate Agreements, (viii) interest or other fees in the nature of interest or
discount accrued and paid or payable in cash by such Person or any of its
Restricted Subsidiaries in connection with any Permitted Receivables
Transaction, and (ix) the product of (x) all cash and Disqualified Stock
dividends in respect of all Preferred Stock of Subsidiaries of such Person and
Disqualified Stock of such Person held by Persons other than such Person or a
Wholly-Owned Subsidiary of such Person times (y) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal, and less, to the extent included in such interest
expense, the amortization of capitalized debt issuance costs.

     "Consolidated Net Income" means, for any period, the net income (loss) of a
Person and its consolidated Restricted Subsidiaries for such period determined
in accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income: (i) any net income (loss) of any person acquired
by such Person or any of its Restricted Subsidiaries in a pooling of interests
transaction for any period prior to the date of such acquisition, (ii) any net
income of any Restricted Subsidiary of such Person to the extent that (and up to
the amount that) the payment of dividends or the making of distributions by such
Restricted Subsidiary is prohibited, directly or indirectly, by contract,
operation of law or otherwise, (iii) any gain or loss realized upon the sale or
other disposition of any assets of such Person or its consolidated Restricted
Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which are
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 Capital Stock of
any Person, (iv) any extraordinary gain or loss (including non-recurring
expenses related to the Transactions), (v) the cumulative effect of a change in
accounting principles, (vi) the net income of any other Person, other than a
Restricted Subsidiary of the party for whom the calculation is being made,
except to the extent of the lesser of (A) dividends or distributions paid to the
party for whom the calculation is being made or any of its Restricted
Subsidiaries (unless and to the extent such Restricted Subsidiary is subject to
clause (ii) above) by such Person and (B) the net income of such Person (but in
no event less than zero), and the net loss of such Person (other than an
Unrestricted Subsidiary of such Person, the net income and net loss of which
will not be included) shall be included only to the extent of the aggregate
Investment of the party for whom

<PAGE>
                                      -9-

the calculation is being made or any of its Restricted Subsidiaries in such
Person and (vii) any noncash expenses attributable to grants or exercises of
employee stock options.

     "Continuing Director" means, with respect to any specified Person as of the
date of determination, any Person who (i) was a member of the Board of Directors
of such Person on the date of this Indenture, (ii) was nominated for election or
elected to the Board of Directors of such Person with the affirmative vote of a
majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election or (iii) is a representative of a
Permitted Holder.

     "control" means, with respect to any specified Person, the power to direct
the management and policies of such Person, directly or indirectly, whether
through the ownership of Voting Stock, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at Two Avenue
de Lafayette, Boston, MA 02111, Attention: Corporate Trust Administration.

     "covenant defeasance" has the meaning set forth in Section 4.03.

     "Credit Facility" means the amended and restated credit agreement dated as
of October 2, 1998, amended and restated as of October 24, 2000, and as amended
on May 15, 2001, among Atrium, as Borrower; the Company, as guarantor; the other
guarantors party thereto; each of the lenders that is a signatory thereto;
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead
arranger, syndication agent and documentation agent; and Fleet National Bank, as
administrative agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing, increasing the
total commitment of, or otherwise restructuring all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

     "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

     "Custodian" means any receiver, interim receiver, receiver and manager,
receiver-manager, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law or any other law respecting secured creditors
and the enforcement of their security or any other

<PAGE>
                                      -10-

Person with like powers whether appointed judicially or out of court and whether
pursuant to an interim or final appointment.

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

     "defeasance" has the meaning set forth in Section 4.02.

     "Depository" means The Depository Trust Company, its nominees and
successors.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event, (i) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise or is
redeemable at the option of the holder thereof (except upon the occurrence of a
Change of Control or Asset Disposition if such Capital Stock requires that the
Change of Control Offer or Net Available Cash Offer, as applicable, with respect
to the Notes be completed prior to any similar offer being made with respect to
such Capital Stock), in whole or in part, on or prior to the final stated
maturity of the Notes, or (ii) is convertible into or exchangeable (unless at
the sole option of the issuer thereof) for (a) debt securities or (b) any
Capital Stock referred to in (i) above, in each case at any time prior to the
final stated maturity of the Notes.

     "Ellison" means VES, Inc., a Delaware corporation, doing business in North
Carolina as Ellison Extrusion Systems, Inc.

     "Ellison Acquisition Agreement" means the amended and restated purchase
agreement dated as of October 25, 2000 by and between The Ellison Company, Inc.
and the Company pursuant to which the Company will acquire all of the
outstanding capital stock of Ellison and substantially all of the assets of
Ellison's Window and Doors Division.

     "Equity Interests" shall mean, with respect to any Person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of capital of such
Person, including, if such Person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership, whether outstanding on or after
the Issue Date.

     "Event of Default" has the meaning set forth in Section 5.01.

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

     "Exchange Offer" means an offer by Issuer to exchange any and all of the
Initial Notes for a like aggregate principal amount of Notes.

<PAGE>
                                      -11-

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length transaction, for cash, between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy. Fair market value shall be determined
by the Board of Directors of the Company acting in good faith evidenced by a
board resolution thereof delivered to the Trustee.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the date hereof, 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 contained in this Indenture shall be computed in
conformity with GAAP.

     "guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee to such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.

     "Guarantor" means each guarantor of the Atrium Notes, including any Person
that executes or is required after the date of this Indenture to execute a
guarantee of the Atrium Notes pursuant to the terms of the Atrium Indenture,
until a successor replaces such party pursuant to the applicable provisions of
the Atrium Indenture and, thereafter, shall mean such successor.

     "Holder" or "Noteholder" means a Person in whose name a Note is registered
in the Note Register.

     "Incur" means issue, assume, guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Restricted Subsidiary of the Company
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary.

     "Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money, (ii) the principal
of and premium (if any) in respect of obligations

<PAGE>
                                      -12-

of such Person evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of such Person in respect of letters of
credit or other similar instruments (including reimbursement obligations with
respect thereto) (other than obligations with respect to letters of credit
securing obligations (other than obligations described in clauses (i), (ii) and
(v)) entered into in the ordinary course of business of such Person to the
extent that such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit), (iv) all obligations of such Person to pay the
deferred and unpaid purchase price of property or services (except trade
payables and accrued expenses incurred in the ordinary course of business
payable in accordance with industry practices), (v) all Capitalized Lease
Obligations and all Attributable Indebtedness of such Person, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided, however,
that the amount of such Indebtedness shall be the lesser of the fair market
value of such asset at such date of determination and the amount of such
Indebtedness of such other Person, (vii) all Indebtedness of other Persons to
the extent guaranteed by such Person, (viii) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Restricted Subsidiary of the Company,
any Preferred Stock of such Restricted Subsidiary to the extent such obligation
arises on or before the Stated Maturity of the Notes (but excluding, in each
case, any accrued dividends) and (ix) to the extent not otherwise included in
this definition, net obligations under Currency Agreements, Interest Rate
Agreements and Commodity Agreements.

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

     "Indenture Obligations" means the obligations of the Company and any other
obligor under this Indenture or under the Notes to pay principal of, premium, if
any, and interest on the Notes when due and payable, whether at maturity, by
acceleration, call for redemption or repurchase or otherwise, and all other
amounts due or to become due under or in connection with this Indenture or the
Notes and the performance of all other obligations to the Trustee (including,
but not limited to, payment of all amounts due the Trustee under Section 6.07
hereof) and the Holders of the Notes under this Indenture or the Notes,
according to the terms thereof.

     "Initial Notes" means the 15% Senior Pay-In-Kind Notes due 2010, Series A,
of the Company.

     "Initial Public Offering" means a primary underwritten public offering of
shares of common stock of the Company or any other direct or indirect holding
company thereof having an aggregate offering price of at least $25,000,000,
other than any public offering or sale pursuant to a registration statement on
Form S-8 or a comparable form.

<PAGE>
                                      -13-

     "interest" means, when used with respect to any Note, the amount of all
cash interest accruing on such Note, including all interest accruing subsequent
to the occurrence of any events specified in Sections 5.01(h), (i) and (j) or
which would have accrued but for any such event, whether or not such claims are
allowable under applicable law.

     "Interest Payment Date" means, when used with respect to any Note, the
Stated Maturity of an installment of interest on such Note, as set forth in such
Note.

     "Interest Rate Agreement" means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

     "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts payable on the balance sheet of such Person) or other
extension of credit (including by way of guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. For purposes of
Section 10.14, (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in a Restricted Subsidiary of the Company to be
designated as an Unrestricted Subsidiary of the Company) of the fair market
value of the net assets of such Restricted Subsidiary of the Company at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary of the
Company and shall exclude the portion (proportionate to the Company's equity
interest in an Unrestricted Subsidiary of the Company to be redesignated as a
Restricted Subsidiary of the Company) of the fair market value of the net assets
of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
redesignated as a Restricted Subsidiary of the Company, (ii) any property
transferred to or from an Unrestricted Subsidiary of the Company shall be valued
at its fair market value at the time of such transfer, in each case as
determined in good faith by the Board of Directors and evidenced by a resolution
of the Board of Directors certified in an Officers' Certificate, and (iii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment.

     "Issue Date" means the original issue date of the Initial Notes under the
Purchase Agreement.

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

<PAGE>
                                      -14-

     "Maturity Date" means, with respect to any Note, the date on which any
principal of such Note becomes due and payable as therein or herein provided,
whether at the Stated Maturity with respect to such principal or by declaration
of acceleration, call for redemption or purchase or otherwise.

     "Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets subject to such Asset Disposition) therefrom, in
each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, foreign and local
taxes required to be paid or accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all payments made on any Indebtedness that is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon such assets, or which must by its terms, or in order to
obtain a necessary consent to such Asset Disposition or by applicable law, be
repaid out of the proceeds from such Asset Disposition, (iii) all distributions
and other payments required to be made to any Person owning a beneficial
interest in assets subject to sale or minority interest holders in Subsidiaries
of the Company or joint ventures as a result of such Asset Disposition, (iv) the
deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets
disposed of in such Asset Disposition; provided, however, that upon any
reduction in such reserves (other than to the extent resulting from payments of
the respective reserved liabilities), Net Available Cash shall be increased by
the amount of such reduction to reserves and retained by the Company or any of
its Restricted Subsidiaries after such Asset Disposition, and (v) any portion of
the purchase price from an Asset Disposition placed in escrow (whether as a
reserve for adjustment of the purchase price, for satisfaction of indemnities in
respect of such Asset Disposition or otherwise in connection with such Asset
Disposition); provided, however, that upon the termination of such escrow, Net
Available Cash shall be increased by any portion of funds therein released to
the Company or any of its Restricted Subsidiaries.

     "Net Available Cash Offer" has the meaning set forth under Section 10.16.

     "Non-Recourse Debt" means Indebtedness as to which neither the Company nor
any of its Restricted Subsidiaries (a) provides any guarantee or credit support
of any kind (including any undertaking, guarantee, indemnity, agreement or
instrument that would constitute Indebtedness) other than a non-recourse pledge
of the Capital Stock of an Unrestricted Subsidiary of the Company securing
Indebtedness of such Unrestricted Subsidiary of the Company or (b) is directly
or indirectly liable (as a guarantor or otherwise).

     "Notes" has the meaning specified in the Recitals of this Indenture.

     "Offer" means a Change of Control Offer made pursuant to Section 10.11 or a
Net Available Cash Offer made pursuant to Section 10.16.

<PAGE>
                                      -15-

     "Officer" means, with respect to the Company , the Chief Executive Officer,
the President, an Executive Vice President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer, an Assistant Treasurer, or the Chief
Financial Officer.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President, the Chief Financial Officer, an Executive Vice
President, or a Vice President, and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Company and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel who may be counsel
for the Company or the Trustee, and who shall be reasonably acceptable to the
Trustee.

     "Outstanding" means, as of the date of determination, all Initial Notes,
other than Initial Notes owned by the Company or any of its Affiliates or
Initial Notes that have been redeemed or canceled or exchanged pursuant to the
Exchange Offer, and all Notes theretofore authenticated and delivered under this
Indenture, except:

     (i) Notes theretofore canceled by the Trustee or delivered to the Trustee
  for cancellation;

     (ii) Notes, or portions thereof, for whose payment or redemption money in
  the necessary amount has been theretofore deposited with the Trustee or any
  Paying Agent (other than the Company or any Affiliate thereof) in trust or set
  aside and segregated in trust by the Company or any Affiliate thereof (if the
  Company or Affiliate shall act as Paying Agent) for the Holders of such Notes;
  provided, however, that if such Notes are to be redeemed, notice of such
  redemption has been duly given pursuant to this Indenture or provision
  therefor satisfactory to the Trustee has been made;

     (iii) Notes with respect to which the Company has effected defeasance or
  covenant defeasance as provided in Article Four, to the extent provided in
  Sections 4.02 and 4.03; and

     (iv) Notes in exchange for or in lieu of which other Notes have been
  authenticated and delivered pursuant to this Indenture, other than any such
  Notes in respect of which there shall have been presented to the Trustee proof
  satisfactory to it that such Notes are held by a bona fide purchaser in whose
  hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company, any other obligor upon the Notes or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a

<PAGE>
                                      -16-

Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
The Company shall notify the Trustee, in writing, when it repurchases or
otherwise acquires Notes, of the aggregate principal amount of such Notes so
repurchased or otherwise acquired. Notes so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act as a Holder with
respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor. If
the Paying Agent holds, in its capacity as such, on any Maturity Date or on any
optional redemption date money sufficient to pay all accrued interest and
principal with respect to such Notes payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes cease to be Outstanding and
interest on them ceases to accrue. Notes may also cease to be outstanding to the
extent expressly provided in Article Four.

     "Permitted Holders" means (i) GE Investment Private Placement Partners II,
a Limited Partnership, (ii) Ardshiel or (iii) any of their Affiliates.

     "Permitted Indebtedness" means

     (i) Indebtedness of a Restricted Subsidiary of Atrium owing to and held by
  Atrium or any of its Restricted Subsidiaries; provided, however, that any
  subsequent issuance or transfer of any Capital Stock or any other event which
  results in any such Restricted Subsidiary ceasing to be a Restricted
  Subsidiary or any subsequent transfer of any such Indebtedness (except to
  Atrium or a Restricted Subsidiary of Atrium) shall be deemed in each case to
  constitute the Incurrence of such Indebtedness by the issuer thereof;

     (ii) Indebtedness represented by (x) the Atrium Notes, (y) any Indebtedness
  (other than the Indebtedness described in subclauses (i), (ii) and (iv) under
  Section 10.12(c) and other than Indebtedness Incurred pursuant to clause (i)
  above or clause (iv), (v), (vi) or (vii) below) outstanding on the Issue Date
  and described on Schedule 3D to the Purchase Agreement and (z) any Refinancing
  Indebtedness Incurred in respect of any Indebtedness described in this clause
  (ii) or Incurred as described in Section 10.12(b);

     (iii) (A) Indebtedness of a Restricted Subsidiary of the Company Incurred
  and outstanding on the date on which such Restricted Subsidiary was acquired
  by Atrium (other than Indebtedness Incurred (x) in anticipation of such
  acquisition, or (y) as consideration in, or to provide all or any portion of
  the funds or credit support utilized to consummate, the transaction or series
  of related transactions pursuant to which such Restricted Subsidiary became a
  Subsidiary or was otherwise acquired by Atrium); provided, however, that at
  the time such Restricted Subsidiary is acquired by Atrium, Atrium would have
  been able to Incur $1.00 of additional Indebtedness pursuant to Section
  10.12(b) after giving effect to the Incurrence of such Indebtedness pursuant
  to this clause (iii) and

<PAGE>
                                      -17-

  (B) Refinancing Indebtedness Incurred by a Restricted Subsidiary of the
  Company in respect of Indebtedness Incurred by such Restricted Subsidiary
  pursuant to this clause (iii);

     (iv) Indebtedness of any Restricted Subsidiary of the Company (A) in
  respect of performance bonds, bankers' acceptances and surety or appeal bonds
  provided by any of the Company's Restricted Subsidiaries to their customers in
  the ordinary course of their business and not for money borrowed, (B) in
  respect of performance bonds or similar obligations of any of the Company's
  Restricted Subsidiaries for or in connection with pledges, deposits or
  payments made or given in the ordinary course of business and not for money
  borrowed in connection with or to secure statutory, regulatory or similar
  obligations, including obligations under health, safety or environmental
  obligations, (C) arising from guarantees to suppliers, lessors, licensees,
  contractors, franchises or customers of obligations (other than Indebtedness)
  incurred in the ordinary course of business and not for money borrowed and (D)
  under Currency Agreements, Interest Rate Agreements and Commodity Agreements;
  provided, however, that in the case of subclause (D), such agreements are
  entered into for bona fide hedging purposes of the Company's Restricted
  Subsidiaries (as determined in good faith by the Board of Directors or senior
  management of the Company) and, in the case of Interest Rate Agreements and
  Currency Agreements, such Interest Rate Agreements and Currency Agreements
  correspond in terms of notional amount, duration, currencies and interest
  rates, as applicable, to Indebtedness of the Restricted Subsidiaries of the
  Company Incurred without violation of this Indenture or the business
  transactions of such Restricted Subsidiaries on customary terms entered into
  in the ordinary course of business and otherwise in compliance with this
  Indenture, as applicable;

     (v) Indebtedness of any Restricted Subsidiary of the Company arising from
  agreements providing for indemnification, adjustment of purchase price or
  similar obligations, or from guarantees or letters of credit, surety bonds or
  performance bonds securing any obligations of the Company or any of its
  Restricted Subsidiaries pursuant to such agreements, in each case Incurred in
  connection with the disposition of any business, assets or Restricted
  Subsidiary of the Company (other than guarantees of Indebtedness or other
  obligations Incurred by any Person acquiring all or any portion of such
  business, assets or Restricted Subsidiary of the Company for the purpose of
  financing such acquisition) in a principal amount not to exceed the gross
  proceeds actually received by any of such Restricted Subsidiaries in
  connection with such disposition;

     (vi) Indebtedness consisting of guarantees by any Restricted Subsidiary of
  the Company of Indebtedness Incurred by a Restricted Subsidiary of the Company
  without violation of this Indenture; and

     (vii) Indebtedness of any Restricted Subsidiary of the Company arising from
  the honoring by a bank or other financial institution of a check, draft or
  similar instrument

<PAGE>
                                      -18-

  drawn against insufficient funds in the ordinary course of business; provided
  that such Indebtedness is extinguished within two Business Days of its
  incurrence.

     "Permitted Investment" means an Investment by the Company or any of its
Restricted Subsidiaries in:

     (i) the Company or a Restricted Subsidiary of the Company; provided,
  however, that the primary business of such Restricted Subsidiary is a Related
  Business;

     (ii) another Person if as a result of such Investment such other Person
  becomes a Restricted Subsidiary of the Company or is merged or consolidated
  with or into, or transfers or conveys all or substantially all its assets to,
  the Company or a Restricted Subsidiary of the Company; provided, however, that
  in each case such Person's primary business is a Related Business and
  provided, further that each such Investment shall satisfy each of the
  following conditions;

          (a) no Default exists at the time such Investment is made or would
     result therefrom;

          (b) after giving pro forma effect in accordance with GAAP to such
     Investment, (1) the Company shall be in compliance with Sections 10.23 and
     10.24 immediately prior to the completion thereof (assuming, for purposes
     of Sections 10.23 and 10.24, that such Investment, and all other
     Investments completed since the first day of the relevant measurement
     period for each of Sections 10.23 and 10.24, had occurred on the first day
     of such relevant measurement period), and the Trustee and Holders shall
     have been provided reasonably detailed calculations of such compliance and
     reasonable supporting data and information with respect thereto, and (2) as
     reasonably determined in good faith by the Company at such time based on
     available information then known by the Company, the Company and the
     Subsidiaries can reasonably be expected to remain in compliance with such
     covenants through the Maturity Date and to have sufficient cash liquidity
     to conduct their respective business and pay their respective debts and
     other liabilities as they come due;

          (c) with respect to any Investment involving more than $5 million, the
     Company shall have provided not fewer than 30 days prior to the proposed
     closing thereof the Trustee and each Holder with (1) written notice thereof
     and a brief description of the material terms thereof and a brief
     description of the business or Person to receive such Investment, (2)
     historical financial statements for the last three fiscal years (or, if
     less, for the period of such Person's existence) of the Person or business
     to receive such Investment (audited if available without undue cost or
     delay) and unaudited financial statements thereof for the most recent
     interim period which are available, (3) reasonably detailed projections for
     the succeeding five years (or, if earlier, through the year in which the
     Maturity Date

<PAGE>
                                      -19-

     occurs) pertaining to the Person or business to receive such Investment,
     (4) copies of all material documentation pertaining to such Investment, and
     (5) all such other information and data relating to such Investment or the
     Person or business to receive such Investment as may be reasonably
     requested by the Trustee or a Holder;

          (d) the Company shall have delivered to the Trustee and each Holder
     (x) an Officers' Certificate at least ten days prior to the date of
     consummation of such Investment certifying that (1) such Investment
     complies with this definition (which shall have attached thereto reasonably
     detailed backup data and calculations showing such compliance), and (2)
     such Investment is not reasonably likely to have a Material Adverse Effect
     and (y) financial statements referred to in clause (ii)(b) of this
     definition for the most recently ended fiscal period if the latest
     financial statements previously delivered pursuant to clause (ii)(b) cover
     a period ending more than 135 days before the date of consummation of such
     Investment; and

          (e) the total amount of the Investment, together with the aggregate
     amount of all Investments effected pursuant to this definition since the
     Issue Date, shall not exceed $10 million.

     (iii) Cash Equivalents;

     (iv) receivables owing to the Company or any of its Restricted
  Subsidiaries, created or acquired in the ordinary course of business and
  payable or dischargeable in accordance with customary trade terms;

     (v) payroll, travel and similar advances to cover matters that are expected
  at the time of such advances ultimately to be treated as expenses for
  accounting purposes and that are made in the ordinary course of business;

     (vi) (a) loans or advances by the Company or a Restricted Subsidiary of the
  Company to employees of the Company or any Subsidiary of the Company for
  purposes of purchasing common stock of the Company in an aggregate amount
  outstanding at any one time not to exceed $5.0 million and (b) other loans and
  advances by the Company or a Restricted Subsidiary of the Company to employees
  of the Company or any Subsidiary of the Company made in the ordinary course of
  business of the Company or such Restricted Subsidiary;

     (vii) stock, obligations or securities received in settlement of debts
  created in the ordinary course of business and owing to the Company or any of
  its Restricted Subsidiaries or in satisfaction of judgments or claims;

<PAGE>
                                      -20-

     (viii) an investment by Atrium in a Person engaged in a Related Business;
  provided, however, that no Permitted Investments may be made pursuant to this
  clause (viii) to the extent the amount thereof would, when taken together with
  all other Permitted Investments made pursuant to this clause (viii), exceed $5
  million in the aggregate (plus, to the extent not previously reinvested, any
  return of capital realized on Permitted Investments made pursuant to this
  clause (viii), or any release or other cancellation of any guarantee
  constituting such Permitted Investment);

     (ix) any securities received by the Company or any Restricted Subsidiary of
  the Company as consideration for Asset Dispositions effected in compliance
  with Section 10.16;

     (x) prepayments and other credits to suppliers made in the ordinary course
  of business of the Company and its Restricted Subsidiaries;

     (xi) Investments in connection with pledges, deposits, payments or
  performance bonds made or given in the ordinary course of business and not for
  money borrowed in connection with or to secure statutory, regulatory or
  similar obligations, including obligations under health, safety or
  environmental obligations; and

     (xii) Unrestricted Subsidiaries not to exceed $1 million in the aggregate
  (plus, to the extent not previously reinvested, any return of capital realized
  on Permitted Investments made pursuant to this clause (xii).

     "Permitted Liens" means (a) Liens on property or shares of Capital Stock of
a Person existing at the time such Person is merged into or consolidated with
the Company or any Restricted Subsidiary of the Company; provided, however, that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not secure any property or assets of the Company or any
Restricted Subsidiary of the Company other than the property or assets subject
to the Liens prior to such merger or consolidation; (b) Liens on a property
existing at the time of acquisition thereof by the Company or any Restricted
Subsidiary of the Company; provided, that such Liens were not created, incurred
or assumed in connection with such acquisition; (c) 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 yet
delinquent or which are being contested in good faith and by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review; (d) Liens existing on the Issue Date and
described on Schedule 9.07 to the Credit Facility; (e) Liens securing only the
Notes; (f) Liens in favor of the Company or any Restricted Subsidiary of the
Company so long as held by the Company or any Restricted Subsidiary of the
Company; (g) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted; provided, however,
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (h) licenses, easements,

<PAGE>
                                      -21-

reservations of rights of way, and other similar encumbrances and/or
restrictions on the use of properties, or minor imperfections of title that in
the aggregate are not material in amount and 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 its Restricted Subsidiaries; (i)
Liens resulting from the deposit of cash or notes in connection with contracts,
leases, licenses, tenders or expropriation proceedings, or other obligations of
a like nature or to secure workers' compensation, unemployment insurance and
other types of social security, surety or appeal bonds, performance bonds,
liability to insurance carriers, costs of litigation when required by law and
public and statutory obligations or obligations under franchise arrangements
entered into in the ordinary course of business; (j) leases or subleases granted
to third Persons not interfering with the ordinary course of business of the
Company; (k) Liens to secure Interest Rate Agreements and Currency Agreements
with respect to Indebtedness of the Restricted Subsidiaries of the Company
permitted to be Incurred under this Indenture; (l) 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);
(m) Liens securing letters of credit or surety bonds entered into in the
ordinary course of business and consistent with past business practice; and (n)
Liens on Accounts or related assets of any Receivables Co. created in connection
with a Permitted Receivables Transaction.

     "Permitted Receivables Transaction" shall mean any transaction providing
for the sale or financing of Accounts (other than between Qualified Companies);
provided, however, that (a) any such transaction shall be consummated on
material terms that include terms substantially as described on Annex B or as
the Holders of more than 75% in aggregate principal amount of Outstanding Notes
may otherwise consent, such consent not to be unreasonably withheld, and (b) the
advance rate thereunder shall not be less than 50% of face value of the Accounts
subject thereto and the aggregate purchase commitments thereunder by the parties
other than the Company or any of its Subsidiaries shall not exceed $50,000,000.

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

     "PIK Redemption Amount" is defined in Exhibit A.

     "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.07 hereof in exchange for a
mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

     "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of

<PAGE>
                                      -22-

dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation.

     "Prime Rate" means the rate of interest from time to time announced by
Citibank, N.A. at its principal office as its prime commercial lending rate.

     "Purchase Agreement" means the Purchase Agreement dated as of October 25,
2000 by and among the Company and the Purchasers.

     "Purchasers" means Merrill Lynch Capital Corporation, GATX Capital
Corporation and The Lincoln National Life Insurance Company.

     "Qualified Capital Stock" of any Person shall mean any Capital Stock of
such Person that is not Disqualified Stock.

     "Qualified Company" shall mean the Company and each Restricted Subsidiary
of the Company."

     "Ratio" as of any date of determination means the ratio of (i) the total
consolidated Indebtedness of the Company as of such date to (ii) Consolidated
Cash Flow of Atrium for the period of the most recent four consecutive fiscal
quarters ending prior to the date of such determination and as to which
financial statements are available as derived from the Company's quarterly or
annual financial statements which have been delivered pursuant to the terms
hereof; provided, however, that (1) if during such period the Company or any of
its Restricted Subsidiaries shall have made any Asset Disposition, Consolidated
Cash Flow for such period shall be reduced by an amount equal to the
Consolidated Cash Flow (if positive) attributable to the assets which are the
subject of such Asset Disposition for such period or increased by an amount
equal to the Consolidated Cash Flow (if negative) attributable thereto for such
period, (2) if during such period the Company or any of its Restricted
Subsidiaries (by merger or otherwise) shall have made an Asset Acquisition,
Consolidated Cash Flow of Atrium for such period shall be calculated after
giving pro forma effect thereto as if such Asset Acquisition occurred on the
first day of such period and (3) if during such period any Person that
subsequently became a Restricted Subsidiary of the Company or was merged with or
into the Company or any of its Restricted Subsidiaries during such period shall
have made any Asset Disposition or Asset Acquisition that would have required an
adjustment pursuant to clause (1) or (2) above if made by the Company or any of
its Restricted Subsidiaries during such period, Consolidated Cash Flow of Atrium
for such period shall be calculated after giving pro forma effect thereto as if
such Asset Disposition or Asset Acquisition occurred on the first day of such
period. For purposes of this definition, whenever pro forma effect is to be
given to an Asset Acquisition, the pro forma calculations shall be determined in
accordance with GAAP and Regulation S-X under the Securities Act, to the extent
applicable, in good faith by a responsible financial or accounting officer of
the Company.

<PAGE>
                                      -23-

     "Receivables Co." shall mean any special purpose Wholly-Owned Subsidiary of
the Company that purchases or otherwise acquires Accounts generated in
connection with a Permitted Receivables Transaction.

     "Refinancing Indebtedness" means Indebtedness (including Disqualified
Stock) that refunds, refinances, replaces, renews, repays or extends (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinances,"
and "refinanced" shall have a correlative meaning) any Indebtedness existing on
the Issue Date or Incurred in compliance with this Indenture (including
Indebtedness of any Restricted Subsidiary of the Company that refinances
Indebtedness of another Restricted Subsidiary of the Company) including
Indebtedness that refinances Refinancing Indebtedness; provided, however, that
(i) the Refinancing Indebtedness has a Stated Maturity no earlier than the
earlier of (A) the Stated Maturity of the Notes and (B) the Stated Maturity of
the Indebtedness being refinanced, (ii) the Refinancing Indebtedness has an
Average Life at the time such Refinancing Indebtedness is Incurred that is equal
to or greater than the lesser of (A) the Average Life of the Notes and (B) the
Average Life of the Indebtedness being refinanced, and (iii) such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to or less than
the sum of the aggregate principal amount (or if issued with original issue
discount, the aggregate accreted value) then outstanding of the Indebtedness
being refinanced, plus the amount of any accrued or unpaid interest thereon,
plus the amount of any stated or reasonably determined prepayment premium paid
in connection with such refinancing, plus the amount of expenses of the Company
or a Restricted Subsidiary of the Company incurred in connection with such
refinancing.

     "Registration Statement" means any registration statement of the Issuer,
including, but not limited to, the Exchange Registration Statement, that covers
any of the Registrable Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, post-effective amendments, all exhibits and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated October 24, 2000, by and among the Company and the Purchasers.

     "Regular Record Date" means the Regular Record Date specified in the Notes.

     "Related Business" means any business that is the same as or related,
ancillary or complementary to any of the businesses of the Company and its
Restricted Subsidiaries on the Issue Date, as reasonably determined by the
Company's Board of Directors.

     "Responsible Officer" means, with respect to the Trustee, any officer in
the Corporate Trust Administration of the Trustee and also means, with respect
to a particular corporate trust matter, any other officer of the Trustee to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

<PAGE>
                                      -24-

     "Restricted Payments" has the meaning set forth under Section 10.14.

     "Restricted Subsidiary" means any Subsidiary of a Person other than an
Unrestricted Subsidiary.

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

     "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Restricted Subsidiary of
the Company transfers such property to a Person and the Company or a Subsidiary
of the Company leases it from such Person.

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

     "Significant Subsidiary" means (i) any Restricted Subsidiary of the Company
that, together with its Restricted Subsidiaries, would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission (provided that for purposes of Section 9.02(i), a
5% threshold under Rule 1-02 shall be used rather than the 10% threshold
provided in Rule 1-02) and (ii) for purposes of Section 5.01, any other
Restricted Subsidiary of the Company that when aggregated with all other
Restricted Subsidiaries of the Company that are not Significant Subsidiaries as
to which an event described under clause (h), (i) or (j) under Section 5.01 has
occurred, together with their Restricted Subsidiaries, would constitute a
Significant Subsidiary pursuant to clause (i) above (using a 5% threshold under
Rule 1-02 rather than the 10% threshold provided in Rule 1-02).

     "Special Record Date" means, with respect to the payment of any Defaulted
Interest, a date fixed by the Trustee pursuant to Section 3.08 hereof.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision.

     "Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

     "Surviving Person" means, with respect to any Person involved in any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of its properties and assets as an
entirety, the Person formed by or surviving such

<PAGE>
                                      -25-

merger or consolidation or the Person to which such sale, assignment,
conveyance, transfer or lease is made.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended.

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

     "Unrestricted Subsidiary" means (i) any Subsidiary of a Person that at the
time of determination shall be designated an Unrestricted Subsidiary by its
Board of Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. Such Board of Directors may designate any Subsidiary of
such Person (including any newly acquired or newly formed Subsidiary of such
Person) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any
Lien on any property of, such Person or any Restricted Subsidiary of such Person
that is not a Subsidiary of the Subsidiary to be so designated; provided,
however, that either (A) the Subsidiary to be so designated has consolidated
total assets of $10,000 or less or (B) if such Subsidiary has consolidated total
assets greater than $10,000, then such designation would be permitted under
Section 10.14. Such Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided, however, that (x) immediately after
giving effect to such designation no Default shall have occurred and be
continuing and (y) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such designation, if incurred at such time,
would have been permitted to be incurred for all purposes of this Indenture. Any
such designation by such Board of Directors shall be evidenced to the holders of
the Notes by promptly delivering to the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing provisions.

     "Unutilized Net Available Cash" has the meaning set forth under Section
10.16.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

     "Voting Stock" of a corporation means all classes of Capital Stock of such
corporation then outstanding and normally entitled to vote in the election of
directors.

     "Wholly-Owned Subsidiary" means a Restricted Subsidiary of a Person, at
least 99% of the Capital Stock of which (other than directors' qualifying
shares) is owned by such Person or another Wholly-Owned Subsidiary of such
Person.

<PAGE>
                                      -26-

Section 1.02. Other Definitions.

<Table>
<Caption>
                                                                             Defined in
Term                                                                           Section
----                                                                         ----------

<S>                                                                              <C>
"Act"                                                                            1.05
"Change of Control Offer"                                                       10.11
"Change of Control Purchase Date"                                               10.11
"Defaulted Interest"                                                             3.08
"Defeased Notes"                                                                 4.01
"insolvent Person"                                                               4.04
"Net Available Cash Offer Purchase Date"                                        10.16
"Note Register"                                                                  3.06
"Paying Agent" or "Agent"                                                        3.03
"Registrar"                                                                      3.03
"Required Filing Dates"                                                         10.10
"Restricted Payments"                                                           10.14
</Table>

Section 1.03. Rules of Construction.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in
  this Article, and include the plural as well as the singular;

     (b) all other terms used herein which are defined in the Trust Indenture
  Act, either directly or by reference therein, have the meanings assigned to
  them therein;

     (c) all accounting terms not otherwise defined herein have the meanings
  assigned to them in accordance with GAAP;

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

     (e) all references to "$" or "dollars" refer to the lawful currency of the
  United States of America; and

     (f) the words "include," "included" and "including" as used herein are
  deemed in each case to be followed by the phrase "without limitation."

<PAGE>
                                      -27-

Section 1.04. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.

Section 1.05. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in Person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution (as provided below in subsection (b) of this
Section 1.05) of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01 hereof) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient.

     (c) The ownership of Notes shall be proved by the Note Register.

<PAGE>
                                      -28-

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Note shall bind every future Holder of the
same Note or the Holder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof to the same extent as the original Holder,
in respect of anything done, suffered or omitted to be done by the Trustee, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
action is made upon such Note.

Section 1.06. Notices, etc., to the Trustee and the Company.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

     (a) the Trustee by any Holder or by the Company shall be sufficient for
  every purpose hereunder if made, given, furnished or filed, in writing, to or
  with the Trustee at Goodwin Square, 225 Asylum Street, Hartford, CT 06103,
  23rd Floor, Attention: Corporate Trust Administration or at any other address
  previously furnished in writing to the Holders, the Company and the Guarantors
  by the Trustee; or

     (b) the Company by the Trustee or by any Holder shall be sufficient for
  every purpose (except as otherwise expressly provided herein) hereunder if in
  writing and mailed, first-class postage prepaid, to the Company addressed to
  it at Atrium Companies, Inc., 1341 West Mockingbird Lane, Suite 1200W, Dallas,
  Texas 75247, Facsimile: (214) 630-5058, Attention: Chief Financial Officer, or
  at any other address previously furnished in writing to the Trustee by the
  Company.

Section 1.07. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise expressly provided herein)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Note Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. 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.

<PAGE>
                                      -29-

     In case by reason of the suspension of regular mail service or by reason of
any other cause, it shall be impracticable to mail notice of any event as
required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

Section 1.08. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any provision
of the Trust Indenture Act or another provision which is required or deemed to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such provision or requirement of the Trust Indenture Act shall control.

     If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.

Section 1.09. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.10. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 1.11. Separability Clause.

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

Section 1.12. Benefits of Indenture.

     Nothing in this Indenture or in the Notes issued pursuant hereto, express
or implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

Section 1.13. GOVERNING LAW.

     THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

<PAGE>
                                      -30-

Section 1.14. No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Notes or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.

Section 1.15. Independence of Covenants.

     All covenants and agreements in this Indenture shall be given independent
effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default if such action is taken or condition exists.

Section 1.16. Exhibits.

     All exhibits attached hereto are by this reference made a part hereof with
the same effect as if herein set forth in full.

Section 1.17. Counterparts.

     This Indenture may be executed in any number of counterparts and by
telecopier, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

Section 1.18. Duplicate Originals.

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

                                   ARTICLE TWO

                                      FORMS

Section 2.01. Form and Dating.

     The Notes and the Trustee's certificate of authentication with respect
thereto shall be in substantially the form set forth, or referenced, in Exhibit
A annexed hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable law
or with the rules of the Depository, any clearing agency or any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution thereof.

<PAGE>
                                      -31-

     The definitive Notes shall be printed, typewritten, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, if any, all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

     Each Note shall be dated the date of its issuance and shall show the date
of its authentication. The terms and provisions contained in the Notes shall
constitute, and are expressly made, a part of this Indenture.

                                  ARTICLE THREE

                                    THE NOTES

Section 3.01. Title and Terms.

     Principal Amount. The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is limited to $39,237,500 and
such additional amount of Notes as may be paid as interest pursuant to this
Section 3.01 and the terms of the Notes, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Sections 3.05, 3.06, 3.07, 9.06, 10.11 and 10.17.

     Maturity and Interest. The Notes will mature on October 25, 2010. Except as
provided below, interest on the Notes will accrue at the rate of 15% per annum
from April 25, 2001 through maturity; provided, that, during any time while a
Default or Event of Default has occurred and remains uncured, the interest rate
shall increase to the greater of (i) the interest rate then in effect plus 1%
per annum and (ii) the Prime Rate then in effect. If the Ratio (as derived from
financial statements prepared on or prior to May 15, 2002) as of March 31, 2002
is not equal to or less than 3.75x, the interest rate on the Notes as of March
31, 2002 shall increase to 17% per annum; provided, that the interest rate on
the Notes will return to 15% per annum at such time and only for such time as
the Ratio is equal to or less than 3.75x; provided, however, that if the Ratio
is greater than 3.75x at any time thereafter, the interest rate will return to
17% per annum, as of the last date of the period for which the Ratio was
calculated, until such time as the Ratio is equal to or less than 3.75x ;
provided, further, that any calculation of the Ratio delivered to the Trustee
shall be accompanied by a certified Officers' Certificate executed by two
officers of the Company, one of whom shall be the Chief Financial Officer of the
Company. In the absence of such an Officer's Certificate, the Trustee may
conclusively assume that the interest rate on the Notes shall remain as
currently in effect provided, however, that the absence of such an Officer's
Certificate shall not relieve the Company of any obligation to pay interest at a
rate greater than 15% per annum as provided herein. Interest on the Notes shall
be computed on the basis of a 360-day year of twelve 30-day months.

<PAGE>
                                      -32-

     Cash interest will begin to accrue on the Notes from April 25, 2001;
provided that with respect to any Interest Payment Date on or prior to October
25, 2005, the Company will pay interest on such Interest Payment Date through
the issuance of additional Notes (valued at 100% of the principal amount
thereof) in an aggregate amount equal to the interest otherwise payable on such
Interest Payment Date; provided, however, that if, at any time, an Event of
Default has occurred and payment on the Notes has been accelerated pursuant to
Section 5.02 of this Indenture, then accrued and unpaid interest shall be
payable in cash only.

     Interest will be payable semi-annually on each April 25 and October 25,
commencing October 25, 2001, to the holders of record of Notes at the close of
business on April 1 and October 1, respectively, immediately preceding such
Interest Payment Date. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
Issue Date.

Section 3.02. Optional Redemption.

     The Notes will be redeemable at the option of the Company as set forth in
the Notes.

Section 3.03. Registrar and Paying Agent.

     The Company shall maintain an office or agency (which shall be located in
the Borough of Manhattan in The City of New York, State of New York) where Notes
may be presented for registration of transfer or for exchange (the "Registrar"),
an office or agency (which shall be located in the Borough of Manhattan in The
City of New York, State of New York) where Notes may be presented for payment
(the "Paying Agent" or "Agent") and an office or agency where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" or "Agent" includes any
additional paying agent. The Company may act as its own Paying Agent, except for
the purposes of payments on account of principal on the Notes pursuant to
Sections 10.11 and 10.16 hereof.

     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
Trust Indenture Act. 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 6.07 hereof.

     The Company initially appoints the Trustee as the Registrar and Paying
Agent and agent for service of notices and demands at the office of State Street
Bank and Trust Company, N.A., 61 Broadway, 15th Floor, New York, NY 10006, in
connection with the Notes.

<PAGE>
                                      -33-

Section 3.04. Execution and Authentication.

     The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement thereon. Each Note shall be dated the date of issuance and shall
show the date of its authentication.

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

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

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

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

     The Notes shall be issuable in fully registered form only, without coupons,
in denominations of $1,000 and any integral multiple thereof, other than Notes
issued to pay interest on the Notes in accordance with the terms of this
Indenture and the Notes.

Section 3.05. Temporary Notes.

     Until definitive Notes are prepared and ready for delivery, the Company may
execute and upon a Company Order the Trustee shall authenticate and deliver
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes, in any authorized denominations, but may have variations that
the Company reasonably considers appropriate for temporary Notes as conclusively
evidenced by the Company's execution of such temporary Notes.

     If temporary Notes are issued, the Company will cause definitive Notes to
be prepared without unreasonable delay but in no event later than the date that
the Exchange Offer is consummated. After the preparation of definitive Notes,
the temporary Notes shall be

<PAGE>
                                      -34-

exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Company designated for such purpose pursuant to Section
10.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Notes, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of like tenor and of authorized denominations. Until so
exchanged the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

Section 3.06. Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being sometimes referred
to herein as the "Note Register") in which, subject to such reasonable
regulations as the Registrar may prescribe, the Company shall provide for the
registration of Notes and of transfers and exchanges of Notes. The Trustee is
hereby initially appointed Registrar for the purpose of registering Notes and
transfers of Notes as herein provided.

     When Notes are presented to the Registrar or a co-Registrar with a request
from the Holder of such Notes to register the transfer or exchange for an equal
principal amount of Notes of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested; provided, however, that
every Note presented or surrendered for registration of transfer or exchange
shall be duly endorsed or be accompanied by a written instrument of transfer or
exchange in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing. Whenever any
Notes are so presented for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Notes that the Holder making the exchange is
entitled to receive. No service charge shall be made to the Noteholder for any
registration of transfer or exchange. The Company may require from the
Noteholder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 9.06,
10.11, 10.16 or 13.06 hereof (in which events the Company will be responsible
for the payment of all such taxes that arise solely as a result of the transfer
or exchange and do not depend on the tax status of the Holder). The Trustee
shall not be required to exchange or register the transfer of any Note for a
period of 15 days immediately preceding the first mailing of notice of
redemption of Notes to be redeemed or of any Note selected, called or being
called for redemption except, in the case of any Note where public notice has
been given that such Note is to be redeemed in part, the portion thereof not to
be redeemed.

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

<PAGE>
                                      -35-

Section 3.07. Mutilated, Destroyed, Lost and Stolen Notes.

     If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note of claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall execute and upon a Company Order, the Trustee shall authenticate
and deliver a replacement Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding, if the Holder of such Note furnishes
to the Company and to the Trustee, in the case of such loss, destruction or
theft, evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and an indemnity bond shall be posted by
such Holder, sufficient in the judgment of the Company or the Trustee, as the
case may be, to protect the Company, the Trustee or any Agent from any loss that
any of them may suffer if such Note is replaced; provided, that if the Holder of
such Note is or is a nominee of a Purchaser or another Holder with a minimum net
worth of at least $50,000,000 then such Person's own unsecured agreement of
indemnity shall be deemed to be satisfactory. The Company may charge such Holder
for the Company's expenses in replacing such Note (including (i) expenses of the
Trustee charged to the Company and (ii) any tax or other governmental charge
that may be imposed) and the Trustee may charge the Company for the Trustee's
expenses in replacing such Note.

     Every replacement Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

Section 3.08. Payment of Interest; Interest Rights Preserved.

     Interest on any Note that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Note that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date and interest on such defaulted
interest at the then applicable interest rate borne by the Notes, to the extent
lawful (such defaulted interest and interest thereon herein collectively called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
Regular Record Date; and such Defaulted Interest will be paid by the Company, at
its election in each case, as provided in either subsection (a) or (b) below:

<PAGE>
                                      -36-

     (a) The Company may elect to make payment of any Defaulted Interest to the
  Persons in whose names the Notes (or their respective Predecessor Notes) are
  registered at the close of business on a Special Record Date for the payment
  of such Defaulted Interest, which shall be fixed in the following manner. The
  Company shall notify the Trustee in writing of the amount of Defaulted
  Interest proposed to be paid on each Note and the date of the proposed
  payment, and at the same time the Company shall deposit with the Trustee an
  amount of money or additional Notes, as applicable, equal to the aggregate
  amount proposed to be paid in respect of such Defaulted Interest or shall make
  arrangements satisfactory to the Trustee for such deposit prior to the date of
  the proposed payment, such money or additional Notes, as applicable, when
  deposited to be held in trust for the benefit of the Persons entitled to such
  Defaulted Interest as provided in this subsection (a). Thereupon the Trustee
  shall fix a Special Record Date for the payment of such Defaulted Interest
  which shall be not more than 15 days and not less than 10 days prior to the
  date of the proposed payment and not less than 10 days after the receipt by
  the Trustee of the notice of the proposed payment. The Trustee shall promptly
  notify the Company in writing of such Special Record Date. In the name and at
  the expense of the Company, the Trustee shall cause notice of the proposed
  payment of such Defaulted Interest and the Special Record Date therefor to be
  mailed, first-class postage prepaid, to each Holder at its address as it
  appears in the Note Register, not less than 10 days prior to such Special
  Record Date. Notice of the proposed payment of such Defaulted Interest and the
  Special Record Date therefor having been so mailed, such Defaulted Interest
  shall be paid to the Persons in whose names the Notes (or their respective
  Predecessor Notes) are registered on such Special Record Date and shall no
  longer be payable pursuant to the following subsection (b).

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

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

Section 3.09. Persons Deemed Owners.

     Prior to and at the time of due presentment for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name any Note is registered in the Note Register as the
owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.08) interest on such Note and for all
other purposes whatsoever, whether or not such Note shall be

<PAGE>
                                      -37-

overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 3.10. Cancellation.

     All Notes surrendered for payment, redemption, registration of transfer or
exchange shall be delivered to the Trustee and, if not already canceled, shall
be promptly canceled by it. The Company may at any time deliver to the Trustee
for cancellation any Notes previously authenticated and delivered hereunder that
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Trustee. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer or exchange, redemption or payment. The Trustee and no
one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this Section
3.10, except as expressly permitted by this Indenture. All canceled Notes held
by the Trustee shall be destroyed and certification of their destruction
delivered to the Company unless by a Company Order the Company shall direct that
the canceled Notes be returned to it. The Trustee shall provide the Company a
list of all Notes that have been canceled from time to time as requested by the
Company. If the Company or any Affiliate of the Company acquires any Notes
(other than by redemption pursuant to Section 13.07 or an Offer pursuant to
Section 10.11 or 10.16), such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until such
Notes are delivered to the Trustee for cancellation.

Section 3.11. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, date
established for the payment of Defaulted Interest, Stated Maturity, Change of
Control Purchase Date or Net Available Cash Offer Purchase Date of any Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of principal, premium, if any, or interest
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date,
Redemption Date, date established for the payment of Defaulted Interest, at the
Stated Maturity or on the Change of Control Purchase Date or Net Available Cash
Offer Purchase Date, as the case may be. In such event, no interest shall accrue
with respect to such payment for the period from and after such Interest Payment
Date, Redemption Date, date established for the payment of Defaulted Interest,
Stated Maturity, Change of Control Purchase Date or Net Available Cash Offer
Purchase Date, as the case may be, to the next succeeding Business Day and, with
respect to any Interest Payment Date, interest for the period from and after
such Interest Payment Date shall accrue with respect to the next succeeding
Interest Payment Date.

<PAGE>
                                      -38-

Section 3.12. CUSIP and CINS Numbers.

     The Company in issuing the Notes may use "CUSIP" and "CINS" numbers (if
then generally in use), and if so, the Trustee shall use the CUSIP or CINS
numbers, as the case may be, 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 or CINS
number, as the case may be, printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee in writing of any change in
the CUSIP or CINS number of any type of Notes.

Section 3.13. Paying Agent To Hold Money in Trust.

     Each Paying Agent shall hold in trust for the benefit of the Noteholders or
the Trustee all money held by the Paying Agent for the payment of principal of,
premium, if any, or interest on the Notes, and shall notify the Trustee of any
default by the Company in making any such payment. Money held in trust by the
Paying Agent need not be segregated except as required by law and except if the
Company, any Guarantor or any of their respective Affiliates is acting as Paying
Agent, and in no event shall the Paying Agent be liable for any interest on any
money received by it hereunder. The Company at any time may require the Paying
Agent to pay all money held by it to the Trustee and account for any funds
disbursed and the Trustee may at any time during the continuance of any Event of
Default, upon a Company Order to the Paying Agent, require such Paying Agent to
pay forthwith all money so held by it to the Trustee and to account for any
funds disbursed. Upon making such payment, the Paying Agent shall have no
further liability for the money delivered to the Trustee.

Section 3.14. Deposits of Monies.

     Prior to 12:00 noon New York City time on each Interest Payment Date,
Stated Maturity, Redemption Date, Change of Control Purchase Date and Net
Available Cash Offer Purchase Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Stated Maturity, Redemption
Date, Change of Control Purchase Date and Net Available Cash Offer Purchase
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, Stated Maturity,
Redemption Date, Change of Control Purchase Date and Net Available Cash Offer
Purchase Date, as the case may be.

<PAGE>
                                      -39-

                                  ARTICLE FOUR

                        DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01. Company's Option To Effect Defeasance or Covenant Defeasance.

     The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 4.02 or Section 4.03 be
applied to all of the Outstanding Notes (the "Defeased Notes"), upon compliance
with the conditions set forth below in this Article Four.

Section 4.02. Defeasance and Discharge.

     Upon the Company's exercise under Section 4.01 of the option applicable to
this Section 4.02, the Company shall be deemed to have been discharged from its
obligations with respect to the Defeased Notes on the date the conditions set
forth below are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Defeased Notes, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05
and the other Sections of this Indenture referred to in (a) and (b) below, and
to have satisfied all its other obligations under such Notes and this Indenture
insofar as such Notes are concerned (and the Trustee, at the expense of the
Company, and, upon Company Request, shall execute proper instruments
acknowledging the same), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Defeased Notes to receive, solely from the trust funds described in Section 4.04
and as more fully set forth in such section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Defeased Notes under
Sections 3.05, 3.06, 3.07, 10.02 and 10.03, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 6.07, and (d) this Article Four. Subject to
compliance with this Article Four, the Company may exercise its option under
this Section 4.02 notwithstanding the prior exercise of its option under Section
4.03 with respect to the Notes.

Section 4.03. Covenant Defeasance.

     Upon the Company's exercise under Section 4.01 of the option applicable to
this Section 4.03, the Company shall be released from its obligations under any
covenant or provision contained in Sections 10.10 through 10.21 and the
provisions of Section 8.01 (other than clause (i) of Section 8.01(a) and (b))
shall not apply, with respect to the Defeased Notes, on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Defeased Notes shall thereafter be deemed not to be "Outstanding" for
the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be

<PAGE>
                                      -40-

deemed "Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to the Defeased Notes, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in Sections 10.10 through 10.21 or Section
8.01 (other than clause (i) of Section 8.01(a) and (b)), whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default under such Section 5.01(d), (f), (g), (h), (i) or
(j)) (with respect only to Significant Subsidiaries in the case of Section
5.01(h), (i) or (j)) (other than a Default thereunder arising by reason of the
covenant defeasance itself), but, except as specified above, the remainder of
this Indenture and such Defeased Notes shall be unaffected thereby.

Section 4.04. Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 4.02
or Section 4.03 to the Defeased Notes:

     (1) The Company shall irrevocably have deposited or caused to be deposited
  with the Trustee (or another trustee satisfying the requirements of Section
  6.09 who shall agree to comply with the provisions of this Article Four
  applicable to it) as trust funds in trust for the purpose of making the
  following payments, specifically pledged as security for, and dedicated solely
  to, the benefit of the Holders of such Notes, (a) cash in United States
  dollars in an amount, or (b) U.S. Government Obligations that through the
  scheduled payment of principal, premium, if any, and interest in respect
  thereof in accordance with their terms will provide, not later than one day
  before the due date of any payment, money in an amount, or (c) a combination
  thereof, in any such case, sufficient, in the opinion of a nationally
  recognized firm of independent public accountants expressed in a written
  certification thereof delivered to the Trustee, to pay and discharge, and
  which shall be applied by the Trustee (or other qualifying trustee) to pay and
  discharge, the principal of, premium, if any, and interest on the Defeased
  Notes at the Stated Maturity of such principal or installment of principal,
  premium, if any, or interest or at redemption (if a notice of redemption has
  been duly given in accordance with Article Thirteen), as the case may be;
  provided, however, that the Company may only make such deposit if Article
  Fourteen does not prohibit payments on the Notes at the time of the deposit;
  provided further, however, that the Trustee shall have been irrevocably
  instructed to apply such cash or the proceeds of such U.S. Government
  Obligations to said payments with respect to the Notes;

     (2) No Default shall have occurred and be continuing on the date of such
  deposit or, insofar as Section 5.01(h), (i) or (j) is concerned, at any time
  during the period ending on the ninety-first day after the date of such
  deposit (it being understood that this condition shall not be deemed satisfied
  until the expiration of such period);

<PAGE>
                                      -41-

     (3) Neither the Company nor any Significant Subsidiary of the Company is an
  "insolvent Person" within the meaning of any applicable Bankruptcy Law on the
  date of such deposit or at any time during the period ending on the
  ninety-first day after the date of such deposit (it being understood that this
  condition shall not be deemed satisfied until the expiration of such period);

     (4) Such defeasance or covenant defeasance shall not cause the Trustee for
  the Notes to have a conflicting interest in violation of Section 6.08 and for
  purposes of the Trust Indenture Act with respect to any securities of the
  Company;

     (5) Such defeasance or covenant defeasance shall not result in a breach or
  violation of, or constitute a default under, this Indenture or any other
  material agreement or instrument to which the Company is a party or by which
  it is bound;

     (6) Such defeasance or covenant defeasance shall not result in the trust
  arising from such deposit constituting an investment company within the
  meaning of the Investment Company Act of 1940, as amended, unless such trust
  shall be registered under such Act or exempt from registration thereunder;

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

     (8) The Company shall have delivered to the Trustee an Officers'
  Certificate stating that the deposit was not made by the Company with the
  intent of preferring the Holders of the Notes over the other creditors of the
  Company with the intent of defeating, hindering, delaying or defrauding
  creditors of the Company or others;

     (9) No event or condition shall exist that would prevent the Company from
  making payments of the principal of, premium, if any, and interest on the
  Notes on the date of such deposit;

     (10) The Company shall have delivered to the Trustee an Officers'
  Certificate and an Opinion of Counsel (which counsel shall practice in the
  United States), each stating that (i) all conditions precedent provided for
  relating to either the defeasance under Section 4.02 or the covenant
  defeasance under Section 4.03 (as the case may be) have been complied with as
  contemplated by this Section 4.04 and (ii) if any other Indebtedness of the
  Company shall then be outstanding or committed, such defeasance or covenant
  defeasance will not violate the provisions of the agreements or instruments
  evidencing such Indebtedness;

     (11) In the case of an election under Section 4.02, the Company shall have
  delivered to the Trustee an Opinion of Counsel stating that (x) the Company
  has

<PAGE>
                                      -42-

  received from, or there has been published by, the Internal Revenue Service a
  ruling or (y) since the date hereof, there has been a change in the applicable
  Federal income tax law, in either case to the effect that, and based thereon
  such opinion shall confirm that, the Holders of the Outstanding Notes will not
  recognize income, gain or loss for Federal income tax purposes as a result of
  such defeasance and will be subject to Federal income tax on the same amounts,
  in the same manner and at the same times as would have been the case if such
  defeasance had not occurred; and

     (12) In the case of an election under Section 4.03, the Company shall have
  delivered to the Trustee an Opinion of Counsel to the effect that the Holders
  of the Outstanding Notes will not recognize income, gain or loss for Federal
  income tax purposes as a result of such covenant defeasance and will be
  subject to Federal income tax on the same amounts, in the same manner and at
  the same times as would have been the case if such covenant defeasance had not
  occurred.

     Opinions required to be delivered under this Section shall be delivered by
independent counsel and may have such qualifications as are customary for
opinions of the type required and reasonably acceptable to the Trustee, and
counsel delivering such opinion may rely on certificates of the Company or
government officials customary for opinions of the type required.

Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

     Subject to the proviso of the last paragraph of Section 10.03, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee and hold it harmless
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 4.04 or the principal,
premium, if any, 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 the
Defeased Notes.

     Anything in this Article Four to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 4.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification

<PAGE>
                                      -43-

thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance.

Section 4.06. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 4.02 or 4.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 4.02 or
4.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money and U.S. Government Obligations in accordance
with Section 4.02 or 4.03, as the case may be; provided, however, that if the
Company makes any payment of principal, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money and U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01. Events of Default.

     "Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default in any payment of interest on any Note when the same becomes
  due and payable, and such default continues for a period of 5 days; or

     (b) default in the payment of the principal of and premium, if any, on the
  Notes when the same becomes due and payable at its Stated Maturity, upon
  optional redemption, upon required repurchase, upon acceleration or otherwise
  (including, without limitation, the PIK Redemption Amount); or

     (c) the Company or any Subsidiary fails to comply with any of its
  obligations described under Section 6.01(e) or Section 7.10 of the Purchase
  Agreement, or under Sections 10.23 and 10.24 and Article Eight; or

     (d) the Company fails to comply with any of its obligations described under
  Section 6.01 of the Purchase Agreement (other than Section 6.01(e)), Sections
  10.10

<PAGE>
                                      -44-

  through 10.22 inclusive and 10.25 hereof (in each case other than a failure to
  repurchase Notes when required pursuant to the provisions described under
  Section 10.11 or Section 10.16, which failure shall constitute an Event of
  Default under clause (b) above) and such failure continues for 30 days (other
  than a failure to deliver documents required by Section 10.10, which failure
  shall constitute an Event of Default if such failure continues for 3 days)
  after the earlier of (a) a Responsible Officer obtaining actual knowledge of
  such failure and (b) written notice of such failure requiring the Company to
  remedy the same shall have been given (i) to the Company by the Trustee or
  (ii) to the Company and the Trustee by the holders of at least 25% in
  aggregate principal amount of the Outstanding Notes; or

     (e) the Company fails to comply with any of its obligations in the Notes or
  this Indenture (other than those referred to in clause (a), (b), (c) or (d)
  above) and such failure continues for 60 days after the earlier of (a) a
  Responsible Officer obtaining actual knowledge of such failure and (b) written
  notice of such failure requiring the Company to remedy the same shall have
  been given (i) to the Company by the Trustee or (ii) to the Company and the
  Trustee by the holders of at least 25% in aggregate principal amount of the
  Outstanding Notes; or

     (f) there is a default under any Indebtedness in principal amount in excess
  of $5.0 million of the Company or any Restricted Subsidiary, whether or not
  such Indebtedness has been accelerated, and such default shall not have been
  cured or waived within the grace period provided for by the terms of such
  Indebtedness; or

     (g) one or more judgments or decrees for the payment of money in excess of
  $5.0 million in the aggregate (to the extent not covered by insurance
  maintained with an independent insurer that has acknowledged its liability in
  writing) is entered against the Company or any Significant Subsidiary and such
  judgment or decree remains undischarged or unstayed for a period of 60 days
  after such judgment becomes final and non-appealable; or

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

          (i) commences a voluntary case or proceeding;

          (ii) consents to the making of a Bankruptcy Order in an involuntary
     case or proceeding or the commencement of any case against it;

          (iii) consents to the appointment of a Custodian of it or for any
     substantial part of its property;

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

<PAGE>
                                      -45-

          (v) files an answer or consent seeking reorganization or relief;

          (vi) shall admit in writing its inability to pay its debts generally;
     or

          (vii) consents to the filing of a petition in bankruptcy; or

     (i) a court of competent jurisdiction in any involuntary case or proceeding
  enters a Bankruptcy Order against the Company or any Significant Subsidiary,
  and such Bankruptcy Order remains unstayed and in effect for 60 consecutive
  days; or

     (j) a Custodian shall be appointed out of court with respect to the Company
  or any Significant Subsidiary or with respect to all or any substantial part
  of the assets or properties of the Company or any Significant Subsidiary; or

     (k) any representation, warranty, certification or statement made or deemed
  to have been made by or on behalf of the Company or by any Officer of the
  Company in respect of any statement or certificate at any time given by or on
  behalf of the Company or by any Officer of the Company in writing pursuant
  hereto or in connection herewith or therewith shall be false on the date as of
  which made and such falsity shall have or could reasonably be expected to have
  a Material Adverse Effect (as defined in the Purchase Agreement); or

     (l) Any event or circumstance shall occur which permits or requires the
  persons purchasing, or financing the purchase of, Accounts under a Permitted
  Receivables Transaction (the Indebtedness or obligations under which aggregate
  $5.0 million or more) entered into by the Company or a Restricted Subsidiary
  of the Company to stop so purchasing or financing such Accounts, other than by
  reason of the occurrence of the stated expiration date of such Permitted
  Receivables Transaction, the operation of the "clean down" provisions thereof
  or the voluntary termination thereof by the Company or such Restricted
  Subsidiary; provided that (A) any notices or cure periods that are conditions
  to the rights of such Persons to stop purchasing, or financing the purchase
  of, such Accounts have been given or have expired, as the case may be and (B)
  such event or circumstance is not cured or waived or otherwise ceases to exist
  (other than by termination of the relevant Permitted Receivables Transaction)
  by the 45th day after the later of the occurrence of such event or
  circumstance or the date of the giving of such notice and the end of such cure
  period.

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than as specified in Section 5.01(h), (i) or
(j) with respect to the Company) shall occur and be continuing, the Trustee, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes then Outstanding, by notice to the Trustee and the Company,
may declare the principal of, premium, if any, and accrued interest on all of
the Outstanding Notes due and payable immediately, upon which

<PAGE>
                                      -46-

declaration all such amounts payable in respect of the Notes will become and be
immediately due and payable. If an Event of Default specified in Section
5.01(h), (i) or (j) with respect to the Company occurs and is continuing, then
the principal of, premium, if any, and accrued interest on all of the
Outstanding Notes will ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any holder of
Notes.

     Notwithstanding the foregoing, in the event of a declaration of
acceleration in respect of the Notes because an Event of Default specified in
clause (f) or (l) above shall have occurred and be continuing, such declaration
of acceleration shall be automatically annulled if the Indebtedness or the
obligations under a Permitted Receivables Transaction 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 Noteholders by the Issuer or by the requisite holders of such Indebtedness
or obligations or a trustee, fiduciary or agent for such holders, within 30 days
after such declaration of acceleration in respect of the Notes, and no other
Event of Default shall have occurred that has not been cured or waived during
such 30-day period.

     At any time after a declaration of acceleration, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
Holders of more than 75% in aggregate principal amount of the Outstanding Notes,
by written notice to the Company and the Trustee, may rescind such declaration
if all Events of Default, other than the non-payment of principal of, premium,
if any, and interest on the Notes that has become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 5.13.

     No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if an Event of Default specified in Section
5.01(a) or 5.01(b) shall have occurred and be continuing, the Company will, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Notes, the whole amount then due and payable on such Notes for principal,
premium, if any, and interest, with interest upon the overdue principal,
premium, if any, and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest, at the rate then
borne by the Notes; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may, but is not
obligated under this paragraph to, institute a judicial proceeding for the
collection of the sums so due and unpaid and

<PAGE>
                                      -47-

may, but is not obligated under this paragraph to, prosecute such proceeding to
judgment or final decree, and may, but is not obligated under this paragraph to,
enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Notes,
wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion but is not obligated under this paragraph to (i) proceed to protect
and enforce its rights and the rights of the Holders under this Indenture by
such appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce such rights, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted herein or (ii) proceed to protect and
enforce any other proper remedy. No recovery of any such judgment upon any
property of the Company shall affect or impair any rights, powers or remedies of
the Trustee or the Holders.

Section 5.04. Trustee May File Proofs of Claims.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

     (a) to file and prove a claim for the whole amount of principal, premium,
  if any, and interest owing and unpaid in respect of the Notes and to file such
  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, fees, expenses, disbursements and advances of the Trustee, its
  agents and counsel) and of the Holders allowed in such judicial proceeding,
  and

     (b) to collect and receive any moneys or other property payable or
  deliverable on any such claims and to distribute the same;

and any Custodian, in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization,

<PAGE>
                                      -48-

arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

Section 5.05. Trustee May Enforce Claims Without Possession of Notes.

     All rights of action and claims under this Indenture and the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Notes in respect of which such judgment has been
recovered.

Section 5.06. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     First: to the Trustee for amounts due under Section 6.07;

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

     Third: to Holders for principal and premium, if any, amounts owing under
  the Notes, ratably, without preference or priority of any kind, according to
  the amounts due and payable on the Notes for principal and premium, if any;
  and

     Fourth: the balance, if any, to the Company.

     The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 5.06.

Section 5.07. Limitation on Suits.

     No holder of any of the Notes has any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or any remedy thereunder, unless

<PAGE>
                                      -49-

     (i) such Holder has previously given the Trustee notice that an Event of
  Default is continuing,

     (ii) the Holders of at least 25% in aggregate principal amount of the
  Outstanding Notes have made written request, and offered reasonable indemnity,
  to the Trustee to institute such proceeding as Trustee under the Notes and
  this Indenture,

     (iii) the Trustee has failed to institute such proceeding within 60 days
  after receipt of such notice and offer of indemnity, and

     (iv) the Trustee, within such 60-day period, has not received directions
  inconsistent with such written request by Holders of a majority in aggregate
  principal amount of the Outstanding Notes. Such limitations do not apply,
  however, to a suit instituted by a holder of a Note for the enforcement of the
  payment of the principal of, premium, if any, or interest on such Note on or
  after the respective due dates expressed in such Note;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing to, any provision of
this Indenture, any Note or any Guarantee to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture
or any Note, except in the manner provided in this Indenture and for the equal
and ratable benefit of all the Holders.

Section 5.08. Unconditional Right of Holders To Receive Principal Premium and
              Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive cash
payment of the principal of, premium, if any, and (subject to Section 3.08
hereof) interest on such Note on the respective Stated Maturities expressed in
such Note (or, in the case of redemption, a Change of Control Offer or Net
Available Cash Offer, on the Redemption Date, Change of Control Purchase Date or
Net Available Cash Offer Purchase Date, respectively) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

Section 5.09. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture or any Note and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former

<PAGE>
                                      -50-

positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

Section 5.10. Rights and Remedies Cumulative.

     Except as provided in Section 3.07, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 5.12. Control by Requisite Percentage.

     The Holders of more than 75% in aggregate principal amount of the
Outstanding Notes shall have the right to 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 the Trustee, provided, however, that:

     (a) such direction shall not be in conflict with any rule of law or with
  this Indenture or Note or expose the Trustee to personal liability; and

     (b) subject to Section 315 of the TIA, the Trustee may take any other
  action deemed proper by the Trustee which is not inconsistent with such
  direction.

Section 5.13. Waiver of Past Defaults.

     The Holders of more than 75% in aggregate principal amount of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
Default hereunder and its consequences, except a Default:

     (a) in the payment of the principal of, premium, if any, or interest on any
  Note or

<PAGE>
                                      -51-

     (b) in respect of a covenant or provision hereof which under Article Nine
  cannot be modified or amended without the consent of the Holder of each
  Outstanding Note affected thereby.

     Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Notes, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, a Change of Control Offer or Net Available Cash Offer on or after
the Redemption Dates, Change of Control Purchase Date or Net Available Cash
Offer Purchase Date, as the case may be).

Section 5.15. Waiver of Stay, Extension or Usury Laws.

     The Company covenants that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, that would prohibit or forgive the Company from paying all
or any portion of the principal of, premium, if any, or interest on the Notes
contemplated herein or in the Notes or that may affect the covenants or the
performance of this Indenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

<PAGE>
                                      -52-

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

     (1) the Trustee undertakes to perform such duties and only such duties as
  are specifically set forth in this Indenture, and no implied covenants or
  obligations shall be read into this Indenture against the Trustee; and

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

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise thereof, as a prudent
Person would exercise or use under the circumstances in the conduct of such
Person's own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that 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 in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.01.

Section 6.02. Notice of Defaults.

     Within 90 days after the occurrence of any Default that is continuing and
known to the Trustee, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Note Register, notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Note, the Trustee shall
be

<PAGE>
                                      -53-

protected in withholding such notice if and so long as a trust committee of
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders.

Section 6.03. Certain Rights of Trustee.

     Subject to Section 6.01 hereof and the provisions of Section 315 of the
Trust Indenture Act:

     (a) the Trustee may rely and shall be protected in acting or refraining
  from acting upon any resolution, certificate, statement, instrument, opinion,
  report, notice, request, direction, consent, order, bond, debenture, note,
  other evidence of indebtedness or other paper or document believed by it to be
  genuine and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be
  sufficiently evidenced by a Company Request or Company Order and any board
  resolution of the Company or any Guarantor may be sufficiently evidenced by a
  Board Resolution thereof;

     (c) the Trustee may consult with counsel and any written advice of such
  counsel or any Opinion of Counsel shall be full and complete authorization and
  protection in respect of any action taken, suffered or omitted by it hereunder
  in good faith and in reliance thereon in accordance with such advice or
  Opinion of Counsel;

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

     (e) the Trustee shall not be liable for any action taken or omitted by it
  in good faith and believed by it to be authorized or within the discretion,
  rights or powers conferred upon it by this Indenture other than any
  liabilities arising out of its own negligence, bad faith or willful
  misconduct;

     (f) 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, approval,
  appraisal, bond, debenture, note, coupon, security, other evidence of
  indebtedness or other paper or document unless requested in writing so to do
  by the Holders of not less than a majority in aggregate principal amount of
  the Notes then Outstanding; provided, however, that, if the payment within a
  reasonable time to the Trustee of the costs, expenses or liabilities likely to
  be incurred by it in the making of such investigation is, in the opinion of
  the Trustee, not

<PAGE>
                                      -54-

  reasonably assured to the Trustee by the security afforded to it by the terms
  of this Indenture, the Trustee may require reasonable indemnity against such
  expenses or liabilities as a condition to proceeding; the reasonable expenses
  of every such investigation shall be paid by the Company or, if paid by the
  Trustee or any predecessor Trustee, shall be repaid by the Company upon
  demand; provided, further, the Trustee in its discretion may make such further
  inquiry or investigation into such facts or matters as it may deem 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
  and its Subsidiaries, personally or by agent or attorney; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
  perform any duties hereunder either directly or by or through agents or
  attorneys and the Trustee shall not be responsible for any misconduct or
  negligence on the part of any agent or attorney appointed with due care by it
  hereunder.

Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Notes or
              Application of Proceeds Thereof.

     The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1 to be supplied to the Company are true
and accurate subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Notes or the
proceeds thereof.

Section 6.05. Trustee and Agents May Hold Notes; Collections; Etc.

     The Trustee, any Paying Agent, Registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of
Notes, with the same rights it would have if it were not the Trustee, Paying
Agent, Registrar or such other agent and, subject to Sections 6.08 and 6.13
hereof and Sections 310 and 311 of the Trust Indenture Act, may otherwise deal
with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee, Paying
Agent, Registrar or such other agent.

Section 6.06. Money Held in Trust.

     All moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required herein or
by law. The Trustee shall

<PAGE>
                                      -55-

not be under any liability for interest on any moneys received by it hereunder,
except as otherwise agreed in writing with the Company.

Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim.

     The Company covenants and agrees:

     (a) to pay to the Trustee from time to time, and the Trustee shall be
  entitled to, reasonable compensation for all services rendered by it hereunder
  (which shall not be limited by any provision of law in regard to the
  compensation of a trustee of an express trust);

     (b) to reimburse the Trustee and each predecessor Trustee upon its request
  for all reasonable expenses, fees, disbursements and advances incurred or made
  by or on behalf of it in accordance with any of the provisions of this
  Indenture (including the reasonable compensation, fees, and the expenses and
  disbursements of its counsel and of all agents and other Persons not regularly
  in its employ), except any such expense, disbursement or advance as may arise
  from its negligence, bad faith or willful misconduct; and

     (c) to indemnify the Trustee and each predecessor Trustee for, and to hold
  it harmless against, any loss, liability or expense incurred without
  negligence, bad faith or willful misconduct on its part, arising out of or in
  connection with the acceptance or administration of this Indenture or the
  trusts hereunder and its duties hereunder, including enforcement of this
  Section 6.07.

The obligations of the Company under this Section to compensate and indemnify
the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, fees, disbursements and advances shall
constitute an additional obligation hereunder and shall survive the satisfaction
and discharge of this Indenture.

Section 6.08. Conflicting Interests.

     The Trustee shall be subject to and comply with the provisions of Section
310(b) of the Trust Indenture Act.

Section 6.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder that shall be eligible to
act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2) and that
shall have (or whose obligations under this Indenture shall be guaranteed by an
entity that has) a combined capital and surplus of at least $100,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of any Federal, state, territorial or District of

<PAGE>
                                      -56-

Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 6.10. Resignation and Removal; Appointment of Successor Trustee.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

     (b) The Trustee, or any trustee or trustees hereinafter appointed, may at
any time resign by giving written notice thereof to the Company at least 20
Business Days prior to the date of such proposed resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument executed by authority of the Board of Directors of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor Trustee. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 20 Business Days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Note for at least six
consecutive months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor Trustee.

     (c) The Trustee may be removed at any time by an Act of the Holders of a
majority in principal amount of the Outstanding Notes, delivered to the Trustee
and to the Company.

     (d) If at any time:

     (1) the Trustee shall fail to comply with the provisions of Section 310(b)
  of the Trust Indenture Act in accordance with Section 6.08 hereof after
  written request therefor by the Company or by any Holder who has been a bona
  fide Holder of a Note for at least six consecutive months, or

     (2) the Trustee shall cease to be eligible under Section 6.09 hereof and
  shall fail to resign after written request therefor by the Company or by any
  Holder who has been a bona fide Holder of a Note for at least six consecutive
  months, or

     (3) the Trustee shall become incapable of acting or shall be adjudged a
  bankrupt or insolvent, or a receiver of the Trustee or of its property shall
  be appointed or any

<PAGE>
                                      -57-

  public officer shall take charge or control of the Trustee or of its property
  or affairs for the purpose or rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 5.14, the Holder of any Note who has been a bona fide
Holder of a Note for at least six consecutive months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution of its Board of Directors, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders of the Notes and accepted appointment in the
manner hereinafter provided, the Holder of any Note who has been a bona fide
Holder for at least six consecutive months may, subject to Section 5.14, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Notes as their names and addresses appear in the Note Register. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

Section 6.11. Acceptance of Appointment by Successor.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee as if originally named as Trustee hereunder; but,
nevertheless, on the written request of the Company or the successor Trustee,
upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee
shall duly assign, transfer and deliver to the successor Trustee all moneys and
property at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor Trustee all the rights, powers, duties
and obligations of the retiring Trustee. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights
and powers.

<PAGE>
                                      -58-

     No successor Trustee with respect to the Notes shall accept appointment as
provided in this Section 6.11 unless at the time of such acceptance such
successor Trustee shall be eligible to act as Trustee under this Article.

     Upon acceptance of appointment by any successor Trustee as provided in this
Section 6.11, the successor, at the expense of the Company, shall give notice
thereof to the Holders of the Notes, by mailing such notice to such Holders at
their addresses as they shall appear on the Note Register. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10.

Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to
              Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or amalgamated, or any corporation resulting from
any merger, conversion, amalgamation or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this
Indenture), shall be the successor of the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided such corporation shall be eligible under this Article
Six to serve as Trustee hereunder.

     In case at the time such successor to the Trustee under this Section 6.12
shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Notes so authenticated; and, in case at that time any of the Notes shall
not have been authenticated, any successor to the Trustee under this Section
6.12 may authenticate such Notes either in the name of any predecessor hereunder
or in the name of the successor Trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have been authenticated.

Section 6.13. Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or become a creditor of the Company (or
other obligor on the Notes), the Trustee shall be subject to the provisions of
the TIA regarding the collection of claims against the Company (or any such
other obligor). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent set forth therein.

<PAGE>
                                      -59-

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Preservation of Information; Company To Furnish Trustee Names and
              Addresses of Holders.

     (a) The Trustee shall preserve the names and addresses of the Noteholders
and otherwise comply with TIA Section 312(a). If the Trustee is not the
Registrar, the Company shall furnish or cause the Registrar to furnish to the
Trustee before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Noteholders.
Neither the Company nor the Trustee shall be under any responsibility with
regard to the accuracy of such list.

     (b) The Company will furnish or cause to be furnished to the Trustee

          (i) semi-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date; and

          (ii) at such other times as the Trustee may reasonably request in
     writing, within 30 days after receipt by the Company of any such request, a
     list of similar form and content as of a date not more than 15 days prior
     to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).

Section 7.02. Communications of Holders.

     Holders may communicate with other Holders with respect to their rights
under this Indenture or under the Notes pursuant to Section 312(b) of the Trust
Indenture Act. The Company and the Trustee and any and all other Persons
benefited by this Indenture shall have the protection afforded by Section 312(c)
of the Trust Indenture Act.

Section 7.03. Reports by Trustee.

     Within 60 days after May 15 of each year commencing with the first May 15
following the date of this Indenture, the Trustee shall mail to all Holders, as
their names and addresses appear in the Note Register, a brief report dated as
of such May 15, in accordance with, and to the extent required under Section 313
of the Trust Indenture Act. At the time of its mailing to Holders, a copy of
each such report shall be filed by the Trustee with the Company,

<PAGE>
                                      -60-

the Commission and with each stock exchange on which the Notes are listed. The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

                                  ARTICLE EIGHT

                   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

Section 8.01. Company May Consolidate, etc., Only on Certain Terms.

     (a) The Company shall not consolidate with or merge with or into, or sell,
convey, transfer or lease all or substantially all its assets to, any Person, or
permit any of its Restricted Subsidiaries to enter into any such transaction if
such transaction would result in the sale, conveyance, transfer or lease of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries on a consolidated basis, unless:

     (i) the Surviving Person shall be a corporation organized and existing
  under the laws of the United States of America, any State thereof or the
  District of Columbia and the Surviving Person (if not the Company) shall
  expressly assume, by a supplemental indenture, executed and delivered to the
  Trustee, in form satisfactory to the Trustee, all the obligations of the
  Company under the Notes and this Indenture and the Registration Rights
  Agreement;

     (ii) immediately after giving effect to such transaction (and treating any
  Indebtedness which becomes an obligation of the Surviving Person or any of its
  Restricted Subsidiaries as a result of such transaction as having been
  Incurred by the Surviving Person or any such Restricted Subsidiary at the time
  of such transaction), no Default or Event of Default shall have occurred and
  be continuing; and

     (iii) immediately after giving effect to such transaction (and treating any
  Indebtedness which becomes an obligation of the Surviving Person or any of its
  Restricted Subsidiaries as a result of such transaction as having been
  Incurred by the Surviving Person or such Restricted Subsidiary at the time of
  such transaction), Atrium, after including the Notes as Indebtedness of
  Atrium, would be able to Incur an additional $1.00 of Indebtedness pursuant to
  Section 10.12(b) hereof.

Notwithstanding clauses (ii) and (iii) of the first sentence of this paragraph:
(1) any Restricted Subsidiary of the Company may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any
Wholly-Owned Subsidiary of the Company; and (2) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax or other benefits.

<PAGE>
                                      -61-

     (b) In connection with any consolidation, merger, transfer, lease or other
disposition contemplated hereby, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements of this
Indenture.

Section 8.02. Successor Substituted.

     Upon any consolidation or merger of the Company or any sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of
the properties and assets of the Company in accordance with Section 8.01 hereof
in which the Company is not the Surviving Person, the Surviving Person shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company, under this Indenture, the Notes and the Registration Rights
Agreement with the same effect as if such successor corporation had been named
as the Company and, thereafter, except in the case of (a) a lease or (b) any
sale, assignment, conveyance, transfer or other disposition to a Restricted
Subsidiary of the Company, the Company shall be discharged from all obligations
and covenants under this Indenture, the Notes and the Registration Rights
Agreement.

     For all purposes of this Indenture and the Notes (including this Article
Eight and Sections 10.12, 10.14 and 10.17 hereof), Subsidiaries of any Surviving
Person will, upon such transaction or series of related transactions described
in this Article Eight, become Restricted Subsidiaries of the Company unless and
until designated as Unrestricted Subsidiaries of the Company pursuant to and in
accordance with the terms of this Indenture and all Indebtedness, and all Liens
on property or assets, of the Company and its Restricted Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.

                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent of
              Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution of the Board of Directors of the Company, and the Trustee, at any
time and from time to time, may amend, waive, modify or supplement this
Indenture or the Notes for any of the following purposes:

<PAGE>
                                      -62-

     (a) to evidence the succession of another Person to the Company and the
  assumption by any such successor of the covenants of the Company herein and in
  the Notes in accordance with Article Eight;

     (b) 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 as
  applicable, herein, in the Notes;

     (c) to cure any ambiguity or to correct or supplement any provision herein
  that may be defective or inconsistent with any other provision herein, in the
  Notes;

     (d) to comply with the requirements of the Commission in order to maintain
  the qualification of this Indenture under the Trust Indenture Act;

     (e) to secure the Notes pursuant to the requirements of Section 10.17
  hereof or otherwise;

     (f) to evidence and provide the acceptance of the appointment of a
  successor Trustee hereunder; or

     (g) to make any other provisions with respect to matters or questions
  arising under this Indenture or the Notes;

provided, that, in any case, such provisions shall not materially adversely
affect the interests or rights of any of the Holders of the Notes and the
Company shall have delivered to the Trustee an Opinion of Counsel to such
effect.

Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of
              Holders.

     Amendments and modifications of this Indenture or the Notes may be made by
the Company and the Trustee with the consent of the Holders of more than 75% of
the principal amount of the Outstanding Notes; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
outstanding Note affected thereby,

     (a) reduce the amount of Notes whose Holders must consent to an amendment;

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

     (c) reduce the principal amount of or change the Stated Maturity of any
  Note;

<PAGE>
                                      -63-

     (d) reduce the premium payable upon the redemption or repurchase of any
  Note or change the time at which any Note may be redeemed;

     (e) make any Note payable in money other than that stated in the Note;

     (f) impair the right of any Holder to receive payment of principal of and
  interest on such Holder's Notes on or after the due dates therefor or to
  institute suit for the enforcement of any payment on or with respect to such
  Holder's Notes; or

     (g) modify the ranking or priority of any Note in any adverse manner;

     (h) following the occurrence of a Change of Control or an Asset
  Disposition, modify in a manner materially adverse to the Holders of Notes
  affected thereby the provisions of any covenant (or the related definitions)
  in this Indenture requiring the Company to make and consummate an offer to
  purchase with respect to such Change of Control or a Net Available Cash Offer
  with respect to such Asset Disposition;

     (i) make any change in the amendment or waiver provisions which require
  each affected Holder's consent.

Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers.

     In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate from each obligor under the Notes entering into such
supplemental indenture, agreement, instrument or waiver, each stating that the
execution of such supplemental indenture, agreement, instrument or waiver (a) is
authorized or permitted by this Indenture and (b) does not violate the
provisions of any agreement or instrument evidencing any other Indebtedness of
the Company or any Subsidiary of the Company. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement, instrument
or waiver that affects the Trustee's own rights, duties or immunities under this
Indenture, the Notes or otherwise.

Section 9.04. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Nine,
this Indenture and the Notes shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture and the Notes for all
purposes; every Holder of Notes theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

<PAGE>
                                      -64-

Section 9.05. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06. Reference in Notes to Supplemental Indentures.

     Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee upon a Company
Order in exchange for Outstanding Notes.

Section 9.07. Record Date.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any supplemental
indenture, agreement or instrument or any waiver, and shall promptly notify the
Trustee of any such record date. If a record date is fixed, those Persons who
were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to consent to such supplemental indenture,
agreement or instrument or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective with respect to such supplemental
indenture, agreement or instrument or waiver which is entered into more than 90
days after such record date.

Section 9.08. Revocation and Effect of Consents.

     Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if a notation of the consent is not made on any Note.
However, any such Holder or subsequent Holder may revoke the consent as to his
Note or portion of a Note if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. An amendment or
waiver shall become effective in accordance with its terms and thereafter bind
every Holder.

<PAGE>
                                      -65-

                                   ARTICLE TEN

                                    COVENANTS

Section 10.01. Payment of Principal, Premium and Interest.

     The Company shall duly and punctually pay the principal of, premium, if
any, and interest on the Notes in accordance with the terms of the Notes, this
Indenture and the Registration Rights Agreement.

Section 10.02. Maintenance of Office or Agency.

     The Company shall maintain, in the Borough of Manhattan in The City of New
York, State of New York, an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office of State
Street Bank and Trust Company, N.A., 61 Broadway, 15th Floor, New York, NY
10006, shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company shall give prompt written notice to the Trustee of any
change in the location of any 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 Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

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

Section 10.03. Money for Note Payments To Be Held in Trust.

     If the Company or any of its Affiliates shall at any time act as its own
Paying Agent, it will, on or before each due date of the principal of, premium,
if any, or cash interest on any of the Notes, segregate and hold in trust for
the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, 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.

<PAGE>
                                      -66-

     If the Company or any of its Affiliates is not acting as Paying Agent, the
Company will, on or before each due date of the principal of, premium, if any,
or cash interest on, any Notes, deposit with a Paying Agent a sum in same day
funds sufficient to pay the principal, premium, if any, or interest so becoming
due, such sum to be held in trust for the benefit of the Holders entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.

     If the Company is not acting as Paying Agent, the Company will cause each
Paying Agent other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 10.03, that such Paying Agent will:

     (a) hold all sums held by it for the payment of the principal of, premium,
  if any, or cash interest on Notes in trust for the benefit of the Holders
  entitled thereto until such sums shall be paid to such Holders or otherwise
  disposed of as herein provided;

     (b) give the Trustee notice of any Default by the Company (or any other
  obligor upon the Notes) in the making of any payment of principal of, premium,
  if any, or cash interest on the Notes;

     (c) at any time during the continuance of any such Default, upon the
  written request of the Trustee, forthwith pay to the Trustee all sums so held
  in trust by such Paying Agent; and

     (d) acknowledge, accept and agree to comply in all aspects with the
  provisions of this Indenture relating to the duties, rights and liabilities of
  such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent will be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the
Company upon receipt of a Company Request therefor, or (if then held by the
Company) will be discharged from such trust; and the Holder of such Note will
thereafter, as an unsecured general creditor, look only to the Company for

<PAGE>
                                      -67-

payment thereof, 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, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, at the option of the Company
in the New York Times or the Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

Section 10.04. Corporate Existence.

     Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the
Company and each of its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise or existence of
any of its Subsidiaries 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 its Subsidiaries as a whole and that the loss
thereof is not adverse in any material respect to the Holders; provided further,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary of the Company or any of its assets in compliance with the terms of
this Indenture.

Section 10.05. 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, (a) all taxes, assessments and
governmental charges levied or imposed (i) upon the Company or any of its
Subsidiaries or (ii) upon the income, profits or property of the Company or any
of its Subsidiaries and (b) all lawful claims for labor, materials and supplies,
that, if unpaid, could reasonably be expected to become a Lien upon the property
of the Company or any of its Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim (x) whose amount, applicability or
validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted and for which appropriate provision has been
made in accordance with GAAP or (y) if the failure to so pay, discharge or cause
to be paid or discharged could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect (as defined in the Purchase
Agreement).

Section 10.06. Maintenance of Properties.

     The Company shall cause all material properties owned by the Company or any
of its Subsidiaries or used or held for use in the conduct of their respective
businesses to be maintained and kept in good 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

<PAGE>
                                      -68-

business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 10.06
shall prevent (a) the Company from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company (as
evidenced, in each instance, by a Board Resolution of the Company), desirable in
the conduct of its business or the business of any of its Subsidiaries and is
not disadvantageous in any material respect to the Holders or (b) a sale,
transfer, merger, consolidation or conveyance of assets in compliance with
Article Eight or Section 10.16 and, in each case, otherwise in compliance with
the provisions of this Indenture.

Section 10.07. Insurance.

     The Company shall maintain, and shall cause its 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 and
type, including property and casualty loss, and workers' compensation insurance.

Section 10.08. Books and Records.

     The Company shall keep proper books of record and account, in which full
and correct entries will be made of all financial transactions and the assets
and business of the Company and each Restricted Subsidiary of the Company in
material compliance with GAAP (including the establishment and maintenance of
appropriate reserves).

Section 10.09. [Intentionally Omitted].

Section 10.10. Provision of Financial Statements.

     For so long as the Notes are Outstanding, 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, to the extent permitted by Commission
practice and applicable law and regulations, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to such Section 13(a) or 15(d), or
any successor provision thereto, if the Company was so subject, such documents
to be filed with the Commission on or prior to the date (the "Required Filing
Dates") by which the Company would have been required so to file such documents
if the Company was so subject. The Company shall also in any event within 15
days of each Required Filing Date, whether or not permitted or required to be
filed with the Commission, (i) transmit or cause to be transmitted by mail to
all holders of Notes, 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 which the Company
would have been required to file with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act, or any successor provision thereto, if the Company
were subject to either of such Sections.

<PAGE>
                                      -69-

     In addition, for so long as any Notes remain outstanding, the Company shall
furnish to the holders of Notes 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 Notes known to the Company, if
not obtainable from the Commission, information of the type that would be filed
with the Commission pursuant to the foregoing provisions, upon the request of
any such holder.

Section 10.11. Change of Control.

     (a) Upon the occurrence of a Change of Control, each Holder shall have the
right to require the Company to repurchase all or any part of such Holder's
Notes at a purchase price in cash equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase, such
repurchase to be made in accordance with Section 10.11(b) below.

     (b) Within 30 days following any Change of Control, unless the Company has
mailed a redemption notice with respect to all the Outstanding Notes in
connection with such Change of Control, the Company shall mail a notice (the
"Change of Control Offer") to each Holder with a copy to the Trustee stating:

     (i) that a Change of Control has occurred and that such Holder has the
  right to require the Company to purchase such Holder's Notes at a purchase
  price in cash equal to 101% of the principal amount thereof plus accrued and
  unpaid interest, if any, to the date of purchase;

     (ii) the repurchase date (which shall be no earlier than 30 days nor later
  than 60 days from the date such notice is mailed) (the "Change of Control
  Purchase Date");

     (iii) the procedures determined by the Company, consistent with this
  Indenture, that a Holder must follow in order to have its Notes purchased;

     (iv) that the Change of Control Offer is being made pursuant to this
  Section 10.11 and that all Notes tendered into the Change of Control Offer
  will be accepted for payment; and that the Change of Control Offer shall
  remain open for a period of 20 Business Days or such longer period as may be
  required by applicable law;

     (v) the purchase price (including the amount of accrued interest, if any)
  for each Note, the Change of Control Purchase Date and the date on which the
  Change of Control Offer expires;

     (vi) that any Note not tendered for payment will continue to accrue
  interest in accordance with the terms thereof;

<PAGE>
                                      -70-

     (vii) that, unless the Company shall default in the payment of the purchase
  price, any Note accepted for payment pursuant to the Change of Control Offer
  shall cease to accrue interest after the Change of Control Purchase Date;

     (viii) that Holders electing to have Notes purchased pursuant to a Change
  of Control Offer will be required to surrender their Notes to the Paying Agent
  at the address specified in the notice prior to 5:00 p.m., New York City time,
  on the Change of Control Purchase Date and must complete any form letter of
  transmittal proposed by the Company and acceptable to the Trustee and the
  Paying Agent;

     (ix) that Holders of Notes will be entitled to withdraw their election if
  the Paying Agent receives, not later than 5:00 p.m., New York City time, on
  the Change of Control Purchase Date, a facsimile transmission (followed
  promptly by an original) or letter setting forth the name of the Holders, the
  principal amount of Notes the Holders delivered for purchase, the Note
  certificate number (if any) and a statement that such Holder is withdrawing
  his election to have such Notes purchased;

     (x) that Holders whose Notes are purchased only in part will be issued
  Notes of like tenor equal in principal amount to the unpurchased portion of
  the Notes surrendered;

     (xi) the instructions that Holders must follow in order to tender their
  Notes; and

     (xii) information concerning the business of the Company, the most recent
  annual and quarterly reports of the Company filed with the Commission pursuant
  to the Exchange Act (or, if the Company is not permitted to file any such
  reports with the Commission, the comparable reports prepared pursuant to
  Section 10.10), a description of material developments in the Company's
  business, information with respect to pro forma historical financial
  information after giving effect to such Change of Control and such other
  information concerning the circumstances and relevant facts regarding such
  Change of Control and Change of Control Offer as would, in the good faith
  judgment of the Company, be material to a Holder of Notes in connection with
  the decision of such Holder as to whether or not it should tender Notes
  pursuant to the Change of Control Offer.

     On the Change of Control Purchase Date, the Company shall (i) accept for
payment Notes or portions thereof in integral multiples of $1,000 (but the
Company shall accept for payment Notes or portions thereof in integral multiples
of less than $1,000 if such Notes were issued to pay interest in accordance with
the terms of this Indenture and the Notes) tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money, in immediately
available funds, sufficient to pay the purchase price of all Notes or portions
thereof so tendered and accepted and (iii) deliver to the Trustee the Notes so
accepted together with an Officers' Certificate setting forth the Notes or
portions thereof tendered to and accepted for

<PAGE>
                                      -71-

payment by the Company. The Paying Agent shall promptly mail or deliver to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail or deliver to such Holders
a new Note of like tenor equal in principal amount to any unpurchased portion of
the Note surrendered. Any Notes not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Change of Control Offer not later than the first
Business Day following the Change of Control Purchase Date.

     (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 10.11. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described in this Indenture by virtue thereof.

Section 10.12. Limitation on Indebtedness.

     (a) The Company shall not, directly or indirectly, Incur any Indebtedness
(including any Acquired Indebtedness) or issue Disqualified Stock or Preferred
Stock, except that the Company may Incur each and all of the following:

     (i) Indebtedness of the Company evidenced by the Initial Notes, the Notes
  and this Indenture;

     (ii) Indebtedness represented by a guarantee of (1) Atrium's obligations
  under the Credit Facility in an aggregate principal amount not exceeding
  $215,000,000; (2) Atrium's obligations under the Atrium Notes in an aggregate
  principal amount not exceeding $175,000,000; and (3) Indebtedness of a
  Restricted Subsidiary of the Company Incurred under clause (c)(ii) below or
  clause (iv) of the definition of "Permitted Indebtedness," and any refinancing
  thereof under clause (iii) of such definition; and

     (iii) Indebtedness of the Company the proceeds of which are used solely to
  refinance Indebtedness Incurred under clause (i) above; provided that (1) the
  principal amount of Indebtedness incurred pursuant to this clause (iii) (or,
  if such Indebtedness provides for an amount less than the principal amount
  thereof to be due and payable upon a declaration of acceleration of the
  maturity thereof, the original issue price of such Indebtedness) shall not
  exceed the sum of the total aggregate principal amount of the Notes
  refinanced, plus (y) the amount of any premium reasonably determined by the
  Company as necessary to accomplish such refinancing by means of a tender offer
  or privately negotiated purchase, plus (z) the amount of expenses in
  connection therewith, (2) the new Indebtedness refinancing such Indebtedness
  shall have a Weighted Average Life to Stated Maturity that is equal to or
  greater than the remaining Weighted Average Life to Stated Maturity of such
  Indebtedness and shall have no scheduled principal payment prior to the 91st
  day after the Stated Maturity for the final scheduled principal

<PAGE>
                                      -72-

  payment of such Indebtedness, and (3) in the case of any partial refinancing
  of the Notes, such new Indebtedness shall be unsecured.

     (b) The Company shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness or issue Disqualified Stock or
Preferred Stock other than to (and so long as it is held by) the Company or a
Wholly-Owned Subsidiary of the Company; provided, however, that Atrium and the
other Restricted Subsidiaries of the Company may Incur Indebtedness and Atrium
may issue Disqualified Stock, if (i) on the date thereof and immediately after
giving pro forma effect thereto and the use of the proceeds thereof (in
accordance with the definition of "Consolidated Coverage Ratio"), the
Consolidated Coverage Ratio is at least equal to 2.00:1.00 and (ii) no Default
(including, without limitation, a Default under the provisions of Sections 10.23
or 10.24) shall have occurred and be continuing.

     (c) Notwithstanding the foregoing paragraph (b), each and all of the
following shall be permitted:

     (i) Indebtedness Incurred by Atrium or any Restricted Subsidiary of the
  Company pursuant to the Credit Facility (including, without limitation, any
  renewal, extension, refunding, restructuring, replacement or refinancing
  thereof referred to in the definition thereof); provided, however, that the
  aggregate principal amount of all Indebtedness Incurred pursuant to this
  clause (i) does not exceed $175.0 million at any time outstanding, less the
  aggregate principal amount thereof required to be repaid with the net proceeds
  of Asset Dispositions (to the extent, in the case of a repayment of revolving
  credit Indebtedness, the commitment to advance the loans repaid has been
  terminated);

     (ii) Indebtedness Incurred by Atrium or any Restricted Subsidiary of the
  Company represented by Capitalized Lease Obligations, mortgage financing or
  purchase money obligations, in each case Incurred for the purpose of financing
  all or any part of the purchase price or cost of construction or improvement
  of property used in a Related Business or Incurred to refinance any such
  purchase price or cost of construction or improvement, in each case Incurred
  no later than 365 days after the date of such acquisition or the date of
  completion of such construction or improvement; provided, however, that the
  aggregate principal amount of all Indebtedness Incurred pursuant to this
  clause (ii) shall not exceed $5.0 million at any time outstanding;

     (iii) Permitted Indebtedness; and

     (iv) Indebtedness Incurred by Atrium or any Restricted Subsidiary of the
  Company (other than Indebtedness described in clauses (i)-(iii) above) in a
  principal amount outstanding which, when taken together with the principal
  amount of all other Indebtedness Incurred pursuant to this clause (iv) and
  then outstanding, will not exceed $5.0 million (it being understood that any
  Indebtedness Incurred under this clause (iv) shall cease to be deemed Incurred
  or outstanding for purposes of this clause (iv) but shall

<PAGE>
                                      -73-

  be deemed to be Incurred for purposes of Section 10.12(b) from and after the
  first date on which Atrium or such Restricted Subsidiary could have Incurred
  such Indebtedness under such Section 10.12(b) without reliance upon this
  clause (iv)).

     For purposes of determining compliance with this Section 10.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness permitted by this Section 10.12, the Company in its sole
discretion shall classify, and may from time to time reclassify, such item of
Indebtedness and only be required to include the amount of such Indebtedness as
one of such types and such item of Indebtedness may be divided and classified in
more than one of such types.

     (d) The Company will not permit any of its Unrestricted Subsidiaries to
Incur any Indebtedness other than Non-Recourse Debt.

Section 10.13. Statement by Officers as to Default.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, a written
statement signed by the chief executive officer and either the principal
financial officer or principal accounting officer of the Company, stating (i)
that a review of the activities of the Company during the preceding fiscal year
has been made under the supervision of the signing officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and (ii) that, to the knowledge of each
officer signing such certificate, the Company has kept, observed, performed and
fulfilled each and every covenant and condition contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions, conditions and covenants hereof (or, if a Default shall have
occurred, describing all such Defaults of which such officers may have
knowledge, their status and what action the Company is taking or proposes to
take with respect thereto). When any Default has occurred and is continuing, or
if the Trustee or any Holder or the trustee for or the holder of any other
evidence of Indebtedness of the Company or any Restricted Subsidiaries of the
Company gives any notice or takes any other action with respect to a claimed
Default, the Company shall notify the Trustee of such Default, notice or action
and shall deliver to the Trustee by registered or certified mail or by telegram,
or facsimile transmission followed by hard copy by registered or certified mail
an Officers' Certificate specifying such event, notice or other action within 3
days after the Company becomes aware of such occurrence and what action the
Company is taking or proposes to take with respect thereto.

Section 10.14. Limitation on Restricted Payments.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

     (i) declare or pay any dividend or make any distribution on or in respect
  of its Capital Stock, except (A) dividends or distributions payable in its
  Capital Stock (other

<PAGE>
                                      -74-

  than Disqualified Stock) or in options, warrants or other rights to purchase
  such Capital Stock, and (B) dividends or distributions by a Restricted
  Subsidiary of the Company paid (i) to the Company or a Restricted Subsidiary
  of the Company and (ii) if such Restricted Subsidiary paying the dividend or
  making the distribution is not a Wholly-Owned Subsidiary of the Company, to
  its other holders of Capital Stock on a pro rata basis; or

     (ii) purchase, redeem, retire or otherwise acquire for value any Capital
  Stock of the Company held by Persons other than a Restricted Subsidiary of the
  Company or any Capital Stock of a Restricted Subsidiary of the Company held by
  Persons other than the Company or another Restricted Subsidiary of the Company
  (in either case, other than in exchange for its Capital Stock (other than
  Disqualified Stock); or

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

(any of the foregoing actions described in clauses (i) through (iii), other than
the exclusions therefrom, collectively, "Restricted Payments").

     (b) Notwithstanding the foregoing paragraph (a) above, the foregoing
provisions shall not prohibit the following actions:

     (i) dividends paid within 30 days after the date of declaration if at such
  date of declaration such dividend would have complied with this Section 10.14;

     (ii) any payment made or transaction entered into pursuant to the Ellison
  Acquisition Agreement;

     (iii) so long as no Default has occurred and is continuing and would result
  therefrom, payments (A) in amounts and at the times necessary to permit the
  Company to purchase, redeem, acquire, cancel or otherwise retire for value
  Capital Stock of the Company or stock purchases or similar rights in respect
  of its Capital Stock, in each case held by officers, directors or employees of
  the Company or of any of its Subsidiaries, upon, in connection with or
  following death, disability, retirement, severance or termination of
  employment or service or pursuant to any agreement under which such Capital
  Stock was issued, or (B) to enable the Company to make cash payments to
  holders of its Capital Stock in lieu of the issuance of fractional shares of
  its Capital Stock; provided, however, that the amount of such payments
  pursuant to subclauses (A) and (B) of this clause (iii) after the Issue Date
  does not exceed $7.5 million;

     (iv) so long as no Default has occurred and is continuing or would result
  therefrom, the redemption by the Company of the Series B Shares (as defined in
  the Purchase Agreement) in accordance with the provisions of Section 4.8 of
  the Company's Amended and Restated Certificate of Incorporation;

<PAGE>
                                      -75-

     (v) so long as no Default has occurred and is continuing or would result
  therefrom, the redemption of the Shares (as defined in the Purchase Agreement)
  in accordance with the provisions of Sections 6 and 7 of the Registration
  Rights and Stockholders Agreement (as defined in the Purchase Agreement);

     (vi) any Investment which, in the good faith judgment of the Company or any
  Subsidiary of the Company, is reasonably necessary in connection with, and
  pursuant to, any Permitted Receivables Transaction, provided; however, that
  such Investments shall not exceed $10.0 million in the aggregate outstanding
  at any time;

     (vii) the creation of any Receivables Co. in connection with a Permitted
  Receivables Transaction; and

     (viii) so long as no Default has occurred and is continuing or would result
  therefrom, the Company may exchange Equity Interests of any person other than
  the Company or any Subsidiary of the Company received pursuant to the sale of
  all or substantially all of the assets of, or all of the Equity Interests in,
  Door Holdings, Inc. and its Subsidiaries, for any Equity Interests previously
  issued by the Company and owned by former managers of Door Holdings, Inc.
  and/or its Subsidiaries. For the avoidance of doubt, any transaction pursuant
  to this Section 10.14(b)(viii) shall not count against transactions under
  Section 10.14(b)(iii) hereof.

Section 10.15. Limitation on Transactions with Affiliates.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or conduct any transaction
or series of related transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with or for the
benefit of any Affiliate of the Company or any of its Restricted Subsidiaries
(an "Affiliate Transaction") unless

     (i) the terms of such Affiliate Transaction are no less favorable to the
  Company or such Restricted Subsidiary, as the case may be, than those that
  could be obtained at the time of such transaction in arm's-length dealings
  with a Person who is not such an Affiliate,

     (ii) in the event such Affiliate Transaction (or series of related
  Affiliate Transactions) involves an aggregate amount in excess of $5.0
  million, the terms of such transaction have been approved by at least a
  majority of the members of the Board of Directors of the Company (and such
  majority determines that such Affiliate Transaction satisfies the criteria in
  (i) above) and

     (iii) in the event such Affiliate Transaction (or series of related
  Affiliate Transactions) involves an aggregate amount in excess of $10.0
  million, the Company (or Atrium where applicable) has received a written
  opinion from an independent

<PAGE>
                                      -76-

  investment banking firm of nationally recognized standing that such Affiliate
  Transaction is fair to the Company or such Restricted Subsidiary, as the case
  may be, from a financial point of view.

     (b) The requirements of Section 10.15(a) shall not apply to (i) any
Restricted Payment or other payment or Investment permitted to be made pursuant
to Section 10.14, (ii) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to employment arrangements, or
any stock options and stock ownership plans for the benefit of employees,
officers and directors, consultants and advisors approved by the Board of
Directors of the Company or Atrium, (iii) loans or advances to employees in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries, (iv) any transaction between or among the Company and any of its
Restricted Subsidiaries or between or among its Restricted Subsidiaries (so long
as no Person (other than a Restricted Subsidiary of the Company) that is an
Affiliate of the Company has any direct or indirect interest in such Restricted
Subsidiary), (v) indemnification agreements with, and the payment of fees and
indemnities to, directors, officers and employees of the Company and its
Restricted Subsidiaries, in each case in the ordinary course of business, (vi)
transactions pursuant to agreements as in existence on the Issue Date, (vii) any
employment, noncompetition or confidentiality agreements entered into by the
Company or any of its Restricted Subsidiaries with its employees in the ordinary
course of business, (viii) the issuance of Capital Stock of the Company or
Atrium, (ix) any obligations of the Company or Atrium in respect of management
fees payable to Ardshiel pursuant to agreements as in effect on the Issue Date
and (x) any transaction in connection with a Permitted Receivables Transaction;
provided, however, (A) so long as any Default under Section 5.01(c) arising by
virtue of a default in the performance of any obligation in Sections 10.23 or
10.24 has not been cured or waived and the Company shall not subsequently be in
compliance therewith in each case within 90 days after the occurrence thereof,
payments pursuant to the agreements described in clause (ix) of this Section
10.15 shall only be permitted in an amount equal to 50% of the amount then due
(other than any accrued and unpaid portion); and (B) so long as an Event of
Default described in clause (a) or (b) of Section 5.01 has occurred and is
continuing, no payments shall be made pursuant to the Agreements described in
clause (ix) of this Section 10.15.

Section 10.16. Limitation on Sale of Assets.

     (a) The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Asset Disposition,
unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Disposition at least equal to
the fair market value, as determined in good faith by the Company's Board of
Directors, of the assets sold or otherwise disposed of and (ii) at least 75% of
such consideration consists of cash or Cash Equivalents.

     If all or a portion of the Net Available Cash of any Asset Disposition is
not required to be applied to repay permanently any Indebtedness of Atrium or
its Restricted Subsidiaries outstanding as required by the terms thereof, or the
Company determines not to

<PAGE>
                                      -77-

apply such Net Available Cash to the permanent repayment of the Indebtedness of
Atrium or its Restricted Subsidiaries that is required to be prepaid, or if no
Indebtedness of Atrium is outstanding, then the Company or such Restricted
Subsidiary may apply such Net Available Cash to acquire Additional Assets within
360 days after the receipt thereof; provided that the repayment of revolving
loans under the Credit Facility (without a permanent reduction thereof) with 1/3
of the proceeds from the sale of all or substantially all of the assets of, or
all of the Equity Interests in, Door Holdings, Inc. and its Subsidiaries and/or
1/3 of the proceeds from the sale-leaseback transaction involving the
Murrysville Pennsylvania site will constitute the permanent reduction of
Indebtedness for purposes of this Section 10.16.

     To the extent all or part of the Net Available Cash in respect of any Asset
Disposition is not applied within 360 days of the applicable Asset Disposition
as described in the immediately preceding paragraph of this Section 10.16 (such
Net Available Cash, the "Unutilized Net Available Cash"), the Company shall,
within 20 days after the date that is 360 days from the receipt of such Net
Available Cash, make an offer to purchase (the "Net Available Cash Offer") all
Outstanding Notes up to a maximum principal amount of Notes equal to the
Unutilized Net Available Cash, at a purchase price in cash equal to 100%
thereof, plus accrued and unpaid interest thereon, if any, to the purchase date;
provided, however, that the Net Available Cash Offer may be deferred until there
is aggregate Unutilized Net Available Cash equal to or in excess of $10.0
million, at which time the entire amount of such Unutilized Net Available Cash,
and not just the amount in excess of $10.0 million, shall be applied as required
pursuant to this paragraph.

     For purposes of this Section 10.16(a), "Notes Portion of Unutilized Net
Available Cash" in respect of a Net Available Cash Offer means (a) if no Other
Indebtedness is concurrently being offered to be purchased, the amount of the
Unutilized Net Available Cash in respect of such Net Available Cash Offer and
(b) if Other Indebtedness is concurrently being offered to be purchased, an
amount equal to the product of (x) the Unutilized Net Available Cash in respect
of such Net Available Cash Offer and (y) a fraction the numerator of which is
the principal amount of all Notes tendered pursuant to the Net Available Cash
Offer related to such Unutilized Net Available Cash (the "Notes Amount") and the
denominator of which is the sum of the Notes Amount and the lesser of the
aggregate principal face amount or accreted value as of the relevant purchase
date of all Other Indebtedness tendered pursuant to a concurrent offer to
purchase such Other Indebtedness made at the time of such Net Available Cash
Offer.

     With respect to any Net Available Cash Offer effected pursuant to this
Section 10.16, to the extent that the principal amount of the Notes tendered
pursuant to such Net Available Cash Offer exceeds the Notes Portion of
Unutilized Net Available Cash with respect thereto, the Notes shall be purchased
pro rata based on the principal amount of the Notes tendered by each Holder.
Holders whose Notes are purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered.

<PAGE>
                                      -78-

     To the extent the Unutilized Net Available Cash available for any Net
Available Cash Offer effected pursuant to this Section 10.16 exceeds the
aggregate purchase price for the Notes validly tendered and purchased by the
Company pursuant thereto, such excess shall no longer be deemed Unutilized Net
Available Cash and shall be available to the Company and its Restricted
Subsidiaries for any purpose not prohibited under this Indenture.

     For the purposes of this Section 10.16, the following will be deemed to be
cash (but not Net Available Cash): (x) the assumption by the transferee of
Indebtedness of the Company or any of its Restricted Subsidiaries and the
release of the Company or any of its Restricted Subsidiaries from all liability
on such Indebtedness in connection with such Asset Disposition (in which case
the Company shall, without further action, be deemed to have applied such
assumed Indebtedness in accordance with the second paragraph under this Section
10.16(a)) and (y) securities received by the Company or any of its Restricted
Subsidiaries from the transferee that are promptly converted (but in no event
later than 30 days after the relevant Asset Disposition) by the Company or such
Restricted Subsidiary into cash.

     (b) Notice of a Net Available Cash Offer shall be mailed by the Company not
more than 20 days after the obligation to make such Net Available Cash Offer
arises to the Holders of Notes at their last registered addresses with a copy to
the Trustee and the Paying Agent. The Net Available Cash Offer shall remain open
from the time of mailing for at least 20 Business Days or such longer period as
may be required by applicable law and until 5:00 p.m., New York City time, on
the last day of the period (the "Net Available Cash Offer Purchase Date"). The
notice, which shall govern the terms of the Net Available Cash Offer, shall
include such disclosures as are required by law and shall state:

     (i) that the Net Available Cash Offer is being made pursuant to this
  Section 10.16 and that all Notes in integral multiples of $1,000 tendered into
  the Net Available Cash Offer shall be accepted for payment; provided, however,
  that if the aggregate principal amount of Notes tendered in the Net Available
  Cash Offer exceeds the Notes Portion of Unutilized Net Available Cash, the
  Company shall select the Notes to be purchased on a pro rata basis based upon
  the aggregate principal amount of such Notes tendered by each Holder; and that
  the Net Available Cash Offer shall remain open for a period of 20 Business
  Days or such longer period as may be required by applicable law;

     (ii) the purchase price (including the amount of accrued interest, if any)
  for each Note, the Net Available Cash Offer Purchase Date and the date on
  which the Net Available Cash Offer expires;

     (iii) that any Note not tendered or accepted for payment pursuant to the
  Net Cash Offer shall continue to accrue interest in accordance with the terms
  thereof;

     (iv) that, unless the Company shall default in the payment of the purchase
  price, any Note accepted for payment pursuant to the Net Available Cash Offer
  shall cease to accrue interest after the Net Available Cash Offer Purchase
  Date;

<PAGE>
                                      -79-

     (v) that Holders electing to have Notes purchased pursuant to a Net
  Available Cash Offer shall be required to surrender their Notes to the Paying
  Agent at the address specified in the notice prior to 5:00 p.m., New York City
  time, on the Net Available Cash Offer Purchase Date and must complete any form
  letter of transmittal proposed by the Company and acceptable to the Trustee
  and the Paying Agent;

     (vi) that any Holder of Notes shall be entitled to withdraw its election if
  the Paying Agent receives, not later than 5:00 p.m., New York City time, on
  the Net Available Cash Offer Purchase Date, a facsimile transmission (followed
  promptly by an original) or letter setting forth the name of such Holder, the
  principal amount of Notes the Holder delivered for purchase, the Note
  certificate number (if any) and a statement that such Holder is withdrawing
  its election to have such Notes purchased;

     (vii) that Holders whose Notes are purchased only in part shall be issued
  Notes of like tenor equal in principal amount to the unpurchased portion of
  the Notes surrendered;

     (viii) the instructions that Holders must follow in order to tender their
  Notes; and

     (ix) information concerning the business of the Company, the most recent
  annual and quarterly reports of the Company filed with the Commission pursuant
  to the Exchange Act (or, if the Company is not permitted to file any such
  reports with the Commission, the comparable reports prepared pursuant to
  Section 10.10), a description of material developments in the Company's
  business, information with respect to pro forma historical financial position
  and results of operations after giving effect to such Asset Disposition and
  such other information concerning the circumstances and relevant facts
  regarding such Asset Disposition and Net Available Cash Offer as would, in the
  good faith judgment of the Company, be material to a Holder of Notes in
  connection with the decision of such Holder as to whether or not it should
  tender Notes pursuant to the Net Available Cash Offer.

     On the Net Available Cash Offer Purchase Date, the Company shall (i) accept
for payment (subject to proration as described in the sixth paragraph under
Section 10.16(a)) Notes or portions thereof in integral multiples of $1,000
principal amount tendered pursuant to the Net Available Cash Offer, (ii) deposit
with the Paying Agent money, in immediately available funds, sufficient to pay
the purchase price of all Notes or portions thereof so tendered and accepted and
(iii) deliver to the Trustee the Notes so accepted together with an Officers'
Certificate setting forth the Notes or portions thereof tendered to and accepted
for payment by the Company. The Paying Agent shall promptly mail or deliver to
the Holders of Notes so accepted payment in an amount equal to the purchase
price, and the Trustee shall promptly authenticate and mail or deliver to such
Holders a new Note of like tenor equal in principal amount to any unpurchased
portion of the Note surrendered. Any Notes not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall

<PAGE>
                                      -80-

publicly announce the results of the Net Available Cash Offer not later than the
first Business Day following the Net Available Cash Offer Purchase Date.

     (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 10.16. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described in this Indenture by virtue thereof.

Section 10.17. Limitation on Liens.

     The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Liens (other than Permitted
Liens) of any kind against or upon any of their respective properties or assets
now owned or hereafter acquired, or any proceeds therefrom or any income or
profits therefrom, to secure any Indebtedness of the Company except for (i)
Liens securing the Company's guarantee under the Credit Facility or any
guarantee of the Credit Facility by any Restricted Subsidiary of the Company and
(ii) Liens on any property or assets of any Restricted Subsidiary of the Company
to the extent securing Indebtedness Incurred by such Restricted Subsidiary.

Section 10.18. [Intentionally Omitted].

Section 10.19. Limitation on Sale of Capital Stock of Restricted Subsidiaries of
               the Company.

     The Company shall not permit any of its Restricted Subsidiaries to issue
any Capital Stock to any Person (other than to the Company or a Wholly-Owned
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly-Owned Subsidiary of the Company) to own any Capital Stock of a Restricted
Subsidiary of the Company, if in either case as a result thereof such Restricted
Subsidiary would no longer be a Restricted Subsidiary of the Company; provided,
however, that this Section 10.19 shall not prohibit (x) the Company or any of
its Restricted Subsidiaries from selling, transferring or otherwise disposing of
all of the Capital Stock of any Restricted Subsidiary of the Company or (y) the
designation of a Restricted Subsidiary of the Company as an Unrestricted
Subsidiary of the Company in compliance with this Indenture.

Section 10.20. Limitation on Dividends and Other Payment Restrictions Affecting
               Restricted Subsidiaries of the Company.

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

<PAGE>
                                      -81-

Company to (i) pay dividends or make any other distributions on its Capital
Stock to the Company or any other Restricted Subsidiary of the Company or pay
any Indebtedness or other obligation owed to the Company or any other Restricted
Subsidiary of the Company, (ii) make any loans or advances to the Company or to
any other Restricted Subsidiary of the Company which directly or indirectly owns
the Capital Stock of such Restricted Subsidiary or (iii) transfer any of its
property or assets to the Company or to any other Restricted Subsidiary of the
Company which directly or indirectly owns the Capital Stock of such Restricted
Subsidiary, except for:

     (a) any encumbrance or restriction with respect to such a Restricted
  Subsidiary pursuant to an agreement relating to any Indebtedness issued by
  such Restricted Subsidiary on or prior to the date on which such Restricted
  Subsidiary was acquired by the Company or Atrium and outstanding on such date
  (i) in anticipation of such acquisition, or (ii) other than Indebtedness
  issued as consideration in, or to provide all or any portion of the funds or
  credit support utilized to consummate, the transaction or series of related
  transactions pursuant to which such Restricted Subsidiary became a Restricted
  Subsidiary of the Company or was acquired by the Company or Atrium, as the
  case may be;

     (b) any encumbrance or restriction with respect to such a Restricted
  Subsidiary pursuant to an agreement relating to any Indebtedness issued by
  such Restricted Subsidiary; provided that (i) such restrictions do not
  prohibit payments, transfers, loans, advances or distributions either (x) on
  or after the fifth anniversary of the Closing Time or (y) otherwise necessary
  for the Company to make scheduled payments of principal, interest and premium
  on Indebtedness of the Company absent a payment default or event of default in
  respect of the Indebtedness of the Company or absent a payment default or
  event of default in respect of the Indebtedness of the Restricted Subsidiary,
  and (ii) the chief financial officer of the Company determines in good faith
  that (A) any such restrictions are commercially reasonable for a borrower
  engaged in a business comparable to the Company that has substantially
  comparable Indebtedness, and (B) any such restrictions shall not materially
  affect the Company's ability to make scheduled payments of principal, premium
  or interest payments on the Notes;

     (c) in the case of clause (iii) above, any encumbrance or restriction (A)
  that restricts in a customary manner the subletting, assignment or transfer of
  any property or asset that is a lease, license, conveyance or contract or
  similar property or asset, (B) by virtue of any transfer of, agreement to
  transfer, option or right with respect to, or Lien on, any property or assets
  of the Company or any of its Restricted Subsidiaries not otherwise prohibited
  by this Indenture, (C) that is included in a licensing agreement to the extent
  such restrictions limit the transfer of the property subject to such licensing
  agreement or (D) arising or agreed to in the ordinary course of business and
  that does not, individually or in the aggregate, detract from the value of
  property or assets of the

<PAGE>
                                      -82-

  Company or any of its Restricted Subsidiaries in any manner material to the
  Company or any such Restricted Subsidiary;

     (d) in the case of clause (iii) above, restrictions contained in security
  agreements, mortgages or similar documents securing Indebtedness of a
  Restricted Subsidiary of the Company to the extent such restrictions restrict
  the transfer of the property subject to such security agreements; provided,
  that such Indebtedness and such Lien is permitted by this Indenture;

     (e) any restriction with respect to such a Restricted Subsidiary imposed
  pursuant to an agreement entered into for the sale or disposition of all or
  substantially all the Capital Stock or assets of such Restricted Subsidiary
  pending the closing of such sale or disposition;

     (f) encumbrances or restrictions arising or existing by reason of
  applicable law; and

     (g) any encumbrance or restriction pursuant to any agreement related to any
  Receivables Co. imposed by a purchaser as a condition to purchasing Accounts
  in accordance with any Permitted Receivables Transaction.

Section 10.21. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company and any other obligor
on the Notes shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture (including any
covenants compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with, and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents, certificates and/or opinions is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

     (i) a statement that each individual signing such certificate or opinion
  has read such covenant or condition and the definitions herein relating
  thereto;

     (ii) 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;

<PAGE>
                                      -83-

     (iii) a statement that, in the opinion of each such individual, he or she
  has made such examination or investigation as is necessary to enable him or
  her to express an informed opinion as to whether such covenant or condition
  has been complied with; and

     (iv) a statement as to whether, in the opinion of each such individual,
  such condition or covenant has been complied with.

Section 10.22. Ownership of Atrium and Ellison.

     The Company will at all times be the legal and record owner of 100% of the
Capital Stock of Atrium and Atrium will at all times be the legal and record
owner of 100% of the Capital Stock of Ellison.

Section 10.23. Maximum Total Leverage Ratio.

               (i) If a Permitted Receivables Transaction by the Company or any
          Restricted Subsidiary of the Company is not in effect (provided,
          however, that in the event that within 60 days of the date hereof,
          Section 9.11(a)(i) of the Credit Facility is not amended to insert the
          immediately preceding phrase, such phrase shall thereafter read "Prior
          to the date of the occurrence of a Permitted Receivables Transaction
          (without implying any obligation that such event occur)"), the Total
          Leverage Ratio shall not, as of any Test Date during any period set
          forth in the table below, exceed the ratio set forth opposite such
          period in the table below:

<Table>
<Caption>
PERIOD                                                                 RATIO
------                                                                 -----

<S>                                                                    <C>
Amendment Date - 9/30/01                                               6.50x
10/01/01-9/30/02                                                       6.00x
10/01/02-9/30/03                                                       5.50x
10/01/03-9/30/04                                                       5.00x
10/01/04-9/30/05                                                       4.75x
10/01/05-9/30/06                                                       4.50x
10/01/06 and thereafter                                                4.00x
</Table>

               (ii) If a Permitted Receivables Transaction by the Company or any
          Restricted Subsidiary of the Company is in effect (provided, however,
          that in the event that within 60 days of the date hereof, Section
          9.11(a)(ii) of the Credit Facility is not amended to insert the
          immediately preceding phrase, such phrase shall thereafter read "After
          the date of the occurrence of a Permitted Receivables Transaction (if
          at all)"), the Total Leverage Ratio shall not, as of any Test Date
          during any period set forth

<PAGE>
                                      -84-

          in the table below, exceed the ratio set forth opposite such period in
          the table below:

<Table>
<Caption>
PERIOD                                                                 RATIO
------                                                                 -----

<S>                                                                    <C>
Amendment Date - 9/30/01                                               6.25x
10/01/01-9/30/02                                                       5.75x
10/01/02-9/30/03                                                       5.25x
10/01/03-9/30/04                                                       4.75x
10/01/04-9/30/05                                                       4.50x
10/01/05-9/30/06                                                       4.25x
10/01/06 and thereafter                                                3.75x
</Table>

     Capitalized terms in this Section 10.23 have the meanings ascribed to them
in the Credit Facility in the form attached as Annex A hereto as amended by
Amendment and Waiver No. 1 in the form attached hereto as Annex C; provided,
that the Indebtedness represented by the Notes and all Preferred Stock (valued
at the greater of (x) the aggregate liquidation value thereof or (y) the
aggregate mandatory redemptions required to be made with respect thereto) of the
Company or any of its Subsidiaries shall be included in Total Debt.

Section 10.24. Minimum Interest Coverage Ratio.

     The Interest Coverage Ratio shall not, as of any Test Date during any
period set forth in the table below, be less than the ratio set forth opposite
such period in the table below:

<Table>
<Caption>
Period                                                       Ratio
------                                                       -----

<S>                                                          <C>
From the Issue Date until 12/30/01                           1.40x
12/31/01 - 12/30/02                                          1.65x
12/31/02 - 12/30/03                                          1.90x
12/31/03 - 12/30/04                                          2.15x
12/31/04 and thereafter                                      2.40x
</Table>

     Capitalized terms in this Section 10.24 have the meanings ascribed to them
in the Credit Facility in the form attached as Annex A hereto as amended by
Amendment and Waiver No. 1 in the form attached hereto as Annex C; provided,
that interest paid on the Notes in cash only and any mandatory dividend payments
with respect to any Preferred Stock of the Company or any of its Subsidiaries
shall be added to Consolidated Interest Expense.

Section 10.25. Limitation on Lines of Business.

     The Company will not engage in any business other than owning 100% of the
Capital Stock of Atrium and will not permit any Restricted Subsidiary to engage
in any business other than a Related Business or in connection with a Permitted
Receivables Transaction.

<PAGE>
                                      -85-

                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge of Indenture.

     This Indenture shall cease to be of further effect (except as to surviving
rights or registration of transfer or exchange of Notes herein expressly
provided for) and the Trustee, on written demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when either

     (i) (a) all Notes theretofore authenticated and delivered (other than (i)
  Notes which have been destroyed, lost or stolen and which have been replaced
  or paid as provided in Section 3.07 hereof and (ii) Notes for whose payment
  money has theretofore been deposited in trust or segregated and held in trust
  by the Company and thereafter repaid to the Company or discharged from such
  trust, as provided in Section 10.03) have been delivered to the Trustee for
  cancellation; or (b) all such Notes not theretofore delivered to the Trustee
  for cancellation have become due and payable and the Company has irrevocably
  deposited or caused to be deposited with the Trustee in trust an amount of
  money in dollars sufficient to pay and discharge the entire Indebtedness on
  such Notes not theretofore delivered to the Trustee for cancellation, for the
  principal of, premium, if any, and interest to the date of such deposit;

     (ii) the Company has paid or caused to be paid all other sums payable
  hereunder by the Company (other than amounts that become payable under Section
  6.07); and

     (iii) the Company has delivered to the Trustee (a) irrevocable instructions
  to apply the deposited money toward payment of the Notes at the Stated
  Maturities and the Redemption Dates thereof, and (b) an Officers' Certificate
  and an Opinion of Counsel each stating that all conditions precedent herein
  provided for relating to the satisfaction and discharge of this Indenture have
  been complied with (provided, that such Opinion of Counsel may rely as to
  matters of fact upon an Officer's Certificate).

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 11.01, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 10.03 shall survive.

Section 11.02. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 11.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly

<PAGE>
                                      -86-

or through any Paying Agent (including the Company acting as its own Paying
Agent), as the Trustee may determine, to the Persons entitled thereto, of the
principal of, premium, if any, and interest on the Notes for whose payment such
money has been deposited with the Trustee.

                                 ARTICLE TWELVE

                             [Intentionally Omitted]

                                ARTICLE THIRTEEN

                       REDEMPTIONS AND OFFERS TO PURCHASE

Section 13.01. Notice to Trustee.

     If the Company elects or is required to redeem Notes in accordance with the
terms thereof it shall furnish to the Trustee, at least 30 days but not more
than 60 days before notice of any redemption is to be mailed to Holders (or such
shorter times as may be satisfactory to the Trustee), an Officers' Certificate
stating that the Company has elected or is required to redeem Notes pursuant to
paragraph 2 of the Notes, the date notice of redemption is to be mailed to
Holders, the redemption date, the aggregate principal amount of Notes to be
redeemed, the redemption price for such Notes, the amount of accrued and unpaid
interest on such Notes as of the redemption date and the manner in which Notes
are to be selected for redemption if less than all Outstanding Notes are to be
redeemed. If the Trustee is not the Registrar, the Company shall, concurrently
with delivery of its notice to the Trustee of a redemption, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the name of, and the aggregate principal amount of Notes held by
each Holder.

     If the Company is required to offer to purchase Notes pursuant to Sections
10.11 or 10.16, it shall furnish to the Trustee, at least two Business Days
before notice of the corresponding Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Sections 10.11 or 10.16, as the case may be, the Change of Control Purchase Date
or the Net Available Cash Offer Purchase Date, the maximum principal amount of
Notes the Company is offering to purchase pursuant to such Offer, the purchase
price for such Notes, and the amount of accrued and unpaid interest on such
Notes as of the Change of Control Purchase Date or the Net Available Cash Offer
Purchase Date, as the case may be.

     The Company will also provide the Trustee with any additional information
that the Trustee reasonably requests in connection with any redemption or Offer.

<PAGE>
                                      -87-

Section 13.02. Selection of Notes To Be Redeemed or Purchased.

     In the event that less than all of the Notes are to be redeemed at any
time, selection of Notes for redemption shall be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
national securities exchange, on a pro rata basis; provided, however, that any
such redemption made with the net proceeds of a Equity Offering shall be made on
a pro rata basis or on as nearly a pro rata basis as practicable (subject to the
procedures of The Depository Trust Company or any other depositary). If any Note
is to be redeemed in part only, the notice of redemption that relates to such
Note will state the portion of the principal amount thereof to be redeemed. A
new Note in a principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original Note.

Section 13.03. Notice of Redemption.

     (a) At least 30 days but not more than 60 days before any redemption date,
the Company shall mail a notice of redemption by first class mail to each Holder
of Notes or portions thereof that are to be redeemed at its registered address.
With respect to any redemption of Notes, the notice shall identify the Notes or
portions thereof to be redeemed and shall state: (1) the redemption date; (2)
the redemption price for the Notes and the amount of unpaid and accrued interest
on such Notes as of the date of redemption; (3) the paragraph of the Notes
pursuant to which the Notes called for redemption are being redeemed; (4) if any
Note is being redeemed in part, the portion of the principal amount of such Note
to be redeemed and that, after the redemption date, upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion will be
issued; (5) the name and address of the Paying Agent; (6) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price for, and any accrued and unpaid interest on, such Notes; (7) that, unless
the Company defaults in making such redemption payment, interest on Notes called
for redemption ceases to accrue on and after the redemption date; and (8) that
no representation is made as to the correctness or accuracy of the CUSIP number
listed in such notice and printed on the Notes.

     (b) At the Company's request, the Trustee shall (at the Company's expense)
give the notice of any redemption to Holders; provided, however, that the
Company shall deliver to the Trustee, at least 45 days prior to the date of
redemption and at least 10 days prior to the date that notice of the redemption
is to be mailed to Holders, an Officers' Certificate that (i) requests the
Trustee to give notice of the redemption to Holders, (ii) sets forth the
information to be provided to Holders in the notice of redemption, as set forth
in the preceding paragraph, and (iii) sets forth the aggregate principal amount
of Notes to be redeemed and the amount of accrued and unpaid interest thereon as
of the redemption date. If the Trustee is not a Registrar, the Company shall,
concurrently with any such request, cause the Registrar to deliver to the
Trustee a certificate (upon which the Trustee may rely) setting forth the name
of, the address of, and the aggregate principal amount of Notes held by, each
Holder; provided further that any such

<PAGE>
                                      -88-

Officers' Certificate may be delivered to the Trustee on a date later than
permitted under this Section 13.03(b) if such later date is acceptable to the
Trustee.

Section 13.04. Effect of Notice of Redemption.

     Once notice of redemption is mailed, Notes called for redemption become due
and payable on the redemption date at the price set forth in the Note.

Section 13.05. Deposit of Redemption Price.

     (a) On or prior to any redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price
of, and accrued interest on, all Notes or portions thereof to be redeemed on
that date. After any redemption date, the Trustee or the Paying Agent shall
promptly return to the Company any money that the Company deposited with the
Trustee or the Paying Agent in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

     (b) If the Company complies with the preceding paragraph, interest on the
Notes or portions thereof to be redeemed will cease to accrue on such Notes or
portions thereof on the applicable redemption date, whether or not such Notes
are presented for payment, and the Holders of such Notes shall have no further
rights with respect to such Notes except for the right to receive the redemption
price plus unpaid interest on the Notes through the redemption date, upon
surrender of such Notes. If a Note is redeemed on or after an interest record
date but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business of such record date. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest will be
paid on the unpaid principal, premium, if any, and interest from the redemption
date until such principal, premium and interest is paid, at the rate of interest
provided in the Notes, the Registration Rights Agreement and Section 10.01.

Section 13.06. Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and the Trustee shall authenticate for the Holder of such Notes at the Company's
expense a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

Section 13.07. [Intentionally Omitted].

Section 13.08. Procedures Relating to Mandatory Offers.

     (a) On the Change of Control Purchase Date or the Net Available Cash Offer
Purchase Date, as the case may be, for any Offer the Company will (i) in the
case of an Offer resulting from a Change of Control, accept for payment all
Notes or portions thereof tendered pursuant to such Offer and, in the case of an
Offer resulting from one or more Asset Dispositions, accept for payment the
maximum principal amount of Notes or portions thereof

<PAGE>
                                      -89-

tendered pursuant to such Offer that can be purchased out of the Note Portion of
Unutilized Net Cash Proceeds from such Asset Dispositions to the extent provided
in Section 10.16, (ii) deposit with the Paying Agent the aggregate purchase
price of all Notes or portions thereof accepted for payment and any accrued and
unpaid interest on such Notes as of the Purchase Date, and (iii) deliver, or
cause to be delivered, to the Trustee all Notes tendered pursuant to the Offer,
together with an Officers' Certificate setting forth the name of each Holder
that tendered Notes and the principal amount of the Notes or portions thereof
tendered by each such Holder.

     (b) With respect to any Net Available Cash Offer, (i) if less than all of
the Notes tendered pursuant to such Offer are to be accepted for payment by the
Company for any reason consistent with this Indenture, the Trustee shall, in the
manner provided in Section 10.16, select on or prior to the Net Available Cash
Offer Purchase Date, the Notes or portions thereof to be accepted for payment
pursuant to Section 10.16, and (ii) if the Company deposits with the Paying
Agent on or prior to the Net Available Cash Offer Purchase Date, an amount
sufficient to purchase all Notes accepted for payment, interest shall cease to
accrue on such Notes on the Net Available Cash Offer Purchase Date; provided,
however, that if the Company fails to deposit an amount sufficient to purchase
all Notes accepted for payment, the deposited funds shall be used to purchase on
a pro rata basis all Notes accepted for payment and interest shall continue to
accrue on all Notes not purchased.

     (c) Promptly after consummation of an Offer, (i) the Paying Agent shall
either mail or transmit immediately available funds via a wire transfer, as may
be requested by a Holder, to each Holder of Notes or portions thereof accepted
for payment an amount equal to the purchase price for, plus any accrued and
unpaid interest on, such Notes, (ii) with respect to any tendered Note not
accepted for payment in whole or in part, the Trustee shall return such Note to
the Holder thereof, and (iii) with respect to any Note accepted for payment in
part, the Trustee shall authenticate and mail to each such Holder a new Note
equal in principal amount to the unpurchased portion of the tendered Note.

     (d) The Company will (i) publicly announce the results of the Offer to
Holders not later than the first Business Day after each Change of Control
Purchase Date or Net Available Cash Offer Purchase Date, as the case may be, and
(ii) as set forth in Section 10.11 and Section 10.16, comply with the applicable
tender offer rules and all other securities laws and regulations in connection
with any Offer.

     (e) The Company shall, at least five Business Days prior to the date notice
of any AHYDO Redemption (as defined in Exhibit A hereto) is required to be
given, provide to the Trustee a calculation of the principal amount of
Outstanding Notes to be redeemed pursuant to such AHYDO Redemption.

<PAGE>
                                      -90-

Section 13.09. Home Office Payment.

     So long as any Purchaser or its nominee shall be the Holder of any Note,
and notwithstanding anything contained in this Indenture or the Notes to the
contrary, the Issuer will pay all sums becoming due on the Notes for principal,
premium, if any, and interest to the Trustee or Paying Agent, as applicable, who
will distribute such sums to the Holders of the Notes by such method and at the
address set forth in Exhibit A to the Purchase Agreement or by such other method
or to such other address as may be provided to the Trustee or Registrar in
writing for such purpose from the Holders of the Notes, without the presentation
or surrender of any Note or the making of any notation thereon, except that upon
written request of the Trustee made concurrently with or reasonably promptly
after payment or prepayment in full of such Note, such Purchaser shall surrender
such Notes for cancellation reasonably promptly after any such request to the
Trustee at the Corporate Trust Office. Prior to any sale or other disposition of
any Note held by such Purchaser or its nominee such Purchaser will, at its
election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the
Trustee in exchange for a new Note or Notes pursuant to Section 3.06. The
benefits of this Section 13.09 will be afforded to any direct or indirect
transferee of any Note purchased by such Purchaser under this Agreement which
has made the same agreement relating to such Note as such Purchaser made in this
Section 13.09.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

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

COMPANY:                               ATRIUM CORPORATION

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


TRUSTEE:                               STATE STREET BANK AND TRUST COMPANY

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

<PAGE>

                                                                       EXHIBIT A

                               ATRIUM CORPORATION

                                   ----------

                 15% Senior Pay-In-Kind Notes due 2010, Series B

CUSIP No.
          ----------

No.                                                                 $
    -----------

     ATRIUM CORPORATION, a corporation incorporated under the laws of the State
of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________ or registered assigns, the principal
sum of _______________ Dollars on October 25, 2010, at the office or agency of
the Company referred to below. The Company hereby promises to pay interest
thereon on October 25 and April 25 (each an "Interest Payment Date") of each
year, commencing on October 25, 2001 accruing from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from April 25, 2001, at the rate, subject to increase as
provided below, of 15% per annum, until the principal hereof is paid or duly
provided for; provided, that during any time while a Default or Event of Default
has occurred and remains the interest rate shall increase to the greater of (i)
the interest rate then in effect plus 1% and (ii) the Prime Rate then in effect
(the "Default Interest").

     If the Ratio (as defined in the Indenture) as of March 31, 2002 (as derived
from financial statements prepared on or prior to May 15, 2002) is not equal to
or less than 3.75x, the interest rate on the Notes shall increase as of March
31, 2002 to 17% per annum; provided, that the interest rate on the Notes will
return to 15% per annum at such time and only for such time as the Ratio is
equal to or less than 3.75x; provided, however, that if the Ratio is greater
than 3.75x at any time thereafter, the interest rate will return to 17% per
annum, as of the last date of the period for which the Ratio was calculated,
until such time as the Ratio is equal to or less than 3.75x . Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

     Cash interest will begin to accrue on the Notes from April 25, 2001;
provided that, with respect to any Interest Payment Date on or prior to October
25, 2005, the Company will pay interest on such Interest Payment Date through
the issuance of additional Notes (valued at 100% of the principal amount
thereof) in an aggregate amount equal to the interest otherwise payable on such
Interest Payment Date; provided, however, if, at any time, an Event of Default
has occurred and payment on the Notes has been accelerated pursuant to Section
5.02 of the Indenture, then accrued and unpaid interest shall be payable in cash
only. The Company shall notify the Trustee (as defined in the Indenture) in
writing of its election to pay interest on this Note in cash not less than 10
nor more than 45 days prior to the Regular Record Date (as defined below) for
each Interest Payment Date on which cash interest will be paid. Additional

                                      A-1
<PAGE>

Notes shall have been registered pursuant to an effective Registration
Statement, shall contain no restrictive legend thereon, shall be governed by,
and entitled to the benefits of, the Indenture and shall be subject to the terms
of the Indenture and shall be subject to the same terms (including the rate of
interest from time to time payable thereon) as this Note (except, as the case
may be, with respect to the issuance date, the aggregate principal amount and
the payment of interest (i) scheduled and paid prior to or on the date of
issuance of such additional Notes or (ii) payable on the first Interest Payment
Date following such date of issuance).

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Notes is registered at the close of business on April 1 and October
1 (each a "Regular Record Date") of each year, whether or not a Business Day, as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the Notes, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a date for the
payment of such defaulted interest to be fixed by the Trustee (the "Special
Record Date"), notice of which shall be given to Holders of Notes not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.

     Payment of the principal of, premium, if any, and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan in The City of New York, State of New York, or at
such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Note Register.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof.

     Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture described on the
reverse side hereof, or be valid or obligatory for any purpose.

                  [Remainder of Page Intentionally Left Blank]

                                      A-2
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:                                 ATRIUM CORPORATION

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

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the 15% Senior Pay-In-Kind Notes due 2010, referred to in
the within-mentioned Indenture.

Dated:                                 [                           ], as Trustee

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

                                      A-3
<PAGE>

                              [REVERSE OF SECURITY]

     1. Indenture. This Note is one of a duly authorized issue of Notes of the
Company designated as its 15% Senior Pay-In-Kind Notes due 2010 (the "Notes").
The Notes are limited (except as otherwise provided in the Indenture referred to
below) to an aggregate principal amount of $39,237,500 and such additional
amount of Notes as may be paid as interest pursuant to Section 3.01 of the
Indenture (as defined) and the terms hereof, which may be issued under an
indenture (herein called the "Indenture") dated as of June 29, 2001, by and
between the Company and State Street Bank and Trust Company, as trustee (herein
called the "Trustee," which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the Trustee and
the Holders of the Notes, and of the terms upon which the Notes are, and are to
be, authenticated and delivered.

     All capitalized terms used in this Note that are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and the TIA for a
statement of such terms.

     Except as provided in Section 13.09 of the Indenture, no reference herein
to the Indenture and no provisions of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.

     2. Redemption. (a) Optional Redemption. The Company may redeem the Notes,
in whole at any time and in part (in a minimum principal amount of $1,000,000)
from time to time, during the twelve month period commencing on October 25 of
each year listed below and at the redemption prices (expressed as percentages of
principal) listed below, together with accrued and unpaid interest, if any, to
the date of redemption:

<Table>
<Caption>
         YEAR                                                                 REDEMPTION PRICE
         ----                                                                 ----------------
<S>                                                                           <C>
         2000.............................................................         108.0%
         2001.............................................................         107.0%
         2002.............................................................         106.0%
         2003.............................................................         105.0%
         2004.............................................................         104.0%
         2005.............................................................         103.0%
         2006.............................................................         102.0%
         2007.............................................................         101.0%
         2008 and Thereafter..............................................         100.0%
</Table>

                                      A-4
<PAGE>

     (b) AHYDO Redemption. On April 25, 2006 and each Interest Payment Date
thereafter, excluding the Interest Payment Date that falls on the Stated
Maturity Date, the Company shall redeem a principal amount of the Outstanding
Notes on such date on a pro rata basis at a redemption price of 100% of the
principal amount of the Notes so redeemed (the amount paid in order to redeem
such Notes, the "PIK Redemption Amount"), such that the sum of the PIK
Redemption Amount plus interest to be paid on such date with respect to all
Outstanding Notes equals the AHYDO Amount. The AHYDO Amount will equal the
excess of (i) the aggregate amount includible in gross income with respect to
the Notes (i.e., the amount of interest, including original issue discount
accrued with respect to the Notes) from the date of issuance of the Notes
through and including each accrual period of the Notes ending after the fifth
year of the issuance of the Notes (each, an "Accrual Period"), determined as set
forth in Section 163(i)(2)(A) of the Code, over (ii) the sum of (A) the product
of the issue price of the Notes and their annual yield to maturity (calculated
as twice the semi-annual yield to maturity ), determined as set forth in Section
163(i)(2)(B)(ii) of the Code, plus (B) the aggregate amount of interest payments
paid on the Notes before the close of each such Accrual Period (excluding the
PIK Redemption Amount and current interest payable in such Accrual Period),
determined as set forth in Section 163(i)(2)(B)(i) of the Code. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of Securities to be redeemed.

     If less than all the Notes are to be redeemed pursuant to the two
immediately preceding paragraphs and the third paragraph above, the Notes shall
be redeemed pro rata from each Holder.

     3. Offers to Purchase. Sections 10.11 and 10.16 of the Indenture provide
that upon the occurrence of a Change of Control and following certain Asset
Sales, and subject to certain conditions and limitations contained therein, the
Company shall make an offer to purchase all or a portion of the Notes in
accordance with the procedures set forth in the Indenture.

     4. Defaults and Remedies. If an Event of Default occurs and is continuing,
the principal of all of the Outstanding Notes, plus all accrued and unpaid
interest, if any, to and including the date the Notes are paid, may be declared
due and payable in the manner and with the effect provided in the Indenture.

     5. Defeasance. The Indenture contains provisions (which provisions apply to
this Note) for defeasance at any time of (a) the entire indebtedness of the
Company on this Note and (b) certain restrictive covenants and related Defaults,
in each case upon compliance by the Company with certain conditions set forth
therein.

                                      A-5
<PAGE>

     6. Amendments and Waivers. The Indenture permits, with certain exceptions
as provided therein, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of
more than 75% in aggregate principal amount of the Outstanding Notes. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Notes, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and
this Note and their consequences. Any such consent or waiver by or on behalf of
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.

     7. Denominations, Transfer and Exchange. The Notes are issuable only in
registered form without coupons in denominations of $1,000, other than Notes
paid as interest, in which case such Notes shall be issuable in denominations of
less than $1,000 to the extent necessary to pay all interest then due, and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Note Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained for such purpose in the Borough of Manhattan
in The City of New York, State of New York, or at such other office or agency of
the Company as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

     8. Persons Deemed Owners. Prior to and at the time of due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Company, the Trustee nor any agent shall be affected
by notice to the contrary.

     9. GOVERNING LAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE

                                      A-6
<PAGE>

LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW.

     The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: Atrium
Corporation, 1341 West Mockingbird Lane, Suite 1200W, Dallas, Texas 75247,
Attention: Chief Financial Officer.

                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

If you, the holder, want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to

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

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

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

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

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

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

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

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

                                      A-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have this Note purchased by the Company pursuant to Section
10.11 or 10.16 of the Indenture, check the appropriate box:

     Section 10.11 [ ]                 Section 10.16  [ ]

     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 10.11 or 10.16 of the Indenture, state the amount:

$
 --------------

Date:                 Your signature:
      ------------                    ------------------------------------------
                                      (Sign exactly as your name appears on the
                                      other side of this Note)

                                      By:
                                           -------------------------------------
                                           NOTICE: To be executed by an
                                           executive officer

Signature Guarantee:
                     ----------------

                                      A-9