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                                                           EXHIBIT 4.8

                                                           Execution Copy




                               RBX CORPORATION
                                  AS ISSUER

                                     AND

                          THE SUBSIDIARY GUARANTORS
                                 NAMED HEREIN

                                 $100,000,000

                           12% SENIOR SECURED NOTES
                             DUE JANUARY 15, 2003

                                _____________


                                  INDENTURE

                        DATED AS OF DECEMBER 11, 1997


                                _____________


                     STATE STREET BANK AND TRUST COMPANY
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                                   TRUSTEE
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          INDENTURE, dated as of December 11, 1997, among RBX Corporation, a
Delaware corporation (the "Company"), the Subsidiary Guarantors (as defined)
and State Street Bank and Trust Company, as trustee (the "Trustee").

          Each party agrees as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the 12% Series A Senior
Secured Notes due 2003 (the "Series A Notes") and the 12% Series B Senior
Secured Notes due 2003 (the "Series B Notes" and, together with the Series A
Notes, the "Notes"):


                                  ARTICLE 1
                        DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

Section 1.01    Definitions

          "144A Global Note" means a global note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

          "Account Debtor" means any Person who is or who may become obligated
to the Company or any Subsidiary under, with respect to, or on account of, an
Account.

          "Accounts" means any and all rights, title and interest of the
Company and its Subsidiaries to payment for goods and services sold or leased,
including any such right evidenced by chattel paper, whether due or to become
due, whether or not it has been earned by performance, and whether now or
hereafter acquired or arising in the future, including Accounts Receivable
from Affiliates of the Company and its Subsidiaries.

          "Accounts Receivable" means all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities
and guarantees with respect thereto, including any rights to stoppage in
transit, replevin, reclamation and resales, and all related security
interests, liens and pledges, whether voluntary or involuntary, in each case
whether now existing or owned or hereafter arising or acquired.

          "Accrued Bankruptcy Interest" means, with respect to any
Indebtedness, all interest accruing thereon after the filing of a petition by
or against the Company or any of its Subsidiaries under any Bankruptcy Law, in
accordance with and at the rate (including any rate applicable upon any
default or event of default, to the extent lawful) specified in the

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documents evidencing or governing such Indebtedness, whether or not the claim
for such interest is allowed as a claim after such filing in any proceeding
under such Bankruptcy Law.

          "Acquired Indebtedness" means, with respect to any specified
Person,  (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

          "Adjusted EBITDA" means, with respect to the Company and its
Subsidiaries for any period, the sum of, without duplication, (i) Consolidated
EBITDA for such period, plus (ii) all management fees paid or accrued to AIP
or its designee, but only to the extent that the obligation of the Company to
pay such management fee has been subordinated to the payment of all
Obligations with respect to the Notes (and any Subsidiary Guarantees thereof)
in the same manner and to the same degree that the Senior Subordinated Notes
are subordinated to the Obligations with respect to the Notes (and any
Subsidiary Guarantees), plus (iii) 100% of the aggregate net cash proceeds
received after the first day of such period and on or before the applicable
date of delivery of the Officers' Certificate set forth in Section 4.18 hereof
from the issue or sale of, or from additional capital contributions in respect
of, Equity Interests of the Company (other than Equity Interests sold to a
Subsidiary or an Unrestricted Subsidiary of the Company and other than
Disqualified Stock).

          "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, will mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of
a Person shall be deemed to be control.  Notwithstanding the foregoing, (a)
the limited partners of AIP Capital Funds shall not be deemed to be Affiliates
of AIP Capital Funds or AIP solely by reason of their investment in AIP
Capital Funds and (b) no Person (other than the Company or any Subsidiary of
the Company) in whom a Receivables Subsidiary makes an Investment in
connection with a Qualified Receivables Transaction shall be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

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

          "AIP" means American Industrial Partners, a Delaware general
partnership.

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          "AIP Capital Funds" means American Industrial Partners Capital Fund,
L.P., a Delaware limited partnership, and American Industrial Partners Capital
Fund II, L.P., a Delaware limited partnership.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer
or exchange.

          "Asset Sale" means (i) the sale, lease, conveyance or other
disposition that does not constitute a Restricted Payment or an Investment by
such Person of any of its non-cash assets (including, without limitation, by
way of a sale and leaseback and including the issuance, sale or other transfer
of any of the capital stock of any Subsidiary of such Person) other than to
the Company or to any of its Wholly Owned Subsidiaries that is a Subsidiary
Guarantor (including the receipt of proceeds of insurance paid on account of
the loss of or damage to any asset and awards of compensation for any asset
taken by condemnation, eminent domain or similar proceeding, and including the
receipt of proceeds of business interruption insurance); and (ii) the issuance
of Equity Interests in any Subsidiaries or the sale of any Equity Interests in
any Subsidiaries, in each case, in one or a series of related transactions,
provided, that notwithstanding the foregoing, the term "Asset Sale" shall not
include:  (a) the sale, lease, conveyance, disposition or other transfer of
all or substantially all of the assets of the Company, as permitted pursuant
to Section 5.01; (b) the sale or lease of equipment, inventory, accounts
receivable or other assets in the ordinary course of business consistent with
past practice and to the extent that such sales or leases are not part of the
sale of the business in which such equipment was used or in which such
inventory or accounts receivable arose; (c) a transfer of assets by the
Company to a Wholly Owned Subsidiary that is a Subsidiary Guarantor or by a
Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary
that is a Subsidiary Guarantor or by a Wholly Owned Subsidiary that is not a
Subsidiary Guarantor to another Wholly Owned Subsidiary that is not a
Subsidiary Guarantor; (d) an issuance of Equity Interests by a Wholly Owned
Subsidiary to the Company or to another Wholly Owned Subsidiary that is a
Subsidiary Guarantor, or by a Wholly Owned Subsidiary that is not a Subsidiary
Guarantor to another Wholly Owned Subsidiary that is not a Subsidiary
Guarantor, (e) the surrender or waiver of contract rights or the settlement,
release or surrender of contract, tort or other claims of any kind; (f) the
grant in the ordinary course of business of any non-exclusive license of
patents, trademarks, registrations therefor and other similar intellectual
property; (g) sales of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction" to a
Receivables Subsidiary for the fair market value thereof, including cash in an
amount at least equal to 75% of the book value thereof as determined in
accordance with GAAP, provided that such sales shall not exceed the lesser of
$25,000,000 or the outstanding balance under the New Credit Agreement, and
provided further that the entire proceeds of any such sale are used to repay
outstanding Indebtedness under the New Credit Agreement and permanently reduce
commitments thereunder; (h) Permitted Investments; or (i) transfers

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of accounts receivable and related assets of the type specified in the
definition of "Qualified Receivables Transaction" (or a fractional undivided
interest therein) by a Receivables Subsidiary in a Qualified Receivables
Transaction. For the purposes of clause (g), notes received in exchange for
the transfer of accounts receivable and related assets shall be deemed cash if
the Receivables Subsidiary or other payor is required to repay said notes as
soon as practicable from available cash collections less amounts required to
be established as reserves pursuant to contractual agreements with entities
that are not Affiliates of the Company entered into as part of a Qualified
Receivables Transaction.

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

          "Board Resolution" means a resolution duly adopted by the Board of
Directors of the Company.

          "Business Day" means any day other than a Legal Holiday.

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

          "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership,
partnership interests (whether general or limited) and (iv) 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, the issuing Person.

          "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities not more than twelve
months from the date of acquisition, (b) U.S. dollar denominated (or foreign
currency fully hedged) time deposits, certificates of deposit, Eurodollar time
deposits or Eurodollar certificates of deposit of (i) any domestic commercial
bank of recognized standing having capital and surplus in excess of
$100,000,000 or (ii) any bank whose short-term commercial paper rating from
S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1
or the equivalent thereof (any such bank being an "Approved Lender"), in each
case with maturities of not more than twelve months from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued by
any Approved Lender (or by the parent company thereof) or any variable rate
notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the
equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or
better by Moody's and maturing within twelve

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months of the date of acquisition, (d) repurchase agreements with a bank or
trust company or recognized securities dealer having capital and surplus in
excess of $100,000,000 for direct obligations issued by or fully guaranteed by
the United States of America in which the Company shall have a perfected first
priority security interest (subject to no other Liens) and having, on the date
of purchase thereof, a fair market value of at least 100% of the amount of
repurchase obligations, and (e) interests in money market mutual funds which
invest solely in assets or securities of the type described in subparagraphs
(a), (b), (c) or (d) hereof.

          "Cedel" means Cedel Bank, SA.

          "Change of Control" means such time as (i) prior to the initial
public offering by the Company or any direct or indirect parent of the Company
of its common stock (other than a public offering pursuant to a registration
statement on Form S-8), AIP Capital Funds and its Affiliates (collectively,
the "Initial Investors") cease to be, directly or indirectly, the beneficial
owners, in the aggregate, of at least 51% of the voting power of the voting
common stock of the Company or (ii) after the initial public offering by the
Company or any direct or indirect parent of the Company of its common stock
(other than a public offering pursuant to a registration statement on Form
S-8), (A) any Schedule 13D, Form 13F or Schedule 13G under the Exchange Act,
or any amendment to such Schedule or Form, is received by the Company which
indicates that, or the Company otherwise becomes aware that, a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act) has become, directly or indirectly, the "beneficial owner," by way of
merger, consolidation or otherwise, of 35% or more of the voting power of the
voting capital stock of the Company and (B) such person or group has become,
directly or indirectly, the beneficial owner of a greater percentage of the
voting capital stock of the Company than beneficially owned by the Initial
Investors, or (iii) the sale, lease or transfer of all or substantially all of
the assets of the Company to any person or group (other than a Subsidiary
Guarantor or the Initial Investors or their Related Parties (as defined
below)), or (iv) during any period of two consecutive calendar 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 Board of Directors of the Company or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors then still in office who either were 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 directors of
the Company, as the case may be, then in office.  "Related Party" with respect
to any Initial Investor means (A) any controlling stockholder, 80% (or more)
owned Subsidiary, or spouse, or immediate family member (in the case of any
individual) of such Initial Investor or (B) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or persons beneficially holding an 80% or more controlling interest of which
consist of such Initial Investor and/or such other persons referred to in the
immediately preceding clause (A).

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          "Collateral" means any assets of the Company or any Subsidiary
Guarantor defined as "Collateral," "Mortgaged Property," "Trust Property" or
the like in any of the Collateral Documents.

          "Collateral Account" means the collateral account established
pursuant to Section 11.01 of this Indenture.

          "Collateral Documents" mean, collectively, the Mortgages and Deeds
of Trust, the Company Pledge Agreement, the Company Security Agreement, the
Company Trademark Security Agreement, the Company Copyright Security
Agreement, the Company Patent Security Agreement, the Subsidiaries' Security
Agreement, the Subsidiaries' Pledge Agreement, the Subsidiaries' Trademark
Security Agreement, the Subsidiaries' Copyright Security Agreement, the
Subsidiaries' Patent Security Agreement, the Intercreditor Agreement and all
other pledges, agreements, instruments, financing statements, filing or other
documents that evidence, set forth or limit the Lien in favor of the Trustee
in the Collateral.

          "Company Copyright Security Agreement" means the Company Copyright
Security Agreement substantially in the form attached as Exhibit E to this
Indenture.

          "Company Patent Security Agreement" means the Company Patent
Security Agreement substantially in the form attached as Exhibit F to this
Indenture.

          "Company Pledge Agreement" means the Company Pledge Agreement
substantially in the form attached as Exhibit G to this Indenture.

          "Company Security Agreement" means the Company Security Agreement
substantially in the form attached as Exhibit H to this Indenture.

          "Company Trademark Security Agreement" means the Company Trademark
Security Agreement substantially in the form attached as Exhibit I to this
Indenture.

          "Consolidated EBITDA" means, with respect to the Company and its
Subsidiaries for any period, the sum of, without duplication, (i) the
Consolidated Net Income for such period, plus (ii) the Fixed Charges for such
period, plus (iii) provision for taxes based on income or profits for such
period (to the extent such income or profits were included in computing
Consolidated Net Income for such period), plus (iv) consolidated depreciation,
amortization and other non-cash charges of the Company and its Subsidiaries
required to be reflected as expenses on the books and records of the Company,
minus (v) cash payments with respect to any non-recurring, non-cash charges
previously added back pursuant to clause (iv), and (vi) excluding the impact
of foreign currency translations.  Notwithstanding the foregoing, the
provision for taxes based on the income or profits of, and the depreciation
and

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amortization and other non-cash charges of, a Subsidiary of a Person shall be
added to Consolidated Net Income to compute Consolidated EBITDA only to the
extent (and in the same proportion) that the Net Income of such Subsidiary was
included in calculating the Consolidated Net Income of such Person and only if
a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior approval (that has
not been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

          "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall
be included only to the extent of the amount of dividends or distributions
paid in cash to the referent Person or a Wholly Owned Subsidiary thereof that
is a Subsidiary Guarantor, (ii) the Net Income of any Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (which has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders,
(iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded, (iv) the cumulative effect of a change in accounting principles
shall be excluded, (v) the Net Income of, or any dividends or other
distributions from, any Unrestricted Subsidiary, to the extent otherwise
included, shall be excluded, whether or not distributed to the Company or one
of its Subsidiaries, and (vi) all other extraordinary gains and extraordinary
losses shall be excluded.

          "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common stockholders of
such Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within
twelve months after the acquisition of such business) subsequent to the date
of this Indenture in the book value of any asset owned by such Person or a
consolidated Subsidiary of such Person, (y) all Investments as of such date in
unconsolidated Subsidiaries and in Persons that are not Subsidiaries (except,
in each case, Permitted Investments), and

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(z) all unamortized debt discount and expense and unamortized deferred charges
as of such date, all of the foregoing determined in accordance with GAAP.

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

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

          "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.

          "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, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the Holder thereof, in whole or in part, on or prior to the
date on which the Notes mature.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Equity Offering" means an underwritten public offering pursuant to
a registration statement filed with the SEC in accordance with the Securities
Act of (i) Equity Interests (other than Disqualified Stock) of the Company or
(ii) Equity Interests (other than Disqualified Stock) of the Company's parent
or indirect parent corporation to the extent that the cash proceeds therefrom
are contributed to the equity capital of the Company or are used to purchase
Equity Interests (other than Disqualified Stock) of the Company.

          "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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          "Exchange Notes" means Series B Notes received by a Holder in the
Exchange Offer.

          "Exchange Offer" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange Series B Notes for
Series A Notes.

          "Existing Indebtedness" means the Indebtedness of the Company and
its Subsidiaries (other than Indebtedness under the New Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

          "Fixed Charges" means, with respect to any Person for any period,
the sum, without duplication, of (i) the consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization of original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers' acceptance financings, and net
payments (if any) pursuant to Hedging Obligations), and (ii) the consolidated
interest expense of such Person and its Subsidiaries that was capitalized
during such period, and (iii) any interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Subsidiaries or secured
by a Lien on assets of such Person or one of its Subsidiaries (whether or not
such Guarantee or Lien is called upon), and (iv) the product of (a) all cash
dividend payments (and non-cash dividend payments in the case of a Person that
is a Subsidiary) on any series of preferred stock of such Person payable to a
party other than the Company or a Wholly Owned Subsidiary, times (b) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, on a consolidated basis and in accordance
with GAAP.

          "Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of the Consolidated EBITDA of such Person and its
Subsidiaries for such period to the Fixed Charges of such Person and its
Subsidiaries for such period.  In the event that the Company or any of its
Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other
than revolving credit borrowings) or issues preferred stock subsequent to the
commencement of the four-quarter reference period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock,
as if the same had occurred at the beginning of the applicable four-quarter
reference period.  For purposes of making the computation referred to above,
(i) acquisitions that have been made by the Company or any of its
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter

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reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period, and (ii) the Consolidated EBITDA attributable
to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be
excluded, and (iii) the Fixed Charges attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, shall be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges shall not be
obligations of the referent Person or any of its Subsidiaries following the
Calculation Date.

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

          "General Intangibles" means all choses in action and causes of
action and all other assignable intangible personal property of the Company or
any of its Subsidiaries of every kind and nature now owned or hereafter
acquired by the Company or any of its Subsidiaries, including corporate or
other business records, indemnification claims, contract rights, any letter of
credit, guarantee, claim, security interest or other security held by or
granted to the Company or any of its Subsidiaries to secure payment by an
Account Debtor of any of the Accounts Receivable.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

          "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

          "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                                      10
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          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against
fluctuations in interest rates.

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

          "IAI Global Note" means the global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

          "Indebtedness" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet of such Person prepared in accordance with GAAP, as well
as all indebtedness of others secured by a Lien on any asset of such Person
(whether or not such indebtedness is assumed by such Person) and, to the
extent not otherwise included, the Guarantee by such Person of any
indebtedness of any other Person.

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

          "Independent Appraiser" means a person who in the course of its
business appraises property and (i) where real property is involved, who is a
member in good standing of the American Institute of Real Estate Appraisers,
recognized and licensed to do business in the jurisdiction where the
applicable real property is situated, (ii) who does not have a direct or
indirect financial interest in the Company and (iii) who, in the judgment of
the Board of Directors of the Company, is otherwise independent and qualified
to perform the tasks for which it is engaged.

          "Independent Financial Advisor" means a firm (a) which does not, and
whose directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company (it being understood that
securities of the Company acquired in the ordinary course of trading
operations shall not be deemed to give rise to such direct or indirect
financial interest in the Company) and (b) which, in the judgment of the Board
of

                                      11
<PAGE>

Directors of the Company, is otherwise independent and qualified to perform
the task for which it is to be engaged.

          "Initial Purchaser" means each of Donaldson, Lufkin & Jenrette
Securities Corporation and Chase Securities Inc., as initial purchasers of the
Series A Notes.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

          "Intercreditor Agreement" means the Intercreditor Agreement, dated
the date of this Indenture, between the Trustee and The Chase Manhattan Bank,
as agent for the lenders under the New Credit Agreement, substantially in the
form attached as Exhibit P hereto.

          "Inventory" means all goods of the Company or any of its
Subsidiaries, whether now owned or hereafter acquired, held for sale or lease,
or furnished or to be furnished by the Company or any of its Subsidiaries
under contracts of service, or consumed in the Company's or its Subsidiaries'
business, including raw materials, intermediates, work in process, packaging
materials, finished goods, semi-finished inventory, scrap inventory,
manufacturing supplies and spare parts, and all such goods that have been
returned to or repossessed by or on behalf of the Company or any of its
Subsidiaries.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities
by the Company for consideration consisting of common equity securities of the
Company or any direct or indirect parent of the Company shall not be deemed to
be an Investment.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or Hartford, Connecticut or at a place of
payment are authorized by law, regulation or executive order to remain
closed.  If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                                      12
<PAGE>

          "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or give a
security interest in and, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

          "Liquidated Damages" means all liquidated damages then owing
pursuant to the Registration Rights Agreement.

          "Moody's" means Moody's Investor Services.

          "Mortgages and Deed of Trust" means the Mortgages and Deeds of Trust
of even date herewith listed on Exhibit J to this Indenture, or such other
mortgages and deeds of trust in form and substance satisfactory to the
Trustee.

          "Net Award" means all proceeds, awards or payments for any
Collateral which is taken by eminent domain, expropriation or similar
governmental actions or sold pursuant to the exercise by the United States of
America or any State, municipality, province or other governmental authority
of any right which it may have to purchase, or to designate a purchaser or to
order a sale of, all or any part of the Collateral, in each case less
collection expenses.

          "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with (a) any Asset Sale
(including, without limitation, dispositions pursuant to sale and leaseback
transactions) or (b) the disposition of any securities by such Person or any
of its Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Subsidiaries and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

          "Net Insurance Proceeds" means the insurance proceeds (excluding
liability insurance proceeds payable to the Trustee for any loss, liability or
expense incurred by it) in respect of damage to, or the loss, destruction or
condemnation of, all or any portion of the Collateral, less collection costs.

                                      13
<PAGE>

          "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of
any non-cash consideration received in any Asset Sale), net of the direct
costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied
to the repayment of Indebtedness (other than the Notes, the Subsidiary
Guarantees or Indebtedness under the New Credit Agreement) secured by a Lien
on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

          "New Credit Agreement" means that certain Credit Agreement, dated as
of the date of this Indenture, by and among the Company, The Chase Manhattan
Bank, as agent, and the lenders parties thereto, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed,
refunded, replaced, restated or refinanced from time to time.

          "New Credit Agreement Collateral"  means the Accounts, Accounts
Receivable, Inventory and General Intangibles (to the extent related to
Accounts, Accounts Receivable and Inventory) of the Company and its
Subsidiaries and all proceeds thereof that are pledged as collateral for
Senior Revolving Debt under the New Credit Agreement.

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

          "Note Custodian" means the Trustee, as custodian with respect to the
Global Notes, or any successor entity thereto.

          "Obligations" means, when used in connection with any Indebtedness
or with reference to the documents evidencing or entered into with respect to
any Indebtedness (including, in the case of the Notes, the Collateral
Documents), any principal, interest

                                      14
<PAGE>

(including, in the case of the Notes, Liquidated Damages and Accrued Bankruptcy
Interest), penalties, premiums, fees, costs, expenses (including attorney's
fees), indemnifications, reimbursement obligations, damages (including
liquidated damages), liabilities (including liabilities for compensation and
contribution obligations and for breach of representations or warranties) and
other amounts (including obligations arising upon the exercise by any Person of
rights of redemption or rescission) payable at any time, and any other
obligations required to be performed at any time, whether now or in the future,
under the documentation governing such Indebtedness or entered into in
connection with or with respect to such Indebtedness or such documentation.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

          "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof.  The counsel may be an employee of or counsel to the Company,
any Subsidiary of the Company or the Trustee.

          "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

          "Permitted Investments" means (a) any Investments in the Company or
in a Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor and
that is engaged in the same or a similar line of business as the Company and
its Subsidiaries were engaged in on the date of this Indenture and reasonable
extensions or expansions thereof; (b) any Investment by the Company or a
Wholly Owned Subsidiary of the Company in a Receivables Subsidiary or any
Investment by a Receivables Subsidiary in any other Person in connection with
a Qualified Receivables Transaction; provided, that the foregoing Investment
is in the form of a note that the Receivables Subsidiary or other Person is
required to repay as soon as practicable from available cash collections less
amounts required to be established as reserves pursuant to contractual
agreements with entities that are not Affiliates of the Company entered into
as part of a Qualified Receivables Transaction; (c) any Investments in Cash
Equivalents; (d) Investments by the Company or any Subsidiary of the Company
in a Person if as a result of such Investment (i) such Person becomes a Wholly
Owned Subsidiary

                                      15
<PAGE>

of the Company that is engaged in the same or a similar line of business as
the Company and its Subsidiaries were engaged in on the date of this Indenture
and reasonable extensions or expansions thereof or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor and that
is engaged in the same or a similar line of business as the Company and its
Subsidiaries were engaged in on the date of this Indenture and reasonable
extensions or expansions thereof; (e) Investments made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.08; (f) Investments outstanding as of the
date of this Indenture; (g) Investments in the form of promissory notes of
members of the Company's management in consideration of the purchase by such
members of Equity Interests (other than Disqualified Stock) in the Company;
(h) Investments which constitute Existing Indebtedness of the Company of any
of its Subsidiaries; and (i) other Investments in any Person that do not
exceed $10,000,000 at any time outstanding.

          "Permitted Liens" means (i) Liens securing obligations under this
Indenture, the Notes, the Subsidiary Guarantees, the Registration Rights
Agreement and the Collateral Documents; (ii) Liens securing Senior Revolving
Debt in an aggregate principal amount at any time outstanding not to exceed
amounts permitted under Section 4.10; (iii) Liens in favor of the Company or
any Subsidiary Guarantor; (iv) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Subsidiary of the Company in accordance with the provisions of this Indenture;
provided that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of
the Person merged into or consolidated with the Company; (v) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary
of the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (vi) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;
(vii) Liens existing on the date of this Indenture; (viii) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (ix) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, or other similar Liens arising in the ordinary course of business
which are not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings diligently conducted; (x)
Liens of landlords or of mortgagees of landlords arising by operation of law,
provided that the rental payments secured thereby are not yet due and payable;
(xi) Liens incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to obligations that do not exceed
$5,000,000 at any one time outstanding and that (a) are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
(other than trade credit in the ordinary course of business) and (b) do not in
the aggregate

                                      16
<PAGE>

materially detract from the value of the property or materially impair the use
thereof in the operation of business by the Company or such Subsidiary; (xii)
Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types
of social security; (xiii) easements, rights-of-way, restrictions, minor
defects or irregularities in title and other similar charges or encumbrances
not interfering in any material respect with the business of the Company or
any of its Subsidiaries; (xiv) Purchase Money Liens (including extensions and
renewals thereof); (xv) Liens securing reimbursement obligations with respect
to letters of credit which encumber only documents and other property relating
to such letters of credit and the products and proceeds thereof; (xvi)
judgment and attachment Liens not giving rise to an Event of Default; (xvii)
Liens encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements; (xviii) Liens arising out of
consignment or similar arrangements for the sale of goods; (xix) any interest
or title of a lessor in property subject to any Capital Lease Obligation or
operating lease; (xx) Liens arising from filing Uniform Commercial Code
financing statements regarding leases; (xxi) Liens on assets of Subsidiaries
with respect to Acquired Indebtedness; and (xxii) Liens on assets of a
Receivables Subsidiary incurred in connection with a Qualified Receivables
Transaction.

          "Permitted Refinancing Debt" means any Indebtedness of the Company
or any of its Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund, other
Indebtedness of the Company or any of its Subsidiaries; provided that:  (i)
the principal amount of such Permitted Refinancing Indebtedness does not
exceed the principal amount of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of reasonable
expenses incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Company or by the Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

          "Primary Collateral" means all Collateral other than Secondary
Collateral.

                                      17
<PAGE>

          "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "Purchase Money Lien" means a Lien granted on an asset or property
to secure a Purchase Money Obligation permitted to be incurred under this
Indenture and incurred solely to finance the purchase, or the cost of
construction or improvement, of such asset or property; provided, however,
that such Lien encumbers only such asset or property and is granted within 180
days of such acquisition.

          "Purchase Money Obligations" of any Person means any obligations of
such Person to any seller or any other Person incurred or assumed to finance
the purchase, or the cost of construction or improvement, of real or personal
property to be used in the business of such Person or any of its Subsidiaries
in an amount that is not more than 100% of the cost, or fair market value, as
appropriate, of such property, and incurred within 180 days after the date of
such acquisition (excluding accounts payable to trade creditors incurred in
the ordinary course of business).

          "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

          "Qualified Receivables Transaction" means any transaction or series
of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may
sell, convey or otherwise transfer to (i) a Receivables Subsidiary (in the
case of a transfer by the Company or any of its Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or may
grant a security interest in, any accounts receivable (whether now existing or
arising in the future) of the Company or any of its Subsidiaries, and any
assets related thereto including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.

          "Receivables Subsidiary" means a Wholly Owned Subsidiary of the
Company which engages in no activities other than in connection with the
financing of accounts receivable and which is designated by the Board of
Directors of the Company (as provided below) as a Receivables Subsidiary (a)
no portion of the Indebtedness or any other Obligations (contingent or
otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the
Company (excluding guarantees of Obligations (other than the principal of, and
interest on, Indebtedness) pursuant to representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection
with a Qualified

                                      18
<PAGE>

Receivables Transaction), (ii) is recourse to or obligates the Company or any
Subsidiary of the Company in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Company or any Subsidiary of the
Company, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction, (b) with which neither
the Company nor any Subsidiary of the Company has any material contract,
agreement, arrangement or understanding other than on terms no less favorable
to the Company or such Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company, other than fees
payable in the ordinary course of business in connection with servicing
accounts receivable and (c) with which neither the Company nor any Subsidiary
of the Company has any obligation to maintain or preserve such Subsidiary's
financial condition or cause such Subsidiary to achieve certain levels of
operating results.  Any such designation by the Board of Directors of the
Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date of this Indenture, by and among the Company,
the Subsidiary Guarantors and the Initial Purchasers, as such agreement may be
amended, modified or supplemented from time to time.

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

          "Regulation S Global Note" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

          "Restricted Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

                                      19
<PAGE>

          "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

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

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

          "SEC" means the Securities and Exchange Commission.

          "Secondary Collateral" means Accounts, Accounts Receivable,
Inventory and General Intangibles (to the extent related to Accounts, Accounts
Receivable and Inventory) of the Company and its Subsidiaries.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Senior Revolving Debt" means the Indebtedness outstanding under the
New Credit Agreement as such agreement may be restated, further amended,
supplemented or otherwise modified or replaced, in whole or in part, from time
to time hereafter, together with any refunding or replacement of such
Indebtedness.

          "Senior Subordinated Notes" means the 11 1/4% Senior Subordinated
Notes due 2005 of the Company.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Exchange Act, as such Regulation is in effect on
the date hereof.

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock 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 such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination
thereof).  Unrestricted Subsidiaries shall not be included in the definition
of Subsidiary for any purposes of this Indenture (except, as the context may
otherwise require, for purposes of the definition of "Unrestricted
Subsidiary.")

          "Subsidiary Guarantors" means each of (i) Groendyk Manufacturing
Company, Inc., a Delaware corporation, Hoover-Hanes Rubber Custom Mixing
Corp., a

                                      20
<PAGE>

Delaware corporation, Midwest Rubber Custom Mixing Corp., a Delaware
corporation, OleTex Inc., a Delaware corporation, Rubatex Corporation, a
Delaware corporation,  Universal Polymer & Rubber Inc., a Delaware
corporation, Universal Rubber Company, a Delaware corporation, and Waltex
Corporation, a Delaware corporation, and (ii) any other Subsidiary that
executes a Subsidiary Guarantee in accordance with the provisions of this
Indenture, and their respective successors and assigns.

          "Subsidiaries' Copyright Security Agreement" means the Subsidiaries'
Copyright Security Agreement substantially in the form attached as Exhibit K
to this Indenture.

          "Subsidiaries' Patent Security Agreement" means the Subsidiaries'
Patent Security Agreement substantially in the form attached as Exhibit L to
this Indenture.

          "Subsidiaries' Pledge Agreement" means the Subsidiaries' Pledge
Agreement substantially in the form attached as Exhibit M to this Indenture.

          "Subsidiaries' Security Agreement" means the Subsidiaries' Security
Agreement substantially in the form attached as Exhibit N to this Indenture.

          "Subsidiaries' Trademark Security Agreement" means the Subsidiaries'
Trademark Security Agreement substantially in the form attached as Exhibit O
to this Indenture.

          "S&P" means Standard & Poor's Ratings Services.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

          "Transfer Restricted Notes" means securities that bear, or that are
required to bear, the Private Placement Legend.

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

          "Trust Monies" means all cash and Cash Equivalents received by the
Trustee (i) upon the release of Primary Collateral from the Lien of this
Indenture or the Collateral Documents, including all Primary Collateral
Proceeds (and amounts deemed, pursuant to this Indenture, to constitute
Primary Collateral Proceeds) and all moneys received in respect of the
principal of all purchase money, governmental and other obligations; (ii) as
Net Insurance Proceeds (subject to the Intercreditor Agreement); (iii)
pursuant to the Collateral Documents;

                                      21
<PAGE>

(iv) as proceeds of any sale or other disposition of all or any part of the
Primary Collateral by or on behalf of the Trustee or any collection, recovery,
receipt, appropriation or other realization of or from all or any part of the
Primary Collateral pursuant to this Indenture or any of the Collateral
Documents or otherwise; (v) which constitute Primary Collateral Proceeds or
are deemed pursuant to this Indenture to constitute Primary Collateral
Proceeds from any transaction which results in a Subsidiary Guarantor being
released from its Subsidiary Guarantee pursuant to this Indenture; or (vi) for
application as provided in the relevant provisions of this Indenture or any
Collateral Document or which disposition is not otherwise specifically
provided for in this Indenture or in any Collateral Document; provided,
however, that Trust Monies shall in no event include any property deposited
with the Trustee for any redemption, legal defeasance or covenant defeasance
of Notes, for the satisfaction and discharge of this Indenture or to pay the
purchase price of Notes pursuant to a Change of Control Offer.

          "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent Global Note in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "Unrestricted Subsidiary" means (i) any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to
a Board Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates
of the Company; (c) is a Person with respect to which neither the Company nor
any of its Subsidiaries has any direct or indirect obligation (x) to subscribe
for additional Equity Interests or (y) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any
of its Subsidiaries.  Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions and was permitted by Section 4.09.  If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Subsidiary of the Company as of
such date

                                      22
<PAGE>

(and, if such Indebtedness is not permitted to be incurred as of such date
under Section 4.10, the Company shall be in default of such covenant).  The
Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Subsidiary; provided that such designation shall be deemed
to be an incurrence of Indebtedness by a Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (i) such Indebtedness is permitted under Section
4.10, and (ii) no Default or Event of Default would be in existence following
such designation.

          "U.S. Person" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

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

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.
Unrestricted Subsidiaries shall not be included in the definition of Wholly
Owned Subsidiary for any purposes of this Indenture (except, as the context
may otherwise require, for purposes of the definition of "Unrestricted
Subsidiary.")

Section 1.02    Other Definitions
<TABLE>
<CAPTION>
     Term                       Defined in Section
     ----                       ------------------
     <S>                        <C>
     "Affiliate Transaction"            4.13
     "After-Acquired Property"         10.01
     "Asset Sale Offer"                 4.08
     "Asset Sale Offer Period"          4.08
     "Asset Sale Offer Amount"          4.08
     "Asset Sale Purchase Date"         4.08
     "Authentication Order"             2.02
     "Available Amount"                 4.08
</TABLE>
<PAGE>

<TABLE>
     <S>                               <C>
     "Bankruptcy Law"                   6.01
     "Benefitted Party"                12.01
     "Change of Control Offer"          4.07
     "Change of Control Offer Period"   4.07
     "Change of Control Payment"        4.07
     "Change of Control Purchase Date"  4.07
     "Company Obligations"              4.01
     "Company Order"                   10.05
     "Covenant Defeasance"              8.03
     "Custodian"                        6.01
     "DTC"                              2.03
     "Excess Proceeds"                  4.08
     "Guarantee Obligations"           12.01
     "Legal Defeasance"                 8.02
     "Non-Primary Collateral Proceeds"  4.08
     "Paying Agent"                     2.03
     "Payment Blockage Notice"         10.03
     "Payment Default"                  6.01
     "Primary Collateral Proceeds"      4.08
     "Released Collateral"             10.05
     "Released Property"               10.05
     "Released Trust Monies"           11.04
     "Released Trust Monies Notice"    11.04
     "Registrar"                        2.03
     "Replacement Assets"               4.08
     "Restricted Payments"              4.09
     "Title Policy"                    10.02
     "Valuation Date"                  10.05
</TABLE>

Section 1.03    Incorporation by Reference of Trust Indenture Act

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

                                      24
<PAGE>

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

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

          "obligor" on the Notes means the Company and any successor obligor
upon the Notes.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the
TIA have the meanings so assigned to them.

Section 1.04    Rules of Construction

          Unless the context otherwise requires:

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

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

          (3)     "or" is not exclusive;

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

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

          (6)     references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.


                                  ARTICLE 2
                                  THE NOTES

Section 2.01    Form and Dating

                                      25
<PAGE>

          (a)  General.  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.  Each Note shall be dated the date of its
authentication.  The Notes shall be in denominations of $1,000 and integral
multiples thereof.

          The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company, the
Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.

          (b)  Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto).  Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto).  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions.  Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby
shall be made by the Trustee or the Note Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

          (c) Euroclear and Cedel Procedures Applicable.  The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel
Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Cedel Bank.

Section 2.02    Execution and Authentication

     Two Officers shall sign the Notes for the Company by manual or facsimile
signature.  The Company's seal shall be reproduced on the Notes and may be in
facsimile form.  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless
be valid.  A Note shall not be valid until authenticated by the manual
signature of the Trustee.  The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.  The Trustee shall, upon

                                      26
<PAGE>

a written order of the Company signed by two Officers (an "Authentication
Order"), authenticate Notes for original issue up to the aggregate principal
amount stated in paragraph 4 of the Notes.  The aggregate principal amount of
Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof.  The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  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
Holders or an Affiliate of the Company.

Section 2.03    Registrar and Paying Agent

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Notes and of their transfer and
exchange.  The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term "Registrar" includes any co-registrar and
the term "Paying Agent" includes any additional paying agent.  The Company may
change any Paying Agent or Registrar without notice to any Holder.  The
Company shall notify the Trustee in writing of the name and address of any
Agent not a party to this Indenture.  If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Note Custodian with respect to the Global Notes.

Section 2.04    Paying Agent to Hold Money in Trust

          The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment
of principal, premium or Liquidated Damages, if any, or interest on the Notes,
and will notify the Trustee of any default by the Company in making any such
payment.  While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.  If the Company or
a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

                                      27
<PAGE>

Section 2.05    Holder Lists

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a).  If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days 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 Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06    Transfer and Exchange

          (a)  Transfer and Exchange of Global Notes.  A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  All Global
Notes will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee.  Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee.  Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note.  A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b),(c) or
(f) hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act.  Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well
as one or more of the other following subparagraphs, as applicable:

                                      28
<PAGE>

               (i)  Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Global Note may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note.  No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section
2.06(b)(i).

               (ii)  All Other Transfers and Exchanges of Beneficial Interests
in Global Notes.  In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) above, the transferor of
such beneficial interest must deliver to the Registrar either (A) (1) a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase or (B) (1) a written order from a Participant or
an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange
referred to in (B)(1) above.   Upon consummation of an Exchange Offer by the
Company in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the instructions contained in the Letter of Transmittal delivered
by the Holder of such beneficial interests in the Restricted Global Notes.
Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.

               (iii)  Transfer of Beneficial Interests to Another Restricted
Global Note.  A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.06(b)(ii) above and the Registrar receives the
following:

                                      29
<PAGE>

                       (A)     if the transferee will take delivery in the
     form of a beneficial interest in the 144A Global Note, then the
     transferor must deliver a certificate in the form of Exhibit B hereto,
     including the certifications in item (1) thereof;

                       (B)     if the transferee will take delivery in the
     form of a beneficial interest in the Regulation S Global Note, then the
     transferor must deliver a certificate in the form of Exhibit B hereto,
     including the certifications in item (2) thereof; and

                       (C)     if the transferee will take delivery in the
     form of a beneficial interest in the IAI Global Note, then the transferor
     must deliver a certificate in the form of Exhibit B hereto, including the
     certifications and certificates and Opinion of Counsel required by item
     (3)(d) thereof, if applicable.

               (iv)  Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted Global
Note.  A beneficial interest in any Restricted Global Note may be exchanged by
any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(ii) above and:

                       (A)     such exchange or transfer is effected pursuant
     to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer, certifies
in the applicable Letter of Transmittal that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a
Person who is an affiliate (as defined in Rule 144) of the Company;

                       (B)     such transfer is effected pursuant to the Shelf
     Registration Statement in accordance with the Registration Rights
     Agreement;

                       (C)     such transfer is effected by a Restricted
     Broker-Dealer pursuant to the Exchange Offer Registration Statement in
     accordance with the Registration Rights Agreement; or

                       (D)     the Registrar receives the following: (1) if
     the holder of such beneficial interest in a Restricted Global Note
     proposes to exchange such beneficial interest for a beneficial interest
     in an Unrestricted Global Note, a certificate from such holder in the
     form of Exhibit C hereto, including the certifications in item (1)(a)
     thereof; or (2) if the holder of such beneficial interest in

                                      30
<PAGE>

     a Restricted Global Note proposes to transfer such beneficial interest to
     a Person who shall take delivery thereof in the form of a beneficial
     interest in an Unrestricted Global Note, a certificate from such holder
     in the form of Exhibit B hereto, including the certifications in item (4)
     thereof; and, in each such case set forth in this subparagraph (D), if
     the Registrar so requests or if the Applicable Procedures so require, an
     Opinion of Counsel in form reasonably acceptable to the Registrar to the
     effect that such exchange or transfer is in compliance with the
     Securities Act and that the restrictions on transfer contained herein and
     in the Private Placement Legend are no longer required in order to
     maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.Beneficial interests in an Unrestricted Global
Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note.

          (c)  Transfer or Exchange of Beneficial Interests for Definitive
Notes.

               (i) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes.  If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:

                  (A)     if the holder of such beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest
        for a Restricted Definitive Note, a certificate from such holder in
        the form of Exhibit C hereto, including the certifications in item
        (2)(a) thereof;

                  (B)     if such beneficial interest is being transferred to
        a QIB in accordance with Rule 144A under the Securities Act, a
        certificate to the effect set forth in Exhibit B hereto, including the
        certifications in item (1) thereof;

                  (C)     if such beneficial interest is being transferred to
        a Non-U.S. Person in an offshore transaction in accordance with Rule
        903 or Rule 904 under the Securities Act, a certificate to the effect
        set forth in Exhibit B hereto, including the certifications in item
        (2) thereof;

                                      31
<PAGE>

                  (D)     if such beneficial interest is being transferred
        pursuant to an exemption from the registration requirements of the
        Securities Act in accordance with Rule 144 under the Securities Act, a
        certificate to the effect set forth in Exhibit B hereto, including the
        certifications in item (3)(a) thereof;

                  (E)     if such beneficial interest is being transferred to
        the Company or any of its Subsidiaries, a certificate to the effect
        set forth in Exhibit B hereto, including the certifications in item
        (3)(b) thereof; or

                  (F)     if such beneficial interest is being transferred
        pursuant to an effective registration statement under the Securities
        Act, a certificate to the effect set forth in Exhibit B hereto,
        including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.02, the Trustee shall authenticate and deliver to
the Person designated in the instructions a Restricted Definitive Note in the
appropriate principal amount.  Any Restricted Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant.  The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

               (ii) Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes.  A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if:

                       (A)     such exchange or transfer is effected pursuant
        to the Exchange Offer in accordance with the Registration Rights
        Agreement and the holder of such beneficial interest, in the case of
        an exchange, or the transferee, in the case of a transfer, certifies
        in the applicable Letter of Transmittal that it is not (1) a
        broker-dealer, (2) a Person participating in the distribution of the
        Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
        144) of the Company;

                                      32
<PAGE>

                       (B)     such transfer is effected pursuant to the Shelf
        Registration Statement in accordance with the Registration Rights
        Agreement;

                       (C)     such transfer is effected by a Restricted
        Broker-Dealer pursuant to the Exchange Offer Registration Statement in
        accordance with the Registration Rights Agreement; or

                       (D)     the Registrar receives the following: (1) if
        the holder of such beneficial interest in a Restricted Global Note
        proposes to exchange such beneficial interest for a Definitive Note
        that does not bear the Private Placement Legend, a certificate from
        such holder in the form of Exhibit C hereto, including the
        certifications in item (1)(b) thereof; or (2) if the holder of such
        beneficial interest in a Restricted Global Note proposes to transfer
        such beneficial interest to a Person who shall take delivery thereof
        in the form of a Definitive Note that does not bear the Private
        Placement Legend, a certificate from such holder in the form of
        Exhibit B hereto, including the certifications in item (4) thereof;
        and, in each such case set forth in this subparagraph (D), if the
        Registrar so requests or if the Applicable Procedures so require, an
        Opinion of Counsel in form reasonably acceptable to the Registrar to
        the effect that such exchange or transfer is in compliance with the
        Securities Act and that the restrictions on transfer contained herein
        and in the Private Placement Legend are no longer required in order to
        maintain compliance with the Securities Act.

               (iii)  Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes.  If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the applicable Unrestricted Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Company shall execute and, upon receipt of an
Authentication Order pursuant to Section 2.02, the Trustee shall authenticate
and deliver to the Person designated in the instructions an Unrestricted
Definitive Note in the appropriate principal amount.  Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant.  The Trustee shall deliver such
Unrestricted Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Unrestricted Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the
Private Placement Legend.

                                      33
<PAGE>

          (d)  Transfer and Exchange of Definitive Notes for Beneficial
Interests.

               (i) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes.  If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted
Global Note or to transfer such Restricted Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following
documentation:

                       (A)     if the Holder of such Restricted Definitive
        Note proposes to exchange such Note for a beneficial interest in a
        Restricted Global Note, a certificate from such Holder in the form of
        Exhibit C hereto, including the certifications in item (2)(b) thereof;

                       (B)     if such Restricted Definitive Note is being
        transferred to a QIB in accordance with Rule 144A under the Securities
        Act, a certificate to the effect set forth in Exhibit B hereto,
        including the certifications in item (1) thereof;

                       (C)     if such Restricted Definitive Note is being
        transferred to a Non-U.S. Person in an offshore transaction in
        accordance with Rule 903 or Rule 904 under the Securities Act, a
        certificate to the effect set forth in Exhibit B hereto, including the
        certifications in item (2) thereof;

                       (D)     if such Restricted Definitive Note is being
        transferred pursuant to an exemption from the registration
        requirements of the Securities Act in accordance with Rule 144 under
        the Securities Act, a certificate to the effect set forth in Exhibit B
        hereto, including the certifications in item (3)(a) thereof;

                       (E)     if such Restricted Definitive Note is being
        transferred to the Company or any of its Subsidiaries, a certificate
        to the effect set forth in Exhibit B hereto, including the
        certifications in item (3)(b) thereof;

                       (F)     if such Restricted Definitive Note is being
        transferred pursuant to an effective registration statement under the
        Securities Act, a certificate to the effect set forth in Exhibit B
        hereto, including the certifications in item (3)(c) thereof; or

                       (G)     if such Restricted Definitive Note is being
        transferred to an Institutional Accredited Investor in reliance on an
        exemption from the registration requirements of the Securities Act
        other than those listed in subparagraphs (B) through (D) above, a
        certificate to the effect set forth in Exhibit

                                      34
<PAGE>

        B hereto, including the certifications, certificates and Opinion of
        Counsel required by item (3)(d) thereof, if applicable;

the Trustee shall cancel the Restricted Definitive Note, increase or cause to
be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B)
above, the 144A Global Note, in the case of clause (D) above, the Regulation S
Global Note, and in all other cases, the IAI Global Note.

               (ii)  Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:

                       (A)     such exchange or transfer is effected pursuant
        to the Exchange Offer in accordance with the Registration Rights
        Agreement and the Holder, in the case of an exchange, or the
        transferee, in the case of a transfer, certifies in the applicable
        Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
        participating in the distribution of the Exchange Notes or (3) a
        Person who is an affiliate (as defined in Rule 144) of the Company;

                       (B)     such transfer is effected pursuant to the Shelf
        Registration Statement in accordance with the Registration Rights
        Agreement;

                       (C)     such transfer is effected by a Restricted
        Broker-Dealer pursuant to the Exchange Offer Registration Statement in
        accordance with the Registration Rights Agreement; or

                       (D)     the Registrar receives the following: (1) if
        the Holder of such Restricted Definitive Notes proposes to exchange
        such Notes for a beneficial interest in the Unrestricted Global Note,
        a certificate from such Holder in the form of Exhibit C hereto,
        including the certifications in item (1)(c) thereof; or (2) if the
        Holder of such Restricted Definitive Notes proposes to transfer such
        Notes to a Person who shall take delivery thereof in the form of a
        beneficial interest in the Unrestricted Global Note, a certificate
        from such Holder in the form of Exhibit B hereto, including the
        certifications in item (4) thereof; and, in each such case set forth
        in this subparagraph (D), if the Registrar so requests or if the
        Applicable Procedures so require, an Opinion of Counsel in form
        reasonably acceptable to the Registrar to the effect that such
        exchange or transfer is in compliance with the Securities Act and that
        the restrictions on transfer contained herein and in the Private
        Placement Legend are no longer required in order to maintain
        compliance with the Securities Act.  Upon satisfaction of the
        conditions of any of the subparagraphs in

                                      35
<PAGE>

        this Section 2.06(d)(ii), the Trustee shall cancel the Restricted
        Definitive Notes so transferred or exchanged and increase or cause to
        be increased the aggregate principal amount of the Unrestricted Global
        Note.

               (iii)  Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes. If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

          (e)  Transfer and Exchange of Definitive Notes for Definitive
Notes.  Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes.  Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied
by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing.
In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

               (i)  Restricted Definitive Notes to Restricted Definitive
Notes.  Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:

                       (A)     if the transfer will be made pursuant to Rule
        144A under the Securities Act, then the transferor must deliver a
        certificate in the form of Exhibit B hereto, including the
        certifications in item (1) thereof;

                       (B)     if the transfer will be made pursuant to Rule
        903 or Rule 904, then the transferor must deliver a certificate in the
        form of Exhibit B hereto, including the certifications in item (2)
        thereof; and

                       (C)     if the transfer will be made pursuant to any
        other exemption from the registration requirements of the Securities
        Act, then the

                                      36
<PAGE>

        transferor must deliver a certificate in the form of Exhibit B hereto,
        including the certifications, certificates and Opinion of Counsel
        required by item (3) thereof, if applicable.

               (ii)  Restricted Definitive Notes to Unrestricted Definitive
Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof
for an Unrestricted Definitive Note or transferred to a Person or Persons who
take delivery thereof in the form of an Unrestricted Definitive Note if:

                       (A)     such exchange or transfer is effected pursuant
        to the Exchange Offer in accordance with the Registration Rights
        Agreement and the Holder, in the case of an exchange, or the
        transferee, in the case of a transfer, certifies in the applicable
        Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
        participating in the distribution of the Exchange Notes or (3) a
        Person who is an affiliate (as defined in Rule 144) of the Company;

                       (B)     any such transfer is effected pursuant to the
        Shelf Registration Statement in accordance with the Registration
        Rights Agreement;

                       (C)     any such transfer is effected by a Restricted
        Broker-Dealer pursuant to the Exchange Offer Registration Statement in
        accordance with the Registration Rights Agreement; or

                       (D)     the Registrar receives the following: (1) if
        the Holder of such Restricted Definitive Notes proposes to exchange
        such Notes for an Unrestricted Definitive Note, a certificate from
        such Holder in the form of Exhibit C hereto, including the
        certifications in item (1)(d) thereof; or (2) if the Holder of such
        Restricted Definitive Notes proposes to transfer such Notes to a
        Person who shall take delivery thereof in the form of an Unrestricted
        Definitive Note, a certificate from such Holder in the form of Exhibit
        B hereto, including the certifications in item (4) thereof; and, in
        each such case set forth in this subparagraph (D), if the Registrar so
        requests, an Opinion of Counsel in form reasonably acceptable to the
        Company to the effect that such exchange or transfer is in compliance
        with the Securities Act and that the restrictions on transfer
        contained herein and in the Private Placement Legend are no longer
        required in order to maintain compliance with the Securities Act.

               (iii)  Unrestricted Definitive Notes to Unrestricted Definitive
Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note.  Upon receipt of a request to register such a transfer, the Registrar
shall register the Unrestricted Definitive Notes pursuant to the instructions
from the Holder thereof.

                                      37
<PAGE>

          (f)  Exchange Offer.  Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and, upon receipt of an
Authentication Order pursuant to Section 2.02, the Trustee shall authenticate
and deliver to the Persons designated by the Holders of Definitive Notes so
accepted Definitive Notes in the appropriate principal amount.

          (g)  Legends.  The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i)  Private Placement Legend.

                       (A)     Except as permitted by subparagraph (B) below,
        each Global Note and each Definitive Note (and all Notes issued in
        exchange therefor or substitution thereof) shall bear the legend in
        substantially the following form:

        "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND,
        ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
        TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
        BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
        SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
        HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
        INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
        ACT) (A "QIB"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
        TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
        OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
        RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
        ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR

                                      38
<PAGE>

        OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS
        SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
        QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (c) IN AN OFFSHORE
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE
        SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
        144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH
        TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
        REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF
        TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
        THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
        PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
        ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
        SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
        OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
        OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO
        EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
        NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  AS USED HEREIN,
        THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"  HAVE THE
        MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
        SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE
        TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION
        OF THE FOREGOING."

                       (B)     Notwithstanding the foregoing, any Global Note
        or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
        (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
        2.06 (and all Notes issued in exchange therefor or substitution
        thereof) shall not bear the Private Placement Legend.

               (ii) Global Note Legend.  Each Global Note shall bear a legend
in substantially the following form:

        "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
        INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN

                                      39
<PAGE>

        CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
        TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
        TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
        SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
        IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
        (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
        CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
        GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
        PRIOR WRITTEN CONSENT OF THE COMPANY."

          (h)  Cancellation and/or Adjustment of Global Notes.  At such time
as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed,
repurchased or cancelled in whole and not in part, each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with
Section 2.11 hereof.  At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (i)  General Provisions Relating to Transfers and Exchanges.

               (i)     To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order.

               (ii)    No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.06, 4.07 and 4.08 hereof.

                                      40
<PAGE>

               (iii)   The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

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

               (v)     The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business on
the day of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part or (c) to register the transfer of or to
exchange a Note between a record date and the next succeeding interest payment
date.

               (vi)    Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.

               (vii)   The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof.

               (viii)  All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by
facsimile.

                                      41
<PAGE>

Section 2.07    Replacement Notes

          If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the
Trustee's requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The Company may charge for its expenses in
replacing a Note.  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

Section 2.08    Outstanding Notes

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by
the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding.  Except as set forth in Section 2.09 hereof,
a Note does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Note.  If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser. If
the principal amount of any Note is considered paid under Section 4.01 hereof,
it ceases to be outstanding and interest on it ceases to accrue. If the Paying
Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or the maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09    Treasury Notes

          In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by
the Company, or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

                                      42
<PAGE>

Section 2.10    Temporary Notes

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes.  Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

Section 2.11    Cancellation

          The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy cancelled Notes (subject to the record retention requirement of
the Exchange Act).  Certification of the destruction of all cancelled Notes
shall be delivered to the Company.  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12    Defaulted Interest

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof.  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.  The Company shall fix or cause to
be fixed each such special record date and payment date, provided that no such
special record date shall be less than 10 days prior to the related payment
date for such defaulted interest.  At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed
to Holders a notice that states the special record date, the related payment
date and the amount of such interest to be paid.


                                  ARTICLE 3
                                  REDEMPTION

Section 3.01    Notices to Trustee

                                      43
<PAGE>

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days (unless a shorter period is acceptable to the Trustee) but
not more than 60 days before a redemption date, an Officers' Certificate
setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

Section 3.02    Selection of Notes to Be Redeemed

          If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes
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 so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate.  In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously
called for redemption.

          The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed.  Notes and
portions of Notes selected shall be in amounts of $1,000 or integral multiples
of $1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not an
integral multiple of $1,000, shall be redeemed.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called
for redemption also apply to portions of Notes called for redemption.

Section 3.03    Notice of Redemption

          At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

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

          (a)     the redemption date;

          (b)     the redemption price;

          (c)     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

                                      44
<PAGE>

        surrender of such Note, a new Note or Notes in principal amount equal
        to the unredeemed portion shall be issued upon cancellation of the
        original Note;

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

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

          (f)     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;

          (g)     the paragraph of the Notes and/or Section of this Indenture
        pursuant to which the Notes called for redemption are being redeemed;
        and

          (h)     that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that
the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.

Section 3.04    Effect of Notice of Redemption

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may not be
conditional.

Section 3.05   Deposit of Redemption Price

          One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent immediately available funds
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date.  The Trustee or the Paying Agent shall promptly
return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption.  If a Note is
redeemed on or after an interest record date but on

                                      45
<PAGE>

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 on 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 shall be paid on
the unpaid principal, from the redemption date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06    Notes Redeemed in Part

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

Section 3.07    Optional Redemption

          The Company shall not have the option to redeem the Notes pursuant
to this Section 3.07 prior to July 15, 1999.  Thereafter, the Company shall
have the option to redeem the Notes, in whole or in part, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed prior to maturity and after the
respective dates indicated below:

<TABLE>
<CAPTION>
     DATE                             PERCENTAGE
     ----                             ----------
     <S>                              <C>
     July 15, 1999                      103.0%
     January 15, 2000                   104.5%
     January 15, 2001                   106.0%
     January 15, 2002                   107.5%
</TABLE>

Section 3.08    No Mandatory Redemption

          The Company shall not be required to make mandatory redemption
payments with respect to the Notes.


                                  ARTICLE 4
                                  COVENANTS

Section 4.01    Payment of Notes

                                      46
<PAGE>

          The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
the Notes.  Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.  The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.  The
Company's Obligations under the Notes, the Indenture, the Registration Rights
Agreement and the Collateral Documents are referred to herein as the "Company
Obligations."

          The Company shall pay interest (including Accrued Bankruptcy
Interest in any proceeding under any Bankruptcy Law) on overdue principal at
the rate equal to 1% per annum in excess of the then applicable interest rate
on the Notes to the extent lawful; it shall pay interest (including Accrued
Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.

Section 4.02    Maintenance of Office or Agency

          The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served.  The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.  If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations;
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
Borough of Manhattan, the City of New York for such purposes.  The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

Section 4.03    Reports

                                      47
<PAGE>

          (a)  Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Trustee and all Holders (i) all quarterly and annual financial information
that would be required to be contained in a filing with the SEC on Forms 10-Q
and 10-K if the Company were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants and (ii) all reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports.  In addition, whether or not required by the
rules and regulations of the SEC, the Company shall file a copy of all such
information with the SEC for public availability (unless the SEC will not
accept such a filing) and shall promptly make such information available to
all securities analysts and prospective investors upon request.

          (b)  For so long as any Transfer Restricted Notes remain
outstanding, the Company and the Subsidiary Guarantors shall furnish to the
Trustee and all Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04    Compliance Certificate

          (a)     The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries 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 further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of
the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.

          (b)     So long as not contrary to the then current recommendations
of the American Institute of Certified Public Accountants, the year-end
financial statements delivered pursuant to Section 4.03(a) hereof shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to
believe that the

                                      48
<PAGE>

Company has violated any provisions of Article 4 or Article 5 hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of
any such violation.

          (c)     The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes
to take with respect thereto.

Section 4.05    Taxes

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.

Section 4.06    Stay, Extension and Usury Laws

          The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and covenants that it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

Section 4.07    Change of Control

          Upon the occurrence of a Change of Control, the Company shall offer
to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon to the date of purchase (the "Change of Control
Payment").  Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes pursuant to
the procedures required by this Indenture and described in such notice.  The
Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with the repurchase of
the Notes as a result of a Change of Control.

                                      49
<PAGE>

          The Change of Control Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Change of Control
Offer Period").  No later than five Business Days after the termination of the
Offer Period (the "Change of Control Purchase Date"), the Company shall
purchase all Notes tendered in response to the Change of Control Offer.
Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

          If the Change of Control Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued
and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Change
of Control Offer.

          Upon the commencement of a Change of Control Offer, the Company
shall send, by first class mail, a notice to each of the Holders, with a copy
of each such notice to the Trustee.  The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer.  The Change of Control Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Change of Control
Offer, shall state:

          (a)     that the Change of Control Offer is being made pursuant to
        this covenant and the length of time the Change of Control Offer shall
        remain open;

          (b)     the purchase price and the Change of Control Purchase Date;

          (c)     that any Note not tendered or accepted for payment shall
        continue to accrue interest;

          (d)     that, unless the Company defaults in making such payment,
        any Note accepted for payment pursuant to the Change of Control Offer
        shall cease to accrue interest after the Change of Control Purchase
        Date;

          (e)     that Holders electing to have a Note purchased pursuant to
        any Change of Control Offer shall be required to surrender the Note,
        with the form entitled "Option of Holder to Elect Purchase" on the
        reverse of the Note completed, or transfer by book-entry transfer, to
        the Company, a Depositary, if appointed by the Company, or a Paying
        Agent at the address specified in the notice at least three days
        before the Change of Control Purchase Date; and

                                      50
<PAGE>

          (f)     that Holders shall be entitled to withdraw their election if
        the Company, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Change of Control Offer
        Period, a telegram, telex, facsimile transmission or letter setting
        forth the name of the Holder, the principal amount of the Note the
        Holder delivered for purchase and a statement that such Holder is
        withdrawing his election to have such Note purchased.

          On the Change of Control Purchase Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company.  The Paying Agent shall promptly mail to each Holder
of Notes so tendered the Change of Control Payment for such Notes, and, upon
receipt of an Authentication Order, the Trustee shall promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided that each such new Note shall be in a principal amount of
$1,000 or an integral multiple thereof.  The Company shall publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.

Section 4.08    Asset Sales

          The Company shall not, and shall not permit any of its Subsidiaries
to, engage in an Asset Sale in excess of $1,000,000 unless (i) the Company (or
the Subsidiary, as the case may be) receives consideration at the time of such
Asset Sale at least equal to the fair market value, and in the case of a lease
of assets, a lease providing for rent and other conditions which are no less
favorable to the Company (or the Subsidiary, as the case may be) in any
material respect than the then prevailing market conditions (evidenced in each
case by a resolution of the Board of Directors of such entity set forth in an
Officers' Certificate delivered to the Trustee) of the assets or Equity
Interests sold or otherwise disposed of, (ii) at least 75% (100% in the case
of lease payments) of the consideration therefor received by the Company or
such Subsidiary is in the form of cash or Cash Equivalents; provided that the
amount of (x) any liabilities (as shown on the Company's or such Subsidiary's
most recent balance sheet or in the notes thereto, excluding contingent
liabilities and trade payables) of the Company or any Subsidiary (other than
liabilities that are by their terms subordinated to, or pari passu with, the
Notes or any Guarantee thereof) that are assumed by the transferee of any such
assets and (y) any notes or other obligations received by the Company or any
such Subsidiary from such transferee that are promptly, but in no event more
than 30 days after receipt, converted by the Company or such Subsidiary into
cash (to the extent of the cash received), shall be deemed to be cash for
purposes of this provision, (iii) subject to the

                                      51
<PAGE>

Intercreditor Agreement, if such Asset Sale involves the disposition of
Collateral, the Company or such Subsidiary has complied with the provisions of
Articles 10 and 11 hereof, and (iv) the Company or the Subsidiary, as the case
may be, applies the Net Proceeds as provided in the following paragraph.

          Any such Net Proceeds shall be applied within 360 days of the
related Asset Sale as follows:

     (i)     to the extent that such Net Proceeds are derived from property or
  assets which do not constitute Primary Collateral or are not deemed
  (pursuant to the provisions described below) to constitute Primary
  Collateral Proceeds ("Non-Primary Collateral Proceeds"), such Non-Primary
  Collateral Proceeds may, at the option of the Company, be applied to repay
  Indebtedness outstanding under the New Credit Agreement; and

     (ii)    with respect to any Net Proceeds derived from property or assets
  which constitute Primary Collateral ("Primary Collateral Proceeds") or
  derived from a transaction as a result of which a Subsidiary Guarantor is
  released from its Subsidiary Guarantee as provided in Section 12.04 and
  which (pursuant to the provisions described below) are deemed to be Primary
  Collateral Proceeds, and with respect to any Non-Primary Collateral Proceeds
  remaining after application as described in subparagraph (i) above (all such
  Primary Collateral Proceeds and amounts deemed to be Primary Collateral
  Proceeds, together with any such remaining Non-Primary Collateral Proceeds
  being hereinafter called, collectively, the "Available Amount"), such
  Available Amount shall, if the Company so elects, be applied (A) to the
  acquisition of another business or the acquisition of other long-term
  assets, in each case, in the same or a similar line of business as the
  Company or any of its Subsidiaries was engaged in on the date of this
  Indenture or any reasonable extensions or expansions thereof ("Replacement
  Assets"); provided, that any Replacement Assets acquired with any Primary
  Collateral Proceeds or amounts deemed to constitute Primary Collateral
  Proceeds (1) shall be owned by the Company or by the Subsidiary Guarantor
  that made the Asset Sale and shall not be subject to any Liens except
  Permitted Liens (and the Company or such Subsidiary Guarantor, as the case
  may be, shall execute and deliver to the Trustee such Collateral Documents
  or other instruments as shall be necessary to cause such Replacement Assets
  to become subject to a Lien in favor of the Trustee, for the benefit of the
  holders of the Notes, securing its obligations under the Notes or its
  Subsidiary Guarantee, as the case may be, and otherwise shall comply with
  the provisions of this Indenture applicable to After-Acquired Property), and
  (2) shall not include any New Credit Agreement Collateral or (B) to
  reimburse the Company or its Subsidiaries for expenditures made, and costs
  incurred, to repair, rebuild, replace or restore property

                                      52
<PAGE>

  subject to loss, damage or taking to the extent that the Net Proceeds
  consist of Net Insurance Proceeds received on account of such loss, damage
  or taking.

          Any portion of the Available Amount that is not used as described in
subparagraphs (i) or (ii) above within such 360 day period shall constitute
"Excess Proceeds" subject to disposition as provided below.  When the
aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall be
required to make an offer to all Holders of Notes (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase, in accordance with the
procedures set forth in this Indenture.  To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use any remaining Excess Proceeds to make a
similar repurchase offer to holders of Senior Subordinated Notes, and, to the
extent not accepted by such holders, for general corporate purposes.   Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

          Subject to the Intercreditor Agreement, all Collateral Proceeds and
amounts which, pursuant to the provisions described above, are deemed to be
Collateral Proceeds shall, pending their application in accordance with this
covenant or the release thereof in accordance with Article 10 and Article 11,
be deposited in the Collateral Account under this Indenture.

          The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Asset Sale Offer Period").
No later than five Business Days after the termination of the Asset Sale Offer
Period (the "Asset Sale Purchase Date"), the Company shall purchase the
principal amount of Notes required to be purchased pursuant to this covenant
(the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount
has been tendered, all Notes tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

          If the Asset Sale Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and
unpaid interest shall be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

          Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders,
with a copy to the Trustee.  The notice shall contain all instructions and
materials necessary to enable such Holders to

                                      53
<PAGE>

tender Notes pursuant to the Asset Sale Offer.  The Asset Sale Offer shall be
made to all Holders.  The notice, which shall govern the terms of the Asset
Sale Offer, shall state:

          (a)     that the Asset Sale Offer is being made pursuant to this
        covenant and the length of time the Asset Sale Offer shall remain
        open;

          (b)     the Asset Sale Offer Amount, the purchase price and the
        Asset Sale Purchase Date;

          (c)     that any Note not tendered or accepted for payment shall
        continue to accrue interest;

          (d)     that, unless the Company defaults in making such payment,
        any Note accepted for payment pursuant to the Asset Sale Offer shall
        cease to accrue interest after the Asset Sale Purchase Date;

          (e)     that Holders electing to have a Note purchased pursuant to
        any Asset Sale Offer shall be required to surrender the Note, with the
        form entitled "Option of Holder to Elect Purchase" on the reverse of
        the Note completed, or transfer by book-entry transfer, to the
        Company, the Depositary, if appointed by the Company, or a Paying
        Agent at the address specified in the notice at least three days
        before the Asset Sale Purchase Date;

          (f)     that Holders shall be entitled to withdraw their election if
        the Company, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Offer Period, a
        telegram, telex, facsimile transmission or letter setting forth the
        name of the Holder, the principal amount of the Note the Holder
        delivered for purchase and a statement that such Holder is withdrawing
        his election to have such Note purchased;

          (g)     that, if the aggregate principal amount of Notes surrendered
        by Holders exceeds the Asset Sale Offer Amount, the Company shall
        select the Notes to be purchased on a pro rata basis (with such
        adjustments as may be deemed appropriate by the Company so that only
        Notes in denominations of $1,000, or integral multiples thereof, shall
        be purchased); and

          (h)     that Holders whose Notes were purchased only in part shall
        be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered (or transferred by book-entry
        transfer).

          On or before the Asset Sale Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Sale Offer

                                      54
<PAGE>

Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Asset Sale Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Company
in accordance with the terms of this covenant.  The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not
later than five days after the Asset Sale Purchase Date) mail or deliver to
each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon delivery of an
Officers' Certificate from the Company, shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered.  Any Note 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 Asset Sale Offer on the Asset Sale
Purchase Date.

Section 4.09    Restricted Payments

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly: (i) declare or pay any dividend or make any
distribution on account of the Company's or any of its Subsidiaries' Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of
the Company or dividends or distributions payable to the Company or any Wholly
Owned Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire
or retire for value any Equity Interests of the Company or any direct or
indirect parent of the Company or other Affiliate or Subsidiary of the Company
(other than any such Equity Interests owned by the Company or any Wholly Owned
Subsidiary of the Company that is a Subsidiary Guarantor); (iii) make any
principal payment on, or purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is contractually subordinated to the
Notes, except at final maturity, other than through the purchase or
acquisition by the Company of Indebtedness through the issuance in exchange
therefor of Equity Interests (other than Disqualified Stock); or (iv) make any
Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:

          (a)     no Default or Event of Default shall have occurred and be
        continuing or would occur as a consequence thereof;

          (b)     the Company would, at the time of such Restricted Payment
        and after giving pro forma effect thereto as if such Restricted
        Payment had been made at the beginning of the applicable four-quarter
        period, have been permitted to incur at least $1.00 of additional
        Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
        forth in the first paragraph of Section 4.10; and

                                      55
<PAGE>

          (c)     such Restricted Payment, together with the aggregate of all
        other Restricted Payments made by the Company and its Subsidiaries
        after the date of this Indenture (excluding Restricted Payments
        permitted by clauses (ii), (iii), (iv) and (v) of the next succeeding
        paragraph), is less than the sum of (i) $5,000,000, plus (ii) 50% of
        the Consolidated Net Income of the Company for the period (taken as
        one accounting period) from January 1, 1998 to the end of the
        Company's most recently ended fiscal quarter for which internal
        financial statements are available at the time of such Restricted
        Payment (or, if such Consolidated Net Income for such period is a
        deficit, less 100% of such deficit), plus (iii) to the extent not
        included in the amount described in clause (ii) above, 100% of the
        aggregate net cash proceeds received after the date of this Indenture
        by the Company from the issue or sale of, or from additional capital
        contributions in respect of, Equity Interests of the Company or of
        debt securities of the Company or any Subsidiary Guarantor that have
        been converted into, or cancelled in exchange for, Equity Interests of
        the Company or of any direct or indirect parent of the Company (other
        than Equity Interests (or convertible debt securities) sold to a
        Subsidiary or an Unrestricted Subsidiary of the Company and other than
        Disqualified Stock or debt securities that have been converted into
        Disqualified Stock), plus (iv) 100% of any dividends received by the
        Company or a Wholly Owned Subsidiary that is a Subsidiary Guarantor
        after the date of this Indenture from an Unrestricted Subsidiary of
        the Company, plus (v) 100% of the cash proceeds realized upon the sale
        of any Unrestricted Subsidiary (less the amount of any reserve
        established for purchase price adjustments and less the maximum amount
        of any indemnification or similar contingent obligation for the
        benefit of the purchaser, any of its Affiliates or any other third
        party in such sale, in each case as adjusted for any permanent
        reduction in any such amount on or after the date of such sale, other
        than by virtue of a payment made to such Person) following the date of
        this Indenture, plus (vi) to the extent that any Restricted Investment
        that was made after the date of this Indenture is sold for cash or
        otherwise liquidated or repaid for cash, the amount of cash proceeds
        received with respect to such Restricted Investment.

          The foregoing provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (ii) if no Default or Event of Default has occurred and is
continuing (and has not been waived) or shall occur as a consequence thereof,
the payment by the Company of a management fee to AIP or its designee in an
amount not to exceed $850,000 in any year (payable semi-annually 45 days after
each interest payment date with respect to the Senior Subordinated Notes) plus
an additional amount in such year (not to exceed $850,000) to the extent such
management fee was not payable by reason of this clause (ii) in any prior
fiscal year, and the reimbursement by the Company of AIP's or its designee's
reasonable out-of-pocket expenses; provided,

                                      56
<PAGE>

however, that no such fees may be paid, and no such expenses may be
reimbursed, unless the obligation of the Company to pay such management fee
has been subordinated to the payment of all Obligations with respect to the
Notes (and any Subsidiary Guarantee thereof) in the same manner and to the
same degree that the Senior Subordinated Notes are subordinated to the
Obligations with respect to the Notes (and any Subsidiary Guarantees); (iii)
the making of any Restricted Investment in exchange for, or out of the
proceeds of, the substantially concurrent sale (other than to a Subsidiary of
the Company) of, or from substantially concurrent additional capital
contributions in respect of, Equity Interests of the Company (other than
Disqualified Stock); provided, that any net cash proceeds that are utilized
for any such Restricted Investment, and any Net Income resulting therefrom,
shall be excluded from clauses (c)(ii) and (c)(iii) of the preceding
paragraph; (iv) the redemption, repurchase, retirement or other acquisition of
any Equity Interests of the Company or any direct or indirect parent of the
Company in exchange for, or out of the proceeds of, the substantially
concurrent sale (other than to a Subsidiary of the Company) of, or from
substantially concurrent additional capital contributions in respect of, other
Equity Interests of the Company (other than any Disqualified Stock); provided
that any net cash proceeds that are utilized for any such redemption,
repurchase, retirement or other acquisition, and any Net Income resulting
therefrom, shall be excluded from clauses (c)(ii) and (c)(iii) of the
preceding paragraph; (v) the defeasance, redemption or repurchase of pari
passu or subordinated Indebtedness with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness or the substantially
concurrent sale (other than to a Subsidiary of the Company) of, or from
substantially concurrent additional capital contributions in respect of,
Equity Interests of the Company (other than Disqualified Stock); provided,
that any net cash proceeds that are utilized for any such defeasance,
redemption or repurchase, and any Net Income resulting therefrom, shall be
excluded from clauses (c)(ii) and (c)(iii) of the preceding paragraph; (vi)
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Subsidiary of the Company or any direct
or indirect parent of the Company held by any member of the Company's (or any
of its Subsidiaries') management pursuant to any management agreement, stock
option agreement or plan or stockholders agreement; provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $1,000,000 in any fiscal year or $5,000,000
in the aggregate (net of the cash proceeds received by the Company from
subsequent reissuances of such Equity Interests to new members of management),
and no Default or Event of Default shall have occurred and be continuing
immediately after such transaction; (vii) the acquisition by a Receivables
Subsidiary in connection with a Qualified Receivables Transaction of Equity
Interests of a trust or other Person established by such Receivables
Subsidiary to effect such Qualified Receivables Transaction; (viii) the
repurchase of Senior Subordinated Notes in connection with an "Asset Sale
Offer" (as defined in the indenture for the Senior Subordinated Notes) after
first satisfying any requirement to make and consummate an Asset Sale Offer to
the holders of the Notes under this Indenture as provided in Section 4.08; and
(iv) the repurchase of Senior Subordinated Notes in connection with a "Change
of Control Offer" (as defined in the indenture for the Senior Subordinated

                                      57
<PAGE>

Notes) after first satisfying any requirement to make and consummate a Change
of Control Offer to the holders of the Notes under this Indenture as provided
in Section 4.07.

          The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default.  For
purposes of making such determination, all outstanding Investments by the
Company and its Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated shall be deemed to be Restricted Payments at the time
of such designation and shall reduce the amount available for Restricted
Payments under the first paragraph of this covenant.  All such outstanding
Investments shall be deemed to constitute Investments in an amount equal to
the greatest of (x) the net book value of such Investments at the time of such
designation, (y) the fair market value of such Investments at the time of such
designation and (z) the original fair market value of such Investments at the
time they were made.  Such designation shall only be permitted if such
Restricted Payment would be permitted at such time and if such Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value (evidenced by a resolution of the Board of Directors set
forth in an Officers' Certificate delivered to the Trustee) on the date of the
Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this covenant were computed, which calculations may be based upon
the Company's latest available financial statements.

Section 4.10    Incurrence of Indebtedness and Issuance of Preferred Stock.

          The Company shall not, and shall not permit any of its Subsidiaries
and Unrestricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Indebtedness) and the Company shall not issue
any Disqualified Stock and shall not permit any of its Subsidiaries and
Unrestricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired
Indebtedness) or issue shares of Disqualified Stock and the Company's
Subsidiaries that are Subsidiary Guarantors may incur Indebtedness and issue
preferred stock if:  (i) the Fixed Charge Coverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2 to 1, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock had been issued, as

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the case may be, at the beginning of such four-quarter period; and (ii) no
Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof; provided, that no Guarantee may be incurred
pursuant to this paragraph unless the guaranteed Indebtedness is incurred by
the Company or a Subsidiary pursuant to this paragraph.

          The foregoing provisions shall not apply to:

             (i)     the incurrence by the Company of Senior Revolving Debt
        and reimbursement obligations in respect of letters of credit (and
        Guarantees thereof by Subsidiaries that are Subsidiary Guarantors) in
        an aggregate principal amount at any time outstanding (with letters of
        credit obligations being deemed to have a principal amount equal to
        the maximum potential liability of the Company and its Subsidiaries
        that are Subsidiary Guarantors with respect thereto) not to exceed an
        amount equal to $25,000,000;

             (ii)    the incurrence by the Company and its Subsidiaries of the
        Existing Indebtedness, including the Senior Subordinated Notes;

             (iii)   the incurrence by the Company of Indebtedness represented
        by the Notes and by the Subsidiaries of Indebtedness represented by
        the Subsidiary Guarantees;

             (iv)    the incurrence by the Company or any of its Subsidiaries
        of Indebtedness represented by Capital Lease Obligations, mortgage
        financings 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 the business of the
        Company or such Subsidiary, in an aggregate principal amount not to
        exceed $10,000,000 at any time outstanding;

             (v)     the incurrence by the Company or any of its Subsidiaries
        of Permitted Refinancing Indebtedness in exchange for, or the net
        proceeds of which are used to extend, refinance, renew, replace,
        defease or refund, Indebtedness that was permitted by this Indenture
        to be incurred;

             (vi)    the incurrence by the Company or any of its Wholly Owned
        Subsidiaries of intercompany Indebtedness between or among the Company
        and any of its Wholly Owned Subsidiaries or between or among any
        Wholly Owned Subsidiaries; provided, however, that (i) any subsequent
        issuance or transfer of Equity Interests that results in any such
        Indebtedness being held by a Person other than a Wholly Owned
        Subsidiary and (ii) any sale or other transfer of any such
        Indebtedness to a Person that is not either the Company or a Wholly
        Owned Subsidiary shall be

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<PAGE>

        deemed, in each case, to constitute an incurrence of such Indebtedness
        by the Company or such Subsidiary, as the case may be;

             (vii)   the incurrence by the Company or any of its Subsidiaries
        that are Subsidiary Guarantors of Hedging Obligations that are
        incurred for the purpose of fixing or hedging interest rate risk with
        respect to any floating rate Indebtedness that is permitted by this
        Indenture to be incurred;

             (viii)  the incurrence by the Company or any of its Subsidiaries
        that are Subsidiary Guarantors of Indebtedness (in addition to
        Indebtedness permitted by any other clause of this paragraph) in an
        aggregate principal amount at any time outstanding not to exceed the
        sum of $5,000,000;

             (ix)    the incurrence by the Company's Unrestricted Subsidiaries
        of Non-Recourse Debt, provided, however, that if any such Indebtedness
        ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
        event shall be deemed to constitute an incurrence of Indebtedness by a
        Subsidiary of the Company;

             (x)     Indebtedness incurred by the Company or any of its
        Subsidiaries that is a Subsidiary Guarantor arising from agreements
        providing for indemnification, adjustment of purchase price or similar
        obligations, or from guarantees of letters of credit, surety bonds or
        performance bonds securing the performance of the Company or any of
        its Subsidiaries incurred by any Person acquiring all or a portion of
        such business, assets of a Subsidiary of the Company for the purpose
        of financing such acquisition, in a principal amount not to exceed 25%
        of the gross proceeds (with proceeds other than cash or Cash
        Equivalents being valued at the fair market value thereof as
        determined by the Board of Directors of the Company in good faith)
        actually received by the Company or any of its Subsidiaries in
        connection with such disposition; and

             (xi)    the incurrence by a Receivables Subsidiary of
        Indebtedness in an amount not to exceed $25,000,000 in a Qualified
        Receivables Transaction that is without recourse to the Company or to
        any Subsidiary of the Company or their assets (other than such
        Receivables Subsidiary and its assets), and is not guaranteed by any
        such Person.

          Notwithstanding any other provision of this covenant, a Guarantee of
Indebtedness permitted by the terms of this Indenture at the time such
Indebtedness was incurred shall not constitute a separate incurrence of
Indebtedness.

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Section 4.11    Liens

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or suffer to exist any Lien
on any asset now owned or hereafter acquired, or any income or profits
therefrom or assign or convey any right to receive income therefrom, except
Permitted Liens.

Section 4.12    Dividend and Other Payment Restrictions Affecting Subsidiaries

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any
Subsidiary to (i)(a) pay dividends or make any other distributions to the
Company or any of its Subsidiaries (1) on its Capital Stock or (2) with
respect to any other interest or participation in, or measured by, its
profits, or (b) pay any Indebtedness owed to the Company or any of its
Subsidiaries, (ii) make loans or advances to the Company or any of its
Subsidiaries or (iii) transfer any of its properties or assets to the Company
or any of its Subsidiaries, except for such encumbrances or restrictions
existing under or by reason of (a) Existing Indebtedness as in effect on the
date of this Indenture, (b) the New Credit Agreement as in effect as of the
date of this Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are no more
restrictive with respect to such dividend and other payment restrictions than
those contained in the New Credit Agreement as in effect on the date of this
Indenture, (c) this Indenture and the Notes, (d) applicable law, (e) any
instrument governing Acquired Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Acquired Indebtedness was incurred
in connection with or in contemplation of such acquisition), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired, provided that the Consolidated EBITDA of such Person is not taken
into account in determining whether such acquisition was permitted by the
terms of this Indenture, (f) by reason of customary non-assignment provisions
in leases and licenses entered into in the ordinary course of business and
consistent with past practices, (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired, (h)
agreements relating to the financing of the acquisition of real or tangible
personal property acquired after the date of this Indenture, provided, that
such encumbrance or restriction relates only to the property which is acquired
and in the case of any encumbrance or restriction that constitutes a Lien,
such Lien constitutes a Purchase Money Lien, (i) Indebtedness or other
contractual requirements of a Receivables Subsidiary in connection with a
Qualified Receivables Transaction, provided that such restrictions apply only
to such Receivables Subsidiary, (j) any restriction or encumbrance contained
in contracts for sale of

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assets permitted by this Indenture in respect of the assets being sold
pursuant to such contract, (k) Senior Revolving Debt permitted to be incurred
under this Indenture and incurred after the date of this Indenture, provided,
that such encumbrances or restrictions in such Indebtedness are no more
onerous than the restrictions contained in the New Credit Agreement on the
date of this Indenture, (l) Non-Recourse Debt of Unrestricted Subsidiaries
incurred under clause (ix) of Section 4.10 or (m) Permitted Refinancing
Indebtedness, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive than
those contained in the agreements governing the Indebtedness being refinanced.

Section 4.13    Transactions with Affiliates

          The Company shall not, and shall not permit any of its Subsidiaries
to, sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or purchase any property or assets from, or enter into or make any
contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Subsidiary than those that would
have been obtained in a comparable transaction by the Company or such
Subsidiary with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction entered into after the
date of this Indenture involving aggregate consideration in excess of
$1,000,000, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause
(i) above and that such Affiliate Transaction has been approved by a majority
of the disinterested members of the Board of Directors and (b) with respect to
any Affiliate Transaction involving aggregate consideration in excess of
$5,000,000, an opinion as to the fairness to the Company or such Subsidiary of
such Affiliate Transaction from a financial point of view issued by an
investment banking firm of national standing; provided that the following
shall not be deemed to be Affiliate Transactions:  (w) the provision of
administrative or management services by the Company or any of its officers to
any of its Subsidiaries in the ordinary course of business consistent with
past practice, (x) any employment agreement entered into by the Company or any
of its Subsidiaries in the ordinary course of business and consistent with the
past practice of the Company or such Subsidiary, (y) transactions between or
among the Company and/or its Wholly Owned Subsidiaries or transactions between
a Receivables Subsidiary and any Person in which the Receivables Subsidiary
has an Investment and (z) transactions permitted by Section 4.09.

Section 4.14    Additional Subsidiary Guarantees

          All Subsidiaries of the Company (other than a Receivables
Subsidiary) substantially all of whose assets are located in the United States
or that conduct substantially all of their business in the United States shall
be Subsidiary Guarantors.  The Company shall not, and shall not permit any of
the Subsidiary Guarantors to, make any Investment in any

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Subsidiary that is not a Subsidiary Guarantor unless either (i) such
Investment is permitted by Section 4.09, or (ii) such Subsidiary executes and
delivers a Supplemental Indenture (which provides for a Subsidiary Guarantee)
in the form attached hereto as Exhibit D and delivers an Opinion of Counsel to
the Trustee to the effect that such Supplemental Indenture has been duly
authorized, executed and delivered by such Subsidiary and constitutes a valid
and binding obligation of such Subsidiary, enforceable against such Subsidiary
in accordance with its terms (subject to customary exceptions).

Section 4.15    Impairment of Security Interests

          Neither the Company nor any of its Subsidiaries shall take or omit
to take any action which action or omission could reasonably be expected to
have the result of adversely affecting or impairing the Lien in favor of the
Trustee for the benefit of the holders of the Notes in the Collateral.

Section 4.16    Payments for Consent

          Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.17    Corporate Existence

          Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.

Section 4.18    Maintenance of Adjusted EBITDA

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          Commencing with the fiscal quarter ending December 31, 1998, not
later than 45 days following the end of each of the Company's fiscal quarters
(or 90 days following the end of the Company's fiscal year), the Company shall
deliver to the Trustee an Officers' Certificate determining that the Company's
aggregate Adjusted EBITDA for the four-quarter period ending such quarter was
not less than $18.0 million.

Section 4.19    Additional Collateral

          As soon as practicable after the date hereof, the Company shall take
(or shall cause the appropriate Subsidiary Guarantor to take) all actions
necessary to grant to the Trustee and perfect a Lien on the Company's (or such
Subsidiary Guarantor's) manufacturing facilities in Conover, North Carolina
and Tallapoosa, Georgia, and as soon as practicable after the date that the
existing mortgage indebtedness thereon is repaid in full (which the Company
expects will occur on or before March 31, 1998), the Company shall take (or
shall cause the appropriate Subsidiary Guarantor to take) all actions
necessary to grant to the Trustee and perfect a first priority Lien on the
Company's (or such Subsidiary Guarantor's) warehouse facility in Santa Fe
Springs, California.

                                  ARTICLE 5
                                  SUCCESSORS

Section 5.01    Merger, Consolidation or Sale of Assets

          The Company shall not, in a single transaction or series of related
transactions, consolidate or merge with or into (whether or not the Company is
the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another Person unless (i) the Company is
the surviving corporation or the entity or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made (such surviving corporation or transferee Person, the "Surviving
Entity") is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the Surviving
Entity assumes all the obligations of the Company under the Notes, this
Indenture and the Collateral Documents pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee; (iii) the Surviving Entity
causes such amendments, supplements or other instruments to be filed and
recorded in such jurisdictions as may be required by applicable law to preserve
and protect the Lien of the Collateral Documents in the Collateral owned by or
transferred to the Surviving Entity, together with such financing statements
as may be required by applicable law to preserve and protect the Lien of the
Collateral Documents in the Collateral owned by or transferred to the
Surviving Entity, together with such financing statements as may be required
to perfect any security

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<PAGE>

interests in such Collateral which may be perfected by the filing of a
financing statement under the Uniform Commercial Code of the relevant states;
(iv) the Collateral owned by or transferred to the Surviving Entity shall (1)
continue to constitute Collateral under the Indenture and the Collateral
Documents, (2) shall be subject to the Lien in favor of the Trustee for the
benefit of the holders of the Notes and (3) shall not be subject to any Lien
other than Permitted Liens; (v) the property and assets of the Person which is
merged or consolidated with or into the Surviving Entity, to the extent that
they are property and assets of types which would constitute Collateral under
the Collateral Documents, shall be treated as After-Acquired Property and the
Surviving Entity shall take such actions as may be necessary to cause such
property and assets to be made subject to the Lien of the Collateral Documents
in the manner and to the extent required in the Indenture;  (vi) immediately
after such transaction no Default or Event of Default exists; (vii) the
Surviving Entity (A) shall have Consolidated Net Worth immediately after the
transaction equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction and (B) shall, at the time of such
transaction and after giving pro forma effect thereto as if such transaction
had occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.10; and (viii) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel addressed to the Trustee, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or disposition and such supplemental indenture, if any, comply with this
Indenture and that such supplemental indenture is enforceable.

Section 5.02    Successor Corporation Substituted

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor of the Company shall not be relieved
from the obligation to pay the principal of and interest on the Notes except
in the case of a sale of all of the Company's assets that meets the
requirements of Section 5.01 hereof.


                                  ARTICLE 6
                            DEFAULTS AND REMEDIES

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Section 6.01    Events of Default

          An "Event of Default" occurs if:

             (1)     the Company defaults in the payment of interest on, or
        Liquidated Damages with respect to, any Note when the same becomes due
        and payable and the Default continues for a period of 30 days;

             (2)     the Company defaults in the payment of the principal of
        or premium, if any, on any Note when the same becomes due and payable
        at maturity, upon redemption or otherwise;

             (3)     the Company or any of its Subsidiaries fails to observe
        or perform any covenant, condition or agreement on the part of the
        Company or such Subsidiary to be observed or performed pursuant to
        Sections 4.07, 4.08, 4.09 or 4.10 hereof;

             (4)     the Company or any of its Subsidiaries fails to comply
        with any of its other agreements or covenants in, or provisions of,
        the Notes, the Subsidiary Guarantees, this Indenture or the Collateral
        Documents and the Default continues for the period and after the
        notice specified below;

            (5)     a default occurs under any mortgage, indenture or
        instrument under which there may be issued or by which there may be
        secured or evidenced any Indebtedness for money borrowed by the
        Company or any of its Subsidiaries (other than a Receivables
        Subsidiary) (or the payment of which is Guaranteed by the Company or
        any of its Subsidiaries), whether such Indebtedness or Guarantee now
        exists or shall be created hereafter, which default (a) is caused by a
        failure to pay principal of or premium, if any, or interest on such
        Indebtedness prior to the expiration of the grace period provided in
        such Indebtedness (a "Payment Default") or (b) results in the
        acceleration of such Indebtedness prior to its express maturity and,
        in each case, the principal amount of such Indebtedness, together with
        the principal amount of any other Indebtedness as to which there has
        been a Payment Default or the maturity of which has been so
        accelerated, aggregates $5,000,000 or more;

             (6)     a final judgment or final judgments for the payment of
        money (not fully covered by insurance) are entered by a court or
        courts of competent jurisdiction against the Company or any of its
        Significant Subsidiaries and such judgment or judgments remain
        undischarged for a period (during which execution shall not be
        effectively stayed) of 60 days, provided that the aggregate of all
        such undischarged judgments exceeds $5,000,000;

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             (7)     a default by the Company or any of its Subsidiaries in
        the performance of any of the Collateral Documents which adversely
        affects the enforceability or validity of the Lien in the Collateral
        or which adversely affects the condition or value of the Collateral in
        any material respect, any repudiation or disaffirmation by the Company
        or any such Subsidiary of its Obligations under the Collateral
        Documents or the determination in a judicial proceeding that the
        Collateral Documents are unenforceable or invalid against the Company
        or any of its Subsidiaries for any reason;

             (8)     except as permitted by this Indenture, any Subsidiary
        Guarantee shall be held in any judicial proceeding to be unenforceable
        or invalid or shall cease for any reason to be in full force and
        effect or any Subsidiary Guarantor, or any Person acting on behalf of
        any Subsidiary Guarantor, shall deny or disaffirm its obligations
        under its Subsidiary Guarantee;

             (9)     the Company or any of its Significant Subsidiaries
        pursuant to or within the meaning of any Bankruptcy Law:

                        (a)     commences a voluntary case,

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

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

                        (d)     makes a general assignment for the benefit of
                its creditors, or

                        (e)     generally is not paying its debts as they
                become due; or

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

                        (a)     is for relief against the Company or any
                Subsidiary in an involuntary case,

                        (b)     appoints a Custodian of the Company or any
                Subsidiary or for all or substantially all of the property of
                the Company or any Subsidiary, or

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                        (c)     orders the liquidation of the Company or any
                Subsidiary,

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

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

          An Event of Default shall not be deemed to have occurred under
clause (3), (5) or (6) until the Trustee shall have received written notice
from the Company or any of the Holders or unless a Responsible Officer shall
have knowledge of such Event of Default.  A Default under clause (4) is not an
Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in principal amount of the then outstanding Notes notify the Company
and the Trustee, of the Default and the Company does not cure the Default
within 60 days after receipt of the notice.  The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

Section 6.02    Acceleration

          If an Event of Default (other than an Event of Default specified in
clauses (9) and (10) of Section 6.01 relating to the Company, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in principal amount of the then
outstanding Notes by written notice to the Company and the Trustee may declare
the unpaid principal of and any accrued interest on all the Notes to be due
and payable.  Upon such declaration the principal and interest shall be due
and payable immediately (together with the premium referred to in Section
6.01, if applicable).  If an Event of Default specified in clause (9) or (10)
of Section 6.01 relating to the Company, any Significant Subsidiary or any
group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary occurs, such an amount shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the
Trustee or any Holder.  The Holders of a majority in principal amount of the
then outstanding Notes by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default (except
nonpayment of principal or interest that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03    Other Remedies

          If an Event of Default occurs and is continuing, the Trustee may,
subject to the Intercreditor Agreement, pursue any available remedy to collect
the payment of principal,

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premium, if any, and interest on the Notes or to enforce the performance of
any provision of the Notes, this Indenture or the Collateral Documents.

          The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

Section 6.04    Waiver of Past Defaults

          Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the
Holders of all of the Notes waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal
amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration).  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 6.05    Control by Majority

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or
power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes
or that may involve the Trustee in personal liability.

Section 6.06    Limitation on Suits

          A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

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

             (b)     the Holders of at least 25% in principal amount of the
        then outstanding Notes make a written request to the Trustee to pursue
        the remedy;

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             (c)     such Holder of a Note or Holders of Notes offer and, if
        requested, provide to the Trustee indemnity satisfactory to the
        Trustee against any loss, liability or expense;

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

             (e)     during such 60-day period the Holders of a majority in
        principal amount of the then outstanding Notes do not give the Trustee
        a direction inconsistent with the request.

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

Section 6.07    Rights of Holders of Notes to Receive Payment

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due
dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 6.08    Collection Suit by Trustee

          If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

Section 6.09    Trustee May File Proofs of Claim

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

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or its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such
claims 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 to the Trustee any amount due to 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 7.07 hereof.  To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10    Priorities

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

          First:  to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

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

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

Section 6.11    Undertaking for Costs

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court

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<PAGE>

in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section does not
apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.


                                  ARTICLE 7
                                   TRUSTEE

Section 7.01    Duties of Trustee

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

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

                  (i)     the duties of the Trustee shall be determined solely
        by the express provisions of this Indenture and the Collateral
        Documents and the Trustee need perform only those duties that are
        specifically set forth in this Indenture and the Collateral Documents
        and no others, and no implied covenants or obligations shall be read
        into this Indenture or the Collateral Documents against the Trustee;
        and

                  (ii)    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 or the Collateral Documents.  However, the Trustee
        shall examine the certificates and opinions to determine whether or
        not they conform to the requirements of this Indenture or the
        Collateral Documents.

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

                (i)     this paragraph does not limit the effect of
        paragraph (b) of this Section;

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

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

          (d)     Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to this Section 7.01 and Section 7.02.

          (e)     No provision of this Indenture or the Collateral Documents
shall require the Trustee to expend or risk its own funds or incur any
liability.  The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture or the Collateral Documents at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

Section 7.02    Rights of Trustee

          (a)     In connection with the Trustee's rights and duties under
this Indenture or the Collateral Documents, the Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.

          (b)     Before the Trustee acts or refrains from acting under this
Indenture or the Collateral Documents, it may require an Officers' Certificate
or an Opinion of Counsel or both.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel.  The Trustee may consult with counsel and
the written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder or pursuant to the Collateral
Documents in good faith and in reliance thereon.

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

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          (d)     The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture or the Collateral
Documents.

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

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

          (g)     Except with respect to Section 4.01 hereof, the Trustee
shall have no duty to inquire as to the performance of the Company's covenants
in Article 4 hereof.  In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default
occurring pursuant to Sections 6.01(1), 6.01(2) and 4.01 or (ii) any Default
or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

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

          (i)     To the extent any provisions of the Collateral Documents
conflict with or are silent with respect to the matters set forth in this
Article 7, such Collateral Document shall be deemed to include such provisions
set forth herein as if stated therein.

Section 7.03    Individual Rights of Trustee

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign.  Any
Agent may do the same with like rights and duties.  The Trustee is also
subject to Sections 7.10 and 7.11 hereof.

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<PAGE>

Section 7.04    Trustee's Disclaimer

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

Section 7.05    Notice of Defaults

          If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs.  Except in
the case of a Default or Event of Default in payment of principal of, premium,
if any, or interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.06    Reports by Trustee to Holders of the Notes

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted).  The Trustee also shall comply
with TIA Section 313(b)(2).  The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

Section 7.07    Compensation and Indemnity

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and the Collateral Documents
and services hereunder and thereunder.  The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust.  The
Company shall reimburse the Trustee

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<PAGE>

promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses (including reasonable attorneys' fees) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture and the Collateral Documents, including the costs
and expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by the
Company or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith.  The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity.  Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder or
under the Collateral Documents.  The Company shall defend the claim and the
Trustee shall cooperate in the defense.  The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and the termination of any
Collateral Document.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the satisfaction and
discharge of this Indenture and the termination of any Collateral Documents.

          When the Trustee incurs expenses or renders services after an Event
of Default specified in Sections 6.01(9) or 6.01(10) hereof occurs, the
expenses and the compensation for the services (including the fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

          The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08    Replacement of Trustee

          A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

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<PAGE>

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company.  The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing.  The Company
may remove the Trustee if:

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

             (b)     the Trustee is adjudged a bankrupt or an insolvent or an
        order for relief is entered with respect to the Trustee under any
        Bankruptcy Law;

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

             (d)     the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

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

          If the Trustee, after written request by any Holder of a Note who
has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of the Notes.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof.  Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.09    Successor Trustee by Merger, etc.

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

Section 7.10    Eligibility; Disqualification

          There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5).  The Trustee is subject to
TIA Section 310(b).

Section 7.11    Preferential Collection of Claims Against Company

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

Section 7.12    Intercreditor Agreement

          Notwithstanding anything to the contrary contained herein (but
subject to Section 13.01 hereof), the rights, duties and obligations of the
Trustee are subject to the Intercreditor Agreement.


                                  ARTICLE 8
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance

          The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes
upon compliance with the conditions set forth below in this Article 8.

Section 8.02    Legal Defeasance and Discharge

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<PAGE>

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance").  For this purpose, Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof 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 (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder:  (a) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 8.04 hereof, 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 Notes under Article 2 and Section 4.02
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith and (d) this
Article 8.  Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03    Covenant Defeasance

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 hereof with
respect to the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
shall thereafter be deemed not "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 deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition, upon the
Company's exercise under Section 8.01 hereof

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<PAGE>

of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(5) through 6.01(8) hereof shall not constitute Events of Default.

Section 8.04    Conditions to Legal or Covenant Defeasance

     The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

                (a)     the Company must irrevocably deposit with the Trustee,
        in trust, for the benefit of the Holders, cash in United States
        dollars, non-callable Government Securities, or a combination thereof,
        in such amounts as will be sufficient, in the opinion of a nationally
        recognized firm of independent public accountants, to pay the
        principal of, premium and Liquidated Damages, if any, and interest on
        the outstanding Notes on the stated date for payment thereof or on the
        applicable redemption date, as the case may be, and the Company must
        specify whether the Notes are being defeased to maturity or to a
        particular redemption date;

                (b)     in the case of an election under Section 8.02 hereof,
        the Company shall have delivered to the Trustee an Opinion of Counsel
        in the United States reasonably acceptable to the Trustee confirming
        that (A) the Company has received from, or there has been published
        by, the Internal Revenue Service a ruling or (B) since the date of
        this Indenture, there has been a change in the applicable federal
        income tax law, in either case to the effect that, and based thereon
        such Opinion of Counsel shall confirm that, the Holders of the
        outstanding Notes will not recognize income, gain or loss for federal
        income tax purposes as a result of such Legal 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 Legal
        Defeasance had not occurred;

                (c)     in the case of an election under Section 8.03 hereof,
        the Company shall have delivered to the Trustee an Opinion of Counsel
        in the United States reasonably acceptable to the Trustee confirming
        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;

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                (d)     no Default or Event of Default shall have occurred and
        be continuing on the date of such deposit (other than a Default or
        Event of Default resulting from the incurrence of Indebtedness all or
        a portion of the proceeds of which will be used to defease the Notes
        pursuant to this Article 8 concurrently with such incurrence) or
        insofar as Sections 6.01(9) or 6.01(10) hereof is concerned, at any
        time in the period ending on the 91st day after the date of deposit;

                (e)     such Legal Defeasance or Covenant Defeasance shall not
        result in a breach or violation of, or constitute a default under, any
        material agreement or instrument (other than this Indenture) to which
        the Company or any of its Subsidiaries is a party or by which the
        Company or any of its Subsidiaries is bound;

                (f)     the Company shall have delivered to the Trustee an
        Opinion of Counsel to the effect that on 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;

                (g)     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 over any other
        creditors of the Company or with the intent of defeating, hindering,
        delaying or defrauding any other creditors of the Company; and

                (h)     the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent provided for or relating to the Legal Defeasance
        or the Covenant Defeasance have been complied with.

Section 8.05    Deposited Money and Government Securities to be Held in Trust;
                Other Miscellaneous Provisions

          Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding 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 (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due

                                      81
<PAGE>

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 against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06    Repayment to Company

          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, Liquidated Damages or interest on any Note and remaining unclaimed for
two years after such principal, and premium, if any, Liquidated Damages, if
any, or interest has become due and payable shall be paid to the Company on
its request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as a creditor, look only
to the Company for 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, shall 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, in
the New York Times and 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 notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 8.07    Reinstatement

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02
or 8.03 hereof, 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 Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03

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hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, 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
held by the Trustee or Paying Agent.


                                  ARTICLE 9
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes

          Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

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

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

             (c)     to provide for the assumption of the Company's
        obligations to the Holders of the Notes in the case of a merger or
        consolidation pursuant to Article 5 hereof;

             (d)     to provide for additional Subsidiary Guarantors as set
        forth in Section 4.14 or to provide for the release of a Subsidiary
        Guarantor pursuant to Section 12.04;

             (e)     to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights hereunder of any Holder of the Note;
        or

             (f)     to comply with requirements of the SEC in order to effect
        or maintain the qualification of this Indenture under the TIA.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be

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obligated to enter into such amended or supplemental Indenture that affects
its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02    With Consent of Holders of Notes

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Sections 4.07 and
4.08 hereof) and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on
the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes).

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the execution
of such amended or supplemental Indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

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

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes.  However, without the consent of each Holder
affected, an amendment or waiver may not (with respect to any Notes held by a
non-consenting Holder):

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             (a)     reduce the principal amount of Notes whose Holders must
        consent to an amendment, supplement or waiver;

             (b)     reduce the principal of or change the fixed maturity of
        any Note or alter or waive any of the provisions with respect to the
        redemption of the Notes, except as provided above with respect to
        Sections 4.07 and 4.08 hereof;

             (c)     reduce the rate of or change the time for payment of
        interest, including default interest, on any Note; (d)     waive a
        Default or Event of Default in the payment of principal of or premium,
        if any, or interest on the Notes (except a rescission of acceleration
        of the Notes by the Holders of at least a majority in aggregate
        principal amount of the then outstanding Notes and a waiver of the
        payment default that resulted from such acceleration);

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

             (f)     make any change in the provisions of this Indenture
        relating to waivers of past Defaults or the rights of Holders of Notes
        to receive payments of principal of, premium or Liquidated Damages, if
        any, or interest on the Notes;

             (g)     waive a redemption payment with respect to any Note
        (other than a payment required by Sections 4.07 or 4.08 hereof); or

             (h)     make any change in Section 6.04 or 6.07 hereof or in the
        foregoing amendment and waiver provisions.

Section 9.03    Compliance with Trust Indenture Act

          Every amendment or supplement to this Indenture or the Notes shall
be set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

Section 9.04    Revocation and Effect of Consents

          Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note 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 notation of the consent
is not made on any Note.  However, any such Holder of a Note or subsequent
Holder of a Note may revoke the consent as to its Note if the Trustee

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receives written notice of revocation before the date the waiver, supplement
or amendment becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

Section 9.05    Notation on or Exchange of Notes

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

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

Section 9.06    Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  The Company may not sign an amendment or supplemental Indenture
until the Board of Directors approves it.  In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive and (subject to Section 7.01)
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.


                                  ARTICLE 10
                                  COLLATERAL

Section 10.01   Collateral Documents; Additional Collateral

          (a)     In order to secure the due and punctual payment of the
principal of and interest and Liquidated Damages, if any, on the Notes when
and as the same shall be due and payable, whether on an Interest Payment Date,
at maturity, on any Asset Sale Purchase Date or Change of Control Purchase
Date, or by acceleration, redemption or otherwise, and interest on the overdue
principal of and (to the extent permitted by law) interest, if any, on the
Notes and the performance of all other obligations of the Company and the
Subsidiary Guarantors to the Holders or the Trustee under this Indenture, the
Notes, the Subsidiary Guarantees, and any other documents contemplated hereby,
as the case may be, the Company, the Subsidiary Guarantors and the Trustee, as
applicable, have simultaneously with the execution of this Indenture entered
into the Collateral Documents.  The Trustee, the Company and the Subsidiary
Guarantors each hereby agree that the Trustee holds its interest

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in the Collateral in trust for the benefit of the Holders pursuant to the
terms of the Collateral Documents.  Each of the Company and the Subsidiary
Guarantors covenants and agrees that it will execute, acknowledge and deliver
to the Trustee such further assignments, transfers, assurances or other
instruments and will do or cause to be done all such acts and things as may be
necessary or proper to assure and confirm to the Trustee its interest in the
Collateral, or any part thereof, as from time to time constituted, and the
right, title and interest in and to the Collateral Documents so as to render
the same available for the security and benefit of this Indenture and of the
Notes.

          (b)     Promptly upon the acquisition or receipt by the Company or
any of the Subsidiary Guarantors of property and assets (whether real,
personal or mixed, tangible or intangible, and including, without limitation,
property and assets acquired or received pursuant to a merger or consolidation
of any Person or Persons with or into the Company or a Subsidiary Guarantor,
pursuant to an Asset Sale, pursuant to a transaction as a result of which a
Subsidiary Guarantor is released as provided in Section 12.04, or pursuant to
a transaction as a result of which a Person becomes a Subsidiary Guarantor as
provided in Section 12.03), of the type that constitutes or would constitute
Collateral (each such item of property and each such asset so acquired or
received being referred to herein as "After-Acquired Property"):

               (i)     the Company or the applicable Subsidiary Guarantor, as
the case may be, and the Trustee will enter into such amendments or
supplements to the Collateral Documents or such additional Mortgages and Deeds
of Trust (in each case in registerable or recordable form) and other
Collateral Documents, and the Company shall cause such amendments,
supplements, mortgages and other Collateral Documents to be filed and recorded
in all such governmental offices as shall be necessary in order to grant and
create a valid first priority Lien on and security interest in such
After-Acquired Property in favor of the Trustee (subject to no prior Liens
except as expressly permitted by this Indenture and the Collateral Documents
and subject, in the case of After-Acquired Property that constitutes New
Credit Agreement Collateral, to the prior Lien of the New Credit Agreement),
the Company shall cause appropriate financing statements to be filed in such
governmental offices as shall be necessary in order to perfect any security
interest in such After-Acquired Property as to which a security interest may,
under the Uniform Commercial Code of the applicable jurisdiction, be perfected
by the filing of a financing statement and, if any such After-Acquired
Property consists of stock certificates, promissory notes or other property as
to which, under the relevant Uniform Commercial Code, a security interest may
be perfected by possession, deliver such certificates, promissory notes and
other property, together with stock powers or assignments duly endorsed in
blank, to the Trustee; and

               (ii)     the Company or the applicable Subsidiary Guarantor, as
the case may be, shall also deliver to the Trustee the following:

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                       (x)     to the extent such After-Acquired Property
        consists of real property or a leasehold interest in real property, a
        title insurance policy or an endorsement to an existing title
        insurance policy, in the American Land Title Insurance Loan Policy
        Extended Coverage form, or its equivalent, and in an amount at least
        equal to the purchase price thereof (or, if such property was not
        purchased or such purchase price cannot be determined by the Company,
        the fair market value thereof as determined by the Board of Directors
        of the Company and set forth in an Officers' Certificate delivered to
        the Trustee), in favor of the Trustee insuring that the Lien of the
        Collateral Documents or any additional Collateral Documents
        constitutes a valid and perfected first priority Lien, subject only to
        such Liens as are permitted by this Indenture and the applicable
        Collateral Document, on such real property or leasehold interest in an
        aggregate amount equal to the purchase price or the fair market value,
        as applicable, of the real property or leasehold interest and
        containing such endorsements and other assurances of the type included
        in the title insurance policy delivered to the Trustee on the date of
        this Indenture with respect to the real property Collateral, together
        with an Officers' Certificate stating that any Liens or such real
        property or leasehold interest are Liens expressly permitted by this
        Indenture and the applicable Collateral Document;

                       (y)     any Opinions of Counsel required pursuant to
        Section 10.02(b) below; and

                       (z)     evidence of payment of all filing fees,
        recording and registration charges, transfer taxes and other costs and
        expenses, including reasonable legal fees and disbursements of counsel
        for the Trustee (and any local counsel), that may be incurred to
        validly and effectively subject the After-Acquired Property to the
        Lien of any applicable Collateral Document and perfect such Lien; and

               (iii)     The Company shall deliver to the Trustee an Opinion
of Counsel and an Officers' Certificate to the effect that the documents that
have been or are therewith delivered to the Trustee pursuant to this Section
10.01(b) (including any amendments, supplements, mortgages or other Collateral
Documents referred to in paragraph (i) above) conform to the requirements of
this Indenture.

          (c)     Each Holder, by accepting a Note, agrees to all the terms
and provisions of the Collateral Documents, including any additional
Collateral Documents described in paragraph (b) of this Section 10.01, as the
same may be amended or supplemented from time to time pursuant to the
provisions of the Collateral Documents (including such additional Collateral
Documents) and this Indenture.

Section 10.02   Recording, Registration and Opinions

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          (a)     The Company and the Subsidiary Guarantors shall take or
cause to be taken all action required to perfect, maintain, preserve and
protect the Lien on and security interest in the Collateral granted by the
Collateral Documents (subject only to Liens expressly permitted by this
Indenture and the Collateral Documents), including without limitation, the
filing of financing statements, continuation statements and any instruments of
further assurance, in such manner and in such places as may be required by law
fully to preserve and protect the rights of the Holders and the Trustee under
this Indenture and the Collateral Documents to all property comprising the
Collateral.  The Company and the Subsidiary Guarantors shall from time to time
promptly pay all financing and continuation statement recording, registration
and/or filing fees, charges and taxes relating to this Indenture and the
Collateral Documents, any amendments thereto and any other instruments of
further assurance required hereunder or pursuant to the Collateral Documents.
The Trustee shall not be responsible for any failure to so register, file or
record.

          (b)     The Company shall furnish to the Trustee, promptly after the
execution and delivery of this Indenture, an Opinion of Counsel either (i)
substantially to the effect that, in the opinion of such counsel, this
Indenture and the grant of the Liens on and security interests in the
Collateral intended to be made by the Collateral Documents and all other
instruments of further assurance, including, without limitation, financing
statements, have been properly recorded and filed to the extent necessary to
record or register (as the case may be), and if applicable, to perfect the
Liens on and security interests in the Collateral created by the Collateral
Documents, to the extent that, in the case of perfection of security
interests, a security interest may be perfected by filing under the Uniform
Commercial Code of the applicable jurisdiction, and reciting the details of
such action, and stating that as to the Liens and security interests created
pursuant to the Collateral Documents, such recordings, registrations and
filings are the only recordings, registrations and filings necessary to give
notice thereof and that no re-recordings, re-registrations or refilings are
necessary to maintain such notice (other than as stated in such opinion), or
(ii) to the effect that, in the opinion of such counsel, no such action is
necessary to record or register such Liens or to perfect such security
interests.  The Company or the applicable Subsidiary Guarantor shall furnish
to the Trustee, at the time of execution and delivery of any additional
Collateral Documents or any amendments or supplements to existing Collateral
Documents, an Opinion of Counsel either substantially to the effect set forth
in clause (i) of the immediately preceding sentence (but relating only to such
additional Collateral Documents or any amendments or supplements to existing
Collateral Documents and the related After-Acquired Property) or to the effect
set forth in clause (ii) thereof, and to the further effect that such
additional Collateral Documents or amendments or supplements to existing
Collateral Documents, as the case may be, have been duly authorized, executed
and delivered by, and constitute the valid, binding and enforceable
obligations of the Company or the relevant Subsidiary Guarantor, as the case
may be, subject to customary exceptions.  In addition, promptly after
execution and delivery of this Indenture, the Company shall deliver the
opinion required by TIA Section 314(b).

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<PAGE>

          (c)     The Company or the applicable Subsidiary Guarantor shall
furnish to the Trustee, at the time of execution and delivery of this
Indenture, with respect to each Mortgage and Deed of Trust, (i) a policy of
title insurance (or a commitment to issue such policy) insuring (or committing
to insure) the Lien of such Mortgage and Deed of Trust as a valid first
mortgage Lien, subject only to Liens permitted under this Indenture or such
Mortgage and Deed of Trust on the real property and fixtures described therein
which policy (or commitment) shall (A) be issued by a reputable title company,
(B) include such reinsurance arrangements, if any (with provisions for direct
access), as shall be customary in the same general area and for transactions
of this type and size, (C) have been supplemented by such endorsements as are
customary in the same general area and for transactions of this type and size
(and, in the case of any Mortgage and Deed of Trust executed after the date of
this Indenture, endorsements substantially identical to those included in the
title policies for the then existing Mortgages and Deeds of Trust) or, where
such endorsements are not available at commercially reasonable premium costs,
opinion letters of reputable architects or other reputable professionals
(including endorsements or opinion letters on matters relating to contiguity,
first loss, and so-called comprehensive coverage over covenants and
restrictions, if available) and (D) contain only such exceptions to title as
shall be Permitted Liens (each, a "Title Policy"), (ii) the aggregate amount
of all such Title Policies shall be not less than the principal amount of the
Notes and (iii) an Officers' Certificate stating that such Title Policies
comply with the requirements of this subsection (c).

          (d)     The Company shall furnish to the Trustee on April 15 in each
year, beginning with April 15, 1998, an Opinion of Counsel, dated as of such
date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, registration, filing, re-recording, re-registration and refiling of
this Indenture and all supplemental indentures, financing statements,
continuation statements and other documents as is necessary to maintain the
Lien of the Collateral Documents and reciting with respect to the Liens on and
security interests in the Collateral the details of such action or referring
to prior Opinions of Counsel in which such details are given, and (y) stating
that, based on relevant laws as in effect on the date of such Opinion of
Counsel, all financing statements, continuation statements and other documents
have been executed and filed that are necessary as of such date and during the
succeeding 24 months fully to maintain the Liens and security interests of the
Holders and the Trustee hereunder and under the Collateral Documents with
respect to the Collateral; provided that if there is a required filing of a
continuation statement within such 24 month period and such continuation
statement is not effective if filed at the time of the opinion, such opinion
may so state and in that case the Company shall cause a continuation statement
to be timely filed so as to maintain such Liens and security interests and
shall provide a further Opinion of Counsel to the effect of this clause (i)
upon the filing of the relevant continuation statement; or (ii) stating that,
in the opinion of such counsel, no such action is necessary to maintain such
Liens or security interests.

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Section 10.03   Release of Collateral

          (a)     The Trustee shall not at any time release Collateral from
the Liens created by this Indenture and the Collateral Documents unless such
release is in accordance with the provisions of this Indenture and the
Collateral Documents.

          (b)     Anything herein to the contrary notwithstanding, at any time
when an Event of Default shall have occurred and be continuing, no release of
Collateral pursuant to the provisions of this Indenture or the Collateral
Documents shall be effective as against the Holders.

          (c)     The release of any Collateral from the Lien of the
Collateral Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Collateral
Documents.  To the extent applicable, the Company shall cause TIA Section
314(d) relating to the release of property from the Lien of the Collateral
Documents and relating to the substitution therefor of any property to be
subjected to the Lien of the Collateral Documents to be complied with.  Any
certificate or opinion required by TIA Section 314(d) may be made by an
Officer of the Company, except in cases where TIA Section 314(d) requires that
such certificate or opinion be made by an independent person, which person
shall be an independent engineer, appraiser or other expert selected or
approved by the Trustee in the exercise of reasonable care.

Section 10.04   Possession and Use of Collateral

          Subject to and in accordance with the provisions of this Indenture
and the Collateral Documents (including, but not limited to, the Intercreditor
Agreement provisions in respect of the Lockbox Assignment Agreement, as
defined therein), so long as the Trustee has not exercised rights or remedies
with respect to the Collateral in connection with an Event of Default that has
occurred and is continuing, the Company and the Subsidiary Guarantors shall
have the right to remain in possession and retain exclusive control of and to
exercise all rights with respect to the Collateral (other than Trust Monies
held by the Trustee, other than monies or U.S. Government Obligations
deposited pursuant to Article 8, and other than as set forth in the Collateral
Documents and this Indenture), to operate, manage, develop, lease, use,
consume and enjoy the Collateral (other than Trust Monies held by the Trustee,
other than monies and U.S. Government Obligations deposited pursuant to
Article 8 and other than as set forth in the Collateral Documents and this
Indenture), to alter or repair any Collateral consisting of machinery or
equipment so long as such alterations and repairs do not impair the Lien of
the Collateral Documents thereon and to collect, receive, use, invest and
dispose of the reversions, remainders, interest, rents, lease payments,
issues, profits, revenues, proceeds and other income thereof.

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Section 10.05   Specified Releases of Collateral

          (a)     Satisfaction and Discharge; Defeasance.  The Company and the
Subsidiary Guarantors shall be entitled to obtain a full release of all of the
Collateral from the Liens of this Indenture and of the Collateral Documents
upon payment in full of all principal, premium, if any, interest and
Liquidated Damages, if any, on the Notes and of all Obligations for the
payment of money due and owing to the Trustee or the Holders, or upon
compliance with the conditions precedent set forth in Article 8 for Legal
Defeasance or Covenant Defeasance.  Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel, each to the
effect that such conditions precedent have been complied with (and which may
be the same Officers' Certificate and Opinion of Counsel required by Article
8), together with such documentation, if any, as may be required by the TIA
(including, without limitation, TIA Section 314(d)) prior to the release of
such Collateral, the Trustee shall forthwith take all necessary action (at the
request of and the expense of the Company) to release and reconvey to the
Company and the applicable Subsidiary Guarantors without recourse all of the
Collateral, and shall deliver such Collateral in its possession to the Company
and the applicable Subsidiary Guarantors including, without limitation, the
execution and delivery of releases and satisfactions wherever required.

          (b)     Dispositions of Primary Collateral Permitted by Section
4.08.  The Company and the Subsidiary Guarantors, as the case may be, shall be
entitled to obtain a release of, and the Trustee shall release, items of
Primary Collateral (the "Released Collateral") subject to an Asset Sale upon
compliance with the conditions precedent that the Company shall have delivered
to the Trustee the following:

                  (i)     An order of the Company requesting release of
        Released Collateral (a "Company Order"), such Company Order (A)
        specifically describing the proposed Released Collateral, (B)
        specifying the fair market value of such Released Collateral on a date
        within 60 days of the Company Order (the "Valuation Date"), (C)
        stating that the consideration to be received is at least equal to the
        fair market value of the Released Collateral, (D) stating that the
        release of such Released Collateral will not impair the value of the
        remaining Collateral or interfere with or impede the Trustee's ability
        to realize the value of the remaining Collateral and will not impair
        the maintenance and operation of the remaining Collateral, (E)
        confirming the sale of, or an agreement to sell, such Released
        Collateral in a bona fide sale to a Person that is not an Affiliate of
        the Company or, in the event that such sale is to a Person that is
        such an Affiliate, confirming that such sale is being made in
        accordance with Section 4.13, (F) certifying that such Asset Sale
        complies with the terms and conditions of this Indenture, including,
        without limitation, Section 4.08 hereof and (G) in the event that
        there is to be a substitution of property for the

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        Collateral subject to the Asset Sale, specifying the property
        intended to be substituted for the Collateral to be disposed of;

                  (ii)    An Officers' Certificate certifying that (A) such
        sale covers only the Released Collateral and/or property which is not
        Primary Collateral and complies with the terms and conditions of this
        Indenture, including, without limitation, Section 4.08 hereof, (B) all
        Primary Collateral Proceeds from the sale of any of the Released
        Collateral will be deposited in the Collateral Account, and all Net
        Proceeds from the sale of any of the Released Collateral (and any
        other property which is not Primary Collateral) will be applied
        pursuant to Section 4.08, (C) there is not and will not be a Default
        or Event of Default in effect or continuing on the date thereof, the
        Valuation Date or the date of such Asset Sale, (D) the release of the
        Primary Collateral will not result in a Default or Event of Default
        hereunder and (E) all conditions precedent to such release have been
        complied with;

                  (iii)   All documentation required by the TIA (including,
        without limitation, TIA Section 314(d)), if any, prior to the release
        of Collateral by the Trustee, and, in the event there is to be a
        substitution of property for the Collateral subject to the Asset Sale,
        all documentation required by the TIA to effect the substitution of
        such new Collateral and to subject such new Collateral to the Lien of
        the relevant Collateral Documents, and all documents required by
        Section 10.01 hereof; and

                  (iv)    An Opinion of Counsel stating that the documents
        that have been or are therewith delivered to the Trustee in connection
        with such release conform to the requirements of this Indenture and
        that all conditions precedent herein provided for relating to such
        release have been complied with.

          Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company or the applicable Subsidiary Guarantor the Released Collateral without
recourse by executing a release in the form provided by the Company or the
applicable Subsidiary Guarantor.

          (c)     Dispositions of Secondary Collateral Permitted by the New
Credit Agreement and the Intercreditor Agreement.  The Company and the
Subsidiary Guarantors, as the case may be, shall be entitled to obtain a
release of, and the Trustee shall release, items of Secondary Collateral upon
compliance with the conditions set forth in the New Credit Agreement and the
Intercreditor Agreement.  Notwithstanding the foregoing, the Company's right
to release Secondary Collateral shall be conditioned upon the Company
delivering to the Trustee  within 30 days following the end of each six month
period ending June 30 and December 31 of each year, an Officers' Certificate
to the effect that all sales, exchanges and other dispositions of Secondary
Collateral by the Company or any Subsidiary Guarantor, as the case may be,
during such six-month period were in the ordinary course of the Company's

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or such Subsidiary Guarantor's business and that all proceeds therefrom were
used by the Company or such Subsidiary Guarantor in connection with its
business or to make other case payments permitted by the Indenture.

          (d)     Eminent Domain, Expropriation and Other Governmental
Takings.  The Company and the Subsidiary Guarantors, as the case may be, shall
be entitled to obtain a release of, and the Trustee shall release, items of
Collateral taken by eminent domain or expropriation or sold pursuant to the
exercise by the United States of America or any State, municipality, province
or other governmental authority thereof of any right which it may then have to
purchase, or to designate a purchaser or to order a sale of, all or any part
of the Collateral, upon compliance with the conditions precedent that the
Company shall have delivered to the Trustee the following:

                  (i)     An Officers' Certificate of the Company certifying
        that (A) such Collateral has been taken by eminent domain or
        expropriation and the amount of the award therefor, or that such
        property has been sold pursuant to a right vested in the United States
        of America, or a State, municipality, province or other governmental
        authority thereof to purchase, or to designate a purchaser, or order a
        sale of such Collateral and the amount of the proceeds of such sale,
        and (B) all conditions precedent to such release have been complied
        with;

                  (ii)    Cash equal to the amount of the award for such
        property or the proceeds of such sale, shall be deposited with the
        Trustee in the Collateral Account and held as Trust Monies subject to
        the disposition thereof pursuant to Article 11 hereof; and

                  (iv)    All documentation required by the TIA (including,
        without limitation, TIA Section 314(d)), if any, prior to the release
        of Collateral by the Trustee.

          Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company or the applicable Subsidiary Guarantor without recourse the
aforementioned items of Collateral by executing a release in the form provided
by the Company or the applicable Subsidiary Guarantor.

          (e)     Released Property.  So long as no Default or Event of
Default shall have occurred and be continuing or would result therefrom, the
Company (acting on behalf of itself or any Subsidiary Guarantor) shall be
entitled to obtain a release of, and the Trustee shall release, Collateral
(other than Trust Monies and other than monies and U.S. Government Obligations
deposited pursuant to Article 8) specified by the Company ("Released
Property") provided (i) the fair market value of the Released Property in any

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single transaction, or series of related transactions, shall not exceed
$100,000, and (ii) prior to granting such release, the Company shall provide
the Trustee with the following:

                  (i)     A Company Order requesting release of Released
        Property, such Company Order (A) specifically describing the proposed
        Released Property, (B) specifying the fair market value of such
        Released Property on a date within 60 days of the Company Order, (C)
        stating that the release of such Released Property will not interfere
        with or impede the Trustee's ability to realize the value of the
        remaining Collateral and will not impair the maintenance and operation
        of the remaining Collateral and (D) stating that the fair market value
        of such Released Property does not exceed $100,000;

                  (ii)    An Officers' Certificate certifying that no Default
        or Event of Default has occurred and is continuing or will occur as a
        result of the release of the Released Property, and all conditions
        precedent to such release have been complied with; and

                  (iii)   All documentation required by the TIA (including,
        without limitation, TIA Section 314(d)), if any, prior to the release
        of the Released Property by the Trustee.

          Upon compliance by the Company with the conditions precedent set
forth above, the Trustee shall cause to be released and reconveyed to the
Company without recourse the aforementioned items of Collateral by executing a
release in the form provided by the Company.

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Section 10.06   Disposition of Collateral Without Release

          Notwithstanding the provisions of Section 10.05 and subject to
Sections 10.07 and 13.01 below, so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the Company
and the Subsidiary Guarantors may, without any prior release or consent by the
Trustee, conduct ordinary course activities in respect of the Collateral which
do not individually or in the aggregate adversely affect the value of the
Collateral, including (A) selling or otherwise disposing of, in any single
transaction or series of related transactions, any property subject to the
Lien of this Indenture or the Collateral Documents which has become worn out
or obsolete and which either has an aggregate fair market value of $100,000 or
less or which is replaced by property of substantially equivalent or greater
value which becomes subject to the Lien of the Collateral Documents as
After-Acquired Property; (B) abandoning, terminating, cancelling, releasing or
making alterations in or substitutions of any leases or contracts subject to
the Lien of this Indenture or any of the Collateral Documents; (C)
surrendering or modifying any franchise, license or permit subject to the Lien
of this Indenture or any of the Collateral Documents which it may own or under
which it may be operating; (D) altering, repairing, replacing, changing the
location or position of and adding to its structures, machinery, systems,
equipment, fixtures, and appurtenances, provided, however, that no change in
the location of any such Collateral subject to the Lien of any of the
Collateral Documents shall be made which (1) removes such property into a
jurisdiction in which any instrument required by law to preserve the Lien of
any of the Collateral Documents on such property, including all necessary
financing statements and continuation statements, has not been recorded,
registered or filed in the manner required by law to preserve the Lien of and
security interest in any of the Collateral Documents on such property, (2)
does not comply with the terms of this Indenture and the Collateral Documents
or (3) otherwise impairs the Lien of the Collateral Documents; (E)
demolishing, dismantling, tearing down or scrapping any Collateral or
abandoning any thereof if, in the good faith opinion of the Board of Directors
of the Company (as evidenced by a Board Resolution delivered to the Trustee if
it involves Collateral having a fair market value in excess of $100,000) such
demolition, dismantling, tearing down, scrapping or abandonment is in the best
interests of the Company, will not interfere with or impede the Trustee's
ability to realize the value of the remaining Collateral and will not impair
the maintenance and operation of the remaining Collateral, and the fair market
value and utility of the Collateral as an entirety, and the security for the
Notes, will not thereby be otherwise impaired; (F) granting a nonexclusive
license of any intellectual property; and (G) abandoning intellectual property
which has become obsolete and not used in the business of the Company or its
Subsidiaries.

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Section 10.07   Form and Sufficiency of Release

          In the event that the Company or any Subsidiary Guarantor has sold,
exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise
dispose of any portion of the Collateral that under the provisions of Section
10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Company
or any Subsidiary Guarantor, and the Company or such Subsidiary Guarantor
requests the Trustee to furnish a written disclaimer, release or quitclaim of
any interest in such property under this Indenture, the applicable Subsidiary
Guarantee of the Notes and the Collateral Documents, upon being satisfied that
the Company or such Subsidiary Guarantor is selling, exchanging or otherwise
disposing of the Collateral in accordance with the provisions of Section 10.05
or 10.06 (which may include receipt of an Officers' Certificate or Opinion of
Counsel upon the request of the Trustee), the Trustee shall execute,
acknowledge and deliver to the Company or such Subsidiary Guarantor such an
instrument in the form provided by the Company, and providing for release
without recourse, promptly after satisfaction of the conditions set forth
herein for delivery of any such release and shall take such other action as
the Company or such Subsidiary Guarantor may reasonably request and is
necessary to effect such release.  Notwithstanding the preceding sentence, all
purchasers and grantees of any property or rights purporting to be released
shall be entitled to rely upon any release executed by the Trustee hereunder
as sufficient for the purpose of this Indenture and as constituting a good and
valid release of the property therein described from the Lien of this
Indenture and of the Collateral Documents.

Section 10.08   Purchaser Protected

          No purchaser or grantee of any property or rights purporting to be
released shall be bound to ascertain the authority of the Trustee to execute
the release or to inquire as to the existence of any conditions herein
prescribed for the exercise of such authority.

Section 10.09   Authorization of Actions To Be Taken by the Trustee Under the
                Collateral Documents

          Subject to the provisions of the Collateral Documents:

          (a)     the Trustee may, in its sole discretion and without the
consent of the Holders, take all actions it deems necessary or appropriate in
order to (i) enforce any of the terms of the Collateral Documents and (ii)
collect and receive any and all amounts payable in respect of the Obligations
of the Company and the Subsidiary Guarantors hereunder and under the
Collateral Documents; and

          (b)     the Trustee shall have power to institute and to maintain
such suits and proceedings as it may deem expedient to prevent any impairment
of the Collateral by any act that may be unlawful or in violation of the
Collateral Documents or this Indenture, and

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such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders in the Collateral
(including the power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest thereunder or be prejudicial
to the interests of the Holders or of the Trustee).

Section 10.10   Authorization of Receipt of Funds by the Trustee Under the
                Collateral Documents

          The Trustee is authorized to receive any funds for the benefit of
Holders distributed under the Collateral Documents, to apply such funds as
provided in this Indenture and the Collateral Documents, and to make further
distributions of such funds to the Holders in accordance with the provisions
of Article 11 and the other provisions of this Indenture.


                                  ARTICLE 11
                         APPLICATION OF TRUST MONIES

Section 11.01   Collateral Account

          On the date of this Indenture there shall be established and, at all
times hereafter until this Indenture shall have terminated, there shall be
maintained with the Trustee the Collateral Account.  The Collateral Account
shall be established and maintained by the Trustee at its Corporate Trust
Office.  All Trust Monies which are received by the Trustee shall be deposited
in the Collateral Account and thereafter shall be held by and under the sole
dominion and control of the Trustee for the benefit of the Holders as a part
of the Collateral and, upon any entry upon or sale or other disposition of the
Collateral or any part thereof pursuant to any of the Collateral Documents, said
 Trust Monies shall be applied in accordance with Section 4.08; but prior to
any such entry, sale or other disposition, all or any part of the Trust Monies
may be withdrawn, and shall be released, paid or applied by the Trustee in
accordance with the terms of this Article.

Section 11.02   Withdrawal of Insurance Proceeds and Condemnation Awards

          To the extent that any Trust Monies consist of either (a) Net
Insurance Proceeds or (b) Net Awards, such Trust Monies, to the extent
consistent with the Intercreditor Agreement, may be withdrawn by the Company
and shall be paid by the Trustee upon a Company Request delivered to the
Trustee to reimburse the Company or the applicable Subsidiary Guarantor for
expenditures made, or to pay costs incurred, by the Company or such Subsidiary
Guarantor in connection with the repair, rebuilding or

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replacement of the Collateral destroyed, damaged or taken, upon receipt by the
Trustee of the following:

          (a)     An Officers' Certificate, dated not more then 30 days prior
to the date of the application for the withdrawal and payment of such Trust
Monies setting forth:

                  (i)     that expenditures have been made, or costs incurred
        by the Company or such Subsidiary Guarantor, as the case may be, in a
        specified amount in connection with certain repairs, rebuildings and
        replacements of the Collateral, which shall be briefly described, and
        stating the fair market value thereof to the Company or such
        Subsidiary Guarantor at the date of the acquisition thereof by the
        Company or such Subsidiary Guarantor;

                  (ii)    that no part of such expenditures or costs has been
        or is being made the basis for the withdrawal of any Trust Monies in
        any previous or then pending application pursuant to this Section
        11.02;

                  (iii)   that no part of such expenditures or costs has been
        paid out of either the proceeds of insurance upon any part of the
        Collateral not required to be paid to the Trustee under the Collateral
        Documents or any award for or the proceeds from any of the Collateral
        being taken not required to be paid to the Trustee under Section
        10.05(d), as the case may be;

                  (iv)    that there is no outstanding Indebtedness, other
        than costs for which payment is being requested, known to the Company,
        after due inquiry, for the purchase price or construction of such
        repairs, rebuildings or replacements, or for labor, wages, materials
        or supplies in connection with the making thereof, which, if unpaid,
        might become the subject of a vendor's, mechanics', laborers',
        materialmen's, statutory or other similar Lien upon any such repairs,
        rebuildings or replacement, which Lien might, in the opinion of the
        signers of such Officers' Certificate, materially impair the security
        afforded by such repairs, rebuildings or replacements;

                  (v)     that the property to be repaired, rebuilt or
        replaced is necessary or desirable in the conduct of the Company's or
        such Subsidiary Guarantor's business;

                  (vi)    that the Company or such Subsidiary Guarantor has
        title to such repairs, rebuildings and replacements that is
        substantially similar to its title to the property destroyed, damaged
        or taken and that any Liens upon such repairs, rebuildings and
        replacements are expressly permitted by this Indenture and the
        applicable Collateral Documents;

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<PAGE>

                  (vii)   that no Default or Event of Default shall have
        occurred and be continuing; and

                  (viii)  that all conditions precedent herein provided for
        relating to such withdrawal and payment have been complied with.

          (b)     All documentation required under the TIA (including, without
limitation, TIA Section 314(d));

          (c)     All documentation necessary to subject such repairs,
rebuildings or replacements to a valid first priority Lien and security
interest in favor of the Trustee (or, in the case of property subject to a
Mortgage and Deed of Trust, the Trustee or another trustee under such Mortgage
and Deed of Trust) for the benefit of the Holders pursuant to the Collateral
Documents, including, without limitation, all instruments, agreements,
certificates, Opinions of Counsel and documents required by Section 10.01; and

          (d)     An Opinion of Counsel substantially stating:

                  (i)     that the instruments that have been or are therewith
        delivered to the Trustee conform to the requirements of this Indenture
        and the other Collateral Documents, and that, upon the basis of such
        Company Order and the accompanying documents specified in this Section
        11.02, all conditions precedent herein provided for relating to such
        withdrawal and payment have been complied with, and the Trust Monies
        whose withdrawal is then requested may be paid over under this Section
        11.02;

                  (ii)    that the relevant Collateral Documents create a
        valid, binding and enforceable Lien on and security interest in such
        repairs, rebuildings and replacements in favor of the Trustee in favor
        of the Holders and, to the extent that a security interest in any such
        property may be perfected under the relevant Uniform Commercial Code,
        a perfected security interest in such property; and

                  (iii)   that all the Company's or such Subsidiary
        Guarantor's right, title and interest in and to said repairs,
        rebuilding or replacements, or combination thereof are then subject to
        the Lien of this Indenture and the relevant Collateral Documents.

          Upon compliance with the foregoing provisions of this Section 11.02
and Section 11.01, the Trustee shall, upon receipt of a Company Order, pay an
amount of Trust Monies of the character aforesaid equal to the amount of the
expenditures or costs stated in the Officers' Certificate required by clause
(i) of paragraph (a) of this Section 11.02, or the

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fair market value to the Company or the applicable Subsidiary Guarantor of
such repairs, rebuildings and replacements stated in such Officers'
Certificate (or in an Independent Appraiser's or Independent Financial
Advisor's certificate, if required by the TIA), whichever is less; provided,
however, that notwithstanding the above, so long as no Default or Event of
Default shall have occurred and be continuing, in the event that any Net
Insurance Proceeds or Net Awards for such property or proceeds of such sale do
not exceed $25,000 and, in the good faith estimate of the Company, such
destruction or damage resulting in such Net Insurance Proceeds or such taking
or sale resulting in such Net Awards does not detrimentally affect the value
or use of the applicable Collateral in any material respect, upon delivery to
the Trustee of an Officers' Certificate to such effect and compliance with
Section 10.01, the Trustee shall release to the Company or the applicable
Subsidiary Guarantor such Net Insurance Proceeds or Net Awards for such
property or proceeds of such sale, free of the Lien hereof and of the
Collateral Documents.

Section 11.03   Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer

          To the extent that any Trust Monies consist of Collateral Proceeds
received by the Trustee pursuant to the provisions of Section 4.08 hereof and
an Asset Sale Offer has been made in accordance therewith, such Trust Monies
may be withdrawn by the Company and shall be paid by the Trustee to the Paying
Agent for application in accordance with Section 4.08 upon a Company Order to
the Trustee and upon receipt by the Trustee of the following:

          (a)     An Officers' Certificate, dated not more than five days
prior to the Asset Sale Purchase Date stating:

                  (i)     that no Default or Event of Default shall have
        occurred and be continuing;

                  (ii)    (x) that such Trust Monies constitute Collateral
        Proceeds or are deemed, pursuant to Section 4.08, to constitute
        Collateral Proceeds, (y) that pursuant to and in accordance with
        Section 4.08, the Company has made an Asset Sale Offer and (z) the
        Available Amount to be applied to the repurchase of the Notes pursuant
        to the Asset Sale Offer;

                  (iii)   the Asset Sale Purchase Date; and

                  (iv)    that all conditions precedent and covenants herein
        provided for relating to such application of Trust Monies have been
        complied with;

          (b)     All documentation, if any, required under TIA Section 314(d);
and

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<PAGE>

          Upon compliance with the foregoing provisions of this Section 11.03,
the Trustee shall apply the Trust Monies as directed and specified by such
Company Order, subject to Section 4.08.

Section 11.04   Withdrawal of Trust Monies for Investment in Replacement Assets

          In the event the Company intends to reinvest Collateral Proceeds of
an Asset Sale in Replacement Assets (the "Released Trust Monies"), such
Collateral Proceeds constituting Trust Monies may be withdrawn by the Company
and shall be paid by the Trustee to the Company upon a Company Order to the
Trustee and upon receipt by the Trustee of the following:

          (a)     a notice signed by the Company (each, a "Trust Monies
Release Notice"), which shall (i) refer to this Section 11.04, (ii) contain
all documents referred to below, (iii) describe with particularity the
Released Trust Monies, (iv) describe with particularity the Replacement Assets
to be invested in with respect to the Released Trust Monies and (v) be
accompanied by a counterpart of the instruments proposed to give effect to the
release fully executed and acknowledged (if applicable) by all parties thereto
other than the Trustee;

          (b)     An Officers' Certificate certifying that (i) such Trust
Monies constitute Net Proceeds, (ii) the release of the Released Trust Monies
complies with the terms and conditions of this Indenture, (iii) there is no
Default or Event of Default in effect or continuing on the date thereof, (iv)
the release of the Released Trust Monies will not result in a Default or Event
of Default hereunder and (v) all conditions precedent to such release have
been complied with;

          (c)     All documentation required under the TIA (including, without
limitation, TIA Section 314(d));

          (d)     All documentation necessary to subject such Replacement
Assets to a valid first priority Lien and security interest (subject only to
Liens expressly permitted by this Indenture or the relevant Collateral
Documents) in favor of the Trustee for the benefit of the Holders pursuant to
the Collateral Documents, including, without limitation, all instruments,
agreements, Opinions of Counsel, certificates and other documents required by
Section 10.01; and

          (e)     An Opinion of Counsel stating:

                  (i)     that the documents that have been or are therewith
        delivered to the Trustee in connection with an investment in
        Replacement Assets conform to

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<PAGE>

        the requirements of this Indenture and that all conditions precedent
        herein provided for relating to such application of Trust Monies have
        been complied with; and

                  (ii)    to the extent that such Replacement Assets were
        acquired with Collateral Proceeds, the relevant Collateral Documents
        create a valid, binding and enforceable Lien on and security interest
        in such Replacement Assets in favor of the Trustee for the benefit of
        the Holders and, to the extent that a security interest in any such
        Replacement Assets may be perfected under the relevant Uniform
        Commercial Code, a perfected security interest in such property.

          Upon compliance with the foregoing provisions, the Trustee shall
apply the Released Trust Monies as directed and specified by the Company.

Section 11.05   Investment of Trust Monies

           So long as no Default or Event of Default shall have occurred and
is continuing, all or any part of any Trust Monies held by the Trustee shall
from time to time be invested or reinvested by the Trustee in any Cash
Equivalents pursuant to a Company Order, which shall specify the Cash
Equivalents in which such Trust Monies shall be invested and shall certify
that such investments constitute Cash Equivalents and the Trustee shall sell
any such Cash Equivalent only upon receipt of a Company Order specifying the
particular Cash Equivalent to be sold.  So long as no Default or Event of
Default occurs and is continuing, any interest or dividends accrued, earned or
paid on such Cash Equivalents (in excess of any accrued interest or dividends
paid at the time of purchase) that may be received by the Trustee shall be
forthwith paid to the Company.  Such Cash Equivalents shall be held by the
Trustee as a part of the Collateral, subject to the same provisions hereof as
the cash used by it to purchase such Cash Equivalents.

          The Trustee shall not be liable or responsible for any loss
resulting from such investments or sales except only for its own negligent
action, its own negligent failure to act or its own willful misconduct in
complying with this Section 11.05.


                                  ARTICLE 12
                            SUBSIDIARY GUARANTEES

Section 12.01   Subsidiary Guarantees

          Subject to the provisions of this Article 12, each Subsidiary
Guarantor, jointly and severally, hereby unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, that:  (a) the principal of, and premium and
interest and Liquidated Damages, if any, on the

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Notes shall be duly and punctually paid in full when due, whether at maturity,
by acceleration or otherwise, and interest on overdue principal, and premium,
if any, and (to the extent permitted by law) interest on any interest, if any,
on the Notes and all other obligations of the Company to the Holders or the
Trustee hereunder or under the Notes (including fees, expenses or other) shall
be promptly paid in full or performed, all in accordance with the terms
hereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same shall be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise
(collectively, the "Guarantee Obligations").  Failing payment when due of any
Guarantee Obligation or failing performance of any other obligation of the
Company to the Holders, for whatever reason, each Subsidiary Guarantor shall
be obligated to pay, or to perform or to cause the performance of, the same
immediately.  An Event of Default under this Indenture or the Notes shall
constitute an event of default under this Subsidiary Guarantee, and shall
entitle the Trustee or the Holders of Notes to accelerate the Guarantee
Obligations of each Subsidiary Guarantor hereunder in the same manner and to
the same extent as the Obligations of the Company.  Each Subsidiary Guarantor
hereby agrees that its Guarantee Obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any thereof, the entry of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge
or defense of a Subsidiary Guarantor.  Each Subsidiary Guarantor hereby waives
and relinquishes:  (a) any right to require the Trustee, the Holders or the
Company (each, a "Benefitted Party") to proceed against the Company, the
Subsidiaries or any other Person or to proceed against or exhaust any security
held by a Benefitted Party at any time or to pursue any other remedy in any
secured party's power before proceeding against the Subsidiary Guarantors; (b)
any defense that may arise by reason of the incapacity, lack of authority,
death or disability of any other Person or Persons or the failure of a
Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons; (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of the Subsidiary
Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor
of the Subsidiary Guarantors, the Company or the Subsidiaries or on the part
of any other Person whomsoever in connection with any obligations the
performance of which are hereby guaranteed; (d) any defense based upon an
election of remedies by a Benefitted Party, including but not limited to an
election to proceed against the Subsidiary Guarantors for reimbursement; (e)
any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (f) any defense arising because of
a Benefitted Party's election, in any proceeding instituted under the
Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy
Code; and (g) any defense based on any

                                      104
<PAGE>

borrowing or grant of a security interest under Section 364 of the Bankruptcy
Code.  The Subsidiary Guarantors hereby covenant that the Subsidiary
Guarantees shall not be discharged except by payment in full of all Guarantee
Obligations, including the principal, premium, if any, and interest on the
Notes and all other costs provided for under this Indenture, the Collateral
Documents or as provided in Section 8.01.

          If any Holder or the Trustee is required by any court or otherwise
to return to either the Company or the Subsidiary Guarantors, or any trustee
or similar official acting in relation to either the Company or the Subsidiary
Guarantors, any amount paid by the Company or the Subsidiary Guarantors to the
Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each of the
Subsidiary Guarantors agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Guarantee Obligations
hereby until payment in full of all such obligations.  Each Subsidiary
Guarantor agrees that, as between it, on the one hand, and the Holders of
Notes and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes hereof, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guarantee Obligations, and (y)
in the event of any acceleration of such obligations as provided in Article 6
hereof, such Guarantee Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purpose
of the Subsidiary Guarantee.

Section 12.02   Execution and Delivery of Subsidiary Guarantees

          To evidence the Subsidiary Guarantees set forth in Section 12.01
hereof, each of the Subsidiary Guarantors agrees that a notation of the
Subsidiary Guarantees substantially in the form included in Exhibit A hereto
shall be endorsed on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of the Subsidiary Guarantors
by the Chairman of the Board, any Vice Chairman, the President or one of the
Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal
reproduced on this Indenture and attested to by an Officer other than the
Officer executing this Indenture.

          Each of the Subsidiary Guarantors agree that the Subsidiary
Guarantees set forth in this Article 12 will remain in full force and effect
and apply to all the Notes notwithstanding any failure to endorse on each Note
a notation of the Subsidiary Guarantees.

          If an Officer whose facsimile signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note on which the
Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid
nevertheless.

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<PAGE>

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees
set forth in this Indenture on behalf of the Subsidiary Guarantors.

Section 12.03   Subsidiary Guarantors May Consolidate, etc., on Certain Terms

          (a)     Nothing contained in this Indenture or in the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into the
Company or another Subsidiary Guarantor, or shall prevent the transfer of all
or substantially all of the assets of a Subsidiary Guarantor to the Company or
another Subsidiary Guarantor.  Upon any such consolidation, merger, transfer
or sale, the Subsidiary Guarantee of such Subsidiary Guarantor shall no longer
have any force or effect.

          (b)     Subject to the provisions of Section 12.04, each Subsidiary
Guarantor shall not, in a single transaction or series of related
transactions, consolidate or merge with or into (whether or not such
Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
other than the Company or another Subsidiary Guarantor unless (i) the Person
formed by or surviving any such consolidation or merger (if other than such
Subsidiary Guarantor) or the Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made (the "Surviving
Entity") assumes all the Guarantee Obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee; (ii) immediately
after such transaction no Default or Event of Default exists; (iii) the
Surviving Entity (A) shall have Consolidated Net Worth immediately after the
transaction equal to or greater than the Consolidated Net Worth of such
Subsidiary Guarantor immediately preceding the transaction and (B) the Company
shall, at the time of such transaction and after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.10; (iv) the Surviving Entity causes such
amendments, supplements or other instruments to be filed and recorded in such
jurisdictions as may be required by applicable law to preserve and protect the
Lien of the Collateral Documents in the Collateral owned by or transferred to
the Surviving Entity, together with such financing statements as may be
required by applicable law to preserve and protect the Lien of the Collateral
Documents in the Collateral owned by or transferred to the Surviving Entity,
together with such financing statements as may be required to perfect any
security interests in such Collateral which may be perfected by the filing of
a financing statement under the Uniform Commercial Code of the relevant
states; (v) the Collateral owned by or transferred to the Surviving Entity
shall (1) continue to constitute Collateral under the Indenture and the
Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee
for the benefit

                                      106
<PAGE>

of the holders of the Notes and (3) shall not be subject to any Lien other
than Permitted Liens; (v) the property and assets of the person which is
merged or consolidated with or into the Surviving Entity, to the extent that
they are property and assets of types which would constitute Collateral under
the Collateral Documents, shall be treated as After-Acquired Property and the
Surviving Entity shall take such actions as may be necessary to cause such
property and assets to be made subject to the Lien of the Collateral Documents
in the manner and to the extent required in the Indenture; and (vi) such
Subsidiary Guarantor shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel addressed to the Trustee, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or disposition and such supplemental indenture, if any, comply with this
Indenture and that such supplemental indenture is enforceable.  In case of any
such consolidation, merger or transfer of assets and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered
to the Trustee and satisfactory in form to the Trustee, of the Subsidiary
Guarantees endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of this Indenture to be performed by such
Guarantor, such successor corporation shall succeed to and be substituted for
such Subsidiary Guarantor with the same effect as if it had been named herein
as a Subsidiary Guarantor.  Such successor corporation thereupon may cause to
be signed any or all of the Subsidiary Guarantees to be endorsed upon all of
the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee.  All the Subsidiary Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.

          (c)     The Trustee, subject to the provisions of Section 12.04
hereof, shall be entitled to receive an Officers' Certificate and an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption of Guarantee Obligations, comply with the
provisions of this Section 12.03.  Such Officers' Certificate and Opinion of
Counsel shall comply with the provisions of Section 12.05.

Section 12.04   Releases Following Sale of Assets

          Notwithstanding Section 12.03 hereof, in the event of a sale or
other disposition of all or substantially all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all (or substantially all) of the Capital Stock of any
Subsidiary Guarantor, which sale or other disposition otherwise complies with
the other terms of this Indenture, then such Subsidiary Guarantor (in the
event of a sale or other disposition, by way of such a merger, consolidation
or otherwise, of all or substantially all of the Capital Stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of
such Subsidiary Guarantor) shall be released from and relieved of any
Guarantee

                                      107
<PAGE>

Obligations under its Subsidiary Guarantee; provided that the Net Proceeds
from such sale or other disposition are treated in accordance with the
provisions of Section 4.08 hereof.  Upon delivery by the Company to the
Trustee of an Officer's Certificate and Opinion of Counsel, to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.08
hereof, the Trustee shall execute any documents reasonably required in order
to evidence the release of any such Subsidiary Guarantor from its Guarantee
Obligations under its Subsidiary Guarantee.  Any Subsidiary Guarantor not
released from its Guarantee Obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of and interest on the Notes
and for the other Obligations of any Subsidiary Guarantor under this Indenture
as provided in this Article 12.

Section 12.05   Limitation of Subsidiary Guarantor's Liability

          Each Subsidiary Guarantor, and by its acceptance hereof each Holder,
hereby confirms that it is the intention of all such parties that the
Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee
not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law.  To effectuate the foregoing
intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree
that the Guarantee Obligations of such Subsidiary Guarantor under this Article
12 shall be limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities of such Subsidiary Guarantor and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the Guarantee Obligations of such
other Subsidiary Guarantor under this Article 12, result in the Guarantee
Obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of
such Subsidiary Guarantor not constituting a fraudulent transfer or
conveyance.

Section 12.06   Application of Certain Terms and Provisions to the Subsidiary
                Guarantors

          (a)     For purposes of any provision of this Indenture which
provides for the delivery by any Subsidiary Guarantor of an Officers'
Certificate and/or an Opinion of Counsel, the definitions of such terms in
Section 1.01 shall apply to such Subsidiary Guarantor as if references therein
to the Company were references to such Subsidiary Guarantor.

          (b)     Any request, direction, order or demand which by any
provision of this Indenture is to be made by any Subsidiary Guarantor, shall
be sufficient if evidenced as described in Section 13.02 as if references
therein to the Company were references to such Subsidiary Guarantor.

                                      108
<PAGE>

          (c)     Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the holders of Notes to or on any Subsidiary Guarantor may be given or served
as described in Section 13.02 as if references therein to the Company were
references to such Subsidiary Guarantor.

          (d)     Upon any demand, request or application by any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, such
Subsidiary Guarantor shall furnish to the Trustee such certificates and
opinions as are required in Section 13.04 hereof as if all references therein
to the Company were references to such Subsidiary Guarantor.


                                  ARTICLE 13
                                MISCELLANEOUS

Section 13.01   Trust Indenture Act Controls

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

Section 13.02   Notices

          Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:


          If to the Company:

               RBX Corporation
               5221 ValleyPark Drive
               Roanoke, VA  24019
               Attention:  Chief Financial Officer
               Telephone No.:  (703) 561-6012
               Telecopier No.:  (703) 561-6033


          If to the Trustee:

               State Street Bank and Trust Company
               225 Asylum Street

                                      109
<PAGE>

               Goodwin Square
               Hartford, Connecticut 06103
               Telephone No.:  (860) 244-1820
               Telecopier No.:  (860) 244-1889
               Attention:  Corporate Trust Group

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

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given:  at the time delivered by hand, if
personally delivered; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day
delivery.

          Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar.  Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA.  Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 13.03   Communication by Holders of Notes with Other Holders of Notes

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

Section 13.04   Certificate and Opinion as to Conditions Precedent

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

             (a)     an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 13.05 hereof) stating that, in the opinion of the
        signers, all conditions precedent and

                                      110
<PAGE>

        covenants, if any, provided for in this Indenture relating to the
        proposed action have been satisfied; and

             (b)     an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 13.05 hereof) stating that, in the opinion of such
        counsel, all such conditions precedent and covenants have been
        satisfied.

Section 13.05   Statements Required in Certificate or Opinion

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

             (b)     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;

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

             (d)     a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

Section 13.06   Rules by Trustee and Agents

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

Section 13.07   No Personal Liability of Directors, Officers, Employees and
                Stockholders

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company, as such, shall have any liability for any
Obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and

                                      111
<PAGE>

releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.

Section 13.08   Governing Law

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

Section 13.09   No Adverse Interpretation of Other Agreements

          This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 13.10   Successors

          All agreements of the Company in this Indenture and the Notes shall
bind its successors.  All agreements of the Trustee in this Indenture shall
bind its successors.

Section 13.11   Severability

          In case any provision in this Indenture or in the Notes 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 13.12   Counterpart Originals

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

                                      112
<PAGE>

Section 13.13   Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

Section 13.14   Intercreditor Agreement

          Notwithstanding anything to the contrary contained herein (but
subject to Section 13.01 hereof), all of the provisions of Articles 10 and 11
are subject to the Intercreditor Agreement.


                       [Signatures on following pages]

                                      113
<PAGE>

                                  SIGNATURES

Dated as of December 11, 1997          RBX CORPORATION


                              By:      /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:    Frank H. Roland
                              Title:   President and Chief Executive Officer

Attest:


        /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997          GROENDYK MANUFACTURING
                                       COMPANY, INC.



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

        /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997     HOOVER-HANES RUBBER CUSTOM MIXING      CORP.


                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

        /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer

                                      S-1
<PAGE>

Dated as of December 11, 1997     MIDWEST RUBBER CUSTOM MIXING CORP.



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997          OLETEX INC.



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997          RUBATEX CORPORATION



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer

                                      S-2
<PAGE>

Dated as of December 11, 1997          UNIVERSAL RUBBER COMPANY



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997          UNIVERSAL POLYMER & RUBBER INC.



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer


Dated as of December 11, 1997          WALTEX CORPORATION



                              By:     /s/ Frank H. Roland
                                  -----------------------------------------
                              Name:  Frank H. Roland
                              Title:    President and Chief Executive Officer

       /s/ John Cantlin                    (SEAL)
-------------------------------
Name:  John Cantlin
Title: Chief Financial Officer

                                      S-3
<PAGE>

Dated as of December 11, 1997

                                       STATE STREET BANK AND TRUST COMPANY


                              By:     /s/ Michael Hopkins
                                  -----------------------------------------
                              Name:     Michael Hopkins
                              Title:     Vice President

                                      S-4
<PAGE>

                                  EXHIBIT A
                               (Face of Note)    CUSIP No:[749280AC7 (144A)]
                                                        [U75332AA1 (Reg. S)]

           12% [Series A] [Series B] Senior Secured Notes due 2003

No.                                                             $__________

                               RBX CORPORATION

promises to pay to                    or registered assigns,

the principal sum of                  Dollars on January 15, 2003.

Interest Payment Dates:  January 15 and July 15

Record Dates:  January 1 and July 1

                                Dated:

                                RBX CORPORATION

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

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

                               (SEAL)


Certificate of Authentication:

This is one of the [Global] Notes
referred to in the within-mentioned Indenture:

State Street Bank and Trust Company

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

                                      A-1
<PAGE>

                                (Back of Note)

           12% [Series A] [Series B] Senior Secured Notes due 2003

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.]

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.](1)

[THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

-------------------
(1)  To be included only on Global Notes deposited with DTC as Depositary.

                                      A-2
<PAGE>

TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT)
(AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C)
IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER
THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES"  HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1.  Interest.  RBX Corporation, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 12% per annum
from December 11,

                                      A-3
<PAGE>

1997 until maturity and shall pay the Liquidated Damages, if any, payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company will pay interest and Liquidated Damages, if any, semi-annually on
January 15 and July 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "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 date of issuance;
provided that if there is no existing Default in the payment of interest, and
if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be July 15, 1998.  The Company shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including Accrued Bankruptcy Interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     2.  Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the January 1 or July
1 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture (as defined below) with respect to
defaulted interest.  The Notes will be payable as to principal, premium,
interest and Liquidated Damages at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Liquidated Damages
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Liquidated Damages on all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent.  Such payment shall be 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.

     3.  Paying Agent and Registrar.  Initially, State Street Bank and Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its Subsidiaries may act in any
such capacity.

     4.  Indenture.  The Company issued the Notes under an Indenture dated as
of December 11, 1997 ("Indenture") among the Company, the Subsidiary
Guarantors and the Trustee.  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, as amended (15 U.S. Code

                                      A-4
<PAGE>

Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms.  The
Notes are secured obligations of the Company limited to $100,000,000 in
aggregate principal amount.

     5.  Optional Redemption.

          The Company shall not have the option to redeem the Notes prior to
July 15, 1999.  Thereafter, the Company shall have the option to redeem the
Notes, in whole or in part, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the applicable redemption date, if
redeemed prior to maturity and after the respective dates indicated below:

<TABLE>
<CAPTION>
     DATE                                        PERCENTAGE
     ----                                        ----------
     <S>                                         <C>
     July 15, 1999                                  103.0%
     January 15, 2000                               104.5%
     January 15, 2001                               106.0%
     January 15, 2002                               107.5%
</TABLE>

          Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address.  Notes in denominations larger than $1,000
may be redeemed in part but only in integral multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed.  On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

     6.  Mandatory Redemption.

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

     7.  Repurchase Offers.

          (a)  Change of Control Offer.  Upon the occurrence of a Change of
Control, the Company shall offer to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon to the date of purchase (the
"Change of Control Payment").  Within 30 days following any Change of Control,
the Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes pursuant to the procedures required by the Indenture and described in
such notice.  The Company shall

                                      A-5
<PAGE>

comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.

          (b)  Asset Sale Offer.  The Company shall not, and shall not permit
any of its Subsidiaries to, engage in an Asset Sale in excess of $1,000,000
unless (i) the Company (or the Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value, and in the case of a lease of assets, a lease providing for rent and
other conditions which are no less favorable to the Company (or the
Subsidiary, as the case may be) in any material respect than the then
prevailing market conditions (evidenced in each case by a resolution of the
Board of Directors of such entity set forth in an Officers' Certificate
delivered to the Trustee) of the assets or Equity Interests sold or otherwise
disposed of, (ii) at least 75% (100% in the case of lease payments) of the
consideration therefor received by the Company or such Subsidiary is in the
form of cash or Cash Equivalents; provided that the amount of (x) any
liabilities (as shown on the Company's or such Subsidiary's most recent
balance sheet or in the notes thereto, excluding contingent liabilities and
trade payables), of the Company or any Subsidiary (other than liabilities that
are by their terms subordinated to, or pari passu with, the Notes or any
Guarantee thereof) that are assumed by the transferee of any such assets and
(y) any notes or other obligations received by the Company or any such
Subsidiary from such transferee that are promptly, but in no event more than
30 days after receipt, converted by the Company or such Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash for purposes
of this provision, (iii) if such Asset Sale involves the disposition of
Collateral, the Company or such Subsidiary has complied with Articles 10 and
11 of the Indenture, and (iv) the Company or the Subsidiaries, as the case may
be, applies the Net Proceeds as provided in the following paragraph.

     Any such Net Proceeds shall be applied within 360 days of the related
Asset Sale as follows:

             (i)     to the extent that such Net Proceeds are derived from
        property or assets which do not constitute Primary Collateral or are
        not deemed (pursuant to the provisions described below) to constitute
        Primary Collateral Proceeds ("Non-Primary Collateral Proceeds"), such
        Non-Primary Collateral Proceeds may, at the option of the Company, be
        applied to repay Indebtedness outstanding under the New Credit
        Agreement; and

             (ii)    with respect to any Net Proceeds derived from property or
        assets which constitute Primary Collateral ("Primary Collateral
        Proceeds") or derived from a transaction as a result of which a
        Subsidiary Guarantor is released from its Subsidiary Guarantee as
        provided in Section 12.04 and which (pursuant to the provisions
        described below) are deemed to be Primary Collateral Proceeds, and
        with

                                      A-6
<PAGE>

        respect to any Non-Primary Collateral Proceeds remaining after
        application as described in subparagraph (i) above (all such Primary
        Collateral Proceeds and amounts deemed to be Primary Collateral
        Proceeds, together with any such remaining Non-Primary Collateral
        Proceeds being hereinafter called, collectively, the "Available
        Amount"), such Available Amount shall, if the Company so elects, be
        applied (A) to the acquisition of another business or the acquisition
        of other long-term assets, in each case, in the same or a similar line
        of business as the Company or any of its Subsidiaries was engaged in
        on the date of the Indenture or any reasonable extensions or
        expansions thereof ("Replacement Assets"); provided, that any
        Replacement Assets acquired with any Primary Collateral Proceeds or
        amounts deemed to constitute Primary Collateral Proceeds (1) shall be
        owned by the Company or by the Subsidiary Guarantor that made the
        Asset Sale and shall not be subject to any Liens except Permitted
        Liens (and the Company or such Subsidiary Guarantor, as the case may
        be, shall execute and deliver to the Trustee such Collateral Documents
        or other instruments as shall be necessary to cause such Replacement
        Assets to become subject to a Lien in favor of the Trustee, for the
        benefit of the holders of the Notes, securing its obligations under
        the Notes or its Subsidiary Guarantee, as the case may be, and
        otherwise shall comply with the provisions of this Indenture
        applicable to After-Acquired Property), and (2) shall not include any
        New Credit Agreement Collateral or (B) to reimburse the Company or its
        Subsidiaries for expenditures made, and costs incurred, to repair,
        rebuild, replace or restore property subject to loss, damage or taking
        to the extent that the Net Proceeds consist of Net Insurance Proceeds
        received on account of such loss, damage or taking.

     Any portion of the Available Amount that is not used as described in
subparagraphs (i) or (ii) above within such 360 day period shall constitute
"Excess Proceeds" subject to disposition as provided below.  When the
aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall be
required to make an offer to all Holders of Notes (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase, in accordance with the
procedures set forth in the Indenture.  To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use any remaining Excess Proceeds to make a
similar repurchase offer to holders of Senior Subordinated Notes, and, to the
extent not accepted by such holders, for general corporate purposes.   Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

     8.  Denominations, Transfer, Exchange.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate

                                      A-7
<PAGE>

endorsements and transfer documents and the Company may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture.  The
Company need not exchange or register the transfer of any Note or portion of a
Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, it need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

     9.  Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.

     10.  Amendment, Supplement and Waiver.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes.  Without the
consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the
Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

     11.  Defaults and Remedies.  Each of the following constitutes an Event
of Default under the Indenture: (i) default for 30 days in the payment when
due of interest on, or Liquidated Damages with respect to, the Notes; (ii)
default in payment when due of the principal of or premium, if any, on the
Notes; (iii) failure by the Company or any of its Subsidiaries to comply
Sections 4.07, 4.08, 4.09 or 4.10 of the Indenture; (iv) failure by the
Company or any of its Subsidiaries for 60 days after notice to comply with any
of its other agreements in the Indenture, the Notes, the Subsidiary Guarantees
or the Collateral Documents; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Subsidiaries) whether such Indebtedness or guarantee now exists, or is
created after the date of the Indenture, which default (a) is caused by a
failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the

                                      A-8
<PAGE>

maturity of which has been so accelerated, aggregates $5,000,000 or more; (vi)
failure by the Company or any of its Significant Subsidiaries to pay final
judgments aggregating in excess of $5,000,000, which judgments are not paid,
discharged or stayed for a period of 60 days;  (vii) default by the Company or
any Subsidiary in the performance of the Collateral Documents which adversely
affects the enforceability or the validity of the Trustee's Lien in the
Collateral or which adversely affects the condition or value of the Collateral
in any material respect, repudiation or disaffirmation by the Company or any
Subsidiary of its obligations under the Collateral Documents or the
determination in a judicial proceeding that the Collateral Documents are
unenforceable or invalid against the Company or any Subsidiary for any reason;
(viii) except as permitted by the Indenture, any Subsidiary Guarantee will be
held in any judicial proceeding to be unenforceable or invalid or will cease
for any reason to be in full force and effect or any Subsidiary Guarantor, or
any person acting on behalf of any Subsidiary Guarantor, will deny or
disaffirm its obligations under its Subsidiary Guarantee; and (ix) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken together,
would constitute a Significant Subsidiary. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture.  Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.  The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes.  The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company
is required upon becoming aware of any Default or Event of Default, to deliver
to the Trustee a statement specifying such Default or Event of Default.

     12.  Ranking and Security.  The Notes will rank pari passu with all
Indebtedness of the Company that is not subordinated to the Notes, including
borrowings under the New Credit Agreement.  The Notes will rank senior to any
Indebtedness of the Company that is subordinated to the Notes, including the
Senior Subordinated Notes.  The Notes will be unconditionally guaranteed on a
senior secured basis by each of the Subsidiary Guarantors.  The Subsidiary
Guarantees will rank pari passu with all Indebtedness of the Subsidiaries
Guarantors that is not subordinated to such Subsidiary Guarantees, including
guarantees of borrowings under the New Credit Agreement.  The Subsidiary
Guarantees will rank senior to any Indebtedness of the Subsidiary Guarantors
that is subordinated to such Subsidiary Guarantees, including the guarantees
of the Senior Subordinated Notes.  The Notes will be secured by a first
priority Lien on certain collateral that is owned or hereafter acquired by the
Company, including by a pledge of the stock of each of the Subsidiary
Guarantors, and each of the Subsidiary Guarantees will be secured by a first
priority Lien on certain collateral that

                                      A-9
<PAGE>

is owned or hereafter acquired by each of the Subsidiary Guarantors
(collectively, the "Primary Collateral"). In addition, the Notes and the
Subsidiary Guarantees will be secured by a second priority Lien on assets
comprising the New Credit Agreement Collateral, which consists of
substantially all of the accounts receivable and inventory of the Company and
the Subsidiary Guarantors and the proceeds thereof, whether now owned or
hereafter acquired (collectively, "Secondary Collateral" and, together with
the Primary Collateral, the "Collateral").

     13.  Trustee Dealings with Company.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

     14.  No Recourse Against Others.  A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.

     15.  Authentication.  This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

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

     17.  Additional Rights of Holders of Transfer Restricted Notes.  In
addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transferred Restricted Notes shall have all the rights set forth in
the Registration Rights Agreement dated as of the date of the Indenture, among
the Company, the Subsidiary Guarantors and the Initial Purchasers (the
"Registration Rights Agreement").

     18.  CUSIP Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                                     A-10
<PAGE>

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, the Collateral Documents and/or the
Registration Rights Agreement.  Requests may be made to:

               RBX Corporation
               5221 ValleyPark Drive
               Roanoke, VA  24019
               Attention:  Chief Financial Officer
               Telephone No.:  (703) 561-6012

                                     A-11
<PAGE>

                             SUBSIDIARY GUARANTEE

          The Subsidiary Guarantors listed below (hereinafter referred to as
the "Subsidiary Guarantors," which term includes any successors or assigns
under the Indenture and any additional Subsidiary Guarantors), have
irrevocably and unconditionally guaranteed the Guarantee Obligations, which
include (i) the due and punctual payment of the principal of, premium, if any,
and interest on the 12% Senior Secured Notes due 2003 (the "Notes") of RBX
Corporation, a Delaware corporation (the "Company"), whether at stated
maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal and Liquidated Damages and premium, if any,
and (to the extent permitted by law) interest on any interest, if any, on the
Notes, and the due and punctual performance of all other obligations of the
Company, to the Holders or the Trustee all in accordance with the terms set
forth in Article 12 of the Indenture, (ii) in case of any extension of time of
payment or renewal of any Notes or any such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise, and (iii) the payment of any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder
in enforcing any rights under this Subsidiary Guarantee, the Indenture, the
Registration Rights Agreement or the Collateral Documents.

          The obligations of each Subsidiary Guarantor to the Holders and to
the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article 12 of the Indenture and reference is hereby
made to such Indenture for the precise terms of this Subsidiary Guarantee.
The obligations are secured by a pledge of the Primary Collateral and the
Secondary Collateral pursuant to Articles 10 and 11 of the Indenture and the
Collateral Documents.

          No stockholder, officer, director or incorporator, as such, past,
present or future of each Subsidiary Guarantor shall have any liability under
this Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.

          This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Subsidiary Guarantor and its successors
and assigns until full and final payment of all of the Company's obligations
under the Notes and Indenture and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders, and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions hereof.  This is a Guarantee of payment and not of collectibility.

          This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is

                                     A-12
<PAGE>

noted shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.

          The Obligations of each Subsidiary Guarantor under its Subsidiary
Guarantee shall be limited to the extent necessary to insure that it does not
constitute a fraudulent conveyance under applicable law.

          THE TERMS OF ARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

          Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.


Dated as of                      GROENDYK MANUFACTURING
           ---------------       COMPANY, INC.



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

                                 (SEAL)
Name:
Title:


Dated as of                      HOOVER-HANES CUSTOM MIXING CORP.
           ---------------


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

                                 (SEAL)
Name:
Title:

                                     A-13
<PAGE>

Dated as of                      MIDWEST RUBBER CUSTOM      MIXING CORP.
           ---------------

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

                                 (SEAL)
Name:
Title:



Dated as of                      OLETEX INC.
           ---------------

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

                                 (SEAL)
Name:
Title:



Dated as of                           RUBATEX CORPORATION
           ---------------

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

                                 (SEAL)
Name:
Title:

                                     A-14
<PAGE>

Dated as of                          UNIVERSAL POLYMER & RUBBER INC.
           ---------------


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

                                 (SEAL)
Name:
Title:

Dated as of                      UNIVERSAL RUBBER COMPANY
           ---------------

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

                                 (SEAL)
Name:
Title:


Dated as of                           WALTEX CORPORATION
           ---------------


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

                                 (SEAL)
Name:
Title:

                                     A-15
<PAGE>

                                ASSIGNMENT FORM


To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

-----------------------------------------------------------------------------
                (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

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

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

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

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


Date:
      -----------------------
     Your Signature:
                    ---------------------------------------------------------
                 (Sign exactly as your name appears on the face of this Note)

Signature Guarantee.

                                     A-16
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.07 or 4.08 of the Indenture, check the box below:

[ ]                  Section 4.07             Section 4.08

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.07 or Section 4.08 of the Indenture, state the
amount you elect to have purchased:  $___________


Date:                           Your Signature:
     -----------------                         -----------------------------
                                (Sign exactly as your name
                                appears on the Note)

                                Tax Identification No.:
                                                       ---------------------

Signature Guarantee.

                                     A-17
<PAGE>

          SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

          The following exchanges of a part of this Global Note for an
interest in another Global Notes or for a Definitive Note, or exchanges of a
part of another Global Note or Definitive Note for an interest in this Global
Note, have been made:

<TABLE>
<CAPTION>                                                          Principal Amount of        Signature of
                  Amount of decrease in  Amount of increase in      this Global Note      authorized officer of
                   Principal Amount of    Principal Amount of   following such decrease     Trustee or Note
Date of Exchange    this Global Note        this Global Note         (or increase)             Custodian
---------------  ----------------------  ---------------------- -----------------------   ----------------------
<S>              <C>                     <C>                    <C>                       <C>

</TABLE>



--------------------
2. This should be included only if the Note is issued in global form.

                                     A-18
<PAGE>

                                  EXHIBIT B

                       FORM OF CERTIFICATE OF TRANSFER

RBX Corporation
5221 ValleyPark Drive
Roanoke, VA  24019
Attention:  Chief Financial Officer

State Street Bank and Trust Company
225 Asylum Street
Goodwin Square
Hartford, Connecticut  06103

     Re:   12% SENIOR SECURED NOTES DUE 2003

Dear Sirs:

     Reference is hereby made to the Indenture, dated as of December 11, 1997
(the "Indenture"), among RBX Corporation, as issuer (the "Company"), the
Subsidiary Guarantors named therein and State Street Bank and Trust Company,
as trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.______________, (the "Transferor")
owns and proposes to transfer the Note[s] or interest in such Note[s]
specified in Annex A hereto, in the principal amount of $___________ in such
Note[s] or interests (the "Transfer"), to  __________ (the "Transferee"), as
further specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

[ ]  1.        CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a "qualified institutional buyer" within
the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A and such Transfer is in compliance with any applicable blue sky
securities laws of any State of the United States.  Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be

                                      B-1
<PAGE>

subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

[ ]  2.        CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION
S.  The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser).   Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

[ ]  3.        CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any State of the United States, and
accordingly the Transferor hereby further certifies that (check one):

[ ]  (a)        Such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act; or

[ ]  (b)        Such Transfer is being effected to the Company or a subsidiary
thereof; or

[ ]  (c)        Such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or

[ ]  (d)        such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of
the Securities Act other

                                      B-2
<PAGE>

than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in a form provided by the Trustee and (2) if such
Transfer is in respect of a principal amount of Notes at the time of transfer
of less than $250,000, an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act.  Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes
and in the Indenture and the Securities Act.

[ ]  4.          CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

[ ]  (a)          CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

[ ]  (b)          CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act.  Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture.

[ ]  (c)          CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption
from the registration

                                      B-3
<PAGE>

requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any State of the United States
and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

          __________________________
          [Insert Name of Transferor]


          By:_______________________
            Name:
            Title:

Dated:________________

                                      B-4
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER

1.     The Transferor owns and proposes to transfer the following:

                          [CHECK ONE OF (a) OR (b)]

[ ]  (a)          a beneficial interest in the:

[ ]        (i)          144A Global Note (CUSIP          ), or

[ ]       (ii)          Regulation S Global Note (CUSIP          ), or

[ ]      (iii)          IAI Global Note (CUSIP         ); or

[ ]  (b)           a Restricted Definitive Note.

2.     After the Transfer the Transferee will hold:

                                 [CHECK ONE]

[ ]  (a)          a beneficial interest in the:

[ ]        (i)          144A Global Note (CUSIP         ), or

[ ]       (ii)          Regulation S Global Note (CUSIP         ), or

[ ]      (iii)          IAI Global Note (CUSIP         ); or

[ ]       (iv)          Unrestricted Global Note (CUSIP         ); or

[ ]  (b)          a Restricted Definitive Note; or

[ ]  (c)          an Unrestricted Definitive Note,

     in accordance with the terms of the Indenture.

                                      B-5
<PAGE>

                                   EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE

RBX Corporation
5221 ValleyPark Drive
Roanoke, VA  24019
Attention:  Chief Financial Officer

State Street Bank and Trust Company
225 Asylum Street
Goodwin Square
Hartford, Connecticut  06103

Re:   12% SENIOR SECURED NOTES DUE 2003

Dear Sirs:

          Reference is hereby made to the Indenture, dated as of December 11,
1997 (the "Indenture"), between RBX Corporation, as issuer (the "Company"),
the Subsidiary Guarantors named therein and State Street Bank and Trust
Company, as trustee.  Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

          ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount
of $____________ in such Note[s] or interests (the "Exchange").  In connection
with the Exchange, the Owner hereby certifies that:

     1.     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

[ ]       (a)          CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the "Securities
Act"), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Note is being acquired in compliance with any applicable blue sky securities
laws of any State of the United States.

                                      C-1
<PAGE>

[ ]       (b)          CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Note
for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any State of the United States.

[ ]       (c)          CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws
of any State of the United States.

[ ]       (d)          CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE.  In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any State of the
United States.

[ ]  2.     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

[ ]       (a)          CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.  In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the
Owner's own account without transfer.  Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

[ ]       (b)          CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the
Exchange of the Owner's Restricted Definitive Note for

                                      C-2
<PAGE>

a beneficial interest in the: [CHECK ONE]  144A Global Note or  Regulation S
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any State of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

__________________________
[Insert Name of Owner]


By:_______________________
  Name:
  Title:

Dated:____________________

                                      C-3
<PAGE>

                                  EXHIBIT D

                        FORM OF SUPPLEMENTAL INDENTURE
                        TO BE DELIVERED BY SUBSEQUENT
                            SUBSIDIARY GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, among  __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of RBX Corporation (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Subsidiary Guarantors (as
defined in the Indenture referred to herein) and State Street Bank and Trust
Company, as trustee under the indenture referred to below (the "Trustee").

                             W I T N E S S E T H

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of December 11, 1997
providing for the issuance of an aggregate principal amount of up to
$100,000,000 of 12% Senior Secured Notes due 2003 (the "Notes");

          WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which newly-acquired or created Subsidiary
Guarantors shall unconditionally guarantee all of the Company's Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the "Subsidiary Guarantee"); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1.     Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

          2.     Agreement to Guarantee.  The Subsidiary Guarantor hereby
agrees as follows:

               (a)     Along with all Subsidiary Guarantors named in the
Indenture, to jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that:  (i) the principal of, interest on, and premium and
Liquidated Damages, if any, with respect to, the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Company to the Holders or
the Trustee hereunder

                                      D-1
<PAGE>

or thereunder will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time
of payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately.

               (b)     The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.

               (c)     The following is hereby waived: diligence  presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever.

               (d)     This Subsidiary Guarantee shall not be discharged
except by complete performance of the Company's Obligations contained in the
Notes and the Indenture.

               (e)     If any Holder or the Trustee is required by any court
or otherwise to return to the Company, the Subsidiary Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to
either the Company or the Subsidiary Guarantors, any amount paid by either to
the Trustee or such Holder, this Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.

               (f)     The Subsidiary Guarantor shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.

               (g)     As between the Subsidiary Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 of
the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of
the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose
of this Subsidiary Guarantee.

               (h)     The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Guarantee.

                                      D-2
<PAGE>

               (i)     Pursuant to Section 12.02 of the Indenture, after
giving effect to any maximum amount and any other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy Law or
fraudulent conveyance laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under Article 12 of the Indenture shall result in the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.

          3.     Execution and Delivery.  Each Subsidiary Guarantor agrees
that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

          4.     Subsidiary Guarantor May Consolidate, Etc. on Certain Terms.

               (a)     The Subsidiary Guarantor may not consolidate with or
merge with or into (whether or not such Subsidiary Guarantor is the surviving
Person) another Person whether or not affiliated with such Subsidiary
Guarantor unless: (i) subject to Section 12.05 of the Indenture, the Person
formed by or surviving any such consolidation or merger (if other than a
Subsidiary Guarantor or the Company) unconditionally assumes all the
obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture
in form and substance reasonably satisfactory to the Trustee, under the Notes,
the Indenture and the Subsidiary Guarantee on the terms set forth herein or
therein; and (ii) immediately after giving effect to such transaction, no
Default or Event of Default exists.

               (b)     In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes
and the due and punctual performance of all of the covenants and conditions of
the Indenture to be performed by the Subsidiary Guarantor, such successor
corporation shall succeed to and be substituted for the Subsidiary Guarantor
with the same effect as if it had been named herein as a Subsidiary
Guarantor.  Such successor corporation thereupon may cause to be signed any or
all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee.  All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under the Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of the Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

                                      D-3
<PAGE>

               (c)     Except as set forth in Articles 4 and 5 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in
the Indenture or in any of the Notes shall prevent any consolidation or merger
of a Subsidiary Guarantor with or into the Company or another Subsidiary
Guarantor, or shall prevent any sale or conveyance of the property of a
Subsidiary Guarantor as an entirety or substantially as an entirety to the
Company or another Subsidiary Guarantor.

          5.     Releases.

               (a)     In the event of a sale or other disposition of all of
the assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the capital stock of any
Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale
or other disposition, by way of merger, consolidation or otherwise, of all of
the capital stock of such Subsidiary Guarantor) or the corporation acquiring
the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor) will be released
and relieved of any obligations under its Subsidiary Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of the Indenture, including without limitation
Section 4.08 of the Indenture. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such
sale or other disposition was made by the Company in accordance with the
provisions of the Indenture, including without limitation Section 4.08 of the
Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Subsidiary Guarantor from its obligations
under its Subsidiary Guarantee.(b)Any Subsidiary Guarantor not released from
its obligations under its Subsidiary Guarantee shall remain liable for the
full amount of principal of and interest on the Notes and for the other
obligations of any Subsidiary Guarantor under the Indenture as provided in
Article 12 of the Indenture.

          6.     No Recourse Against Others.  No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Subsidiary Guarantor, as such, shall have any liability for any obligations of
the Company or any Subsidiary Guarantor under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for issuance
of the Notes.  Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

          7.     NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

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

                                      D-4
<PAGE>

          9.     Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.

          10.     The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Subsidiary Guarantors and the
Company.

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

                                      D-5
<PAGE>

                                  EXHIBIT E

                 FORM OF COMPANY COPYRIGHT SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT F

                  FORM OF COMPANY PATENT SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT G

                       FORM OF COMPANY PLEDGE AGREEMENT
<PAGE>

                                  EXHIBIT H

                      FORM OF COMPANY SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT I

                 FORM OF COMPANY TRADEMARK SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT J

                         MORTGAGES AND DEEDS OF TRUST


1.     Deed of Trust by Rubatex Corporation in favor of the Trustee (Bedford,
       Virginia, tract 1)
2.     Deed of Trust by Waltex Corporation in favor of the Trustee (Bedford,
       Virginia, tract 1)
3.     Deed of Trust by Groendyk Manufacturing Company, Inc. in favor of the
       Trustee (Buchanan, Virginia)
4.     Open End Mortgage by Universal Polymer & Rubber Inc. (formerly Rubatex
       Polymer Inc.) in favor of the Trustee (Middlefield, Ohio)
5.     Leasehold Mortgage by Rubatex Corporation in favor of the Trustee
       (Colt, Arkansas)
6.     Deed of Trust by Rubatex Corporation in favor of the Trustee (Conover,
       North Carolina)
7.     Leasehold Mortgage by Hoover-Hanes Rubber Custom Mixing Corp. in favor of
       the Trustee (Tallapoosa, Georgia)
<PAGE>

                                  EXHIBIT K

              FORM OF SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT L

               FORM OF SUBSIDIARIES' PATENT SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT M

                    FORM OF SUBSIDIARIES' PLEDGE AGREEMENT
<PAGE>

                                  EXHIBIT N

                   FORM OF SUBSIDIARIES' SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT O

              FORM OF SUBSIDIARIES' TRADEMARK SECURITY AGREEMENT
<PAGE>

                                  EXHIBIT P

                       FORM OF INTERCREDITOR AGREEMENT
<PAGE>

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----
<S>             <C>                                                   <C>
                                  ARTICLE 1
                        DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

Section 1.01    Definitions............................................. 1
Section 1.02    Other Definitions 24
Section 1.03    Incorporation by Reference of Trust Indenture Act.......25
Section 1.04    Rules of Construction...................................26

                                  ARTICLE 2
                                  THE NOTES

Section 2.01    Form and Dating.........................................26
Section 2.02    Execution and Authentication............................27
Section 2.03    Registrar and Paying Agent..............................28
Section 2.04    Paying Agent to Hold Money in Trust.....................28
Section 2.05    Holder Lists............................................29
Section 2.06    Transfer and Exchange...................................29
Section 2.07    Replacement Notes.......................................43
Section 2.08    Outstanding Notes.......................................43
Section 2.09    Treasury Notes..........................................43
Section 2.10    Temporary Notes.........................................44
Section 2.11    Cancellation............................................44
Section 2.12    Defaulted Interest......................................44

                                  ARTICLE 3
                                  REDEMPTION

Section 3.01    Notices to Trustee......................................45
Section 3.02    Selection of Notes to be Redeemed.......................45
Section 3.03    Notice of Redemption....................................45
Section 3.04    Effect of Notice of Redemption..........................46
Section 3.05    Deposit of Redemption Price.............................46
Section 3.06    Notes Redeemed in Part..................................47
Section 3.07    Optional Redemption.....................................47
Section 3.08    No Mandatory Redemption.................................48
</TABLE>

                                       i
<PAGE>

<TABLE>
                                  ARTICLE 4
                                  COVENANTS
<S>             <C>                                                   <C>
Section 4.01    Payment of Notes........................................48
Section 4.02    Maintenance of Office or Agency.........................48
Section 4.03    Reports.................................................49
Section 4.04    Compliance Certificate..................................49
Section 4.05    Taxes...................................................50
Section 4.06    Stay, Extension and Usury Laws..........................50
Section 4.07    Change of Control.......................................51
Section 4.08    Asset Sales.............................................53
Section 4.09    Restricted Payments.....................................57
Section 4.10    Incurrence of Indebtedness and Issuance of Preferred
                Stock...................................................60
Section 4.11    Liens...................................................62
Section 4.12    Dividend and Other Payment Restrictions Affecting
                Subsidiaries............................................62
Section 4.13    Transactions with Affiliates............................64
Section 4.14    Additional Subsidiary Guarantees........................64
Section 4.15    Impairment of Security Interests........................65
Section 4.16    Payments for Consent....................................65
Section 4.17    Corporate Existence.....................................65
Section 4.18    Maintenance of Adjusted EBITDA..........................65
Section 4.19    Additional Collateral...................................66

                                  ARTICLE 5
                                  SUCCESSORS

Section 5.01    Merger, Consolidation or Sale of Assets.................66
Section 5.02    Successor Corporation Substituted.......................67

                                  ARTICLE 6
                            DEFAULTS AND REMEDIES

Section 6.01    Events of Default.......................................67
Section 6.02    Acceleration............................................70
Section 6.03    Other Remedies..........................................70
Section 6.04    Waiver of Past Defaults.................................71
Section 6.05    Control by Majority.....................................71
Section 6.06    Limitation on Suits.....................................71
Section 6.07    Rights of Holders of Notes to Receive Payment...........72
Section 6.08    Collection Suit by Trustee..............................72
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>             <C>                                                   <C>
Section 6.09    Trustee May File Proofs of Claim........................73
Section 6.10    Priorities..............................................73
Section 6.11    Undertaking for Costs...................................73

                                  ARTICLE 7
                                   TRUSTEE

Section 7.01    Duties of Trustee.......................................74
Section 7.02    Rights of Trustee.......................................76
Section 7.03    Individual Rights of Trustee............................77
Section 7.04    Trustee's Disclaimer....................................77
Section 7.05    Notice of Defaults......................................77
Section 7.06    Reports by Trustee to Holders of the Notes..............78
Section 7.07    Compensation and Indemnity..............................78
Section 7.08    Replacement of Trustee..................................79
Section 7.09    Successor Trustee by Merger, etc........................80
Section 7.10    Eligibility; Disqualification...........................80
Section 7.11    Preferential Collection of Claims Against Company.......81
Section 7.12    Intercreditor Agreement.................................81

                                  ARTICLE 8
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant
                Defeasance..............................................82
Section 8.02    Legal Defeasance and Discharge..........................82
Section 8.03    Covenant Defeasance.....................................82
Section 8.04    Conditions to Legal or Covenant Defeasance..............82
Section 8.05    Deposited Money and Government Securities to be
                Held in Trust; Other Miscellaneous Provisions...........84
Section 8.06    Repayment to Company....................................85
Section 8.07    Reinstatement...........................................85

                                  ARTICLE 9
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes.....................86
Section 9.02    With Consent of Holders of Notes........................87
Section 9.03    Compliance with Trust Indenture Act.....................88
Section 9.04    Revocation and Effect of Consents.......................88
Section 9.05    Notation on or Exchange of Notes........................89
Section 9.06    Trustee to Sign Amendments, etc.........................89
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                                  ARTICLE 10
                                  COLLATERAL

Section 10.01   Collateral Documents; Additional Collateral.............89
Section 10.02   Recording, Registration and Opinions....................92
Section 10.03   Release of Collateral...................................94
Section 10.04   Possession and Use of Collateral........................94
Section 10.05   Specified Releases of Collateral........................95
Section 10.06   Disposition of Collateral Without Release...............99
Section 10.07   Form and Sufficiency of Release........................100
Section 10.08   Purchaser Protected....................................100
Section 10.09   Authorization of Actions To Be Taken by the
                Trustee Under the Collateral Documents.................100
Section 10.10   Authorization of Receipt of Funds by the Trustee
                Under the Collateral Documents.........................101

                                  ARTICLE 11
                         APPLICATION OF TRUST MONIES

Section 11.01   Collateral Account.....................................101
Section 11.02   Withdrawal of Insurance Proceeds and
                Condemnation Awards....................................102
Section 11.03   Withdrawal of Net Cash Proceeds to Fund an Asset
                Sale Offer.............................................104
Section 11.04   Withdrawal of Trust Monies for Investment in
                Replacement Assets.....................................105
Section 11.05   Investment of Trust Monies.............................106

                                  ARTICLE 12
                            SUBSIDIARY GUARANTEES

Section 12.01   Subsidiary Guarantees..................................107
Section 12.02   Execution and Delivery of Subsidiary Guarantees........109
Section 12.03   Subsidiary Guarantors May Consolidate, etc., on
                Certain Terms..........................................109
Section 12.04   Releases Following Sale of Assets......................111
Section 12.05   Limitation of Subsidiary Guarantor's Liability.........111
Section 12.06   Application of Certain Terms and Provisions to the
                Subsidiary Guarantors..................................112
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                                  ARTICLE 13
                                MISCELLANEOUS

Section 13.01   Trust Indenture Act Controls...........................113
Section 13.02   Notices................................................113
Section 13.03   Communication by Holders of Notes with Other
                Holders of Notes.......................................114
Section 13.04   Certificate and Opinion as to Conditions Precedent.....114
Section 13.05   Statements Required in Certificate or Opinion..........115
Section 13.06   Rules by Trustee and Agents............................115
Section 13.07   No Personal Liability of Directors, Officers,
                Employees and Stockholders.............................115
Section 13.08   Governing Law..........................................116
Section 13.09   No Adverse Interpretation of Other Agreements..........116
Section 13.10   Successors.............................................116
Section 13.11   Severability...........................................116
Section 13.12   Counterpart Originals..................................116
Section 13.13   Table of Contents, Headings, etc.......................117
Section 13.14   Intercreditor Agreement................................117
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EXHIBITS

     EXHIBIT A     FORM OF NOTE AND SUBSIDIARY GUARANTEE
     EXHIBIT B     FORM OF CERTIFICATE OF TRANSFER
     EXHIBIT C     FORM OF CERTIFICATE OF EXCHANGE
     EXHIBIT D     FORM OF SUPPLEMENTAL INDENTURE
     EXHIBIT E     FORM OF COMPANY COPYRIGHT SECURITY AGREEMENT
     EXHIBIT F     FORM OF COMPANY PATENT SECURITY AGREEMENT
     EXHIBIT G     FORM OF COMPANY PLEDGE AGREEMENT
     EXHIBIT H     FORM OF COMPANY SECURITY AGREEMENT
     EXHIBIT I     FORM OF COMPANY TRADEMARK SECURITY AGREEMENT
     EXHIBIT J     MORTGAGES AND DEEDS OF TRUST
     EXHIBIT K     FORM OF SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT
     EXHIBIT L     FORM OF SUBSIDIARIES' PATENT SECURITY AGREEMENT
     EXHIBIT M     FORM OF SUBSIDIARIES' PLEDGE AGREEMENT
     EXHIBIT N     FORM OF SUBSIDIARIES' SECURITY AGREEMENT
     EXHIBIT O     FORM OF SUBSIDIARIES' TRADEMARK SECURITY AGREEMENT
     EXHIBIT P     FORM OF INTERCREDITOR AGREEMENT
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