EXECUTION

                           SLM INTERNATIONAL, INC.,
                                  as Issuer,

                         THE GUARANTORS NAMED HEREIN,
                                as Guarantors,

                                      and

                             THE BANK OF NEW YORK,

                                  as Trustee

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


                              SENIOR SECURED NOTE

                                   INDENTURE

                           Dated as of April 1, 1997

                                  $29,500,000

                  14% Senior Secured Notes due April 1, 2004


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<PAGE>
                            SLM INTERNATIONAL, INC.

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

Reconciliation and tie between Trust Indenture Act of 1939, as in effect at the
date hereof, and Indenture dated as of April 1, 1997.

Section of Trust Indenture Act                              Section of Indenture
------------------------------                              --------------------

310(a)(1) and (2)......................................        608              
310(a)(3)..............................................        613
310(a)(4)..............................................        Inapplicable
310(a)(5)..............................................        608
310(b).................................................        608, 609
310(c).................................................        Inapplicable
311(a).................................................        612
311(b).................................................        612
311(b)(2)..............................................        612, 703(a)
311(c).................................................        Inapplicable
312(a).................................................        701, 702(a)
312(b).................................................        702(b)
312(c).................................................        702(c)
313(a).................................................        703(a)
313(b).................................................        703(a), 703(b)
313(c).................................................        703(a)
313(d).................................................        703(c)
314(a).................................................        704, 705
314(b).................................................        1104
314(c)(1) and (2)......................................        102
314(c)(3)..............................................        Inapplicable
314(d).................................................        1104
314(e).................................................        102
315(a).................................................        601(a), 601(c)
315(b).................................................        602
315(c).................................................        601(b)
315(d).................................................        601(c)
315(d)(1)..............................................        601(a), 601(c)(1)
315(d)(2)..............................................        601(c)(2)
315(d)(3)..............................................        601(c)(3)
315(e).................................................        514
316(a).................................................        101
316(a)(1)(A)...........................................        512
316(a)(1)(B)...........................................        513
316(a)(2)..............................................        Inapplicable
316(b).................................................        508
316(c).................................................        307, 104
317(a)(1)..............................................        503
317(a)(2)..............................................        504
317(b).................................................        403
318(a).................................................        107
                                                                
================================================================================

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of this Indenture.

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                                     i
<PAGE>


                             SLM INTERNATIONAL, INC.
                          SENIOR SECURED NOTE INDENTURE

                               TABLE OF CONTENTS*

                                                                            PAGE
                                                                            ----
                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
      Section 101.  Definitions..............................................  2
      Section 102.  Compliance Certificates and Opinions..................... 15
      Section 103.  Form of Documents Delivered to Trustee................... 16
      Section 104.  Acts of Holders.......................................... 16
      Section 105.  Notices to Trustee and Company........................... 17
      Section 106.  Notice to Holders; Waiver................................ 18
      Section 107.  Conflict with Trust Indenture Act........................ 18
      Section 108.  Effect of Headings and Table of Contents................. 19
      Section 109.  Successors and Assigns................................... 19
      Section 110.  Separability Clause...................................... 19
      Section 111.  Benefits of Indenture.................................... 19
      Section 112.  Governing Laws........................................... 19
      Section 113.  Legal Holidays........................................... 19
      Section 114.  Conflict with Collateral Documents....................... 19

                                   ARTICLE TWO

                                 SECURITY FORMS
      Section 201.  Forms Generally.......................................... 20
      Section 202.  Forms of Securities and Certificate of Authentication.... 20

                                  ARTICLE THREE

                                 THE SECURITIES
      Section 301.  Title and Terms.......................................... 20
      Section 302.  Denominations............................................ 22
      Section 303.  Execution, Authentication, Delivery and Dating........... 22
      Section 304.  Registration, Registration of Transfer and Exchange...... 23
      Section 305.  Mutilated, Destroyed, Lost and Stolen Securities......... 24
      Section 306.  Persons Deemed Owners.................................... 25
--------
*This Table of Contents shall not, for any purpose, be deemed to be a part of
this Indenture.

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                                       ii
<PAGE>



      Section 307.  Payment of Principal and Interest; Preservation of 
                    Rights................................................... 25
      Section 308.  Cancellation............................................. 28
      Section 309.  Computation of Interest.................................. 28
      Section 310.  CUSIP Numbers............................................ 28

                                  ARTICLE FOUR

                                    COVENANTS
      Section 401.  Payment of Principal and Interest........................ 28
      Section 402.  Maintenance of Office or Agency.......................... 28
      Section 403.  Money for Security Payments to be Held in Trust.......... 29
      Section 404.  Maintenance of Existence; Compliance with Laws........... 30
      Section 405.  Payment of Taxes and Other Claims........................ 30
      Section 406.  Limitation on Indebtedness............................... 30
      Section 407.  Limitation on Dividends, Distributions and Certain 
                    Payments................................................. 31
      Section 408.  Limitation on Restrictions Affecting Subsidiaries........ 32
      Section 409.  Guaranty and Security Agreements......................... 32
      Section 410.  Reserved................................................. 32
      Section 411.  Financial Statements and Other Reports................... 32
      Section 412.  Limitation on Liens; Negative Pledge..................... 33
      Section 413.  Restrictions on Acquisition of Subsidiaries.............. 35
      Section 414.  Inspection............................................... 35
      Section 415.  Maintenance of Properties and Insurance.................. 36
      Section 416.  Transactions with Affiliates............................. 36
      Section 417.  Dissolution of Certain Subsidiaries...................... 36
      Section 418.  Waiver of Stay, Extension or Usury Laws.................. 36
      Section 419.  Limitation on Investments, Loans and Advances............ 37
      Section 420.  Additional Pledge........................................ 37
      Section 421.  Companies May Consolidate, etc., Only on Certain Terms... 37
      Section 422.  Conduct of Business...................................... 39
      Section 423.  Offers to Redeem Upon the Sale of Assets or Sale of 
                    Equity................................................... 39
      Section 424.  Reserved................................................. 43
      Section 425.  Mandatory Redemption Upon Change of Control.............. 43

                                  ARTICLE FIVE

                              DEFAULTS AND REMEDIES
      Section 501.  Events of Default........................................ 45
      Section 502.  Acceleration of Maturity; Rescission and Annulment....... 48
      Section 503.  Collection of Indebtedness and Suits for Enforcement by 
                    Trustee.................................................. 49
      Section 504.  Trustee May File Proofs of Claim......................... 50
      Section 505.  Trustee May Enforce Claims Without Possession of 
                    Securities............................................... 50
      Section 506.  Application of Money Collected........................... 51


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                                       iii
<PAGE>


      Section 507.  Limitation on Suits...................................... 51
      Section 508.  Unconditional Right of Holders to Receive Principal and 
                    Interest................................................. 52
      Section 509.  Restoration of Rights and Remedies....................... 52
      Section 510.  Rights and Remedies Cumulative........................... 52
      Section 511.  Delay or Omission Not Waiver............................. 53
      Section 512.  Control by Holders....................................... 53
      Section 513.  Waiver of Past Defaults.................................. 53
      Section 514.  Undertaking for Costs.................................... 54
      Section 515.  Remedies................................................. 54
      Section 516.  Action on Securities..................................... 55

                                   ARTICLE SIX

                                   THE TRUSTEE
      Section 601.  Certain Duties and Responsibilities...................... 55
      Section 602.  Notice of Defaults....................................... 56
      Section 603.  Certain Rights of Trustee................................ 56
      Section 604.  Not Responsible for Recitals or Issuance of Securities... 58
      Section 605.  May Hold Securities...................................... 58
      Section 606.  Money Held in Trust...................................... 58
      Section 607.  Compensation and Reimbursement........................... 58
      Section 608.  Eligibility; Disqualification............................ 59
      Section 609.  Resignation and Removal; Appointment of Successor........ 59
      Section 610.  Acceptance of Appointment by Successor................... 61
      Section 611.  Merger, Conversion, Consolidation or Succession to 
                    Business................................................. 61
      Section 612.  Preferential Collection of Claims Against Company........ 61
      Section 613.  Co-Trustees and Separate Trustee......................... 62

                             ARTICLE SEVEN

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE
      Section 701.  Company to Furnish Trustee Names and Addresses of 
                    Holders.................................................. 63
      Section 702.  Preservation of Information; Communications to Holders... 63
      Section 703.  Reports by Trustee....................................... 65
      Section 704.  Reports by Company....................................... 66
      Section 705.  Statement as to Compliance............................... 66

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES
      Section 801.  Supplemental Indentures without Consent of Holders....... 67
      Section 802.  Supplemental Indentures with Consent of Holders.......... 67
      Section 803.  Execution of Supplemental Indentures..................... 69
      Section 804.  Effect of Supplemental Indentures........................ 69


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                                       iv
<PAGE>


      Section 805.  Conformity with Trust Indenture Act...................... 69
      Section 806.  Reference in Securities to Supplemental Indentures....... 69


                                  ARTICLE NINE

                            REDEMPTION OF SECURITIES
      Section 901.  Voluntary Redemption..................................... 69
      Section 902.  Applicability of Article................................. 70
      Section 903.  Election to Redeem; Notice to Trustee.................... 70
      Section 904.  Selection by Trustee of Securities to be Redeemed........ 70
      Section 905.  Notice of Redemption..................................... 70
      Section 906.  Deposit of Redemption Price.............................. 71
      Section 907.  Securities Payable on Redemption Date.................... 71
      Section 908.  Securities Redeemed in Part.............................. 72

                                   ARTICLE TEN

                             GUARANTY OF SECURITIES
      Section 1001. Guaranty................................................. 72
      Section 1002. Obligations Joint and Several............................ 73
      Section 1003. Validity Subject to Authentication....................... 73
      Section 1004. Guaranties Not Fraudulent Transfers or Conveyances....... 73
      Section 1005. Obligations of the Guarantors Unconditional.............. 73
      Section 1006. Release of a Guarantor................................... 74
      Section 1007. Execution of Guaranties.................................. 74
      Section 1008. Guarantors May Consolidate, Etc., on Certain Terms....... 74
      Section 1009. Contribution............................................. 75
      Section 1010. Subrogation Rights of the Guarantors..................... 75

                                 ARTICLE ELEVEN

                       COLLATERAL AND SECURITY AGREEMENTS
      Section 1101. Collateral Documents..................................... 75
      Section 1102. Recording and Opinions................................... 76
      Section 1103. Release of Collateral.................................... 76
      Section 1104. Certificates of the Issuer............................... 77
      Section 1105. Authorization of Actions to be Taken by
                    the Trustee Under the Collateral Documents............... 77
      Section 1106. Authorization of Receipt of Funds by the
                    Trustee Under the Collateral Documents
                    and the Intercreditor Agreement.......................... 78

SIGNATURES

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                                        v
<PAGE>


EXHIBIT A Form of Senior Secured Note Due April 1, 2004



































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                                       vi
<PAGE>


     This SENIOR SECURED NOTE INDENTURE (this "Indenture"), dated as of April 1,
1997, between SLM International, Inc., a Delaware corporation (the "Company"),
as Issuer, Sport Maska Inc., Maska U.S., Inc., #1 Apparel, Inc., #1 Apparel
Canada Inc., SLM Trademark Acquisition Corp. and SLM Trademark Acquisition
Canada Corporation (each a "Guarantor" and collectively, the "Guarantors"), and,
The Bank of New York, a banking corporation organized and existing under the
laws of the State of New York, as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

     The Company has duly authorized the creation of an issue of its Senior
Secured Notes (as hereinafter defined) of substantially the tenor and amount
hereinafter set forth, and to provide therefor, the Company has duly authorized
the execution and delivery of this Indenture. All things necessary have been
done to make the Securities (as hereinafter defined), when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms. All covenants
and agreements made by the Company herein are for the equal and proportionate
benefit and security of the Holders (as hereinafter defined) of Securities. The
Company is entering into this Indenture and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

     The Company has simultaneously herewith granted to the Trustee, for the
benefit of the Holders, a security interest in and lien upon substantially all
of the Company's property (real, personal and mixed), as more fully described in
the Collateral Documents (as hereinafter defined).

     Also in connection herewith, each of the Guarantors has authorized the
execution and delivery of a guaranty of all of the Company's obligations
evidenced by the Securities and due and owing pursuant hereto, which guaranty is
set forth in Article Ten of this Indenture. In order to secure its obligations
under such guaranty, each Guarantor has granted to the Trustee, for the benefit
of the Holders, a security interest in and lien upon substantially all of its
property (real, personal and mixed), all as more fully described in the
Collateral Documents.

     The security interests in and liens upon the Collateral granted to the
Trustee, for the benefit of the Holders, are subject to the terms and conditions
of the Intercreditor Agreement (as hereinafter defined). Certain rights of the
Trustee hereunder to institute proceedings or otherwise exercise remedies after
an Event of Default (as hereinafter defined) are also subject to the terms and
conditions of the Intercreditor Agreement.

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                                        1
<PAGE>


     The Securities issued by the Company pursuant hereto will be distributed to
the Lender Agent (as defined in the Reorganization Plan) for distribution by the
Lender Agent to the initial Holders as a partial repayment of the Company's
obligations to such Holders under the Credit Agreement (as defined in the
Reorganization Plan).

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

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

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

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

          (c) except as otherwise expressly provided in this Indenture, all
     accounting terms not otherwise defined herein shall have the meanings
     assigned to them in conformity with GAAP; financial statements and other
     financial information required to be delivered by the Company to the
     Trustee and the Holders pursuant to this Indenture shall be prepared in
     accordance with GAAP as in effect at the time of such preparation; and

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

     Certain terms, used principally in Articles Three, Four and Six, are
defined in those Articles.

     "Act" when used with respect to any Holder has the meaning specified in
Section 104(a).

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

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                                        2
<PAGE>


     "Agent" means The Chase Manhattan Bank, as Agent for itself and the other
lenders under that certain Credit Agreement, dated as of April 1, 1997, among
the Company and certain of its Subsidiaries, as borrowers, the lenders referred
to therein and The Chase Manhattan Bank, as agent (as such Credit Agreement may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms) or any successor agent appointed thereunder, or the agent or
representative of the lenders under any other Credit Agreement.

     "Aggregate Outstanding Amount" means the aggregate principal amount of all
the Securities Outstanding at the date of determination.

     "Asset Sale" means the sale, lease, assignment or other transfer for value
by the Company or any of its Subsidiaries to any Person other than the Company
or any of its direct or indirect Subsidiaries who are Guarantors hereunder,
whether in a single transaction or a series of related transactions, of (a) any
securities issued by the Company's Subsidiaries, (b) all or substantially all of
(i) the assets of the Company or any of its Subsidiaries, or (ii) any division
or line of business of the Company or any of its Subsidiaries, or (c) any other
assets of the Company or any of its Subsidiaries outside the ordinary course of
business of the Company or such Subsidiary, as the case may be.

     "Asset Sale Redemption Proceeds" means, in the case of any Asset Sale, the
Net Cash Proceeds of Asset Sale minus the amount of such Proceeds applied
pursuant to Sections 423(a)(i), (ii)(x) and (ii)(y) hereof.

     "Asset/Stock Sale Redemption" shall have the meaning set forth in Section
423(c) hereof.

     "Asset/Stock Sale Redemption Date" shall have the meaning set forth in
Section 423(c) hereof.

     "Authorized Officer" means, (i) with respect to the Company or any
Subsidiary, any president, vice president, secretary, treasurer, chief financial
officer, controller, assistant vice president, assistant secretary or assistant
treasurer of the Company or such Subsidiary, as the case may be, and (ii) with
respect to the Trustee or any other bank or trust company acting as trustee of
an express trust or as custodian, a Responsible Officer.

     "Authorized Newspapers" means, collectively (i) with respect to the United
States, the national edition of the New York Times or the Wall Street Journal,
or any other newspaper of general circulation, printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and (ii) with respect to Canada, any newspaper
of general circulation, printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays.

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                                        3
<PAGE>


     "Available Redemption Proceeds" means the aggregate amount of (i) Asset
Sale Redemption Proceeds, (ii) Insurance Redemption Proceeds and (iii) Stock
Sale Redemption Proceeds.

     "Bankruptcy Default" means any default under Section 501(e) or (f).

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York or the city in
which the Corporate Trust Office is located are authorized or obligated by law
or executive order to close.

     "Canadian Credit Agreement" means that certain Credit Agreement, dated as
of April 1, 1997, between Sport Maska Inc. and The Chase Manhattan Bank of
Canada, as such Credit Agreement may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, and any renewals,
extensions, refundings, replacements or refinancings thereof, to the extent the
indebtedness provided thereunder complies with the terms of the proviso set
forth in the definition of "Credit Facility Indebtedness."

     "Canadian Guarantors" means, collectively, Sport Maska Inc., #1 Apparel
Canada Inc. and SLM Trademark Acquisition Canada Corporation, and any other
Person who may hereafter become a Subsidiary of the Company and whose internal
affairs are governed by the laws of Canada.

     "Canadian Pension Plan" shall mean any pension plan established by a
Subsidiary of the Company under Canadian federal or provincial law for the
benefit of employees of the Subsidiary.

     "Canadian Security Documents" means (i) the Debenture and Delivery
Agreements executed by the Company and each of the Guarantors, (ii) the Deeds of
Hypothec executed by the Company and each of the Guarantors, (iii) the Security
Agreement (Intellectual Property) executed by #1 Apparel Canada Inc., (iv) the
Mortgage on the Mount Vernon, Ontario property executed by #1 Apparel Canada
Inc., and each other agreement now existing or hereafter created providing
collateral security in Canada for the payment or performance of any of the
obligations under the Securities and this Indenture.

     "Capital Lease," as applied to any Person, means any lease of any property
(whether real, personal or mixed) by that Person as lessee which would, in
conformity with GAAP, be accounted for as a capital lease on the balance sheet
of that Person.

     "Cash Equivalents" means (i) certificates of deposit, time deposits and
money market accounts in dollars of any commercial banks registered to do
business in any state of the United States (a) having capital and surplus in
excess of $250,000,000 and (b) whose long-term debt rating is at least
investment grade as determined by either Standard & Poor's Rating Group or
Moody's Investors Service, Inc. and certificates of deposit in dollars offered
by money market mutual funds meeting the criteria in clause (iii) below; (ii)
readily marketable direct obligations

NY1-463085                                                             EXECUTION

                                        4
<PAGE>


of the United States government or any agency thereof which are backed by the
full faith and credit of the United States; (iii) investments in money market
mutual funds having assets in excess of $2,000,000,000; (iv) commercial paper at
the time of acquisition having the highest rating obtainable from either
Standard & Poor's Ratings Group or Moody's Investors Service, Inc.; and (v)
federally tax exempt securities rated A or better by either Standard & Poor's
Ratings Group or Moody's Investors Service, Inc.

     "Change of Control" shall mean (i) Wellspring Associates L.L.C. and/or its
Affiliates shall cease to maintain the number of seats on the Board of Directors
of the Company to which Wellspring Associates L.L.C. and/or its Affiliates is
entitled pursuant to the Shareholders' Agreement in effect on the date hereof or
(ii) Wellspring Associates L.L.C. and/or its Affiliates shall cease to own stock
of the Company representing at least 20% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company. "Voting
power" as used herein shall mean direct voting power, or the ability to vote by
virtue of contract, voting trust or other agreements.

     "Change of Control Redemption Date" shall have the meaning set forth in
Section 425 hereof.

     "Closing Date" means the date of the initial issuance of the Securities.

     "Code" shall mean the Internal Revenue Code of 1986 and the rules and
regulations promulgated thereunder, as amended from time to time.

     "Collateral" means, collectively, the Company Collateral and the Guarantor
Collateral of all Guarantors.

     "Collateral Documents" means the Canadian Security Documents, the Pledge
Agreement, the UK Pledge Agreement, the Security Agreement, the Security
Agreement--Patents and Trademarks, the Mortgages and each other agreement now
existing or hereafter created providing collateral security for the payment or
performance of any of the obligations under the Securities and this Indenture,
and the financing statements under the UCC and Personal Property Security Law
related thereto.

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

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

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                                        5
<PAGE>


     "Company Collateral" means all of the property (real, personal and mixed)
of the Company securing the obligations owing under this Indenture and the
Securities.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by two Authorized Officers of the Company.

     "Consolidated EBITDA" means, for any period, the sum (without duplication)
of (i) Consolidated Net Income plus (ii) Consolidated Interest Expense plus
(iii) Federal, state, provincial and local income taxes plus (iv) to the extent
Consolidated Net Income has been reduced thereby, amortization expense and
depreciation expense, all as determined on a consolidated basis for the Company
and its Subsidiaries in conformity with GAAP.

     "Consolidated Interest Expense" means, for any period, the aggregate
interest expense of the Company and its Subsidiaries during the relevant period
determined on a consolidated basis in conformity with GAAP and shall in any
event include, without limitation, (i) the amortization of debt discounts, (ii)
the amortization of all fees payable in connection with the incurrence of
Indebtedness to the extent included in interest expense, (iii) the portion of
any obligations with respect to Capital Leases allocable to interest expense,
(iv) all fixed and all calculable dividend payments on preferred stock, (v)
payments of interest expense in kind and (vi) all letter of credit fees (but
excluding any commitment fees relating thereto) payable with respect to any
letter of credit issued pursuant to the Credit Agreement to support the
obligations under the Canadian Credit Agreement.

     "Consolidated Net Income" means, for any period, the aggregate income (or
loss) of the Company and its Subsidiaries on a consolidated basis, consolidated
in conformity with GAAP for such period taken as a single accounting period,
which shall be an amount equal to net revenues and other proper items of income
less the aggregate of any and all items that are treated as expenses under GAAP,
and less Federal, state, provincial and local income taxes, but excluding any
extraordinary gains or losses or any gains or losses from the sale or
disposition of assets other than in the ordinary course of business, all
computed and calculated in accordance with GAAP; provided that there shall be
excluded (i) the income (or loss) of any Person accrued prior to the date it
becomes a Subsidiary of the Company or is merged into or consolidated with
Company or any of its Subsidiaries or that Person's assets are acquired by the
Company or any of its Subsidiaries, (ii) the income (or loss) related to (x) any
merger, consolidation, liquidation, winding up or dissolving of the Company or
any of its Subsidiaries or (y) any conveyance, sale, lease, sub lease, transfer
or other disposition of all or any substantial part of the Company's or any
Subsidiary's business or rights related thereto, property (whether leased or
owned in fee or fixed assets outside the ordinary course of business), and (iii)
the income of any Subsidiary of the Company to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary.

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                                        6
<PAGE>


     "Consolidated Net Worth" shall mean the aggregate amount of stockholders'
equity (including without limitation any part of stockholders' equity
attributable to preferred stock) of the Company and its Subsidiaries determined
on a consolidated basis in accordance with GAAP.

     "Contingent Obligation," as applied to any Person, means any direct or
indirect obligation, contingent or otherwise, of that Person with respect to any
indebtedness, lease, dividend, letter of credit or other monetary obligation of
another Person, including, without limitation, any such obligation directly or
indirectly guarantied, endorsed (otherwise than for collection or deposit in the
ordinary course of business), co-made or sold on a recourse basis by that
Person, or in respect of which that Person is otherwise directly or indirectly
liable, including, without limitation, any such obligation for which that Person
is in effect liable through any agreement (contingent or otherwise) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation, (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise),
or to maintain the solvency or any balance sheet item, level of income or other
financial condition of the obligor of such obligation, or to make payment for
any products, materials or supplies or for any transportation, services or lease
regardless of the non-delivery or non-furnishing thereof, or to provide
collateral to secure payment of such obligation, in any such case if the purpose
or intent of such agreement is to provide assurance that such obligation will be
paid or discharged or that the holders of such obligation will be protected (in
whole or in part) against any monetary loss in respect thereof. The amount of
any Contingent Obligation shall be equal to the lower of (i) an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is incurred and (ii) the maximum amount for which the
Person incurring the Contingent Obligation may be liable pursuant to the terms
of the instrument embodying such Contingent Obligation, unless such primary
obligation and the maximum amount for which such Person may be liable are not
stated or determinable, in which case the amount of such Contingent Obligation
shall be such Person's maximum reasonably anticipated liability in respect
thereof.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at 101
Barclay Street, 21 West, New York, New York 10286, Attention: Corporate Trust
Administrator.

     "Credit Agreement" means that certain Credit Agreement, dated as of April
1, 1997, among the Company and certain of its Subsidiaries, as borrowers, the
lenders referred to therein and The Chase Manhattan Bank, as agent, as such
Credit Agreement may be amended, supplemented or otherwise modified from time to
time in accordance with its terms, and any renewals, extensions, refundings,
replacements or refinancings thereof, to the extent the indebtedness provided
thereunder complies with the terms of the proviso set forth in the definition of
"Credit Facility Indebtedness."

     "Credit Facility Indebtedness" means (i) the principal of, and interest on,
all unreimbursed drawings under letters of credit issued or amended (or deemed
issued or amended),

NY1-463085                                                             EXECUTION

                                        7
<PAGE>


and other extensions of credit, under the Credit Agreement and the Canadian
Credit Agreement and all commitment, commission, facility and other fees payable
under the Credit Agreement and the Canadian Credit Agreement and all expenses,
reimbursements, indemnities and other amounts payable by the Company or any
other obligor under the Credit Agreement and the Canadian Credit Agreement and
the commitment letter relating to any of the foregoing, and (ii) any refundings,
replacements, refinancings, renewals or extensions of any indebtedness or other
obligation described in clause (i) above relating to the Credit Agreement or the
Canadian Credit Agreement; provided that any such refundings, replacements,
refinancings, renewals or extensions shall be based on commercially reasonably
terms and conditions, shall not contain any terms or conditions that, taken as a
whole, are more restrictive with respect to payment of principal or interest on
the Senior Secured Notes or are less favorable to the Holders than the Credit
Agreement, the Canadian Credit Agreement and documents related thereto as in
effect on the date hereof, and the maximum amount of indebtedness that may be
outstanding thereunder at any time shall be limited to 85% of the aggregate net
book value of the current assets of the Company and its Subsidiaries, as
determined in accordance with GAAP and without duplication for any letter of
credit issued under the Credit Agreement or the Canadian Credit Agreement to
support obligations under the other credit agreement.

     "Defaulted Interest" has the meaning specified in Section 307(e).

     "Depository Institution" means a depository institution as that term is
defined at 12 U.S.C. ss. 461(b)(1)(A), as amended, or any successor provision.

     "Environmental Laws" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. ss. 9601 et seq.), the Hazardous
Material Transportation Act (49 U.S.C. ss. 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. ss. 1251 et seq.), the Oil Pollution Act of
1990 (33 U.S.C. ss. 2701 et seq.), the Safe Drinking Water Act (42 U.S.C. ss.
300f et seq.), the Clear Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic
Substances Control Act, as amended (15 U.S.C. ss. 2601 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss. 136 et seq.), and the
Occupational Safety and Health Act (29 U.S.C. ss. 651 et seq.), their Canadian
equivalent, including, without limitation, the Environmental Protection Act of
Ontario, the Environmental Quality Act of Quebec, the Canadian Environmental
Protection Act and the Canadian Transportation of Dangerous Goods Act, as such
laws have been and hereafter may be amended or supplemented, and any related or
analogous present or future Federal, state, provincial or local, statutes, rules
having the force of law, regulations, ordinances, licenses, permits and
interpretations having the force of law and orders of regulatory and
administrative bodies.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

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                                        8
<PAGE>


     "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) which together with the Company or any Subsidiary of any thereof
would be treated as a single employer under the provisions of Title I or Title
IV of ERISA.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute and the rules and regulations
promulgated thereunder.

     "Exempted Subsidiaries" shall have the meaning set forth in Section 413
hereof.

     "FASB" means Statements of the Financial Accounting Standards Board.

     "GAAP" means generally accepted accounting principles in the United States
as in effect from time to time.

     "Governmental Authorization" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any federal, state
or local governmental authority, agency or court.

     "Guarantor Collateral" means, with respect to each Guarantor, all of the
property (real, personal and mixed) of such Guarantor securing the obligations
of such Guarantor under this Indenture, the Securities, and the Collateral
Documents.

     "Guarantors" means the Persons named as the "Guarantors" in the first
paragraph of this instrument and all other Persons who may hereafter become
Guarantors in accordance with the provisions hereof.

     "Guaranty" means, with respect to each Guarantor, the guaranty provided by
such Guarantor pursuant to Article Ten of this Indenture.

     "Holder" means a Person in whose name a Security is registered in the
Security Register.

     "Inactive Subsidiaries" means Buddy L. International Ltd., Buddy L. St.
Thomas, Inc., Consumer InfoMarketing, Inc., Maska H.K. Limited, Smedley (Hong
Kong) Limited (f/k/a Buddy L. (Hong Kong) Limited), Smedley Industries, Inc.
(f/k/a Buddy L., Inc.), The Toy Factory, Inc. and St. Lawrence Manufacturing
Canada Inc.

     "Indebtedness" means with respect to any Person, without duplication (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or upon which interest charges
are customarily paid (excluding trade accounts payable and accrued expenses
arising in the ordinary course of business in accordance with customary

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                                        9
<PAGE>


trade terms), (c) all obligations of such Person for the deferred purchase price
of property or services (excluding trade accounts payable and accrued expenses
arising in the ordinary course of business in accordance with customary trade
terms), (d) all obligations of such Person under conditional sale or other title
retention agreements relating to property purchased by such Person and that
portion of obligations with respect to Capital Leases, (e) all payment
obligations of such Person with respect to interest rate or currency protection
agreements, (f) all obligations of such Person as an account party under any
letter of credit or in respect of bankers' acceptances, (g) all Indebtedness of
any third party secured by property or assets of such Person (regardless of
whether or not such Person is liable for repayment of such Indebtedness
provided, however, that the amount of Indebtedness of such Person shall be the
lesser of (i) the fair market value of such property or assets and (ii) the
amount of such Indebtedness), (h) all Contingent Obligations of such Person and
(i) the redemption price of all redeemable preferred stock of such Person, but
only to the extent that such stock is redeemable at the option of the holder or
requires sinking fund or similar payments at any time prior to the payment in
full of all principal and interest under the Securities.

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

     "Insurance Redemption Proceeds" means, in the case of any the Net Insurance
Proceeds received by the Company or any of its Subsidiaries, such Net Insurance
Proceeds minus the amount of such Proceeds applied pursuant to Sections
423(a)(i), (ii)(x) and (ii)(y) hereof.

     "Intercreditor Agreement" means that certain Inter-Creditor Agreement,
dated as of April 1, 1997, between and among Agent, The Chase Manhattan Bank of
Canada and the Trustee.

     "Interest Accrual Period" means with respect to any Interest Payment Date,
the period commencing on the immediately preceding Interest Payment Date (or
commencing on the Closing Date in the case of the first Interest Payment Date)
and ending on the day immediately preceding such Interest Payment Date.

     "Interest Payment Date" means April 1 and October 1, as the case may be, of
each year, commencing on the first such date to occur which is at least ninety
days after the Closing Date.

     "Interest Rate" means the annual rate at which interest accrues on the
Securities, as specified in Section 301 and in the terms of the Senior Secured
Notes.

     "Lien" means with respect to any asset, (i) any mortgage, hypothec, lien,
pledge, encumbrance, charge or security interest in or on such asset, (ii) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset, (iii) in the
case of securities, any purchase option, call or similar right of

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                                       10
<PAGE>


a third party with respect to such securities or (iv) any other right of or
arrangement with any creditor to have such creditor's claim satisfied out of
such assets, or the proceeds therefrom, prior to the general creditors of the
owner thereof.

     "Material Adverse Effect" means a material adverse effect on (i) the
business, assets, prospects, operations or financial or other condition of the
Company and its Subsidiaries taken as a whole, (ii) the ability of the Company
or any of the Guarantors to perform their respective obligations under the terms
hereof or of any Collateral Document, (iii) the rights of, or remedies available
to, the Trustee or the Holders under this Indenture or any Collateral Document
or (iv) the Trustee's Lien on any material portion of the Collateral or the
priority of such Lien.

     "Maturity," when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether pursuant to Section 307, at the Stated Maturity thereof or by
declaration of acceleration, call for redemption or otherwise.

     "Mortgages" means the real property mortgages dated as of the date hereof
and executed by the Company or a Guarantor (as the case may be) in favor of the
Trustee, for the benefit of the Holders, as amended, modified or supplemented
from time to time.

     "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA.

     "Net Cash Proceeds of Asset Sale" means, in the case of any Asset Sale, the
sum of (a) the gross cash proceeds received from such Asset Sale plus (b)
without duplication, all cash proceeds as and when received subsequent to such
Asset Sale representing any deferred portion of the purchase price, less (c) the
sum of (i) the amount, if any, of all taxes (other than income taxes) payable
plus the good-faith best estimate of the amount of all income taxes payable (to
the extent such amount shall have been set aside) in connection with the
applicable transaction, (ii) the amount, if any, applied to repay any
Indebtedness (other than the Credit Facility Indebtedness or Indebtedness in
respect of the Senior Secured Notes) including, without limitation, any premium,
penalty, interest or other amount in connection with such Indebtedness to the
extent such Indebtedness is required by its terms or by applicable law to be
repaid, (iii) reasonable and customary fees, discounts, commissions and expenses
and other costs paid (other than those paid to any Affiliate of the Company) in
connection with the applicable transaction, (iv) reserves, if any, in connection
with indemnification or similar obligations and (v) amounts held in escrow, if
any, in each case to the extent not already deducted in arriving at the amount
referred to in clause (a) or (b), all as reflected in an Officers' Certificate
delivered to the Trustee.

     "Net Insurance Proceeds" means, the net proceeds received by the Company or
any of its Subsidiaries from any casualty insurance maintained in respect of any
asset of the Company or any of its Subsidiaries.

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                                       11
<PAGE>


     "Notice of Election" shall have the meaning set forth in Section 423
hereof.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Authorized Officers.

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

     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (a) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation; and

          (b) Securities, or portions thereof, for whose payment or redemption
     money (other than Available Redemption Proceeds) in the necessary amount
     has been theretofore irrevocably deposited with the Trustee or any Paying
     Agent in trust for the Holders of such Securities; provided that notice of
     such redemption has been duly given pursuant to this Indenture or provision
     therefor satisfactory to the Trustee has been made; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any Guarantor or any Affiliate of the Company or Guarantor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee that
(i) the pledgee has a right to so act with respect to such Securities, and (ii)
the pledgee is not the Company or any Guarantor or any Affiliate of the Company
or Guarantor.

     "Paying Agent" means any Person (other than the Company or any Affiliate or
Subsidiary of the Company) authorized by the Company to pay the principal of or
interest on any Securities on behalf of the Company.

     "Payment Default" means any default under Section 501(a).

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

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                                       12
<PAGE>


     "Pension Plan" shall mean any Plan which is subject to the provisions of
Title IV of ERISA.

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

     "Personal Property Security Law" shall mean the Personal Property Security
Act or other statue or statutory provisions in effect from time to time in
Canada and its provinces which deals with the perfection and priority of Liens
on Collateral.

     "Plan" shall mean any employee benefit plan within the meaning of Section
3(3) of ERISA and subject thereto and which is maintained (in whole or in part)
for employees of the Company, any Subsidiary thereof or any ERISA Affiliate.

     "Pledge Agreement" means that certain Pledge Agreement, dated as of the
date hereof, between the Company and each Guarantor and the Trustee, for the
benefit of the Holders, as amended, modified or supplemented from time to time.

     "Potential Event of Default" means a condition or event which, after notice
or lapse of time or both, would constitute an Event of Default if that condition
or event were not cured or removed within any applicable grace or cure period.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 305 in lieu of a lost, destroyed,
mutilated or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed, mutilated or stolen Security.

     "Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

     "Purchase Money Indebtedness" means purchase money obligations to finance,
refinance or refund the cost (including the cost of construction) of real or
tangible personal property (including such obligations with respect to Capital
Leases).

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

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

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                                       13
<PAGE>


     "Regular Record Date," for the interest payable on any Interest Payment
Date, means the thirtieth day (whether or not a Business Day) immediately
preceding such Interest Payment Date.

     "Reorganization Plan" means the First Amended Joint Chapter 11 Plan (As
Modified), dated as of November 12, 1996, the First Modification thereto dated
January 16, 1997 and the Second Modification thereto dated January 22, 1997, as
confirmed by the United States Bankruptcy Court for the District of Delaware on
January 23, 1997, and the Third Modification thereto dated March 14, 1997, as
approved by order of the United States Bankruptcy Court for the District of
Delaware dated March 27, 1997.

     "Reportable Event" shall mean a Reportable Event as defined in Section
4043(c) of ERISA with respect to which the notice requirements have not been
waived.

     "Requisite Holders" means the Holders of fifty-one percent (51%) of the
Aggregate Outstanding Amount of Securities.

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

     "Scheduled Principal Payments" means, at a specified date, the scheduled
principal payments due on the Senior Secured Notes as set forth in Section
307(b)(i).

     "Secondary Securities" has the meaning set forth in Section 307.

     "Securities" means the Senior Secured Notes.

     "Security Agreement" means that certain Security Agreement, dated as of the
date hereof, between the Company and each Guarantor and the Trustee, for the
benefit of the Holders, as amended, modified or supplemented from time to time.

     "Security Agreement--Patents and Trademarks" means that certain Security
Agreement and Mortgage -- Patents and Trademarks, dated as of the date hereof,
between the Company and each Guarantor and the Trustee, for the benefit of the
Holders, as amended, modified or supplemented from time to time.

     "Security Register" and "Security Registrar" have the meanings specified in
Section 304.

     "Senior Secured Notes" means the Company's 14% Senior Secured Notes Due
April 1, 2004 issued and outstanding pursuant to this Indenture (including
Secondary Securities issued in respect thereof).

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                                       14
<PAGE>


     "Shareholders Agreement" shall mean that certain Agreement dated as of
April 1, 1997 by and among the Company and WS Acquisition L.L.C., The Equitable
Life Assurance Society of the United States, The Northwest Mutual Life
Insurance, Phoenix Home Life Mutual Insurance Company, GE Capital Assurance
Company, Business Men's Assurance Company and Indianapolis Life Insurance
Company, as amended, modified or supplemented from time to time.

     "Special Record Date," for the payment of any Defaulted Interest, means a
date fixed by the Trustee pursuant to Section 307(e)(1).

     "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security (disregarding any
mandatory redemption payments required by the terms of this Indenture) or such
installment of interest is due and payable.

     "Stock Sale" has the meaning set forth in Section 423(b) hereof.

     "Stock Sale Proceeds" has the meaning set forth in Section 423(b) hereof.

     "Stock Sale Redemption Proceeds" means, in the case of any Stock Sale, the
Stock Sale Proceeds minus the amount of such Stock Sale Proceeds applied to
repay Credit Facility Indebtedness pursuant to Section 423(b)(x) hereof.

     "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of stock or partnership or other interests entitled
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by such Person and/or one or
more of the other Subsidiaries of such Person or a combination thereof but in no
event shall include an Inactive Subsidiary.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
805.

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

     "UCC" means the Uniform Commercial Code of the state identified by the
context in which the term is used.

     "UK Pledge Agreement" means that certain Charge Over Shares and Irrevocable
Proxy dated as of the date hereof, between the Company and the Trustee, for the
benefit of the Holders, as amended, modified or supplemented from time to time.

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                                       15
<PAGE>


Section 102. Compliance Certificates and Opinions.

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

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

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

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

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

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

Section 103. Form of Documents Delivered to Trustee.

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

     Any certificate or opinion of an Authorized Officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such Authorized Officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which the certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be

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                                       16
<PAGE>


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

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

Section 104. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein or therein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

     (c) The ownership of Securities shall be proved by the Security Register.

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

     If the Company shall solicit from the Holders any request, demand
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, fix in advance a record date for the determination of such
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. Notwithstanding the Trust Indenture Act Section 316(c), any such record date
shall be a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith and no later than the date such solicitation
is completed.

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<PAGE>


     If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

Section 105. Notices to Trustee and Company.

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

          (a) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed, in writing
     and mailed, first-class postage prepaid, or delivered by nationally
     recognized overnight courier, to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Administrator (with a copy thereof to
     the Company at the address specified in Section 105(b)), or at any other
     address previously furnished in writing to the Company and each Holder by
     the Trustee; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise expressly provided herein) if
     in writing and mailed, first-class postage prepaid, or delivered by
     nationally recognized overnight courier, to the Company addressed to it at
     77 Route 25, Pierson Industrial Park, Bradford, Vermont 05033, Attention:
     Russell J. David, Vice President-Finance, or at any other address
     previously furnished in writing to the Trustee by the Company.

     Any request, demand, authorization, direction, notice, concern, waiver or
action of Holders or other document delivered pursuant to this Section 105 shall
be effective (i) five (5) days after mailing, if sent by mail, first-class
postage prepaid, or (ii) on the next Business Day if sent by nationally
recognized overnight courier.

Section 106. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed (at the Company's expense), first-class postage
prepaid, to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders

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                                       18
<PAGE>


is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

Section 107. Conflict with Trust Indenture Act.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the
Trust Indenture Act, or conflicts with any provision (an "incorporated
provision") required by or deemed to be included in this Indenture by operation
of such Trust Indenture Act Sections, such imposed duties or incorporated
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents.

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

Section 109. Successors and Assigns.

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

Section 110. Separability Clause.

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

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<PAGE>



Section 111. Benefits of Indenture.

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

Section 112. Governing Laws.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York (including, without
limitation, Section 5-1401 of the General Obligations Law of the State of New
York), without regard to conflicts of law principles.

Section 113. Legal Holidays.

     In any case where any Interest Payment Date, any date established for the
payment of Defaulted Interest under Section 3.07(e) hereof, any Redemption Date
or the Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, any date established for the payment of Defaulted
Interest under Section 3.07(e) hereof or Redemption Date, or at the Stated
Maturity; provided, however, that interest shall accrue with respect to any
principal payment (at the rate then applicable to the Securities) for the period
from and after such Redemption Date or Stated Maturity, as the case may be, to
(but not including) the next succeeding Business Day, and shall be payable on
such next succeeding Business Day.

Section 114. Conflict with Collateral Documents.

     If and to the extent that any of the rights, powers and obligations of the
Trustee provided under this Indenture conflicts with the provisions of any of
the Collateral Documents, the provisions of this Indenture shall control.

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms Generally.

     The Securities and the Trustee's certificate of authentication with respect
thereto shall be in substantially the forms set forth in Exhibit A hereof, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements

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<PAGE>


placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the Authorized
Officer of the Company executing such Securities, as evidenced by his or her
execution of the Securities. Any portion of the text of any Security may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security. The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the Authorized Officer of the Company
executing such Securities, as evidenced by his or her execution of such
Securities.

Section 202. Forms of Securities and Certificate of Authentication.

     The Senior Secured Notes shall be in substantially the form attached hereto
as Exhibit A and the form of the Trustee's certificate of authentication shall
be in the form provided in such Exhibit, which is incorporated in, and made a
part of, this Indenture.

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301. Title and Terms.

     The aggregate original principal amount of Securities which may be
authenticated and delivered under this Indenture on the Closing Date is limited
to $29,500,000, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
(including Secondary Securities) pursuant to Section 303, 304, 305, 307, 806 or
908. Interest on the Securities shall begin to accrue on the Closing Date and
the initial Interest Rate (prior to default) on the Securities shall be equal to
14% per annum, payable in cash or, at the Company's option, up to 4% per annum
in Secondary Securities; provided that, with respect to the payment due on the
first Interest Payment Date, the Company may, at its option, pay all interest
due on that date in Secondary Securities. Notwithstanding anything to the
contrary in the preceding sentence, so long as no Potential Event of Default or
Event of Default shall have occurred and be continuing on the date the Interest
Rate is to reduce pursuant to the terms of this Section 301:

          (a) the Interest Rate (prior to default) on the Securities shall be
     permanently reduced to 12% per annum, payable in cash or, at the Company's
     option, up to 2% per annum in Secondary Securities, upon the delivery by
     the Company to the Trustee of (i) financial statements demonstrating that
     Consolidated EBITDA for the immediately preceding four consecutive fiscal
     quarters of the Company was not less than $18,000,000 and (ii) an Officers
     Certificate certifying as to the foregoing and as to the effective date of
     such reduction, such reduction in the Interest Rate (prior to default) on
     the Securities to be effective as of the first day of the next succeeding
     calendar month that

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                                       21
<PAGE>


      commences at least thirty days after the date on which such financial
      statements have been (1) delivered to the Trustee and (2) filed with the
      Commission; and

          (b) the Interest Rate (prior to default) on the Securities shall be
     permanently reduced to 10% per annum payable in cash, upon the delivery by
     the Company to the Trustee of (i) financial statements demonstrating that
     Consolidated EBITDA for the immediately preceding four consecutive fiscal
     quarters of the Company was not less than $25,000,000 and (ii) an Officers
     Certificate certifying as to the foregoing and as to the effective date of
     such reduction, such reduction in the Interest Rate (prior to default) on
     the Securities to be effective as of the first day of the next succeeding
     calendar month that commences at least thirty days after the date on which
     such financial statements have been (1) delivered to the Trustee and (2)
     filed with the Commission.

     If a Potential Event of Default or Event of Default has occurred and is
continuing on the date any reduction in the Interest Rate would otherwise become
effective pursuant to Section 301(a) or (b) hereof, such Interest Rate reduction
shall not become effective until the first day of the next succeeding calendar
month after the date on which such Potential Event of Default or Event of
Default has been cured or waived in accordance with the provisions of this
Indenture.

     Upon the occurrence of any event which would result in the reduction of the
Interest Rate pursuant to Section 301(a) or (b) hereof, the Trustee (at the
expense of the Company) shall give prompt written notice to all Holders (i) of
such occurrence, (ii) that, provided that there is no occurrence and continuance
of a Potential Event of Default or Event of Default on the date the Interest
Rate is to reduce pursuant to Section 301(a) or (b), the Interest Rate will be
reduced, and (iii) the effective date thereof.

     The Interest Rate in effect with respect to the Securities is subject to
increase as provided in Sections 503 and 515. Any such increase shall be paid
solely in cash.

     Upon the occurrence of any Payment Default, Bankruptcy Default or any
default pursuant to Section 501(c) hereof, all interest accrued thereafter and
during the period in which the Payment Default, Bankruptcy Default or any
default pursuant to Section 501(c) hereof has continued shall be payable solely
in cash, and no portion thereof may be paid in Secondary Securities.

Section 302. Denominations.

     The Securities shall be issuable in registered form in any denomination of
$250,000 or more (except for Secondary Securities).

Section 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by an Authorized
Officer of the Company. The signature of such Authorized Officer on the
Securities may be

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<PAGE>


manual or facsimile. Securities bearing the manual or facsimile signature of any
individual who at the time of execution of the Securities was authorized to act
on behalf of the Company in executing the Securities shall bind the Company,
notwithstanding that such individual may have ceased to be authorized to act in
such capacity prior to the authentication and delivery of such Securities or did
not possess such authorization at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as provided in this
Indenture and not otherwise.

     Each Security authenticated and delivered by the Trustee upon a Company
Order on the Closing Date shall be dated as of the Closing Date. All other
Securities that are authenticated after the Closing Date for any other purpose
under this Indenture shall be dated the date of their authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Exhibit
A hereto duly executed by the Trustee by manual signature of one of its duly
authorized Responsible Officers, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and entitled to the benefits of this
Indenture.

     In case the Company, as permitted by Section 421 hereof, shall be
consolidated or merged with or into any other Person or shall convey or transfer
all or substantially all of its properties and assets to any other Person, and
the successor Person resulting from such consolidation, or surviving such
merger, or into which the Company shall have been merged, or the successor
Person which shall have received a conveyance or transfer, as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to
Article Eight, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance or transfer may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Order of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of any Holder but without expense to such Holder, shall provide for the
exchange of all Securities at the time Outstanding held by such Holder for
Securities authenticated and delivered in such new name.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not

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                                       23
<PAGE>


lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees or
vice presidents shall determine that such action would expose the Trustee to
personal liability to existing Holders.

Section 304. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 402 being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby initially
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided. Upon any resignation or removal of
the Security Registrar, the Company shall promptly appoint a successor with the
approval of the Requisite Holders or, in the absence of such approval, assume
the duties of Security Registrar until a successor shall have been approved, and
notify the Holders of such action.

     If a Person other than the Trustee is appointed by the Company as Security
Registrar, the Company will give the Trustee prompt written notice of the
appointment of such Security Registrar and of the location, and any change in
the location, of the Security Register, and the Trustee shall have the right to
inspect the Security Register at all reasonable times and to obtain copies
thereof and the Trustee shall have the right to conclusively rely upon a
certificate executed on behalf of the Security Registrar by an authorized
officer thereof as to the names, addresses, wiring instructions and taxpayer
identification numbers of the Holders of the Securities and the principal
amounts and numbers of such Securities.

     Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated pursuant to Section 402 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any authorized denomination or denominations, of a like aggregate principal
amount.

     At the option of the Holder, one or more Securities may be exchanged for
one or more other Securities of any authorized denomination or denominations, of
a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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<PAGE>


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

     Every Security presented or surrendered for registration of transfer, or
for exchange or redemption shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee, duly executed by the Holder thereof
or its attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to pay all documentary, stamp or similar issue or transfer tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Sections 806 or 908 not involving any transfer.

     The Company shall not be required (a) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business
fifteen (15) days before the mailing of a notice of redemption of the Securities
selected for redemption under Sections 423, 425 or 904 and ending at the close
of business on the day of such mailing, or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of Securities being redeemed in part.

Section 305. Mutilated, Destroyed, Lost and Stolen Securities.

     If (a) any mutilated Security is surrendered to the Trustee, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them and any agent thereof harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon the Company's written request
the Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a
replacement Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a replacement Security, pay such Security.

     Upon the issuance of any replacement Securities under this Section, the
Company may require the payment of a sum sufficient to cover any documentary,
stamp or similar issue or transfer tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

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                                       25
<PAGE>


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

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

Section 306. Persons Deemed Owners.

     Prior to, and at the time of, due presentment for registration of transfer,
the Company, the Trustee, the Security Registrar, and any agent of the Company,
the Trustee or the Security Registrar may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 307) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 307. Payment of Principal and Interest; Preservation of Rights.

     (a) The Securities shall accrue interest (prior to default) during each
Interest Accrual Period at the applicable Interest Rate determined in accordance
with Section 301. Accrued interest shall be paid by the Company on each Interest
Payment Date in cash, or, to the extent permitted in Section 301, at the option
of the Company, through the issuance of additional Securities (such Securities
as issued from time to time for accrued interest being referred to herein as
"Secondary Securities"); provided that the Company may at its option pay cash in
lieu of issuing Secondary Securities. Any such Secondary Securities shall be
governed by this Indenture and shall be identical in all respects to the
Securities initially issued hereunder (except, as the case may be, with respect
to the issuance date and principal amount). The issuance of Secondary Securities
in accordance with this Section 307 shall not relieve the Company of its
obligations under Section 401. To the extent lawful and enforceable, interest on
Defaulted Interest and interest on the principal amount of Securities shall
accrue at the applicable Interest Rate, as may be increased pursuant to Sections
503 and 515.

     (b) The principal of the Securities shall be payable as follows unless the
unpaid principal of such Securities becomes due and payable at an earlier date
by declaration of acceleration or in accordance with Sections 423, 425 and 901:

          (i) Amounts shall be due and payable in accordance with the following
     schedule, provided that the outstanding principal amount of Securities to
     be repaid pursuant to this Section 307(b)(i) on a Scheduled Principal
     Payment Date on or prior to

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<PAGE>


     October 1, 2003 shall be reduced on a pro rata basis to the extent of any
     redemption of Securities made prior to the applicable Scheduled Principal
     Payment Date:

         Scheduled                            Outstanding Principal
   Principal Payment Date                          to be Repaid
   ----------------------                     ---------------------
        October 1, 2001                             $4,000,000
        April 1, 2002                                4,000,000
        October 1, 2002                              4,000,000
        April 1, 2003                                4,000,000
        October 1, 2003                              4,000,000
        April 1, 2004                                Balance of Unpaid Principal

          (ii) All payments of principal on the Securities made pursuant to this
     subsection shall be allocated to the Securities by lot or any other
     appropriate and fair method determined by the Trustee.

     (c) Except as set forth above with respect to payment of interest by
issuance of Secondary Securities, interest and principal on each Security shall
be payable by (i) wire transfer to a United States dollar account maintained by
the Holder of such Security at a Depository Institution in the United States as
reflected on the Security Register on the close of business on the applicable
Record Date or (ii) mailing checks for such interest and principal to the
Holders entitled thereto, first class postage prepaid, to each Holder to such
address as shall appear on the Security Register on the close of business of the
applicable Record Date. Interest and principal on each Security shall be paid by
the Paying Agent from the amounts made available therefor by the Company. In the
case of the Maturity of a Security (other than pursuant to Section 423, 425 or
901), the Trustee, in the name and at the expense of the Company, shall notify
the Person entitled thereto at its address as it appears on the Security
Register that such Security is to be paid in full. Such notice shall be mailed
as soon as practicable, and in any event no later than the tenth (10th) day
prior to the Maturity of such Security and shall specify the place where such
Security may be presented and surrendered for final payment. The Company, with
the prior consent of the Trustee, may, but shall not be obligated to, adopt any
other method of payment requested by a Holder.

     (d) The Holders as of the close of business on the Regular Record Date in
respect of an Interest Payment Date shall be entitled to the interest accrued
and payable and principal payable, if any, on such Interest Payment Date.
Payments of interest, in cases where the amount of interest which is being paid
on Securities is less than the amount of interest which has accrued, to such
Holders shall be made in the proportion that the unpaid principal balance of the
Securities registered in the name of each such Holder on such Regular Record
Date bears to the Aggregate Outstanding Amount of all Securities on such Regular
Record Date. Any such payments that are returned to the Paying Agent shall be
held for payment as herein provided at the office or agency of the Company to be
maintained as provided in Section 402.

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<PAGE>


     (e) Any interest on any Security which is payable, but is not punctually
paid or duly provided for (including, without limitation, provision by issuance
of Secondary Securities), on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may, unless the Trustee shall have made demand therefor as provided in
the Securities and Section 503 hereof, be paid by the Company, at its election
in each case, as provided in subsection (1) or (2) below:

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

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

     (f) All Secondary Securities permitted or required to be issued under the
terms of this Indenture in lieu of the cash payment of accrued interest shall be
issued and delivered to the Holders entitled thereto on the applicable Regular
Record Date no later than the Interest Payment Date on which such accrued
interest is due.

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<PAGE>


Section 308. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be returned to the Company.

Section 309. Computation of Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months and the actual number of days which have elapsed.

Section 310. CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE FOUR

                                    COVENANTS

Section 401. Payment of Principal and Interest.

     Subject to the grace periods provided in Section 501(a), the Company will
duly and punctually pay the principal of and interest on the Securities in
accordance with the terms of the Securities and this Indenture.

Section 402. Maintenance of Office or Agency.

     The Company will maintain an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities may be served. The Company will give
prompt written notice to the Trustee of the location of any such office or
agency and any change of location thereof. The Company hereby initially

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<PAGE>


designates the office of the Trustee at the Corporate Trust Office of the
Trustee as such office or agency of the Company. In case the Company shall fail
to maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations, Securities to
be surrendered and demands may be made and notices may be served at the
Corporate Trust Office of the Trustees.

Section 403. Money for Security Payments to be Held in Trust.

     On or before 12:00 Noon, Eastern time, on the Business Day immediately
preceding each due date of the principal of or interest on, any Securities,
except as otherwise set forth in Section 423, the Company shall deposit with the
Paying Agent a sum in same day funds (or, if permitted hereunder, Secondary
Securities) sufficient to pay the principal or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee in writing of such action or any failure to so
act.

     The Company will cause any Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:

          (a) hold all sums held by it for the payment of the principal of or
     interest on Securities in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided;

          (b) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal or interest; and

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

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

     Any money deposited with the Trustee or any Paying Agent in trust for the
payment of the principal of or interest on any Security and remaining unclaimed
for two years after such principal or interest has become due and payable shall
be paid to the Company; and the Holder of such Security shall thereafter, as an
unsecured general 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 shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before

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<PAGE>


being required to make any such repayment, may at the expense of the Company
cause to be published once, in Authorized Newspapers, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than thirty (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 404. Maintenance of Existence; Compliance with Laws.

     Except as otherwise specifically permitted under Section 417, 421 or 423,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and the corporate or
partnership existence, as the case may be, of each Subsidiary and all rights,
privileges, franchises, permits, licenses, patents, patent rights, approvals,
copyrights, trademarks, tradenames and other authority which if not so preserved
or kept in full force and effect would have a material adverse effect on the
business of the Company and its Subsidiaries taken as a whole. The Company and
its Subsidiaries will at all times conduct their business in an orderly manner
without voluntary interruption and shall exercise all reasonable diligence in
order to comply with the requirements of all material applicable laws, rules,
regulations, licenses, permits and orders of any governmental authority,
noncompliance with which would materially and adversely affect the business,
properties, assets, operations or condition (financial or otherwise) of the
Company and its Subsidiaries taken as a whole. The Company shall at all times be
a corporation organized and existing under the laws of a State of the United
States of America.

Section 405. Payment of Taxes and Other Claims.

     (a) The Company will, and will cause each of its Subsidiaries to, pay and
discharge promptly when due all taxes, assessments and other governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property before the same shall become delinquent or in default, as well as
all lawful claims for labor, materials and supplies or otherwise, which, if
unpaid, might give rise to Liens upon such properties or any part thereof;
provided, however, that such payment and discharge shall not be required with
respect to (i) any such tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the applicable party shall have set aside on its books adequate
reserves with respect thereto in accordance with GAAP and such contest operates
to suspend collection of the contested tax, assessment, charge, levy or claims
and enforcement of a Lien or (ii) any tax, assessment, charge, levy or claims,
the failure to pay and discharge when due which, individually or in the
aggregate, would not have a Material Adverse Effect.

     (b) The Company will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person other than the Company and its Subsidiaries.

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<PAGE>


Section 406. Limitation on Indebtedness.

     The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness; provided
however, that this Section 406 shall not limit the incurrence by the Company or
any Subsidiary of (i) the Credit Facility Indebtedness; (ii) Indebtedness
incurred hereunder; and (iii) to the extent permitted under the Credit Agreement
or the Canadian Credit Agreement (a) Indebtedness secured by Liens permitted
under Section 412, (b) Indebtedness (including, without limitation, guarantees)
existing on the date hereof but not the extension, renewal or refunding thereof,
(c) Indebtedness to trade creditors incurred and deposits from customers
received in the ordinary course of business, (d) guarantees constituting the
endorsement of negotiable instruments for deposit or collection in the ordinary
course of business, (e) Purchase Money Indebtedness to finance capital
expenditures in an aggregate amount outstanding at any time not to exceed
$5,000,000 provided that any Lien granted with respect to such Indebtedness is
permitted by Section 412(e) hereof, (f) guarantees by the Company of
Indebtedness of any Subsidiary permitted under this Section 406 or trade
accounts payable of a Subsidiary arising in the ordinary course of business in
accordance with customary trade terms and guarantees by any Subsidiary of
Indebtedness of the Company or another Subsidiary permitted under this Section
406 or trade accounts payable of the Company or another Subsidiary arising in
the ordinary course of business in accordance with customary trade terms, (g)
other unsecured Indebtedness in the ordinary course of business not to exceed
$3,000,000 at any one time outstanding, (h) interest rate and currency
protection agreements occurring in the ordinary course of business, (i)
Indebtedness to finance insurance premiums, (j) intercompany Indebtedness
between the Company and wholly owned Subsidiaries which are Guarantors (other
than SLM Trademark Acquisition Canada Corporation) and (k) other unsecured
Indebtedness but only if at the time such Indebtedness is incurred, (1) either
(x) the Interest Rate on the Securities has been permanently reduced to 12% per
annum pursuant to Section 301(a) and the Company has irrevocably waived its
right to pay any interest in Secondary Securities as otherwise permitted by
Section 301(a) or (y) the Interest Rate on the Securities has been permanently
reduced to 10% per annum pursuant to Section 301(b); (2) after giving effect to
the incurrence of such Indebtedness, the ratio of Consolidated EBITDA to
Consolidated Interest Expense for the four fiscal quarter period ending on or
immediately prior to the time such Indebtedness is incurred (x) if such
Indebtedness is incurred on or prior to September 30, 2001, exceeds 2.25 to 1.00
or (y) if such Indebtedness is incurred at any time thereafter, exceeds 2.75 to
1.00; (3) such Indebtedness does not mature or become subject to any mandatory
prepayment other than as a result of an event of default or amortization of
principal prior to July 2, 2004; and (4) the Company shall have delivered to the
Trustee an Officers' Certificate stating that the incurrence of such
Indebtedness satisfies each of the requirements set forth in this Section 406(k)
and demonstrating in reasonable detail compliance at the end of the applicable
accounting period with the restrictions contained clause (2) of this Section
406(k).

Section 407. Limitation on Dividends, Distributions and Certain Payments.

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<PAGE>


     The Company and its Subsidiaries will not, directly or indirectly, (i)
prepay, redeem, purchase or retire any Indebtedness incurred pursuant to Section
406(k) or (ii) declare, order, pay, make or set apart any sum for any dividends
or make any other distribution, whether in cash, property, securities or a
combination thereof, with respect to (whether by reduction of capital or
otherwise) any shares of its capital stock or directly or indirectly redeem,
purchase, retire or otherwise acquire for value (or permit any Subsidiary to
purchase or acquire) any shares of any class of its capital stock or set aside
any amount for any such purpose except that (1) any Subsidiary of the Company
may pay dividends or make other distributions to its direct parent, (2) the
Company may pay dividends in kind or exchange shares of its capital stock for
other such shares and (3) so long as no Potential Event of Default or Event of
Default has occurred and is continuing or would result therefrom, the Company
may repurchase or redeem its shares from employees or officers who have died,
resigned, been terminated or retired so long as the aggregate amount expended in
any fiscal year of the Company does not exceed (x) $250,000 and (y) at any time
after April 1, 2000, provided that the Consolidated Net Income for the previous
fiscal year of the Company equals or exceeds $250,000, an additional $250,000 in
such fiscal year.

Section 408. Limitation on Restrictions Affecting Subsidiaries.

     Except as otherwise set forth herein or as may be set forth in the Credit
Agreement, the Canadian Credit Agreement, any guarantee relating to either of
the foregoing or any agreement binding on a Subsidiary acquired after the date
hereof in accordance with the terms hereof, the Company will not, and will not
permit any Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary to (a) pay dividends or make any other distribution on any of
such Subsidiary's capital stock or partnership interests owned by the Company or
any Subsidiary of the Company, (b) pay any Indebtedness owed to the Company or
any other Subsidiary of the Company, (c) make loans or advances to the Company
or any other Subsidiary of the Company, or (d) transfer any of its property or
assets to the Company or any other Subsidiary of the Company.

Section 409. Guaranty and Security Agreements.

     The Company shall, and shall cause each of the Guarantors to, execute and
deliver the Collateral Documents, and the Company agrees, and agrees to cause
the Guarantors, to perform fully, promptly and faithfully all of their
respective obligations under each of the Collateral Documents and the Guaranties
to which they are a party, in each case, in accordance with the terms thereof.

Section 410. Reserved.

Section 411. Financial Statements and Other Reports.

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<PAGE>


     The Company will maintain a system of accounting established and
administered in accordance with sound business practices to permit preparation
of financial statements in conformity with GAAP. The Company will deliver to the
Trustee:

          (a) such information, documents, reports and certificates as is
     required under Sections 704 and 705;

          (b) promptly upon any officer of the Company obtaining knowledge (i)
     of any condition or event which constitutes an Event of Default or
     Potential Event of Default, (ii) that any Person has given any notice to
     the Company or any Subsidiary of the Company or taken any other action with
     respect to a claimed default or event or condition of the type referred to
     in Section 501(d), (iii) of a material adverse change in the business,
     operations, properties, assets, condition (financial or otherwise) or
     prospects of the Company and its Subsidiaries, taken as a whole, or (iv)
     that any holder of a Lien permitted by Section 412(f) has given any notice
     to the Company or any Subsidiary of the Company or taken any other action
     with respect to such Lien that could result in the foreclosure or
     enforcement of such Lien against the assets of the Company or any
     Subsidiary, an Officers' Certificate specifying the nature and period of
     existence of any such condition or event, or specifying the notice given or
     action taken by such holder or Person and the nature of such claimed
     default, Event of Default or Potential Event of Default and what action the
     Company or such Subsidiary, as the case may be, has taken, is taking and
     proposes to take with respect thereto; and

          (c) with reasonable promptness, such other information and data with
     respect to the Company or its Subsidiaries as from time to time may be
     reasonably requested by the Trustee.

Section 412. Limitation on Liens; Negative Pledge.

     The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any of its properties or assets or the properties or assets of
any of its Subsidiaries, respectively, whether now owned or hereafter acquired,
or any income or profits therefrom, except:

          (a) Liens incurred and pledges and deposits made in the ordinary
     course of business in connection with workers' compensation, unemployment
     insurance, old-age pensions and other social security or similar laws (not
     including any Lien described in Section 412(m) of the Code);

          (b) Liens imposed by law, such as carriers', warehousemen's,
     mechanics', materialmen's and vendors' liens and other similar liens,
     incurred in good faith in the ordinary course of business and securing
     obligations which are not overdue for a period of more than fifteen (15)
     days or which are being contested in compliance with Section 405;

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<PAGE>


          (c) Liens securing the payment of taxes, assessments and governmental
     charges or levies, that are not delinquent or are being diligently
     contested in compliance with Section 405;

          (d) zoning restrictions, easements, rights of way licenses, flowage
     rights, reservations, provisions, covenants, conditions, waivers,
     restrictions on the use of property or minor defects or irregularities of
     title and similar encumbrances (and with respect to leasehold interests,
     mortgages, obligations, liens and other encumbrances incurred, created,
     assumed or permitted to exist and arising by, through or under a landlord
     or owner of the leased property, with or without consent to the lessee)
     which do not in the aggregate materially detract from the value of its
     property or assets or materially impair the use thereof in the operation of
     its business;

          (e) purchase money Liens granted in connection with the occurrence of
     Indebtedness permitted by Section 406(e) hereof, to the vendor or Person
     financing the construction or acquisition of property, plant or equipment,
     provided that (i) such Lien is limited to the particular assets constructed
     or acquired, (ii) the debt secured by the Lien does not exceed the amount
     financed for the construction or acquisition cost (including transaction
     costs and indemnities customarily secured by a Lien of such type) of the
     specific assets on which the Lien is granted, (iii) such Lien arises and
     the Indebtedness secured thereby is created within 120 days of the
     completion of such construction or of such acquisition or are incurred to
     extend, renew or refinance such Liens and Indebtedness incurred within such
     120-day period and (iv) such transaction does not otherwise violate the
     terms of the Indenture;

          (f) Liens securing the Credit Facility Indebtedness;

          (g) Liens existing on the date of this Indenture but not the
     extension, renewal or refunding of the Indebtedness secured thereby;

          (h) Liens granted to the Trustee pursuant to the Collateral Documents
     as security for the benefit of the Holders of the Securities hereunder;

          (i) Liens and deposits securing the performance of bids, tenders,
     leases, contracts (other than for the repayment of borrowed money),
     statutory obligations, surety, customs and appeal bonds, performance bonds
     and other obligations of like nature, incurred as an incident to and in the
     ordinary course of business;

          (j) judgment Liens securing judgments and decrees, which would not
     constitute an Event of Default under Section 501(g);

          (k) warrants being issued under the Reorganization Plan or stock
     options issued pursuant to stock option plans;

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<PAGE>


          (l) option of other shareholders of CCM Holdings (1983) Inc.;

          (m) UCC or Personal Property Security Law filings made for
     informational purposes by lessors of property to the Company, a Guarantor
     or any Subsidiary thereof;

          (n) Liens in favor of customs and revenue authorities to secure the
     payment of custom duties in connection with the importation of goods in the
     ordinary course of business;

          (o) Liens on property prior to the acquisition thereof by the Company,
     a Guarantor or any Subsidiary thereof, provided that such Lien is not
     created in contemplation of or in connection with such acquisition, such
     Lien does not apply to any other property and such Lien does not materially
     interfere with the use, occupancy and operation of any property, materially
     reduce the fair market value of such property but for such Lien or result
     in any material increase in the cost of operating, occupying or owning (or
     leasing) such property; or

          (p) Liens that arise automatically under Environmental Laws provided
     that the Company is in compliance with Section 404 and any such Lien would
     not have a Material Adverse Effect.

     Neither the Company nor any of its Subsidiaries will enter into any
agreement prohibiting the creation or assumption of any Lien upon any of their
properties or assets, whether now owned or hereafter acquired, to secure payment
of the Securities (except in respect of any specific asset purchased pursuant to
any Purchase Money Indebtedness permitted under Section 406(iii)(b) or (e)).

Section 413. Restrictions on Acquisition of Subsidiaries.

     The Company will not, nor will it permit any Subsidiary to, acquire or form
any Subsidiary without the express prior written consent of the Requisite
Holders, which consent shall not be unreasonably withheld, unless,
simultaneously with the acquisition or formation of such Subsidiary (i) the
Company or Subsidiary, as applicable, executes a pledge agreement (in
substantially the form of the Pledge Agreement) and grants to the Trustee a Lien
with respect to the outstanding stock of such acquired or formed Subsidiary
owned by it and (ii) the Company causes each Subsidiary so formed or acquired to
execute and deliver to the Trustee a counterpart hereof or such other documents
as may be necessary to, cause such Subsidiary to be bound by the Guaranty and
cause such Subsidiary to execute and deliver all applicable Collateral
Documents; provided, however, that any Subsidiary formed or acquired in
accordance with the provisions of this Indenture, that is not wholly owned by
the Company and/or its wholly owned Subsidiaries and where the aggregate
investment of the Company and its Subsidiaries in such non-wholly owned
Subsidiary does not exceed $1,500,000 (such non-wholly owned Subsidiary being
referred to herein as an "Exempted Subsidiary") shall not be required to comply
with the terms of clause

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<PAGE>


(ii) of this Section 413. Reference to "Subsidiaries" in this Indenture shall
not be applicable until any such Subsidiaries are formed.

Section 414. Inspection.

     The Company will permit and will cause each of its Subsidiaries to permit
the Trustee or its authorized representatives to visit and inspect properties of
the Company or any of its Subsidiaries, including its and their financial and
accounting records, and to make copies and take extracts therefrom, and to
discuss its and their affairs, finances and accounts with its and their officers
and independent public accountants, all upon reasonable notice to the Company
and at such reasonable times during normal business hours and as often as may be
reasonably requested. The Trustee agrees that it shall schedule any meeting with
any such independent public accountant through the Company and an Authorized
Officer of the Company shall have the right to be present at any such meeting.

Section 415. Maintenance of Properties and Insurance.

     The Company will, and will cause its Subsidiaries to maintain, preserve and
protect at all times all property material to the conduct of its businesses and
keep such property in good repair, working order and condition (reasonable wear
and tear excepted) and from time to time make, or cause to be made, all needful
and proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted in all material respects at all times. The Company will
provide or cause to be provided, for itself and the Subsidiaries, insurance
against loss or damage of the kinds customarily insured against by entities
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America or an agency or
instrumentality thereof, in such amounts with such deductibles and by such
methods as shall be customary for entities similarly situated in the industry.

Section 416. Transactions with Affiliates.

     The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company, on
terms that are less favorable to the Company or that Subsidiary, as the case may
be, than those which might be obtained at the time from Persons who are not such
an Affiliate; provided that, any transaction with such an Affiliate having an
aggregate value equal to or greater than $500,000 shall require the approval of
a majority of the Company's independent directors, and provided further, that
the foregoing restriction shall not apply to any transaction between the Company
and any of its wholly-owned Subsidiaries or between any of the Company's
wholly-owned Subsidiaries.

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<PAGE>



Section 417. Dissolution of Certain Subsidiaries.

     The Company shall cause (i) each Inactive Subsidiary to dissolve no later
than June 30, 1997 and (ii) #1 Apparel Canada Inc. to transfer all of its assets
and liabilities to Sport Maska Inc. and dissolve no later than June 30, 1997 (in
each case providing the Trustee with satisfactory evidence of such dissolution
or transfer, as applicable); and cause each Inactive Subsidiary and #1 Apparel
Canada Inc. after it has transferred its assets and liabilities to engage in no
activities (including, without limitation, incurring of Liens or Indebtedness,
acquiring assets or making investments) other than those reasonably required to
complete dissolution. The Company shall cause each of the Inactive Subsidiaries
to have no material assets or liabilities.

Section 418. Waiver of Stay, Extension or Usury Laws.

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

Section 419. Limitation on Investments, Loans and Advances.

     The Company will not, nor will it permit any Subsidiary to, make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of, or make any other
investment in, any Person, except for (i) investments in Cash Equivalents, (ii)
investments in the stock of any Subsidiary and in CCM Holdings (1983) Inc.
existing on the Closing Date, but not any additional investments therein except
for the issuance of shares by Sport Maska Inc. to the Company in connection with
the dissolution of #1 Apparel Canada Inc. as required under Section 417 hereof;
(iii) intercompany loans and advances between the Company and wholly-owned
Subsidiaries which are Guarantors (other than SLM Trademark Acquisition Canada
Corporation); (iv) investments existing on the Closing Date and renewals,
replacements and extensions thereof; (v) investments in non-cash consideration
received in connection with a permitted Asset Sale (subject to the granting of a
Lien as required hereby or by the Collateral Documents); (vi) investments
arising from transactions by the Company or any of its Subsidiaries with
customers or suppliers in the ordinary course of business, including, without
limitation, endorsements of negotiable instruments and debt obligations and
other investments received in connection with the bankruptcy or reorganization
of customers and suppliers or in settlement of delinquent obligations of, or
other disputes with, customers or suppliers, arising in the ordinary course of
business (subject to the granting of a Lien

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<PAGE>


as required hereby or by the Collateral Documents); (vii) loans or advances (x)
to employees (1) to cover payroll, travel and similar expenses arising in the
ordinary course or (2) allow such employees to exercise options in the stock of
the Parent, so long as the aggregate amount of such loans and advances does not
exceed $250,000 at any one time outstanding and (y) to representatives acting
as agent for the Company or its Subsidiaries in the ordinary course of business,
so long as the aggregate amount of such loans and advances does not exceed
$500,000 at any one time outstanding; (viii) capital expenditures and, without
duplication hereof, other purchases permitted under the Credit Agreement; (ix)
Indebtedness permitted by Section 406; (x) transactions permitted pursuant to
Section 421; and (xi) other investments in addition to those permitted by (i)
through (x) above not to exceed $3,500,000 in the aggregate at any time,
provided that the Company shall be in compliance with the terms of Section 422
and other provisions of this Indenture after taking into account such
investment.

Section 420. Additional Pledge. No later than June 30, 1997, the Company shall
cause Sport Maska Inc. to pledge all of the stock of Sport Maska Europe S.A.R.L.
to the Trustee for the ratable benefit of the Holders by agreeements
satisfactory to the Trustee, which pledge shall be subject to the Intercreditor
Agreement.

Section 421. Companies May Consolidate, etc., Only on Certain Terms.

     The Company will not and will not permit any of its Subsidiaries to,
consolidate with or merge with or into (other than any consolidation or merger
of a Subsidiary into another Subsidiary or into the Company) any other
corporation or convey or transfer all or substantially all of its properties and
assets, directly or indirectly in one transaction or a series of related
transactions, to any Person, unless:

          (a) the corporation formed by such consolidation or into which the
     Company or any of its Subsidiaries is merged (if the Company or such
     Subsidiary is not the surviving entity) or the Person which acquires by
     conveyance or transfer all or substantially all of the properties and
     assets of the Company or such Subsidiary (i) shall be a corporation
     organized and existing under the laws of the United States of America or
     any State or the District of Columbia or Canada or any province of Canada;
     (ii) shall expressly assume by execution of an indenture supplemental
     hereto and execution of all applicable Collateral Documents, delivered to
     the Trustee, in form and substance reasonably satisfactory to the Trustee,
     (1) in the case of the Company, the due and punctual payment of the
     principal of and interest on the Securities and the performance of every
     covenant and obligation of this Indenture to be performed or observed by
     the Company, (2) in the case of such Subsidiary, the performance of every
     covenant and obligation under the guaranty provided in Article Ten hereof
     and (3) in the case of the Company or any such Subsidiary, the performance
     of every covenant and obligation under all applicable Collateral Documents;
     and (iii) if such corporation or Person is a holding company with a
     significant portion of its operations conducted and assets held by one or
     more subsidiaries, shall cause such subsidiaries to execute a counterpart
     hereto and to be bound by the Guaranty herein;

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<PAGE>


     (b) immediately before and immediately after giving effect to such
transaction, no Event of Default, and no Potential Event of Default, shall have
happened and be continuing;

     (c) immediately after giving effect to such transaction, the corporation
formed by such consolidation or into which the Company or such Subsidiary is
merged or the Person which acquired by conveyance or transfer all or
substantially all of the properties and assets of the Company or such Subsidiary
shall have a Consolidated Net Worth of not less than the Consolidated Net Worth
of the Company or such Subsidiary immediately preceding such transaction;

     (d) the Company shall have complied with the provisions of Section 425, to
the extent applicable; and

     (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel stating that such consolidation, merger,
conveyance or transfer and such supplemental indenture complies with this
Indenture and that all conditions precedent herein relating to such transaction
have been complied with.

     Upon any consolidation or merger, or any sale or transfer of all or
substantially all of the assets, of the Company in accordance with this Section
421, the successor Person formed by such consolidation or into which the Company
is merged or to which such sale or transfer is made shall succeed to, and be
substituted for, 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. When a successor assumes all the obligations of its
predecessor under this Indenture, the Securities and the Collateral Documents to
which the predecessor is a party, the predecessor will be released from the
obligations thereunder.

Section 422. Conduct of Business.

     The Company will not, and will not permit any of its Subsidiaries to,
engage in any business other than the business engaged in by the Company and its
Subsidiaries on the Closing Date and similar, complementary or related
businesses and any other businesses which in the aggregate are not material to
the Company and its Subsidiaries taken as a whole.

Section 423. Offers to Redeem Upon the Sale of Assets or Sale of Equity.

     (a) The Company will not, and will not permit any of its Subsidiaries to
enter into any Asset Sale unless (i) the Net Cash Proceeds of Asset Sale are
equal to or greater than $0, (ii) any promissory note or other instrument
evidencing indebtedness for borrowed money delivered to the Company and/or its
Subsidiaries in connection with such Asset Sale shall be pledged to the Trustee
pursuant to the Collateral Documents (subject to the terms of the Intercreditor
Agreement), and (iii) the Company shall deliver an Officers' Certificate to the
Trustee demonstrating the date of receipt of the Net Cash Proceeds of Asset Sale
and the derivation of the Net Cash Proceeds of Asset Sale.

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<PAGE>


     Within one hundred and eighty (180) days after the receipt of Net Cash
Proceeds of Asset Sale or Net Insurance Proceeds, the Company or its Subsidiary,
as applicable, shall either:

          (i) have purchased or contracted for the purchase of replacement
     assets for the assets subject to such Asset Sale or Net Insurance Proceeds,
     as the case may be, provided, that the Company or its Subsidiary shall not
     purchase any replacement assets pursuant to this subparagraph (i) of this
     Section 423 unless, (x) at the time of such purchase, and after taking such
     purchase into account, no Potential Event of Default or Event of Default
     shall have occurred and be continuing and (y) the proceeds from the sale or
     damage, as the case may be, of long term assets (classified in accordance
     with GAAP) are used only to purchase long term assets (classified in
     accordance with GAAP), or

          (ii) if the Company or its Subsidiary, as applicable, has not
     purchased or contracted for the purchase of replacement assets as provided
     in subparagraph (i) above, or to the extent Net Cash Proceeds of Asset Sale
     or Net Insurance Proceeds, as the case may be, exceed such purchase price,
     use such Proceeds (or excess Proceeds) as follows:

               (x) first, the Company shall be entitled to retain the Net Cash
          Proceeds of Asset Sale or Net Insurance Proceeds, as the case may be,
          to the extent that such Proceeds when aggregated with all other Net
          Cash Proceeds of Asset Sale and Net Insurance Proceeds received in the
          applicable fiscal year by the Company or any Subsidiary and not used
          in accordance with subparagraph (i) above or (ii) (y) or (z) below, do
          not exceed $350,000;

               (y) second, to the extent the Credit Facility Indebtedness is
          secured pursuant to the Credit Agreement, the Canadian Credit
          Agreement or any related agreement by the assets that were sold,
          leased, assigned or otherwise transferred or damaged, as the case may
          be, unless waived in accordance with the terms thereof, the Company
          may (1) repay and/or deposit in a cash collateral account to be
          applied solely toward the repayment of, the Credit Facility
          Indebtedness, and (2) permanently reduce the commitments under the
          Credit Agreement or the Canadian Credit Agreement by the amount of
          such Net Cash Proceeds of Asset Sale or Net Insurance Proceeds applied
          to repay the Credit Facility Indebtedness pursuant to clause (1)
          above; and then

               (z) third, the Company shall deposit with the Trustee, to be held
          by the Trustee, for the benefit of the Holders, pending either a
          mandatory or voluntary offer to redeem Securities as hereinafter
          provided.

     Pending the use of Net Proceeds of Asset Sale or Net Insurance Proceeds as
provided in subparagraph (i) above, and subject to the provisions of
subparagraph (ii)(x) above, the Company shall, to the extent such Net Proceeds
of Asset Sale or Net Insurance Proceeds, as the case may be, are not immediately
used in accordance with subparagraph (ii)(y) above, deliver

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                                       41
<PAGE>


such Proceeds to the Trustee to be deposited in a segregated interest bearing
account. Upon written request of the Company and delivery of an Officer's
Certificate (as set forth below), the Trustee shall remit to the Company the Net
Proceeds of Asset Sale or Net Insurance Proceeds, as the case may be, set forth
in the Officer's Certificate to be used for purposes set forth in clauses (i) or
(ii)(y) of this Section 423(a). Upon the expiration of one hundred and eighty
(180) days from the delivery of such Proceeds to the Trustee, such Proceeds then
on deposit shall constitute Available Redemption Proceeds and shall be held
thereafter by the Trustee in accordance with provisions of this Section 423.

     Concurrent with the consummation of any Asset Sale or the receipt of any
Net Insurance Proceeds and the application of the Net Cash Proceeds of Asset
Sale or Net Insurance Proceeds, as the case may be, pursuant to subparagraphs
(i) or (ii) above, the Company shall deliver to the Trustee an Officers'
Certificate describing in reasonable detail the gross proceeds received, the
calculation and amount of Net Cash Proceeds of Asset Sale or the Net Insurance
Proceeds, as the case may be, and the application and amount of such Proceeds
pursuant to this Section 423.

     (b) Upon the sale by the Company of any equity securities issued by the
Company, other than sales in connection with the exercise of options for the
purchase of the Company's stock or from the resale to optionees of shares
previously purchased as permitted pursuant to Section 407 either (i) for options
to directors, officers and employees outstanding on the date hereof (including,
without limitation, those outstanding under present employment arrangements with
Mr. Wasserman) or (ii) for options granted hereafter, so long as the aggregate
Net Cash Proceeds received does not exceed $200,000 in any fiscal year of the
Company (a "Stock Sale"), the Company shall:

          (x) first, apply all of the cash proceeds from such sale, net of all
     costs of sale and issuance incurred by the Company ("Stock Sale Proceeds")
     to the repayment of the Credit Facility Indebtedness and the permanent
     reduction of the commitments under the Credit Agreement or the Canadian
     Credit Agreement by the amount of the Stock Sale Proceeds applied to the
     repayment of the Credit Facility Indebtedness, unless waived in accordance
     with the terms thereof, and

          (y) second, deposit such Stock Sale Proceeds with the Trustee, to be
     held by the Trustee, for the benefit of the Holders, pending either a
     mandatory or voluntary offer to redeem Securities as hereinafter provided.

     (c) The Company may offer to redeem Securities at any time the Trustee is
in possession of Available Redemption Proceeds. At any time the Trustee shall be
in possession of Available Redemption Proceeds of $500,000 or more, the Trustee
shall notify the Company in writing, and the Company shall commence an offer to
redeem Securities within ten (10) Business Days. Any offer to redeem Securities
pursuant to this Section 423 shall constitute an "Asset/Stock Sale Redemption."
Any Asset/Stock Sale Redemption commenced shall provide that all Available

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                                       42
<PAGE>


Redemption Proceeds then in the possession of the Trustee shall be available for
the redemption of Securities.

     Unless the Company shall have theretofore called all the outstanding
Securities for redemption pursuant to Section 425 or 901, notice of an offer in
connection with an Asset/Stock Sale Redemption shall be given by the Company by
first class mail, postage prepaid, mailed not less than thirty-five (35) days
before the Asset/Stock Sale Redemption Date to each Holder of a Security (with a
copy to the Trustee) at his address as it appears on the Security Register on
the date of such notice, but failure to give such notice by mailing in the
manner herein provided to the Holder, or any defect in the notice to any Holder,
shall not affect the validity of the proceedings for the redemption of any other
Securities. Notwithstanding the foregoing, notice of such offer to redeem shall
be given by the Trustee at the Company's request in the name and at the expense
of the Company; provided, that the Trustee receives such request no less than
forty (40) days before the Asset/Stock Sale Redemption Date. The Asset/Stock
Sale Redemption Date with respect to any Asset/Stock Sale Redemption shall be
the sixty-fifth (65th) days after the date on which the Company determines to,
or is required to, commence an Asset/Stock Sale Redemption.

     All such notices shall state:

          (i) the Asset/Stock Sale Redemption Date;

          (ii) the amount of Available Redemption Proceeds;

          (iii) that the redemption price will be one hundred percent (100%) of
     the principal amount of the Securities redeemed, plus accrued and unpaid
     interest thereon to the Asset/Stock Sale Redemption Date;

          (iv) that on the Asset/Stock Sale Redemption Date (to the extent the
     Holder has elected to have his or her Securities redeemed) the redemption
     price will become due and payable upon the Securities to be redeemed, and
     that interest thereon shall cease to accrue on and after such date;

          (v) that the Securities shall be surrendered at the principal office
     of the Trustee for payment of the redemption price;

          (vi) that a Holder electing to accept the offer and require redemption
     of its Securities will be required to deliver the Securities, with the form
     entitled "Notice of Holder to Elect Redemption" on the reverse of the
     Securities properly completed ("Notice of Election"), not later than the
     tenth (10th) day prior to the Asset/Stock Sale Redemption Date; and

          (vii) in the case of an Asset/Stock Sale Redemption, that such Notice
     of Election shall be irrevocable absent the written consent of the Company.

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<PAGE>


     No failure of the Company to give the foregoing notice shall limit any
Holder's right to accept the offer and require the redemption of Securities
pursuant to an Asset/Stock Sale Redemption.

     A Holder electing to accept the offer and require redemption of its
Securities shall make such election by delivering the Securities, with the
Notices of Election properly completed, to the Corporate Trust Office of the
Trustee not later than the tenth (10th) day prior to the Asset/Stock Sale
Redemption Date. Such Notice of Election shall be irrevocable absent the written
consent of the Company.

     If the Available Redemption Proceeds are insufficient to redeem all of the
Securities with respect to which properly completed and validly executed Notices
of Election shall have been delivered, the Trustee or its agent shall select by
lot or any other appropriate and fair method, the Securities to be redeemed as a
whole or in part and the Trustee or its agent shall promptly return all
Securities delivered but not selected for redemption to the registered holder
thereof.

     If the principal amount of the Securities delivered, together with properly
completed and validly executed Notices of Election, is less than the Available
Redemption Proceeds, the Company shall be required to redeem only such
Securities so delivered and the Trustee shall be entitled to deliver to the
Company the remaining amount of Available Redemption Proceeds.

     To the extent redemption of the Securities is required under this Section
423, all Available Redemption Proceeds on the Asset Sale Redemption Date shall
be applied by the Trustee to pay one hundred percent (100%) of the principal
amount of, and accrued interest on, the Securities to be redeemed; provided,
that any semi-annual payment of interest becoming due on the Asset Sale
Redemption Date shall be payable to the holder of such Securities registered as
such on the Regular Record Date.

     The Securities with respect to which Holders shall have elected to accept
the offer and require redemption and which have been selected to be redeemed, as
provided above, shall, on the Asset/Stock Sale Redemption Date, become due and
payable at the redemption price set forth above, and from and after such date
such Securities shall cease to bear interest. Upon surrender of any Security for
redemption in accordance with any Notice of Election and acceptance of such
Security for redemption, as provided above, such Security shall be redeemed by
the Company at the Redemption Price set forth in this Section 423.

Section 424. Reserved.

Section 425. Mandatory Redemption Upon Change of Control. Upon the occurrence of
any Change of Control, each Holder shall have the right, at the Holder's option,
to require the Company to redeem all or any portion of such Holder's Securities
at a redemption price equal to one hundred percent (100%) of the principal
amount thereof, together with accrued and unpaid interest thereon to the Change
of Control Redemption Date. The "Change of Control Redemption

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<PAGE>


Date" shall be the sixty-fifth (65th) day after the date on which a Change of
Control shall have occurred.

     Unless the Company shall have therefore called all the outstanding
Securities for redemption pursuant to Section 423 or 901, notice of the
occurrence of a Change of Control shall be given by the Company by first class
mail, postage prepaid, mailed not more than thirty-five (35) days after the
occurrence of such Change of Control, to each Holder (with a copy to the
Trustee) at his address as it appears on the Security Register on the date of
such notice, but failure to give such notice by mailing in the manner herein
provided to the Holder, or any defect in the notice to any Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities. Notwithstanding the foregoing, notice of a Change of Control shall
be given by the Trustee at the Company's request in the name and at the expense
of the Company; provided, that the Trustee receives such request no less than
forty (40) days before the Change of Control Redemption Date.

     All such notices shall state:

          (i) the events constituting the Change of Control;

          (ii) the Change of Control Redemption Date;

          (iii) that the redemption price will be one hundred percent (100%) of
     the principal amount of the Securities redeemed, plus accrued and unpaid
     interest thereon to the Change of Control Redemption Date;

          (iv) that on the Change of Control Redemption Date to the extent the
     Holder has elected to have his or her Securities redeemed the redemption
     price will become due and payable upon the Securities to be redeemed, and
     that interest thereon shall cease to accrue on and after such date;

          (v) that the Securities shall be surrendered at the principal office
     of the Trustee for payment of the redemption price;

          (vi) that a Holder electing to accept the offer and require redemption
     of its Securities will be required to deliver the Securities, with a
     properly completed Notice of Election, not later than the tenth (10th) day
     prior to the Change of Control Redemption Date; and

          (vii) that such Notice of Election shall be irrevocable absent the
     written consent of the Company.

     No failure of the Company to give the foregoing notice shall limit any
Holder's right to accept the offer and require the redemption of Securities
pursuant to this Section 425.

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                                       45
<PAGE>


     A Holder electing to require redemption of its Securities shall make such
election by delivering the Securities, with the Notices of Election properly
completed, to the Corporate Trust Office of the Trustee not later than the tenth
(10th) day prior to the Change of Control Redemption Date. Such Notice of
Election shall be irrevocable absent the written consent of the Company.

     On or before 12:00 noon, Eastern time, on the Business Day immediately
preceding the Change of Control Redemption Date, the Company shall deposit with
the Trustee or Paying Agent an amount of money, in same day available funds,
sufficient to pay one hundred percent (100%) of the principal amount of, and
accrued interest on, all of the Securities with respect to which properly
completed Notices of Election shall have been delivered; provided, that any
semi-annual payment of interest becoming due on the Change of Control Redemption
Date shall be payable to the holder of such Securities registered as such on the
Regular Record Date.

     The Securities with respect to which Holders shall have elected to require
redemption, shall, on the Change of Control Redemption Date, become due and
payable at the redemption price set forth above, and from and after such date
(unless the Company shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest. Upon surrender of any Security for
redemption in accordance with any Notice of Election such Security shall be
redeemed by the Company at the Redemption Price set forth in this Section 425.

     If any Security to be redeemed shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid, bear interest from the Change
of Control Redemption Date at the rate borne by the Security (including, if
applicable, any increase under Section 503 or 515).

                                  ARTICLE FIVE

                              DEFAULTS AND REMEDIES

Section 501. Events of Default.

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

          (a) default in the payment of (i) any interest on any Security when it
     becomes due and payable, and continuance of such default for a period of
     three days or (ii) the principal of any Security at its Maturity; provided,
     however, a default in the payment of interest with respect to a Security
     relating to a payment permitted to be made by issuance of Secondary
     Securities in accordance with Section 307 shall constitute an Event of
     Default for purposes of this Indenture to the extent that such default
     arises from failure to issue

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                                       46
<PAGE>


     such Secondary Securities in the amount, at the time and in the manner
     required by Sections 307(a) and (f); or

          (b) default in the performance, or breach, of any covenant,
     representation, warranty, obligation or agreement of the Company or any
     Guarantor in this Indenture (other than a covenant, a default in the
     performance of which or breach of which is specifically dealt with
     elsewhere in this Section and except for a default or breach under Sections
     406, 407, 421, 423 or 425) or any Collateral Documents and such default in
     performance, or breach, shall continue for a period of (or, in the case of
     a breach of a representation or warranty, the statement underlying such
     breach shall remain untrue after a period of) thirty (30) days from the
     earlier of (i) actual knowledge thereof by an Authorized Officer of the
     Company or of a Guarantor, and (ii) written notice, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by at least the Requisite Holders, specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

          (c) default in the performance, or breach, of any covenant, obligation
     or agreement of the Company in Sections 406, 407, 421, 423 or 425 of this
     Indenture; or

          (d) (i) failure of the Company or any of its Subsidiaries to pay when
     due or any default in the payment of any principal or interest on any other
     Indebtedness in the outstanding principal amount of $250,000 or more beyond
     any period of grace provided; or (ii) breach or default with respect to any
     other Indebtedness the outstanding principal amount of which is $250,000 or
     more or of any loan agreement, mortgage, indenture or other material
     agreement relating thereto, if the effect of such default or breach is to
     cause, or to permit the holder or holders of that Indebtedness (or a
     trustee on behalf of such holder or holders) to cause, that Indebtedness to
     become or be declared due prior to its stated maturity (upon the giving or
     receiving of notice, lapse of time, both, or otherwise); or

          (e) (i) a court shall enter a decree or order for relief in respect of
     the Company or any of its Subsidiaries in an involuntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, which decree or order is not stayed or any other similar relief
     shall be granted under any applicable federal or state law; or (ii) an
     involuntary case is instituted against the Company or any of its
     Subsidiaries under any applicable bankruptcy, insolvency or other similar
     law now or hereafter in effect, or a decree or order of a court for the
     appointment of a receiver, liquidator, sequestrator, trustee, custodian or
     other officer having similar powers over the Company or any of its
     Subsidiaries, or over all or a substantial part of any of their property,
     shall have been entered; or the involuntary appointment of an interim
     receiver, trustee or other custodian of the Company or any of its
     Subsidiaries for all or a substantial part of any of their property; or the
     issuance of a warrant of attachment, execution or similar process against
     any substantial part of the property of the Company or any of its
     Subsidiaries and

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                                       47


<PAGE>



     the continuance of any such events in this clause (ii) for thirty (30) days
     unless dismissed, stayed, bonded or discharged; or

          (f) the Company or any of its Subsidiaries shall have an order for
     relief entered with respect to it or commence a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, or shall consent to the entry of an order for relief in an
     involuntary case, or to the conversion to an involuntary case, under any
     such law, or shall consent to the appointment of or taking possession by a
     receiver, trustee or other custodian for all or a substantial part of its
     property; the making by the Company or any of its Subsidiaries of any
     assignment for the benefit of creditors; or the inability or failure of the
     Company or any of its Subsidiaries or the admission by the Company or any
     of its Subsidiaries in writing of its inability to pay its debts as such
     debts become due; or the board of directors or other governing body of the
     Company or any of its Subsidiaries (or any committee thereof) adopts any
     resolution or otherwise authorizes action to approve any of the foregoing;
     or

          (g) any money judgement, writ or warrant of attachment, or similar
     process involving in any case an amount in excess of $250,000 not
     adequately covered by insurance shall be entered or filed against the
     Company or any of its Subsidiaries or any of their respective assets and
     shall remain undischarged, unvacated, unbonded or unstayed for a period of
     thirty (30) consecutive days or in any event later than five (5) days prior
     to the date of any proposed sale thereunder; or

          (h) any order, judgment or decree shall be entered against the Company
     or any of its Subsidiaries, decreeing the dissolution or split up of the
     Company or that Subsidiary and such order shall remain undischarged or
     unstayed for a period in excess of thirty (30) consecutive days; or

          (i) a Reportable Event shall have occurred with respect to a Pension
     Plan, (ii) the filing by the Company or Subsidiary thereof, any ERISA
     Affiliate, or an administrator of any Plan of a notice of intent to
     terminate such a Plan in a "distress termination" under the provisions of
     Section 4041 of ERISA, (iii) the receipt of notice by the Company or
     Subsidiary thereof, any ERISA Affiliate, or an administrator of a Plan that
     the PBGC has instituted proceedings to terminate (or appoint a trustee to
     administer) such a Pension Plan, (iv) any other event or condition exists
     which might, in the opinion of the Trustee, constitute grounds under the
     provisions of Section 4042 of ERISA for the termination of (or the
     appointment of a trustee to administer) any Pension Plan by the PBGC, (v) a
     Pension Plan shall fail to maintain the minimum funding standard required
     by Section 412 of the Code for any plan year or a waiver of such standard
     is sought or granted under the provisions of Section 412(d) of the Code,
     (vi) the Company or a Subsidiary thereof or any ERISA Affiliate has
     incurred, or is likely to incur, a liability under the provisions of
     Section 4062, 4063, 4064 or 4201 of ERISA, (vii) the Company or a
     Subsidiary thereof or any ERISA Affiliate fails to pay the full amount of
     an installment required under Section 412(m) of the Code, (viii) the
     occurrence of any other event or condition with

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                                       48
<PAGE>


     respect to any Plan which would constitute an event of default under any
     other agreement entered into by the Company or a Subsidiary thereof or any
     ERISA Affiliate, and in each case in clauses (i) through (viii) of this
     subsection (i), such event or condition, together with all other such
     events or conditions, if any, could subject the Company or a Subsidiary
     thereof or any ERISA Affiliate to any taxes, penalties or other liabilities
     which, in the reasonable opinion of the Trustee, would have a Material
     Adverse Effect; or

          (j) the Company or a Subsidiary thereof or any ERISA Affiliate (x)
     shall have been notified by the sponsor of a Multiemployer Plan that it has
     incurred any withdrawal liability to such Multiemployer Plan, (y) does not
     have reasonable grounds for contesting such withdrawal liability and is not
     in fact contesting such withdrawal liability in a timely and appropriate
     manner, and (z) the payment of such withdrawal liability would, in the
     reasonable opinion of the Trustee, have a Material Adverse Effect; or (ii)
     with respect to any Canadian Pension Plan there shall occur (A) the
     institution of any steps by the Company or a Subsidiary thereof or any
     other person to terminate such Canadian Pension Plan if, as a result of
     such termination, the Company or a Subsidiary member could be required to
     make a contribution to such Canadian Pension Plan, or could reasonably
     expect to incur a liability or obligation to such Canadian Pension Plan
     which, in the reasonable opinion of the Trustee, would have a Material
     Adverse Effect; or (B) a material contribution failure occurs with respect
     to any such Canadian Pension Plan sufficient to give rise to a Lien on any
     material portion of the property of the Company or a Subsidiary member and
     such failure is not remedied within 30 days of its occurrence; or

          (k) this Indenture and the Securities shall be revoked by the Company
     or shall cease to be in full force and effect or the rights or security
     afforded the Trustee, for the benefit of the Holders, in the Collateral is
     thereby in any material respect impaired for any reason; or the Company
     shall contest in any manner that this Indenture, the Securities or the
     Collateral Documents constitute valid and enforceable agreements or the
     Company shall assert in any manner that it has no further obligation or
     liability under such documents; or

          (l) any Guaranty shall for any reason cease to be or be revoked or
     cease to be in full force and effect and enforceable in accordance with its
     terms or any rights or security afforded the Trustee, for the benefit of
     the Holders, by any Guarantor is in any material respect impaired for any
     reason or any Guarantor shall contest in any manner that any Collateral
     Document to which it is a party is a valid and enforceable agreement of
     such Guarantor, or any Guarantor shall assert in any manner that it has no
     further obligation or liability under its Guaranty or the Collateral
     Documents to which it is a party.

Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default occurs and is continuing, then and in every such
case, the Trustee or the Requisite Holders may, and the Trustee, upon the
request of the Requisite Holders,

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<PAGE>


shall, declare the unpaid principal of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Requisite Holders) and upon any such declaration such principal, together
with interest accrued thereon, shall become due and payable; provided that if an
Event of Default specified in subsections 501(e) or (f) occurs, then such
principal, together with interest accrued thereon, shall become immediately due
and payable without any such declaration or notice or any other action and
references in this Indenture to "declaration of acceleration" shall include such
automatic acceleration.

     At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Requisite Holders, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

          (a) the Company has paid or irrevocably deposited with the Trustee a
     sum sufficient to pay:

          (i) all overdue interest on all Securities (or issued Secondary
     Securities with respect thereto if theretofore permitted by this Indenture
     but not yet issued),

          (ii) the principal of any Securities which has become due otherwise
     than by such declaration of acceleration, together with interest thereon
     (without duplication of amounts paid under clause (i) above) from the date
     of default at the rate stipulated by Sections 503 and 515,

          (iii) to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate stipulated by Sections 503 and 515, and

          (iv) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

          and

          (b) all Events of Default (other than the nonpayment of interest on or
     principal of Securities which have become due solely by such declaration of
     acceleration), have been cured or waived as provided in Section 513.

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

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<PAGE>


Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if

          (a) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of three days, or

          (b) default is made in the payment of the principal of any Security at
     the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, in cash, the whole amount then due
and payable on such Securities for principal and interest, with interest upon
the overdue principal and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest, at the rate then
borne by the Securities plus 2.0% per annum; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee and Requisite Holders, and their respective agents and
counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute
Proceedings for the collection of the sums so due and unpaid and may prosecute
such Proceedings to judgment or final decree, and may enforce the same against
the Company, any Guarantor or any other obligor upon the Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company, any Guarantor or any other obligor upon the
Securities, wherever situated, and the Company shall reimburse and indemnify the
Trustee for any expenses incurred in connection with such Proceedings as
provided in Section 607.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate Proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or any Collateral Document or in aid
of the exercise of any power granted herein or in any Collateral Document, or to
enforce any other proper remedy or legal or equitable right vested in the
Trustee by this Indenture or by law.

Section 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
Proceeding relative to the Company, a Guarantor or any other obligor upon the
Securities or the property of the Company, of such Guarantor or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration

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                                       51
<PAGE>


or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of principal and
     interest owing and unpaid in respect of the Securities (including any
     interest which, to the extent permitted by law, may accrue subsequent to
     the commencement of such Proceeding) and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such Proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     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 Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     In any Proceedings brought by the Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such Proceedings.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any Proceeding relating thereto, and any
such Proceeding instituted by the Trustee shall be brought in its own name and
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be applied as
set forth in Section 506.

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Section 506. Application of Money Collected.

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

            FIRST: To the payment of all taxes, assessments or liens with
      respect to the Collateral that are prior to the lien of this Indenture,
      except those taxes, assessments or liens as to which any sale of the
      Collateral shall have been subject, and to the payment of all costs and
      expenses of sale of or other realization upon the Collateral pursuant to
      the provisions of this Article, and all expenses, liabilities and advances
      incurred or made by the Trustee, or its agents, attorneys and counsel in
      connection with the sale or other realization upon the Collateral or
      otherwise due to the Trustee pursuant to Section 607;

            SECOND: To the payment of amounts then due and unpaid on the
      Outstanding Securities for interest, pro rata, without preference or
      priority of any kind, according to the amounts due and payable on such
      Securities with respect to interest;

            THIRD: To the payment of principal of the Outstanding Securities,
      pro rata, without preference or priority of any kind, according to the
      amounts due and payable on the Securities with respect to principal;

            FOURTH: The balance, if any, to the Person or Persons entitled
      thereto.

Section 507. Limitation on Suits.

     No Holder of any Securities shall have any right to institute any
Proceeding with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

          (a) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (b) Requisite Holders shall have made written request to the Trustee
     to institute Proceedings in respect of such Event of Default in its own
     name as Trustee hereunder;

          (c) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (d) the Trustee for thirty (30) days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such Proceeding;
     and

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          (e) no direction inconsistent with such written request has been given
     to the Trustee during such thirty (30) day period by Requisite Holders;

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

     In the event the Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Securities, each
representing less than Requisite Holders, the Trustee in its sole discretion may
determine what action, if any, shall be taken. In such event, the Trustee shall
give written notice of such conflicting or inconsistent requests to the Holders.

Section 508. Unconditional Right of Holders to Receive Principal and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right on the terms stated herein, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Security on the respective Stated Maturities, subject to the grace periods
provided in Section 501(a), expressed in such Security and this Indenture (or,
in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Guarantors, the
Trustee and the Holders shall, subject to any determination in such Proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such Proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

     Except as provided in Section 305, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

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Section 511. Delay or Omission Not Waiver.

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

Section 512. Control by Holders.

     Requisite Holders shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee (including directing the
Trustee to engage counsel of such Holders' choice at the direction of such
Holders), provided that

          (a) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (b) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

     Prior to the time a judgment or decree for payment of the money due has
been obtained by the Trustee as provided in this Article, Requisite Holders may,
on behalf of the Holders of all the Securities, waive any past Event of Default
hereunder and its consequences, except an Event of Default

          (a) in the payment of the principal of or interest on any Security,
     excluding principal or interest which has become due as a result of
     acceleration, or

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

     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 and the Company, the Guarantors, the Trustee and the Holders
shall be restored to their former positions and rights hereunder; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

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Section 514. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by its
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or any Collateral Document, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% of the Aggregate Outstanding
Amount of Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or interest on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after any Redemption Date).

Section 515. Remedies.

          (a) If an Event of Default shall have occurred and be continuing, and
     the Securities have been declared due and payable and such declaration and
     its consequences have not been rescinded and annulled, the Trustee may do
     one or more of the following:

          (i) institute Proceedings for the collection of all amounts then
     payable on the Securities or under this Indenture, whether by declaration
     or otherwise, enforce any judgment obtained, and collect from the Company
     or any Guarantor monies adjudged due;

          (ii) institute Proceedings from time to time for the complete or
     partial foreclosure of the Lien of this Indenture with respect to the
     Collateral; or

          (iii) exercise any remedies of a secured party under the UCC and,
     subject to the UCC, this Indenture and the Collateral Documents, take any
     other appropriate action to protect and enforce the rights and remedies of
     the Trustee or the Holders of the Securities hereunder.

          (b) If an Event of Default as described in Section 501(b) or (c)
     hereof shall have occurred and be continuing, the Trustee may, and at the
     request of the Requisite Holders shall, institute a Proceeding solely to
     compel performance of the covenant or agreement or to cure the
     representation or warranty, the breach of which gave rise to the Event of
     Default under such Section; the Trustee may enforce any equitable decree or
     order arising from such Proceeding.

          (c) Upon the occurrence and during the continuance of an Event of
     Default, the interest rate payable with respect to the outstanding
     principal amount of the Securities (including Secondary Securities), and
     (to the extent lawful) interest payments thereon not paid when due,

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<PAGE>


shall be increased to a rate which is 2.0% per annum in excess of the rate of
interest otherwise payable with respect to such Securities, which increment
shall be paid solely in cash.

Section 516. Action on Securities.

     The Trustee's right to seek and recover judgment on the Securities or under
this Indenture shall not be affected by the seeking or obtaining of or
application for any other relief under or with respect to this Indenture or any
Collateral Documents. Neither the Lien under the Collateral Documents nor any
rights or remedies of the Trustee or the Holders shall be impaired by the
recovery of any judgment by the Trustee against the Company or any Guarantor or
by the levy of any execution under such judgment upon any portion of the
Collateral or upon any of the assets of the Company or any Guarantor.

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

     The Trustee, for itself and its successors, hereby accepts the trusts
created by this Indenture upon the terms and conditions set forth herein,
including the terms and conditions set forth in this Section 601.

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

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

          (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; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture (but need not confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein).

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

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     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (i) this subsection (c) shall not be construed to limit the effect of
     subsection (a) of this Section;

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

          (iii) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Requisite Holders relating to the time, method and place of
     conducting any Proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee under this
     Indenture and the Trustee shall act in accordance with the instructions of
     the Requisite Holders; and

          (iv) no provision of this Indenture or any document or agreement
     referred to herein shall require the Trustee to expend or risk its own
     funds or otherwise incur any financial liability in the performance of any
     of its duties hereunder, or in the exercise of any of its rights or powers,
     if it shall have reasonable grounds for believing that repayment of such
     funds or adequate indemnity against such risk or liability is not
     reasonably assured to it.

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

Section 602. Notice of Defaults.

     Within ninety (90) days after the occurrence of any Potential Event of
Default or Event of Default hereunder, the Trustee shall transmit by first-class
mail, postage prepaid, to all Holders as their names and addresses appear in the
Security Register at the close of business one (1) day before such transmittal,
notice of such Potential Event of Default or Event of Default actually known to
the Trustee, unless such Potential Event of Default or Event of Default shall
have been cured or waived.

Section 603. Certain Rights of Trustee.

     Subject to the provisions of Section 601:

          (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion,

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<PAGE>


     report, notice, request, direction, consent, order, bond, debenture, note,
     other evidence of indebtedness or other paper or document reasonably
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties or, in the case of cables, telecopies and telexes,
     to have been sent by the proper party or parties;

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order;

          (c) whenever in the administration of this Indenture or under any
     agreement or document referred to herein the Trustee shall deem it
     desirable that a matter be proved or established prior to taking, suffering
     or omitting any action hereunder, the Trustee (unless other evidence be
     herein specifically prescribed) may, in the absence of bad faith on its
     part, conclusively rely upon an Officers' Certificate;

          (d) the Trustee may consult with independent counsel, accountants or
     other experts of its selection in connection with the fulfillment of its
     duties hereunder or under any agreement or document referred to herein, and
     the Trustee shall be entitled to conclusively rely on the opinion of such
     counsel, accountants or other experts in connection with any action taken,
     omitted to be taken or suffered by the Trustee in fulfilling its duties
     hereunder or under any agreement or document referred to herein. The
     Trustee shall have the right at any time to seek instructions concerning
     the administration of this Indenture from any court of competent
     jurisdiction;

          (e) the Trustee shall be under no obligation to take any action or
     omit to take any action to exercise any of the rights or powers vested in
     it by this Indenture or under any agreement or document referred to herein
     at the request or direction of any of the Holders pursuant to this
     Indenture or under any agreement or document referred to herein, unless the
     Trustee shall have been provided adequate security and indemnity against
     the costs, expenses and liabilities which might be incurred by it in
     compliance with such request or direction, including such reasonable
     advances as may be requested by the Trustee;

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney-in-fact at the sole expense of
     the Company in accordance with Section 414 and shall not incur any
     liability or additional liability of any kind by reason of such inquiry or
     investigation; and

          (g) the Trustee may, at the expense of the Company, execute any of the
     trusts or powers hereunder or under any agreement or document referred to
     herein or perform

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     any duties hereunder or under any agreement or document referred to herein
     either directly or by or through agents or attorneys-in-fact and the
     Trustee shall not be responsible for any misconduct or negligence on the
     part of any agent or attorney-in-fact appointed with due care by it
     hereunder.

          (h) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture or under any agreement or document referred to herein;
     and

          (i) the Trustee shall not be deemed to have notice of any Event of
     Default or Potential Event of Default unless a Responsible Officer of the
     Trustee has actual knowledge thereof or unless written notice of any event
     which is in fact such a default is received by the Trustee at the Corporate
     Trust Office of the Trustee, and such notice references the Securities and
     this Indenture.

Section 604. Not Responsible for Recitals or Issuance of Securities.

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

Section 605. May Hold Securities.

     The Trustee, any Paying Agent, Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, and, subject to Sections 608 and 612, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust.

     Except as otherwise expressly provided herein, money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder, except as expressly provided herein or as
otherwise agreed with the Company.

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Section 607. Compensation and Reimbursement.

     The Company agrees

          (a) to pay to the Trustee from time to time such compensation as the
     Company and the Trustee shall from time to time agree in writing for the
     services rendered by it hereunder and under the Collateral Documents (which
     compensation shall not be limited by any provision of law in regard to the
     compensation of a trustee of an express trust);

          (b) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture or any Collateral Document (including the reasonable
     compensation and the expenses and disbursements of its agents,
     attorneys-in-fact and counsel), except any such expense, disbursement or
     advance as may be attributable to its negligence or bad faith; and

          (c) to indemnify the Trustee or any predecessor Trustee for, and to
     hold it harmless against, any loss, liability or expense incurred without
     negligence or bad faith on its part, arising out of or in connection with
     the acceptance or administration of this Indenture or any Collateral
     Document, including the reasonable costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of the Trustee's powers or duties hereunder (if incurred
     without gross negligence or bad faith).

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(e) or Section 501(f), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the termination of this
Indenture.

Section 608. Eligibility; Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirements
of Section 310(a)(1) and (5) of the Trust Indenture Act. The Trustee shall have
a combined capital and surplus of at least $500,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with
Section 310(b) of the Trust Indenture Act. If at any

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<PAGE>


time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 609. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 45 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by an Act of the Requisite
Holders, delivered to the Trustee and to the Company.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder, or

          (ii) the Trustee shall cease to be eligible under Section 608 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (iii) the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property of affairs for the purpose or
     rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Company Order may remove the Trustee, or
(ii) subject to Section 514, any Holder may, on behalf of itself and all other
similarly situated Holders, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Company Order, shall promptly appoint a successor Trustee. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Requisite Holders
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with Section 610, become the successor Trustee and supersede the successor
Trustee appointed by the Company. If no successor Trustee shall have been so
appointed by the Company or the Holders of the Securities and accepted
appointment in the manner hereinafter provided, any Holder may,

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<PAGE>


subject to Section 514, on behalf of itself and all other similarly situated
Holders, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Securities as their names and addresses appear in the Security Register at the
close of business one (1) day prior to such mailing. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.

Section 610. Acceptance of Appointment by Successor.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 611. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that such successor
corporation shall give written notice to the Company and each Holder, in the
manner provided for in Section 105(b), that it is the successor by merger,
conversion or consolidation, as the case may be, to the Trustee, such notice to
specify the new name and address, if applicable, of such successor corporation.
In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

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Section 612. Preferential Collection of Claims Against Company.

     The Trustee shall be subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent permitted thereunder.

Section 613. Co-Trustees and Separate Trustee.

     At any time or times, (i) for the purpose of meeting the legal requirements
of any jurisdiction in which any part of the Collateral may at the time be
located, or (ii) if the Trustee deems it to be necessary to protect the
interests of the Holders of the Securities, the Company and the Trustee shall
have power to appoint, and upon the written request of the Trustee or of the
Requisite Holders, the Company shall for such purpose join with the Trustee in
the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons (who shall not be Holders)
approved by the Trustee either to act as co-trustee, jointly with the Trustee,
with respect to the Collateral and the grant of a security interest and Lien
thereon, or to act as separate trustee in connection therewith, in either case
with such powers as may be provided in the instrument of appointment which shall
expressly designate the property affected and the capacity of the appointee as
either a co-trustee or separate trustee, and to vest in such Person or Persons
in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section. If the Company
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default has occurred and is continuing,
the Trustee alone shall have power to make such appointment.

     Should any written instrument from the Company be necessary or reasonably
requested by any co-trustee or separate trustee so appointed for more fully
confirming to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but only to such extent, be appointed subject to the following terms:

          (a) the Securities shall be authenticated and delivered and all
     rights, powers, duties and obligations hereunder in respect of the custody
     of cash held by, or required to be deposited or pledged with, the Trustee
     hereunder, shall be exercised solely by the Trustee;

          (b) the rights, powers, duties and obligations hereby conferred or
     imposed upon the Trustee in respect of any property covered by the
     appointment of a co-trustee or separate trustee shall be conferred or
     imposed upon and exercised or performed by the Trustee or by the Trustee
     and such co-trustee or separate trustee jointly, as shall be provided in
     the instrument appointing such co-trustee or separate trustee, except to
     the

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     extent that under any law of any jurisdiction in which any particular act
     is to be performed, the Trustee shall be incompetent or unqualified to
     perform such act, in which event such rights, powers, duties and
     obligations shall be exercised and performed by such co-trustee or separate
     trustee;

          (c) the Trustee at any time, by an instrument in writing executed by
     it, with the concurrence of the Company evidenced by a Company Order, may
     accept the resignation of or remove any co-trustee or separate trustee
     appointed under this Section 613, and in case an Event of Default has
     occurred and is continuing, the Trustee shall have power to accept the
     resignation of, or remove, any such co-trustee or separate trustee without
     the concurrence of the Company. Upon the written request of the Trustee,
     the Company shall join with the Trustee in the execution, delivery and
     performance of all instruments and agreements necessary or proper to
     effectuate such resignation or removal; a successor to any co-trustee or
     separate trustee which has resigned or has been removed may be appointed in
     the manner provided in this Section 613;

          (d) no co-trustee or separate trustee hereunder shall be personally
     liable solely by reason of any act or omission of the Trustee, or any other
     such trustee hereunder;

          (e) the Trustee shall not be liable solely by reason of any act or
     omission of a co-trustee or separate trustee selected, if selected by the
     Trustee with due care; and

          (f) any Act of Holders delivered to the Trustee shall be deemed to
     have been delivered to each such co-trustee and separate trustee.

                                  ARTICLE SEVEN

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee

          (a) semi-annually, not more than five (5) days after each Regular
     Record Date, a list, in such form as the Trustee may reasonably require, of
     the names and addresses of the Holders as of such Regular Record Date, and

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

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provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 702. Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

     (b) If three or more Holders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five (5) Business Days after the
receipt of such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five (5) days after such tender, the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender,

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otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting its application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 702(b).

Section 703. Reports by Trustee.

     (a) The term "reporting date," as used in this Section, means December 15.
Within sixty (60) days after the reporting date of each year commencing in
calendar year 1997, the Trustee shall transmit by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security
Register at the close of business one (1) day prior to the mailing date and to
such other Persons as may be required under Section 313(c) of the Trust
Indenture Act, a brief report for the applicable period dated as of the
reporting date with respect to:

          (i) its eligibility and qualifications under Section 608, or in lieu
     thereof, if to the best of its knowledge it has continued to be eligible
     and qualified under said Section, a written statement to such effect;

          (ii) the character and amount of any advances (and the circumstances
     surrounding the making thereof) made by the Trustee (as such) which remain
     unpaid on the date of such report, and for the reimbursement of which it
     claims or may claim a lien or charge, prior to that of the Securities, on
     any property or funds held or collected by it as Trustee;

          (iii) the amount, interest rate and maturity date of all other
     Indebtedness owing by the Company (or by any other obligor on the
     Securities) to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except an Indebtedness based upon a creditor
     relationship arising in any manner described in Section 311(b)(2), (3), (4)
     or (6) of the Trust Indenture Act;

          (iv) the property and funds of the Company or any Guarantor, if any,
     physically in the possession of the Trustee as such on the date of such
     report;

          (v) any additional issue of Securities which the Trustee has not
     previously reported;

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          (vi) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities; and

          (vii) such other matters as may be required under Section 313(a) of
     the Trust Indenture Act.

     (b) The Trustee shall also comply with its obligations under Section 313(b)
of Trust Indenture Act.

     (c) A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and also with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

Section 704. Reports by Company.

     The Company shall file with the Trustee and the Commission, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company would be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act if the
Company had a class of securities registered with the Commission under the
Exchange Act or were otherwise required to file annual or other reports under
the Exchange Act. In addition, if the Company is not required to file
information, documents, or reports pursuant to either of such Sections, the
Company shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed by the Commission, such of the supplementary and
periodic information, documents, and reports which may be required pursuant to
Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed in such rules and
regulations.

     The Company shall also file with the Trustee and the Commission, in
accordance with rules and regulations prescribed by the Commission, such
additional information, documents, and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture, as may
be required by such rules and regulations.

     The Trustee shall mail to the Holders, at the expense of the Company,
within fifteen (15) days after receipt by it, copies of the quarterly and annual
reports and of the information, documents and other reports that the Company is
required to file with the Trustee pursuant to this Section 704 which are
received from the Company in tangible form. The Company also shall comply with
the provisions of Section 314(a) of the Trust Indenture Act. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's

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compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 705. Statement as to Compliance.

     The Company will deliver to the Trustee annually, commencing December 1,
1997, a certificate, from its principal executive officer, principal financial
officer or principal accounting officer, stating whether or not to the best
knowledge of the signer thereof the Company is in compliance (without regard to
periods of grace or notice requirements) with all conditions and covenants under
this Indenture, and if the Company shall not be in compliance, specifying such
non-compliance and the nature and status thereof of which such signer may have
knowledge.

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

Section 801. Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders, the Company, the Guarantors and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

          (b) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture; provided that, in each case, such
     provisions shall not adversely affect the interests of the Holders in any
     material respect; or

          (c) to further secure the Securities; or

          (d) to modify, eliminate or add to the provisions of this Indenture to
     such extent as shall be necessary (i) in connection with the shelf
     registration contemplated by the Reorganization Plan or (ii) to effect the
     qualification of this Indenture under the Trust Indenture Act or under any
     similar federal statute hereafter enacted, and to add to this Indenture
     such other provisions as may be expressly permitted by the Trust Indenture
     Act, excluding, however, the provisions referred to in Section 316(a)(2) of
     the Trust Indenture Act as in effect at the date as of which this Indenture
     was executed or any corresponding provision provided for in any similar
     federal statute hereafter enacted or any other provision that is contrary
     to the terms of paragraphs (a) through (h) of Section 802; or

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          (e) to evidence the succession of another Person to the Company as
     permitted under Sections 303 and 421 and the assumption by such successor
     of the obligations of the Company hereunder, under the Securities and under
     the Collateral Documents to which the Company is a party.

Section 802. Supplemental Indentures with Consent of Holders.

     With the consent of the Requisite Holders, by Act of said Holders delivered
to the Company, the Guarantors and the Trustee, the Company and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holders of all Outstanding
Securities:

          (a) extend the Stated Maturity of the principal of, or of any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the Interest Rate thereon, or change the provisions of this
     Indenture relating to the application of proceeds of the Collateral to the
     payment of principal of or interest on the Securities or change the manner
     in which, any Security or the interest thereon is payable, or impair the
     right to institute suit for the enforcement of any such payment after the
     Stated Maturity thereof (or, in the case of redemption, on or after any
     Redemption Date); or

          (b) reduce the percentage of the Aggregate Outstanding Amount of
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or whose consent is required for any waiver (of
     compliance with certain provisions of this Indenture or certain defaults
     hereunder and their consequences) provided for in this Indenture; or

          (c) release, impair or adversely affect a material portion of the
     Collateral; or

          (d) except as permitted herein, permit the creation of any lien
     ranking prior to or on a parity with the lien of this Indenture with
     respect to any part of the Collateral; or

          (e) change the percentage of the Aggregate Outstanding Amount of
     Securities, the consent of whose Holders is required pursuant to Sections
     502, 512 or 515(b); or

          (f) modify, directly or indirectly, the definition of the terms
     "Aggregate Outstanding Amount," "Requisite Holders" and "Outstanding"; or

          (g) modify any of the provisions of this Section, Section 801 or
     Section 513, except to increase any such percentage or to provide that
     certain or other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Security affected thereby; or

          (h) modify any of the provisions of Sections 508 or 904.

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

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 802, the Trustee shall mail to
the Holders at their respective addresses set forth on the Security Register at
the close of business on the day of execution of such supplemental indenture, a
notice setting forth in general the terms and substance of such supplemental
indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

     Any solicitation of Holders of the Securities to any consent, waiver or
amendment under this Indenture involving consideration shall provide that such
consideration be paid equally to all Holders of Securities regardless of whether
or not such Holders agree to such consent, waiver or amendment.

Section 803. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 804. Effect of Supplemental Indentures.

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

Section 805. Conformity with Trust Indenture Act.

     From such time as the Trust Indenture Act is applicable hereto, every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

Section 806. Reference in Securities to Supplemental Indentures.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If

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<PAGE>


the Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

                                  ARTICLE NINE

                            REDEMPTION OF SECURITIES

Section 901. Voluntary Redemption.

     The Securities may be redeemed at the election of the Company, at any time
after the Closing Date, as a whole or from time to time in part, subject to the
conditions and at the Redemption Prices specified in the form of Security,
together in each case with accrued and unpaid interest to the Redemption Date.
Except upon the occurrence of (a) an Asset Sale and the redemption of Securities
from Net Proceeds of Asset Sale pursuant to Section 423, (b) a Stock Sale and
the redemption of Securities from Stock Sale Proceeds pursuant to Section 423 or
(c) a Change of Control and the redemption of Securities pursuant to Section
425, the Redemption Price shall be equal to one hundred and one percent (101%)
of the principal amount of the Securities so redeemed. The Redemption Price upon
a redemption of Securities pursuant to Section 423 or 425 shall be equal to one
hundred percent (100%) of the principal amount of the Securities so redeemed.

Section 902. Applicability of Article.

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

Section 903. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities pursuant to Section
901 shall be evidenced by a Company Order. In case of any redemption at the
election of the Company, the Company shall, at least sixty (60) days prior to
the Redemption Date fixed by the Company (unless a shorter notice period shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed.

Section 904. Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than
sixty (60) days and not less than thirty (30) days prior to the Redemption Date
by the Trustee, from the Outstanding Securities not previously called for
redemption, by lot or any other appropriate and fair method.

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     The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

Section 905. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his, her or its
address appearing in the Security Register.

     All notices of redemption shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) if less than all Outstanding Securities are to be redeemed, the
     identification (and, in the case of a Security to be redeemed in part, the
     principal amount) of the particular Securities to be redeemed;

          (d) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security or portion thereof, and that interest
     thereon shall cease to accrue on and after said date; and

          (e) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 906. Deposit of Redemption Price.

     On or before 12:00 noon, Eastern time on the Business Day immediately
preceding any Redemption Date, the Company shall deposit with the Trustee or
with the Paying Agent an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.

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Section 907. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Regular Record Dates according to the terms and the
provisions of Section 307.

     If any Security called for redemption shall not be so paid on any
Redemption Date, the principal and interest then due in respect thereof shall,
until paid, bear interest from the Redemption Date at the rate specified in
Section 503.

Section 908. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 402 (with, if the Company, the Security Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar or the Trustee duly executed
by, the Holder thereof or its attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE TEN

                             GUARANTY OF SECURITIES

Section 1001. Guaranty.

     Subject to the provisions of this Article Ten, each Guarantor hereby
unconditionally guarantees to the Trustee and to each Holder of a Security
authenticated and delivered by the Trustee (i) the due and punctual payment of
the principal of and interest on such Security, when and as the same shall
become due and payable, whether at maturity, by acceleration, declaration or
otherwise, the due and punctual payment of interest on the overdue principal of
and interest on the Securities, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Security and of this Indenture,
and (ii) in the case of any extension of time of payment or renewal

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of any Securities or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at stated maturity, by acceleration, declaration or
otherwise.

     The Guarantors hereby agree that their obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Security or this
Indenture, any failure to enforce the provisions of any such Security or this
Indenture, any waiver, modification or indulgence granted to the Company with
respect thereto, by the Holder of such Security or the Trustee, or any other
circumstances which may otherwise constitute a legal or equitable discharge of
surety or guarantor. The Guarantors hereby waive diligence, presentment, filing
of claims with a court in the event of merger or bankruptcy of the Company, any
right to require proceeding filed against the Company, the benefit of
discussion, protest or notice with respect to any such Security or the
Indebtedness evidenced thereby and all demands whatsoever (except as specified
above), and covenant that this Guaranty will not be discharged as to any such
Security except by payment in full of the principal thereof and interest thereon
or as otherwise provided herein. Each Guarantor further agrees that as between
such Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Five hereof for the purposes of this Guaranty,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
Article Five hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of this
Guaranty. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article Five, the Trustee may make a
demand for payment on the Securities under each or any Guaranty provided for in
this Article Ten and not previously discharged.

Section 1002. Obligations Joint and Several.

     The obligations of each Guarantor hereunder shall be joint and several.

Section 1003. Validity Subject to Authentication.

     The Guaranties set forth in Sections 1001 and 1002 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of authentication on such Security shall have been signed by the
Trustee.

Section 1004. Guaranties Not Fraudulent Transfers or Conveyances.

     Each Guarantor hereby, and each beneficiary under this Guaranty by
accepting the benefits hereof, confirms that it is its intention that the
guaranty by each Guarantor pursuant to this Guaranty shall not constitute a
fraudulent transfer or conveyance for purposes of any applicable provisions of
Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal (whether of the United
States,

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Canada or the United Kingdom), state or provincial law applicable to such
Guarantor. To effectuate the foregoing intent, the obligations of each Guarantor
under this Guaranty shall be limited to such maximum amount as will, after
giving effect to such maximum amount and all other liabilities of such
Guarantor, contingent or otherwise, that are relevant under such laws, and after
giving effect to any rights to contribution of such Guarantor pursuant to any
agreement providing for an equitable distribution among such Guarantor and other
Affiliates of the Company of payments made under guaranties by such parties,
result in the obligations of such Guarantor in respect of such maximum amount
not constituting a fraudulent transfer or conveyance.

Section 1005. Obligations of the Guarantors Unconditional.

     Nothing contained in this Article Ten or elsewhere in this Indenture or in
any Security is intended to or shall impair, as between the Guarantors and the
Holders, the obligation of the Guarantors, which is absolute and unconditional,
to pay to the Holders the principal of and interest on the Securities as and
when the same shall become due and payable in accordance with the provisions of
this Guaranty, or is intended to or shall affect the relative rights of the
Holders and creditors of the Guarantors, nor shall anything herein or therein
prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law or this Indenture.

     The failure to make a payment on account of principal of or interest on the
Securities by reason of any provision of this Article Ten shall not be construed
as preventing the occurrence of an Event of Default under Section 501.

Section 1006. Release of a Guarantor.

     Upon the sale or disposition (by merger or otherwise) of a Guarantor by the
Company to an entity which is not an Affiliate of the Company or any of its
Subsidiaries and which sale or disposition is otherwise in compliance with the
terms of this Indenture, that Guarantor shall be deemed released from all
obligations under this Article Ten without any further action required on the
part of the Trustee or any Holder. At the request of the Company, however, the
Trustee shall execute and deliver an appropriate instrument evidencing such
release. Any Guarantor not so released remains liable for the full amount of
principal of and interest on the Securities as provided in this Article Ten.

Section 1007. Execution of Guaranties.

     To evidence this Guaranty to the Holders specified in Sections 1001 and
1002, the Guarantors hereby agree that a notation of such Guaranty shall be
endorsed on each Security authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guaranty set forth in Section 1001 shall remain
in full force and effect notwithstanding any failure to endorse on each Security
a notation of such Guaranty. Each such notation shall be signed on behalf of
each Guarantor by an Authorized Officer, prior to the authentication of the
Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guaranty on behalf of such Guarantor. Such

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                                       76
<PAGE>


signatures may be manual or facsimile signatures of the present, past or any
future such officers and may be imprinted or otherwise reproduced on the
Guaranty, and in case any such officer who shall have signed such notation shall
cease to be such officer before the Security on which such Guaranty is endorsed
shall have been authenticated and delivered by the Trustee or disposed of by the
Company, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such notation had not ceased to be
such officer of the Guarantor.

Section 1008. Guarantors May Consolidate, Etc., on Certain Terms.

     Nothing contained in this Article Ten shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety, to the Company or another Guarantor or shall
prevent any dissolution of a Guarantor by the Company; provided, that such
consolidation, merger, sale, conveyance or dissolution is otherwise permitted
pursuant to the terms of this Indenture. Upon any such consolidation, merger,
sale, conveyance or dissolution, such Guarantor shall be deemed released from
all obligations under this Article Ten without any further action required on
the part of the Trustee or any Holder. At the request of the Company, however,
the Trustee shall execute and deliver an appropriate instrument evidencing such
release.

Section 1009. Contribution.

     In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by such Guarantor (a "Funding Guarantor") under this
Guaranty, that Funding Guarantor shall be entitled to a contribution from all
other Guarantors for all payments, damages and expenses incurred by that Funding
Guarantor in discharging the Company's obligations with respect to the
Securities.

Section 1010. Subrogation Rights of the Guarantors.

     The Guarantors shall be subrogated to all rights of any and all Holders
against the Company in respect of any amounts paid to the Holders by the
Guarantors pursuant to the provisions of this Guaranty; provided, that the
Guarantors shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation, until the principal of and
interest on all the Securities shall have been paid in full.

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                                     77
<PAGE>


                                 ARTICLE ELEVEN

                       COLLATERAL AND SECURITY AGREEMENTS

Section 1101. Collateral Documents.

     The due and punctual payment of the principal of and accrued but unpaid
interest on the Securities when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue amount of the interest (to
the extent permitted by law), if any, on the Securities and performance of all
other obligations of the Company and any Guarantor to the Holders or the Trustee
under this Indenture and the Securities, according to the terms hereunder or
thereunder, shall be secured as provided in the Collateral Documents, subject to
the Intercreditor Agreement. Each Holder, by its acceptance of a Security,
consents and agrees to the terms of the Collateral Documents and the
Intercreditor Agreement (including, without limitation, the provisions providing
for foreclosure and release of Collateral) as the same may be in effect or may
be amended from time to time in accordance with the terms thereof and hereof,
and authorizes and directs the Trustee to enter into each of the Collateral
Documents and the Intercreditor Agreement and to perform its respective
obligations and exercise its respective rights thereunder in accordance
therewith. The Company and the Guarantors will do or cause to be done all such
acts and things as may be necessary or proper, or as may be required by the
provisions of the Collateral Documents, to assure and confirm to the Trustee the
security interests in and Liens upon the Collateral contemplated hereby and by
the Collateral Documents including, in all property (real, personal and mixed)
of the Company and the Guarantors acquired after the Securities are issued, to
the extent contemplated by the Collateral Documents or as otherwise requested by
the Trustee, so as to render the same available for the security and benefit of
this Indenture and of the Securities secured hereby, according to the intent and
purposes herein expressed. The Company and each Guarantor shall take any and all
actions reasonably required to cause the Collateral Documents to create and
maintain, as security for the obligations of the Company and the Guarantors
under this Indenture and the Securities, valid and enforceable, perfected
(except as expressly provided therein) Liens in and on all of the Collateral, in
favor of the Trustee, for the benefit of the Holders, superior to and prior to
the rights of all third persons and subject to no other Liens, other than as
specifically permitted herein and therein.

Section 1102. Recording and Opinions.

     (a) The Company shall furnish to the Trustee promptly after the execution
and delivery of this Indenture one or more Opinions of Counsel either (i)
stating that in the opinion of such counsel all action has been taken with
respect to the recording, registering and filing of this Indenture, financing
statements or other instruments necessary to make effective the Liens intended
to be created by the Collateral Documents, and reciting the details of such
action or (ii) stating that, in the opinion of such counsel, no such action is
necessary to make such Liens effective.

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<PAGE>


     (b) The Company shall furnish to the Trustee within three (3) months after
each anniversary of the date of this Indenture, one or more Opinions of Counsel,
dated as of such date, stating either that (i) in the opinion of such counsel,
all action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and refiling of this Indenture, all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Liens of the Collateral
Documents and reciting the details of such action or (ii) in the opinion of such
Counsel, no such action is necessary to maintain such Liens.

Section 1103. Release of Collateral.

     (a) Subject to subsections (b) and (c) of this Section 1103, Collateral may
be released from the Lien and security interest created by the Collateral
Documents at any time or from time to time at the sole cost and expense of the
Company (i) upon payment in full of the Securities in accordance with the terms
thereof and of this Indenture and all other obligations of the Company and the
Guarantors then due and owing under this Indenture, the Securities and the
Collateral Documents; (ii) upon the sale or other disposition of such Collateral
constituting an Asset Sale if such sale or other disposition is not prohibited
under this Indenture and if the applicable Net Cash Proceeds of Asset Sale are
applied in accordance with this Indenture; (iii) upon the sale or other
disposition of such Collateral not constituting an Asset Sale pursuant to the
terms of this Indenture; (iv) upon the substitution or replacement of such
Collateral with new Collateral, provided that the Company grants to the Trustee
a security interest and Lien in such new Collateral and executes all Collateral
Documents necessary to perfect such security interest and Lien; (v) to the
extent a Lien is granted on such Collateral and the Purchase Money Indebtedness
secured thereby constitutes not less than 75% of the purchase price of the
property subject to such Lien; and (vi) to the extent expressly permitted
pursuant to the terms of Section 802. Upon compliance with above provisions and
the provisions of Section 1104 hereof, the Trustee shall execute, deliver or
acknowledge any necessary or proper instruments of termination, satisfaction or
release provided by or on behalf of the Company to evidence the release of any
Collateral permitted to be released pursuant to this Indenture or the Collateral
Documents.

     (b) Except as otherwise provided in the Intercreditor Agreement, at any
time when a Potential Event of Default or Event of Default shall have occurred
and be continuing and the maturity of the Securities shall have been accelerated
(whether by declaration or otherwise) and the Trustee shall have delivered a
notice of acceleration to the Company, no release of Collateral pursuant hereto
shall be effective as against the Trustee or the Holders.

     (c) The release of any Collateral from the terms hereof and of the
Collateral Documents will 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 the provisions hereof or of the Collateral
Documents. The Trustee and each of the Holders acknowledge that a release of
Collateral in accordance with the terms hereof and of the Collateral Documents
will not be deemed for any purpose to be an impairment of the security under
this Indenture.

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                                     79
<PAGE>


Section 1104. Certificates of the Issuer.

     To the extent applicable the Company and the Guarantors shall comply with
(a) Section 314(b) of the Trust Indenture Act, relating to the Opinions of
Counsel regarding the Lien of the Collateral Documents, and (b) Section 314(d)
of the Trust Indenture Act, relating to the release of Collateral from the Lien
of the Collateral Documents and Officers' Certificates or other documents
regarding fair value of the Collateral. Any certificate or opinion required by
Section 314(d) of the Trust Indenture Act may be made by an officer or employee
of the Company to the extent permitted by Section 314(d) of the Trust Indenture
Act.

Section 1105. Authorization of Actions to be Taken by
              the Trustee Under the Collateral Documents

     Each Holder, by acceptance of a Security, consents and agrees to the terms
of the Intercreditor Agreement as the same may be in effect or may be amended
from time to time in accordance with the terms thereof and hereof and authorizes
and directs the Trustee to enter into the Intercreditor Agreement and to perform
its respective obligations and exercise its respective rights thereunder in
accordance therewith. The Trustee may, in its sole discretion and without the
consent of the Holders, on behalf of the Holders, take all actions it deems
necessary or appropriate in order to (a) enforce any of the terms of the
Collateral Documents and the Intercreditor Agreement and (b) collect and receive
any and all amounts payable in respect of the obligations of the Company and the
Guarantors hereunder. The Trustee shall have the power to institute and to
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts that may be unlawful or in violation of
the Collateral Documents, the Intercreditor Agreement or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders in the Collateral
(including 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 hereunder or be prejudicial to the interests of the
Holders or of the Trustee). Subject to the limitations set forth in Section 802
hereof, the Trustee shall act, make elections or vote as directed by Requisite
Holders and all of the Holders shall be bound by such written direction.

Section 1106. Authorization of Receipt of Funds by the
              Trustee Under the Collateral Documents
              and the Intercreditor Agreement
            
     The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Collateral Documents and the Intercreditor
Agreement, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture and the Collateral Documents.

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<PAGE>


     This Indenture may be signed in counterparts with the same effect as if the
signatures to each counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this Indenture.

     IN WITNESS WHEREOF, we have set our hands as of the day and year first
above written.

                                    SLM INTERNATIONAL, INC.,

                                    as Issuer

                                    By:_____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance


                                    SPORT MASKA INC.,
                                    as Guarantor

                                    By:____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance


                                    MASKA U.S., INC.,
                                    as Guarantor

                                    By:____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance


                                    #1 APPAREL, INC.,
                                    as Guarantor

                                    By:____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance

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                                       S-1
<PAGE>


                                    #1 APPAREL CANADA, INC.,
                                    as Guarantor

                                    By:______________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance


                                    SLM TRADEMARK ACQUISITION CORP.,
                                    as Guarantor

                                    By:____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance


                                    SLM TRADEMARK ACQUISITION CANADA
                                    CORPORATION,
                                    as Guarantor

                                    By:____________________________
                                      Name:   Russell David
                                      Title   Vice President-Finance

                                    THE BANK OF NEW YORK,
                                    as Trustee

                                    By:_____________________________
                                      Name:
                                      Title:

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                                       S-2
<PAGE>


                                    EXHIBIT A

                               (FACE OF SECURITY)

     THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). HOLDERS
        MAY REQUEST THE RELEVANT INFORMATION TO FACILITATE THE REPORTING
             OF OID BY CONTACTING THE COMPANY AT SLM INTERNATIONAL,
      INC., 77 ROUTE 25, PIERSON INDUSTRIAL PARK, BRADFORD, VERMONT 05033,
              ATTENTION: RUSSELL J. DAVID, VICE PRESIDENT-FINANCE.

     THIS SECURITY AND THE PAYMENT HEREOF ARE SUBJECT TO AND GOVERNED BY THE
    TERMS OF THAT CERTAIN SENIOR SECURED NOTE INDENTURE, DATED AS OF APRIL 1,
               1997, AMONG SLM INTERNATIONAL, INC., THE GUARANTORS
       NAMED THEREIN AND THE BANK OF NEW YORK, AS TRUSTEE. THE PROVISIONS
             OF SUCH SENIOR SECURED NOTE INDENTURE ARE INCORPORATED
         HEREIN BY THIS REFERENCE AND MADE A PART HEREOF. RIGHTS WITH
       RESPECT TO, AMONG OTHER THINGS, PRIORITY OF PAYMENT AND COLLATERAL
          WITH RESPECT TO THIS SECURITY ARE SUBJECT TO AND GOVERNED BY
       THE TERMS OF AN INTERCREDITOR AGREEMENT, DATED AS OF APRIL 1, 1997,
           BY AND AMONG THE CHASE MANHATTAN BANK, AS AGENT, THE CHASE
                   MANHATTAN BANK OF CANADA AND THE TRUSTEE

                             SLM INTERNATIONAL, INC.

                               SENIOR SECURED NOTE
                                DUE APRIL 1, 2004

No. ______                                                            $_________

     SLM INTERNATIONAL, INC., a Delaware corporation (herein called the
"Company," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay
to______________________________________________________________________________

________________________________________________________________________________
or registered assigns, the principal sum of ___________________
_______________________________________________________________ Dollars when and
as due under the terms of this Security and the Indenture, in the manner
referred to below, and to pay interest prior to default thereon from the later
of the date hereof or the most recent date through which interest has been paid
hereon at an initial Interest Rate (prior to default) equal to 14% per annum,
payable in cash or, at the Company's option, up to 4% per annum in Secondary
Securities (as hereinafter defined); provided that, with respect to the payment
due on the first Interest Payment Date, the Company may, at its option, pay all
interest due on that

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                                       A-1
<PAGE>


date in Secondary Securities. Notwithstanding anything to the contrary in the
preceding sentence, so long as no Potential Event of Default or Event of Default
shall have occurred and be continuing on the date the Interest Rate is to reduce
pursuant to the terms hereof:

          (a) the Interest Rate (prior to default) on the Securities shall be
     permanently reduced to 12% per annum, payable in cash or, at the Company's
     option, up to 2% per annum in Secondary Securities, upon the delivery by
     the Company to the Trustee of (i) financial statements demonstrating that
     Consolidated EBITDA for the immediately preceding four consecutive fiscal
     quarters of the Company was not less than $18,000,000 and (ii) an Officers
     Certificate certifying as to the foregoing and as to the effective date of
     such reduction, such reduction in the Interest Rate (prior to default) on
     the Securities to be effective as of the first day of the next succeeding
     calendar month that commences at least thirty days after the date on which
     such financial statements have been (1) delivered to the Trustee and (2)
     filed with the Commission; and

          (b) the Interest Rate (prior to default) on the Securities shall be
     permanently reduced to 10% per annum payable in cash, upon the delivery by
     the Company to the Trustee of (i) financial statements demonstrating that
     Consolidated EBITDA for the immediately preceding four consecutive fiscal
     quarters of the Company was not less than $25,000,000 and (ii) an Officers
     Certificate certifying as to the foregoing and as to the effective date of
     such reduction, such reduction in the Interest Rate (prior to default) on
     the Securities to be effective as of the first day of the next succeeding
     calendar month that commences at least thirty days after the date on which
     such financial statements have been (1) delivered to the Trustee and (2)
     filed with the Commission.

     If a Potential Event of Default or Event of Default has occurred and is
continuing on the date any reduction in the Interest Rate would otherwise
become effective pursuant to the foregoing, such Interest Rate reduction shall
not become effective until the first day of the next succeeding calendar month
after the date on which such Potential Event of Default or Event of Default has
been cured or waived in accordance with the provisions of the Indenture.

     Upon the occurrence of any event which would result in a reduction of the
Interest Rate in accordance with the foregoing, the Trustee (at the expense of
the Company) shall give prompt written notice to all Holders (i) of such
occurrence, (ii) that, provided that there is no occurrence and continuance of a
Potential Event of Default or Event of Default on the date the Interest Rate is
to reduce pursuant to the foregoing, the Interest Rate will be reduced and (iii)
the effective date thereof. The Interest Rate in effect with respect to the
Securities is subject to increase as provided in Sections 503 and 515 of the
Indenture, any such increase to be paid solely in cash. Upon the occurrence and
during the continuance of any Payment Default, Bankruptcy Default or any default
pursuant to Section 501(c) of the Indenture, all interest accrued thereafter and
during the period in which the Payment Default, Bankruptcy Default or any
default pursuant to Section 501(c) of the Indenture has continued

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                                       A-2
<PAGE>


shall be payable solely in cash, and no portion thereof may be paid in Secondary
Securities. Each issuance of Secondary Securities in lieu of the payment of
interest in cash on the Securities shall be made pro rata with respect to the
Outstanding Securities; provided that the Company may at its option pay cash in
lieu of issuing Secondary Securities. Any such Secondary Securities shall be
governed by the Indenture and shall be identical in all respects to the
Securities initially issued (except, as the case may be, with respect to the
issuance date and principal amount). As used herein, "Secondary Securities"
means an additional Security with a principal amount equal to the accrued but
unpaid interest, which shall be governed by the Indenture and which shall be
identical in all respects to this Security (except, as the case may be, with
respect to the issuance date and aggregate principal amount).

     The principal amount of the Securities will be due and payable in
semi-annual installments in accordance with the following schedule, provided
that the outstanding principal amount of Securities to be repaid pursuant hereto
on a Scheduled Principal Payment Date on or prior to October 1, 2003 shall be
reduced on a pro rata basis to the extent of any redemp tion of Securities made
prior to the applicable Scheduled Principal Payment Date:

           Scheduled                     Outstanding Principal
     Principal Payment Date                   to be Repaid
     ----------------------              ----------------------
          October 1, 2001                      $4,000,000
          April 1, 2002                         4,000,000
          October 1, 2002                       4,000,000
          April 1, 2003                         4,000,000
          October 1, 2003                       4,000,000
          April 1, 2004                        Balance of Unpaid Principal

Principal payments may be accelerated upon the occurrence and continuance of
certain events specified in Article 5 of the Indenture. The interest payable on
this Security on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such interest, which shall be the thirtieth day
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date. Any such interest not so punctually paid shall forthwith
cease to be payable to the Holder of this Security on such Regular Record Date,
and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given by the Trustee to Holders of Securities
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Except as set forth above with respect to payment of interest in
Secondary Securities, payment of the principal of and interest on this Security
will be made by (i) wire transfer to a United States dollar account maintained
by the Holder of this

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                                       A-3
<PAGE>


Security at a Depository Institution in the United States as reflected on the
Security Register on the close of business on the applicable Record Date or (ii)
mailing checks for such interest and principal to the Holder entitled thereto to
such address as shall appear on the Security Register on the close of business
on the applicable Record Date.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

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

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

Dated:  _______, 1997          SLM INTERNATIONAL, INC.

                               By: _________________________
                                Name: _____________________
                                Title: ______________________

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Senior Secured Notes Due April 1, 2004 described
in the within-mentioned Indenture.

                               The Bank of New York, as Trustee

                               By: _________________________
                                Name: _____________________
                                Title: ______________________

Dated:  _______, 1997

                               (BACK OF SECURITY)

      This Security is one of a duly authorized issue of Securities of the
Company designated as its Senior Secured Notes Due April 1, 2004 (herein called
the "Securities"), limited (except as otherwise provided in the Indenture
referred to below) in aggregate original

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                                       A-4
<PAGE>


principal amount to $29,500,000 (plus the aggregate amount of all Secondary
Securities issued), issued under an indenture (herein called the "Indenture"),
dated as of April 1, 1997, among the Company, the Guarantors listed therein and
The Bank of New York, a banking corporation organized and existing under the
laws of the State of New York, as trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The terms and conditions of the Indenture are incorporated herein by
this reference, and by acceptance hereof, the Holder of this Security assents to
all of the terms and conditions of the Indenture. Certain capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

     The Securities are subject to voluntary redemption upon not less than 30
nor more than 60 days' notice to each Holder of Securities to be redeemed by
first-class mail, at any time, as a whole or in part, at the election of the
Company, except in respect of redemptions under Sections 423 or 425, at a
Redemption Price equal to 101% of the principal amount being redeemed, together
in the case of any such redemption with accrued interest thereon to the
Redemption Date, all as provided in the Indenture. In addition, upon the
occurrence of any Asset Sale, receipt of Net Insurance Proceeds or the issuance
of any new equity securities of the Company, the Company may, and in certain
circumstances shall be required to, offer to redeem Securities in accordance
with the terms of the Indenture.

     In the case of any redemption of Securities, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Date referred to on the
face hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date fixed for redemption.

     In the event of redemption of this Security in part only, a new Security or
Securities in an aggregate principal amount equal to and in exchange for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

     If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared and become, due and payable in the manner and
with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Requisite Holders. The Indenture
also contains provisions permitting the Requisite Holders, on behalf of the
Holders of all of the Securities, to waive compliance by

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                                    A-5
<PAGE>



the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and the consequences of such defaults. Any such consent or
waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company on the
terms set forth in the Indenture, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times (subject to any
grace periods), place, and rate, and in the manner, prescribed herein and in the
Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable on the Security Register of
the Company, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Trustee duly executed by, the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     Except in respect of Secondary Securities, the Securities are issuable only
in registered form without coupons in any denomination of $250,000 or more. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of any authorized denomination, as requested by the Holder
surrendering the same.

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

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

     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).

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                                       A-6
<PAGE>


     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: SLM International,
Inc., 77 Route 25, Pierson Industrial Park, Bradford, Vermont 05033, Attention:
Russell J. David, Vice President-Finance.

                 [FORM OF NOTATION ON NOTE RELATING TO GUARANTY]

     Sport Maska Inc., Maska U.S., Inc., #1 Apparel, Inc., #1 Apparel Canada
Inc., SLM Trademark Acquisition Corp. and SLM Trademark Acquisition Canada
Corporation (hereinafter referred to as the "Guarantors," which term includes
any successor or additional Person under the Indenture referred to in the
Security upon which this notation is endorsed) have unconditionally guaranteed
(i) the due and punctual payment of the principal of and interest on the
Securities, whether at stated maturity, by acceleration, declaration or
otherwise, the due and punctual payment of on the overdue principal of and
interest on the Securities, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Article Ten of the
Indenture, and (ii) in case of any extension of time of payment or renewal of
any Securities or any of such other obligations, that the same will promptly be
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.

     The obligations of each Guarantor to the Holders and the Trustee pursuant
to the Guaranties and the Indenture are expressly set forth in Article Ten of
the Indenture and reference is hereby made to such Indenture for the precise
terms of the Guaranties made therein.

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

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<PAGE>


                                    SPORT MASKA INC.,
                                    as Guarantor

                                    By:____________________________
                                       Name:
                                       Title:


                                    MASKA U.S., INC.,
                                    as Guarantor

                                    By:____________________________
                                       Name:
                                       Title:


                                    #1 APPAREL, INC.,
                                    as Guarantor

                                    By:____________________________
                                       Name:
                                       Title:


                                    #1 APPAREL CANADA INC.,
                                    as Guarantor

                                    By:__________________________
                                       Name:
                                       Title:


                                    SLM TRADEMARK ACQUISITION CORP.,
                                    as Guarantor

                                    By:____________________________
                                       Name:
                                       Title:


                                    SLM TRADEMARK ACQUISITION CANADA
                                    CORPORATION,
                                    as Guarantor

                                    By:____________________________
                                       Name:
                                       Title:

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<PAGE>


                                 ASSIGNMENT FORM

            I/We assign and transfer this Security to:

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

            Insert assignee's soc. sec. or tax ID no.:_____________

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

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

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

and irrevocably appoint____________________________________________

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

Dated: ______________  Signed:_____________________________

______________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

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<PAGE>


                      NOTICE OF HOLDER TO ELECT REDEMPTION

     If you want to elect to have this Security purchased or redeemed by the
Company pursuant to Sections 423 or 425 of the Indenture, check the box and
complete the following:

__ an election to require redemption is hereby being made.

$_________________ (principal amount of this Security with respect to which
                   an election to require redemption is being made)

Dated: ______________  Signed:_____________________________

______________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

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