<PAGE>   1
                                                                     EXHIBIT 4.4

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




                                    INDENTURE



                           DATED AS OF MARCH 29, 2000


                                      AMONG


                 SOVEREIGN SPECIALTY CHEMICALS, INC., AS ISSUER,


                           THE GUARANTORS NAMED HEREIN


                                       AND


                        THE BANK OF NEW YORK, AS TRUSTEE


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

                               UP TO $200,000,000



              11 7/8% SENIOR SUBORDINATED NOTES DUE 2010, SERIES A
              11 7/8% SENIOR SUBORDINATED NOTES DUE 2010, SERIES B




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<PAGE>   2
                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                      INDENTURE
   ACT SECTION                                                                        SECTION
----------------                                                                     ---------
<S>                                                                                  <C>
ss.310(a)(1)....................................................................     7.10
      (a)(2)....................................................................     7.10
      (a)(3)....................................................................     N.A.
      (a)(4)....................................................................     N.A.
      (a)(5)....................................................................     7.08, 7.10.
      (b).......................................................................     7.08; 7.10; 13.02
      (c).......................................................................     N.A.
ss.311(a).......................................................................     7.11
      (b).......................................................................     7.11
      (c).......................................................................     N.A.
ss.312(a).......................................................................     2.05
      (b).......................................................................     13.03
      (c).......................................................................     13.03
ss.313(a).......................................................................     7.06
      (b)(1)....................................................................     7.06
      (b)(2)....................................................................     7.06
      (c).......................................................................     7.06; 13.02
      (d).......................................................................     7.06
ss.314(a).......................................................................     4.11; 4.12; 13.02
      (b).......................................................................     N.A.
      (c)(1)....................................................................     13.04; 13.05
      (c)(2)....................................................................     13.04; 13.05
      (c)(3)....................................................................     N.A.
      (d).......................................................................     N.A.
      (e).......................................................................     13.05
      (f).......................................................................     N.A.
ss.315(a).......................................................................     7.01(b)
      (b).......................................................................     7.05; 13.02
      (c).......................................................................     7.01(a)
      (d).......................................................................     7.01(c)
      (e).......................................................................     6.11
ss.316(a)(last sentence)........................................................     2.09
      (a)(1)(A).................................................................     6.05
      (a)(1)(B).................................................................     6.04
      (a)(2)....................................................................     10.02
      (b).......................................................................     6.07
      (c).......................................................................     10.04
ss.317(a)(1)....................................................................     6.08
      (a)(2)....................................................................     6.09
      (b).......................................................................     2.04
ss.318(a).......................................................................     13.01
</TABLE>

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


<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                              ARTICLE ONE

                                               DEFINITIONS AND INCORPORATION BY REFERENCE

<S>     <C>                                                                                                  <C>
SECTION 1.01.           Definitions...........................................................................1
SECTION 1.02.           Incorporation by Reference of Trust Indenture Act....................................29
SECTION 1.03.           Rules of Construction................................................................29

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.           Form and Dating......................................................................30
SECTION 2.02.           Execution and Authentication.........................................................31
SECTION 2.03.           Registrar and Paying Agent...........................................................32
SECTION 2.04.           Paying Agent To Hold Assets in Trust.................................................33
SECTION 2.05.           Holder Lists.........................................................................33
SECTION 2.06.           Transfer and Exchange................................................................33
SECTION 2.07.           Replacement Notes....................................................................34
SECTION 2.08.           Outstanding Notes....................................................................34
SECTION 2.09.           Treasury Notes.......................................................................35
SECTION 2.10.           Temporary Notes......................................................................35
SECTION 2.11.           Cancellation.........................................................................35
SECTION 2.12.           Defaulted Interest...................................................................36
SECTION 2.13.           CUSIP Number.........................................................................36
SECTION 2.14.           Deposit of Moneys....................................................................36
SECTION 2.15.           Book-Entry Provisions for Global Notes...............................................37
SECTION 2.16.           Registration of Transfers and Exchanges..............................................38

                                                           ARTICLE THREE

                                                             REDEMPTION

SECTION 3.01.           Notices to Trustee...................................................................43
SECTION 3.02.           Selection of Notes To Be Redeemed....................................................43
SECTION 3.03.           Notice of Redemption.................................................................44
SECTION 3.04.           Effect of Notice of Redemption.......................................................45
SECTION 3.05.           Deposit of Redemption Price..........................................................45
SECTION 3.06.           Notes Redeemed in Part...............................................................45
</TABLE>



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<TABLE>
<CAPTION>
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                                                                                                            ----

                                                          ARTICLE FOUR

                                                           COVENANTS
<S>     <C>                                                                                                 <C>
SECTION 4.01.           Payment of Notes.....................................................................45
SECTION 4.02.           Maintenance of Office or Agency......................................................46
SECTION 4.03.           Transactions with Affiliates.........................................................46
SECTION 4.04.           Limitation on Indebtedness...........................................................47
SECTION 4.05.           Disposition of Proceeds of Asset Sales...............................................50
SECTION 4.06.           Limitation on Restricted Payments....................................................52
SECTION 4.07.           Corporate Existence..................................................................56
SECTION 4.08.           Payment of Taxes and Other Claims....................................................56
SECTION 4.09.           Notice of Defaults...................................................................57
SECTION 4.10.           Maintenance of Properties and Insurance..............................................57
SECTION 4.11.           Compliance Certificate...............................................................58
SECTION 4.12.           Provision of Financial Information...................................................58
SECTION 4.13.           Waiver of Stay, Extension or Usury Laws..............................................59
SECTION 4.14.           Change of Control....................................................................59
SECTION 4.15.           Limitation on Layering...............................................................60
SECTION 4.16.           Limitations on Dividend and Other Payment Restrictions Affecting Restricted
                           Subsidiaries......................................................................61
SECTION 4.17.           Designation of Unrestricted Subsidiaries.............................................62
SECTION 4.18.           Limitation on Liens..................................................................63
SECTION 4.19.           Guaranty of Notes by Restricted Subsidiaries.........................................63
SECTION 4.20.           Limitation on the Sale or Issuance of Preferred Equity Interests of Restricted
                           Subsidiaries......................................................................64

                                                        ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.           Mergers, Sale of Assets, etc.........................................................64
SECTION 5.02.           Successor Corporation Substituted....................................................66

                                                        ARTICLE SIX

                                                   DEFAULT AND REMEDIES

SECTION 6.01.           Events of Default....................................................................66
SECTION 6.02.           Acceleration.........................................................................68
SECTION 6.03.           Other Remedies.......................................................................69
SECTION 6.04.           Waiver of Past Default...............................................................70
SECTION 6.05.           Control by Majority..................................................................70
</TABLE>


                                      -ii-
<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                     <C>                                                                                 <C>
SECTION 6.06.           Limitation on Suits..................................................................70
SECTION 6.07.           Rights of Holders To Receive Payment.................................................71
SECTION 6.08.           Collection Suit by Trustee...........................................................71
SECTION 6.09.           Trustee May File Proofs of Claim.....................................................72
SECTION 6.10.           Priorities...........................................................................72
SECTION 6.11.           Undertaking for Costs................................................................72

                                                           ARTICLE SEVEN

                                                              TRUSTEE

SECTION 7.01.           Duties of Trustee....................................................................73
SECTION 7.02.           Rights of Trustee....................................................................74
SECTION 7.03.           Individual Rights of Trustee.........................................................75
SECTION 7.04.           Trustee's Disclaimer.................................................................75
SECTION 7.05.           Notice of Defaults...................................................................76
SECTION 7.06.           Reports by Trustee to Holders........................................................76
SECTION 7.07.           Compensation and Indemnity...........................................................76
SECTION 7.08.           Replacement of Trustee...............................................................78
SECTION 7.09.           Successor Trustee by Merger, etc.....................................................79
SECTION 7.10.           Eligibility; Disqualification........................................................79
SECTION 7.11.           Preferential Collection of Claims Against Company....................................79

                                                           ARTICLE EIGHT

                                                       SUBORDINATION OF NOTES

SECTION 8.01.           Notes Subordinated to Senior Indebtedness............................................79
SECTION 8.02.           No Payment on Notes in Certain Circumstances.........................................80
SECTION 8.03.           Payment Over of Proceeds upon Dissolution, etc.......................................81
SECTION 8.04.           Subrogation..........................................................................82
SECTION 8.05.           Obligations of Company Unconditional.................................................83
SECTION 8.06.           Notice to Trustee....................................................................83
SECTION 8.07.           Reliance on Judicial Order or Certificate of Liquidating Agent.......................84
SECTION 8.08.           Trustee's Relation to Senior Indebtedness............................................85
SECTION 8.09.           Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
                           Senior Indebtedness...............................................................85
SECTION 8.10.           Holders Authorize Trustee To Effectuate Subordination of Notes.......................85
SECTION 8.11.           This Article Not To Prevent Events of Default........................................86
SECTION 8.12.           Trustee's Compensation Not Prejudiced................................................86
SECTION 8.13.           No Waiver of Subordination Provisions................................................86
</TABLE>


                                     -iii-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>     <C>                                                                                                 <C>
SECTION 8.14.           Subordination Provisions Not Applicable to Money Held in Trust for Holders; Payments
                           May Be Paid Prior to Dissolution..................................................86
SECTION 8.15.           Acceleration of Notes................................................................87

                                                            ARTICLE NINE

                                                       DISCHARGE OF INDENTURE

SECTION 9.01.           Termination of Company's Obligations.................................................87
SECTION 9.02.           Application of Trust Money...........................................................89
SECTION 9.03.           Repayment to Company.................................................................89
SECTION 9.04.           Reinstatement........................................................................89

                                                            ARTICLE TEN

                                                AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.          Without Consent of Holders...........................................................90
SECTION 10.02.          With Consent of Holders..............................................................91
SECTION 10.03.          Compliance with Trust Indenture Act..................................................92
SECTION 10.04.          Revocation and Effect of Consents....................................................93
SECTION 10.05.          Notation on or Exchange of Notes.....................................................93
SECTION 10.06.          Trustee To Sign Amendments, etc......................................................93

                                                           ARTICLE ELEVEN

                                                              GUARANTY

SECTION 11.01.          Unconditional Guaranty...............................................................94
SECTION 11.02.          Severability.........................................................................95
SECTION 11.03.          Release of a Guarantor...............................................................95
SECTION 11.04.          Limitation of Guarantor's Liability..................................................96
SECTION 11.05.          Contribution.........................................................................96
SECTION 11.06.          Execution of Note Guarantee..........................................................96
SECTION 11.07.          Subordination of Subrogation and Other Rights........................................97

                                                           ARTICLE TWELVE

                                                     SUBORDINATION OF GUARANTY

SECTION 12.01.          Guaranty Obligations Subordinated to Guarantor Senior Indebtedness...................97
</TABLE>


                                      -iv-
<PAGE>   7

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>     <C>                                                                                                 <C>
SECTION 12.02.          Payment Over of Proceeds upon Dissolution, etc.......................................97
SECTION 12.03.          Subrogation..........................................................................99
SECTION 12.04.          Obligations of Guarantors Unconditional..............................................99
SECTION 12.05.          Notice to Trustee...................................................................100
SECTION 12.06.          Reliance on Judicial Order or Certificate of Liquidating Agent......................101
SECTION 12.07.          Trustee's Relation to Guarantor Senior Indebtedness.................................101
SECTION 12.08.          Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders
                           of Guarantor Senior Indebtedness.................................................102
SECTION 12.09.          Holders Authorize Trustee To Effectuate Subordination of Guaranty...................102
SECTION 12.10.          This Article Not To Prevent Events of Default.......................................102
SECTION 12.11.          Trustee's Compensation Not Prejudiced...............................................102
SECTION 12.12.          No Waiver of Guaranty Subordination Provisions......................................102
SECTION 12.13.          Payments May Be Paid Prior to Dissolution...........................................103

                                                          ARTICLE THIRTEEN

                                                           MISCELLANEOUS

SECTION 13.01.          Trust Indenture Act Controls........................................................103
SECTION 13.02.          Notices.............................................................................104
SECTION 13.03.          Communications by Holders with Other Holders........................................105
SECTION 13.04.          Certificate and Opinion as to Conditions Precedent..................................105
SECTION 13.05.          Statements Required in Certificate or Opinion.......................................106
SECTION 13.06.          Rules by Trustee, Paying Agent, Registrar...........................................106
SECTION 13.07.          Governing Law.......................................................................106
SECTION 13.08.          No Recourse Against Others..........................................................106
SECTION 13.09.          Successors..........................................................................107
SECTION 13.10.          Counterpart Originals...............................................................107
SECTION 13.11.          Severability........................................................................107
SECTION 13.12.          No Adverse Interpretation of Other Agreements.......................................107
SECTION 13.13.          Legal Holidays......................................................................107

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

EXHIBIT A          Form of Series A Note....................................................................A-1
EXHIBIT B          Form of Series B Note....................................................................B-1
EXHIBIT C          Form of Legend for Global Notes..........................................................C-1
EXHIBIT D          Form of Transfer Certificate.............................................................D-1
EXHIBIT E          Form of Certificate for Regulation S Transfers...........................................E-1
</TABLE>

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

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

                                      -v-


<PAGE>   8


     INDENTURE dated as of March 29, 2000, among SOVEREIGN SPECIALTY CHEMICALS,
INC., a Delaware corporation (the "Company"), the GUARANTORS named herein and
THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee").

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


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.  Definitions.

     "Accounts Receivable Subsidiary" means any Subsidiary of the Company that
is, directly or indirectly, wholly owned by the Company (other than directors'
qualifying shares) and engaged solely in (1) purchasing, financing and
collecting accounts receivable obligations of customers of the Company or its
Subsidiaries, (2) the sale or financing of such accounts receivable or interest
therein and (3) other activities incident thereto.

     "Acquired Indebtedness" means Indebtedness of a Person (1) assumed in
connection with an Acquisition from such Person or (2) existing at the time such
Person becomes a Restricted Subsidiary or is merged or consolidated with or into
the Company or any Restricted Subsidiary.

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

     "Acquisition" means (1) any capital contribution (by means of transfers of
cash or other property to others or payments for property or services for the
account or use of others, or otherwise) by the Company or any Restricted
Subsidiary to any other Person, or any acquisition or purchase of Equity
Interests of any other Person by the Company or any Restricted Subsidiary, in
either case pursuant to which such Person shall become a Restricted Subsidiary
or shall be consolidated with or merged into the Company or any Restricted
Subsidiary or (2) any acquisition by the Company or any Restricted Subsidiary of
the assets of any Person which constitute substantially all of an operating unit
or line of business of such Person or which is otherwise outside of the ordinary
course of business.

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


<PAGE>   9
                                      -2-

     "Additional Notes" see Section 2.02.

     "AEA" means AEA Investors Inc., a Delaware corporation, or any legal
successor thereto as a result of a reorganization thereof that does not involve
any change in control thereof.

     "Affiliate" of any specified person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that (i) only for purposes of compliance with Section 4.03, beneficial ownership
of 15.0% or more of the then outstanding Equity Interests of a Person shall be
deemed to be control; and (ii) no individual, other than a director of the
Company or an officer of the Company with a policy making function, shall be
deemed an Affiliate of the Company or any of its Subsidiaries, solely by reason
of such individual's employment, position or responsibilities by or with respect
to the Company or any of its Subsidiaries.

     "Affiliate Transaction" see Section 4.03.

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

     "Asset Sale" means any direct or indirect sale, conveyance, transfer, lease
(that has the effect of a disposition) or other disposition (including, without
limitation, any merger, consolidation or sale-leaseback transaction) to any
Person other than the Company or a Wholly Owned Restricted Subsidiary, in one
transaction or a series of related transactions, of (1) any Equity Interest of
any Restricted Subsidiary; (2) any material license, franchise or other
authorization of the Company or any Restricted Subsidiary; (3) any assets of the
Company or any Restricted Subsidiary which constitute substantially all of an
operating unit or line of business of the Company or any Restricted Subsidiary;
or (4) any other property or asset of the Company or any Restricted Subsidiary
outside of the ordinary course of business (including the receipt of proceeds
paid on account of the loss of or damage to any property or asset and awards of
compensation for any asset taken by condemnation, eminent domain or similar
proceedings). For the purposes of this definition, the term "Asset Sale" shall
not include (A) any transaction consummated in compliance with Section 5.01 and
the creation of any Lien not prohibited by Section 4.18; provided, however, that
any transaction consummated in compliance with Section 5.01 involving a sale,
conveyance, assignment, transfer, lease or other disposal of less than all of
the properties or assets of the Company shall be deemed to be an Asset Sale with
respect to the properties or assets of the Company and the


<PAGE>   10

                                      -3-

Restricted Subsidiaries that are not so sold, conveyed, assigned, transferred,
leased or otherwise disposed of in such transaction; (B) sales of property or
equipment that has become worn out, obsolete or damaged or otherwise unsuitable
for use in connection with the business of the Company or any Restricted
Subsidiary; (C) any transaction consummated in compliance with Section 4.06; (D)
sales of accounts receivable for cash at Fair Market Value; (E) any sale,
conveyance or transfer of accounts receivable in the ordinary course of business
to an Accounts Receivable Subsidiary or to third parties that are not Affiliates
of the Company or any Subsidiary of the Company; (F) any transaction or series
of related transactions involving assets with a Fair Market Value not in excess
of $500,000; (G) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of similar replacement equipment; (H) in the ordinary course of
business, the license of patents, trademarks, copyrights and know-how to third
Persons; (I) a Restricted Payment that is permitted by Section 4.06; and (J) the
sale, conveyance, transfer or disposition by the Company or a Restricted
Subsidiary (1) constituting or pursuant to a Permitted Lien or (2) of Equity
Interests in an Unrestricted Subsidiary.

     "Bankruptcy Law" see Section 6.01.

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

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

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

     "Capital Expenditure Indebtedness" means any Indebtedness of the Company or
any Restricted Subsidiary (whether consisting of Capital Lease Obligations,
Purchase Money Indebtedness or otherwise) incurred (x) for the purpose of
refinancing all or any part of the purchase price, cost of construction or
improvement of any fixed or capital assets used in a Related Business and (y) no
later than 180 days after the date of such acquisition or the date of completion
of such construction or improvement.

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


<PAGE>   11

                                      -4-

     "Cash Equivalents" means: (1) U.S. dollars and any other currency that is
convertible into U.S. dollars without legal restrictions and which is utilized
by the Company or any of the Restricted Subsidiaries in the ordinary course of
its business; (2) securities issued or directly and fully guarantied or insured
by the U.S. government or any agency or instrumentality thereof having
maturities of not more than one year from the date of acquisition; (3)
certificates of deposit and time deposits with maturities of one year or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
one year and overnight bank deposits, in each case with any commercial bank
having capital and surplus in excess of $500.0 million (or the foreign currency
equivalent thereof); (4) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (2) and
(3) above entered into with any financial institution meeting the qualifications
specified in clause (3) above; (5) commercial paper rated P-1, A-1 or the
equivalent thereof by Moody's Investors Service, Inc. or Standard & Poor's
Ratings Group, respectively, and in each case maturing within one year after the
date of acquisition; (6) any money market deposit accounts issued or offered by
a financial institution meeting the qualifications specified in clause (3)
above; (7) investments in funds investing primarily in investments of the type
described in clauses (1) through (6); and (8) other short-term investments
utilized by Foreign Subsidiaries in accordance with normal investment practices
for cash management not exceeding a dollar equivalent amount of $1,000,000 in
the aggregate principal amount outstanding at any time.

     "Clearstream" means Clearstream Banking, societe anonyme.

     "Change of Control" means the occurrence of any of the following events
(whether or not approved by the Board of Directors of the Company): (1) any
Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
including any group acting for the purpose of acquiring, holding or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other
than one or more Permitted Holders, is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have "beneficial ownership" of all shares that any such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total voting power of the then outstanding Voting Equity Interests of the
Company or, so long as Holdings owns a majority of the Voting Equity Interests
of the Company, Holdings (or, for so long as Holdings is a limited liability
company, its managing member); (2) the Company consolidates with, or merges with
or into, another Person (other than a Guarantor which is a Wholly Owned
Restricted Subsidiary) or the Company or the Restricted Subsidiaries sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of the assets of the Company and the Restricted Subsidiaries (determined on a
consolidated basis) to any Person (other than the Company or a Guarantor which
is a Wholly Owned Restricted Subsidiary), other than any such transaction


<PAGE>   12

                                      -5-

where immediately after such transaction the Person or Persons that
"beneficially owned" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have "beneficial ownership" of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time) immediately prior to
such transaction, directly or indirectly, the then outstanding Voting Equity
Interests of the Company "beneficially own" (as so determined), directly or
indirectly, a majority of the total voting power of the then outstanding Voting
Equity Interests of the surviving or transferee Person; or (3) following the
first public offering of Voting Equity Interests of the Company, during any
period of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
of the directors of the Company then still in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.

     "Change of Control Date" see Section 4.14.

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

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

     "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of Consolidated EBITDA for the four quarter
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination (the "Four Quarter Period") to (ii) Consolidated
Interest Expense for such Four Quarter Period; provided, however, that (1) if
the Company or any Restricted Subsidiary has incurred any Indebtedness since the
beginning of such Four Quarter Period that remains outstanding on such date of
determination or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such Four Quarter Period shall be
calculated after giving effect on a pro forma basis to such Indebtedness as if
such Indebtedness had been Incurred on the first day of such Four Quarter Period
and the discharge of any other Indebtedness repaid, repurchased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had
occurred on the first day of such Four Quarter Period, (2) if the Company or any
Restricted Subsidiary has repaid, repurchased, defeased, retired or otherwise
discharged (a "Discharge") any


<PAGE>   13

                                      -6-

Indebtedness since the beginning of such Four Quarter Period that no longer
remains outstanding on such date of determination or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio involves a
Discharge of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense
for such Four Quarter Period shall be calculated after giving effect on a pro
forma basis to such Discharge of Indebtedness, including with the proceeds of
any new Indebtedness, as if such Discharge (and Incurrence of new Indebtedness,
if any) had occurred on the first day of such Four Quarter Period, (3) if since
the beginning of such Four Quarter Period the Company or any Restricted
Subsidiary shall have disposed of any business or group of assets in any Asset
Sale, the Consolidated EBITDA for such Four Quarter Period shall be reduced by
an amount equal to the Consolidated EBITDA (if positive) directly attributable
to the assets that are the subject of such Asset Sale for such Four Quarter
Period or increased by an amount equal to the Consolidated EBITDA (if negative)
directly attributable thereto for such Four Quarter Period and Consolidated
Interest Expense for such Four Quarter Period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased or
otherwise discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Sale for such Four Quarter Period
(or, if the Equity Interests of any Restricted Subsidiary are sold, the
Consolidated Interest Expense for such Four Quarter Period directly attributable
to the Indebtedness of such Restricted Subsidiary to the extent the Company and
its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale), (4) if since the beginning of such Four Quarter
Period the Company or any Restricted Subsidiary (by merger or otherwise) shall
have made an Investment in any Restricted Subsidiary (or any Person that becomes
a Restricted Subsidiary) or an acquisition of assets, including any acquisition
of assets occurring in connection with a transaction causing a calculation to be
made hereunder, which constitutes all or substantially all of an operating unit
of a business, Consolidated EBITDA and Consolidated Interest Expense for such
Four Quarter Period shall be calculated after giving pro forma effect thereto
(including the Incurrence of any Indebtedness) as if such Investment or
acquisition occurred on the first day of such Four Quarter Period and (5) if
since the beginning of such Four Quarter Period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such Four Quarter Period) shall
have made any Asset Sale or any Investment or acquisition of assets that would
have required an adjustment pursuant to clause (3) or (4) above if made by the
Company or a Restricted Subsidiary during such Four Quarter Period, Consolidated
EBITDA and Consolidated Interest Expense for such Four Quarter Period shall be
calculated after giving pro forma effect thereto as if such Asset Sale,
Investment or acquisition of assets occurred on, with respect to any Investment
or acquisition, the first day of such Four Quarter Period and, with respect to
any Asset Sale, the day prior to the first day of such Four Quarter Period. For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings and any cost savings
relating thereto and the amount of


<PAGE>   14

                                      -7-

Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any agreement under which Hedging Obligations
relating to interest are outstanding applicable to such Indebtedness if such
agreement under which such Hedging Obligations are outstanding has a remaining
term as at the date of determination in excess of 12 months).

     "Consolidated EBITDA" means, for any period, the Consolidated Net Income
for such period, minus any non-cash item increasing Consolidated Net Income
during such period, plus the following to the extent deducted in calculating
such Consolidated Net Income: (1) Consolidated Income Tax Expense for such
period; (2) Consolidated Interest Expense for such period; (3) depreciation
expense for such period; (4) amortization expense for such period; and (5) all
other non-cash items reducing Consolidated Net Income for such period (other
than any non-cash item requiring an accrual or a reserve for cash disbursements
in any future period (other than non-cash, non-recurring items related to
restructuring operations (including severance payments) of the Company or any
Restricted Subsidiary ("restructuring charges") provided that any cash
disbursements relating to any such restructuring charges shall (notwithstanding
GAAP or any other provision of this Indenture), without duplication, reduce
Consolidated EBITDA when made)).

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

     "Consolidated Interest Expense" means, with respect to the Company for any
period, without duplication, the sum of (1) the interest expense of the Company
and the Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP, including, without limitation, (a) the net cost
under Hedging Obligations relating to interest, (b) the interest portion of any
deferred payment obligation, (c) all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and (d) all capitalized interest and all accrued interest, but excluding (I)
amortization of fees and expenses incurred in connection with the Company
entering into a new credit agreement at the time of the acquisition by Holdings
of approximately 75% of the Company's capital stock or the offering of the
Notes, (II) interest expense on deferred compensation or customer deposits and
(III) amortization of deferred financing costs, discounts and other non-cash
interest expense; (2) the interest component of Capital Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by the Company and the Restricted
Sub-


<PAGE>   15
                                      -8-

sidiaries during such period as determined on a consolidated basis in accordance
with GAAP and (3) dividends and distributions in respect of Disqualified Equity
Interests of the Company (other than dividends or distributions consisting
solely of Qualified Equity Interests) during such period as determined on a
consolidated basis in accordance with GAAP.

     "Consolidated Leverage Ratio" means, on any date of determination, the
ratio of (i) the aggregate amount of Indebtedness of the Company and the
Restricted Subsidiaries on a consolidated basis outstanding on such date to (ii)
the aggregate amount of Consolidated EBITDA for the then most recent Four
Quarter Period; provided, however, that (1) if since the beginning of such Four
Quarter Period the Company or any Restricted Subsidiary shall have disposed of
any business or group of assets in any Asset Sale, the Consolidated EBITDA for
such Four Quarter Period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) directly attributable to the assets that are the subject of
such Asset Sale for such Four Quarter Period or increased by an amount equal to
the Consolidated EBITDA (if negative) directly attributable thereto for such
Four Quarter Period, (2) if since the beginning of such Four Quarter Period the
Company or any Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any Person that becomes a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder, which constitutes all or substantially all of an operating unit of a
business, Consolidated EBITDA for such Four Quarter Period shall be calculated
after giving pro forma effect thereto as if such Investment or acquisition
occurred on the first day of such Four Quarter Period and (3) if since the
beginning of such Four Quarter Period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such Four Quarter Period) shall have made any
Asset Sale or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (1) or (2) above if made by the Company or a
Restricted Subsidiary during such Four Quarter Period, Consolidated EBITDA for
such Four Quarter Period shall be calculated after giving pro forma effect
thereto as if such Asset Sale, Investment or acquisition of assets occurred on,
with respect to any Investment or acquisition, the first day of such Four
Quarter Period and, with respect to any Asset Sale, the day prior to the first
day of such Four Quarter Period. For purposes of this definition, whenever pro
forma effect is to be given to an acquisition of assets, the amount of income or
earnings and any cost savings relating thereto the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company.

     "Consolidated Net Income" means, for any period, the consolidated net
income (loss) of the Company and the Restricted Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income: (1) any net
income (loss) of any Person if such Person is not the Company or a Restricted
Subsidiary, except that subject to the limitations


<PAGE>   16

                                      -9-

contained in clause (4) below, the Company's equity in the net income of any
such Person for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash actually distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Restricted Subsidiary, to the limitations contained in clause (3) below); (2)
any net income (loss) of any person acquired by the Company or a Restricted
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition; (3) any net income (loss) of any Restricted Subsidiary
if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Company except that
subject to the limitations contained in clause (4) below, the Company's equity
in the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period to
the Company or another Restricted Subsidiary as a dividend (subject, in the case
of a dividend that could have been made to another Restricted Subsidiary, to the
limitation contained in this clause); (4) any gain or loss realized upon the
sale or other disposition of any asset of the Company or the Restricted
Subsidiaries (including pursuant to any sale/leaseback transaction) that is not
sold or otherwise disposed of in the ordinary course of business and any gain or
loss realized upon the sale or other disposition of any Equity Interests of any
Person; (5) any extraordinary gain or loss; (6) the cumulative effect of a
change in accounting principles; (7) all deferred financing costs written off in
connection with the early extinguishment of Indebtedness under the Company's
former credit agreement that was repaid and terminated on December 30, 1999, the
Company's 9 1/2% notes due 2007, the Senior Credit Agreement or the Notes as
recorded on the statement of operations in accordance with GAAP; (8)
non-recurring charges related to any Acquisition by the Company or any
Restricted Subsidiary occurring after the Issue Date as recorded on the
statement of operations in accordance with GAAP; (9) non-cash, non-recurring
charges as recorded on the statement of operations in accordance with GAAP; (10)
unrealized gains or losses in respect of Hedge Agreements permitted by clause
(7) of Section 4.04 as recorded on the statement of operations in accordance
with GAAP; and (11) unrealized foreign currency transaction gains or losses in
respect of Indebtedness of any Person denominated in a currency other than the
functional currency of such Person and permitted to be Incurred by Section 4.04
as recorded on the statement of operations in accordance with GAAP; provided
that in the case of clauses (7), (8), (9), (10) and (11) such amount or charge
shall be net of any tax or tax benefit to the Company or any of its consolidated
Subsidiaries resulting therefrom.

     "Consolidated Net Tangible Assets" means, with respect to any Person, the
total assets minus unamortized deferred tax assets, goodwill, patents,
trademarks, service marks, trade names, copyrights and all other items which
would be treated as intangibles, in each case


<PAGE>   17

                                      -10-

on the most recent consolidated balance sheet of such Person and its Restricted
Subsidiaries prepared in accordance with GAAP.

     "Contingent Note" means the $7.5 million subordinated note issued by
Holdings to Sovereign Specialty Chemicals, L.P., payable upon the acquisition of
all or substantially all of the assets described therein and upon the conditions
described therein as in effect on the Issue Date.

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

     "Custodian" see Section 6.01.

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

     "Defeasance Trust Payment" see Section 8.02.

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

     "Designated Senior Indebtedness" means (1) any Indebtedness outstanding
under the Senior Credit Facility and (2) any other Senior Indebtedness which, at
the time of determination, has an aggregate principal amount outstanding,
together with any commitments to lend additional amounts, of at least $15.0
million, if the instrument governing such Senior Indebtedness expressly states
that such Indebtedness is "Designated Senior Indebtedness" for purposes of this
Indenture and a Board Resolution setting forth such designation by the Company
has been filed with the Trustee.

     "Designation" see Section 4.17.

     "Designation Amount" see Section 4.17.

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

     "Disqualified Equity Interest" means any Equity Interest which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable at


<PAGE>   18

                                      -11-

the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable, at the option of the holder thereof, in whole or in
part, or exchangeable into Indebtedness on or prior to the Maturity Date of the
Notes; provided that any Equity Interest that would not constitute Disqualified
Equity Interests but for provisions thereof giving holders thereof the right to
require the issuer to purchase or redeem such Equity Interests upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
Maturity Date of the Notes shall not constitute Disqualified Equity Interests if
(1) the "asset sale" or "change of control" provisions applicable to such Equity
Interest are not more favorable in any respect to the holders of such Equity
Interests than the terms applicable to the Notes and described in Sections 4.05
and 4.14 and (2) any such requirement only becomes operative after compliance
with such terms applicable to the Notes, including the purchase of any Notes
tendered in respect of any Offer.

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

     "Equity Offering" means, with respect to the Company, (1) an underwritten
primary public or private offering of Qualified Equity Interests of the Company
or (2) a purchase of Qualified Equity Interests of the Company which results in
net cash proceeds to the Company of at least $25.0 million by any Person which
(A) has a common equity market capitalization in excess of $500 million and (B)
is engaged in a Related Business.

     "Euroclear" means Morgan Guaranty Trust Company of New York (Brussels
office) as operator of the Euroclear System.

     "Event of Default" see Section 6.01.

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

     "Exchange Notes" means the 11 7/8% Senior Subordinated Notes due 2010,
Series B, to be issued in exchange for the Initial Notes pursuant to the
Registration Rights Agreement.

     "Existing Indebtedness" means any Indebtedness of the Company and the
Restricted Subsidiaries in existence on the Issue Date until such amounts are
repaid; provided that Existing Indebtedness shall not include Indebtedness
repurchased or repaid with the proceeds of the offering of the Notes.


<PAGE>   19

                                      -12-

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

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

     "Foreign Subsidiary" means any Restricted Subsidiary of the Company that is
not organized under the laws of the United States of America or any state
thereof or the District of Columbia.

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

     "Funding Guarantor" see Section 11.05.

     "GAAP" means, at any date of determination, generally accepted accounting
principles in effect in the United States which are applicable at the date of
determination and which are consistently applied for all applicable periods.

     "Global Notes" means one or more Regulation S Global Notes and 144A Global
Notes.

     "Guarantor" means (1) each of the Subsidiaries of the Company (other than
Foreign Subsidiaries) as of the Issue Date and their respective successors, and
(2) each other Restricted Subsidiary, formed, created or acquired before or
after the Issue Date, required to become a Guarantor after the Issue Date
pursuant to Section 4.19.

     "Guarantor Senior Indebtedness" means, with respect to any Guarantor, at
any date, (1) all Obligations of such Guarantor under the Senior Credit
Facility; (2) all Hedging Obligations of such Guarantor; (3) to the extent that
it may constitute Indebtedness, Obligations of such Guarantor under standby
letters of credit; and (4) all other Indebtedness of such Guarantor for borrowed
money, including principal, premium, if any, and interest (including
Post-Petition Interest) on such Indebtedness unless the instrument under which
such Indebtedness of such Guarantor for money borrowed is Incurred expressly
provides that such Indebtedness for money borrowed is not senior or superior in
right of payment to such Guarantor's Guaranty of the Notes, and all renewals,
extensions, modifications, amendments or refi-

<PAGE>   20

                                      -13-

nancings thereof. Notwithstanding the foregoing, Guarantor Senior Indebtedness
shall not include (A) to the extent that it may constitute Indebtedness, any
Obligation for federal, state, local or other taxes; (B) any Indebtedness among
or between such Guarantor and any Subsidiary of such Guarantor; (C) to the
extent that it may constitute Indebtedness, any Obligation in respect of any
trade payable Incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business; (D) Indebtedness evidenced by such
Guarantor's Guaranty of the Notes; (E) Indebtedness of such Guarantor that is
expressly subordinate or junior in right of payment to any other Indebtedness of
such Guarantor; (F) to the extent that it may constitute Indebtedness, any
obligation owing under leases (other than Capital Lease Obligations) or
management agreements; and (G) any obligation that by operation of law is
subordinate to any general unsecured obligations of such Guarantor.

     "guaranty" means, as applied to any obligation, (1) a guaranty (other than
by endorsement of negotiable instruments for collection in the ordinary course
of business), direct or indirect, in any manner, of any part or all of such
obligation and (2) an agreement, direct or indirect, contingent or otherwise,
the practical effect of which is to assure in any way the payment or performance
(or payment of damages in the event of non-performance) of all or any part of
such obligation, including, without limiting the foregoing, the payment of
amounts drawn down by letters of credit. A guaranty shall include, without
limitation, any agreement to maintain or preserve any other Person's financial
condition or to cause any other Person to achieve certain levels of operating
results.

     "Guaranty" means the guaranty of the Notes by each Guarantor under this
Indenture.

     "Hedging Obligations" means, with respect to any Person, the Obligations of
such Person under (1) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (2) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates and (3) foreign currency or commodity hedge, exchange or similar
protection agreements (agreements referred to in this definition being referred
to herein as "Hedging Agreements").

     "Holder" means the registered holder of any Note.

     "Holdings" means SSCI Investors LLC, a Delaware limited liability company,
and its successors.

     "Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guaranty or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obli-


<PAGE>   21
                                      -14-

gation on the balance sheet of such Person (and "Incurrence," "Incurred" and
"Incurring" shall have meanings correlative to the foregoing). Indebtedness of
any Acquired Person or any of its Subsidiaries existing at the time such
Acquired Person becomes a Restricted Subsidiary (or is merged into or
consolidated with the Company or any Restricted Subsidiary), whether or not such
Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Restricted Subsidiary (or
being merged into or consolidated with the Company or any Restricted
Subsidiary), shall be deemed Incurred at the time any such Acquired Person
becomes a Restricted Subsidiary or merges into or consolidates with the Company
or any Restricted Subsidiary.

     "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (1) every obligation of such Person for money borrowed; (2)
every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (3) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person; (4)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding (A) earnout or other similar obligations
until such time as the amount of such obligation is capable of being determined
and its payment is probable, (B) trade accounts payable incurred in the ordinary
course of business and payable in accordance with industry practices, or (C)
other accrued liabilities arising in the ordinary course of business which are
not overdue or which are being contested in good faith); (5) every Capital Lease
Obligation of such Person; (6) every net obligation under Hedging Agreements of
such Person; (7) every obligation of the type referred to in clauses (1) through
(6) of another Person and all dividends of another Person the payment of which,
in either case, such Person has guarantied or is responsible or liable for,
directly or indirectly, as obligor, guarantor or otherwise; and (8) any and all
deferrals, renewals, extensions and refundings of, or amendments, modifications
or supplements to, any liability of the kind described in any of the preceding
clauses (1) through (7) above. Indebtedness (A) shall never be calculated taking
into account any cash and Cash Equivalents held by such Person; (B) shall not
include obligations of any Person (1) arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course of
business, provided that such obligations are extinguished within two Business
Days of their incurrence, (2) resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business and consistent
with past business practices and (3) under stand-by letters of credit to the
extent collateralized by cash or Cash Equivalents; (C) which provides that an
amount less than the principal amount thereof shall be due upon any declaration
of acceleration thereof shall be deemed to be incurred or outstanding in an
amount equal to the accreted value thereof at the date of determination; (D)
shall include the liquidation preference and any mandatory re-


<PAGE>   22

                                      -15-

demption payment obligations in respect of any Disqualified Equity Interests of
the Company or any Preferred Equity Interest of any Restricted Subsidiary; and
(E) shall not include obligations under performance bonds, performance
guaranties, surety bonds and appeal bonds, letters of credit or similar
obligations, incurred in the ordinary course of business. For purposes of
determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness denominated in a foreign currency, the U.S.
dollar-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred if such Indebtedness is
Incurred to refinance other Indebtedness denominated in a foreign currency, and
such refinancing would cause the applicable U.S. dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced. The principal amount of any Indebtedness Incurred
to refinance other Indebtedness, if Incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency
exchange rate applicable to the currencies in which such respective Indebtedness
is denominated that is in effect on the date of such refinancing.

     In addition, for the purpose of avoiding duplication in calculating the
outstanding principal amount of Indebtedness for purposes of Section 4.04,
Indebtedness arising solely by reason of the existence of a Lien permitted under
Section 4.18 to secure other Indebtedness permitted to be Incurred under Section
4.04 will not be considered to be incremental Indebtedness.

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

     "Independent Financial Advisor" means a nationally recognized, accounting,
appraisal, investment banking firm or consultant that is, in the judgment of the
Company's Board of Directors, qualified to perform the task for which it has
been engaged (1) which does not, and whose directors, officers and employees or
Affiliates do not, have a direct or indirect financial interest in the Company
and (2) which, in the judgment of the Board of Directors of the Company, is
otherwise independent and qualified to perform the task for which it is to be
engaged.

     "Initial Notes" means the 11 7/8% Senior Subordinated Notes due 2010,
Series A, of the Company.

     "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and Chase Securities Inc.


<PAGE>   23
                                      -16-

     "Insolvency or Liquidation Proceeding" means, with respect to any Person,
any liquidation, dissolution or winding up of such Person, or any bankruptcy,
reorganization, insolvency, receivership or similar proceeding with respect to
such Person, whether voluntary or involuntary.

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

     "Interest Payment Date" means each semiannual interest payment date on
March 15 and September 15 of each year, commencing September 15, 2000.

     "Interest Record Date" for the interest payable on any Interest Payment
Date (except a date for payment of defaulted interest) means the March 1 or
September 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

     "Investment" means, with respect to any Person, any direct or indirect
loan, advance, guaranty or other extension of credit or capital contribution to
(by means of transfers of cash or other property or assets to others or payments
for property or services for the account or use of others, or otherwise), or
purchase or acquisition of capital stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person. The amount
of any Investment shall be the original cost of such Investment, plus the cost
of all additions thereto, and minus the amount of any portion of such Investment
repaid to such Person in cash as a repayment of principal or a return of
capital, as the case may be, but without any other adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment. In determining the amount of any Investment involving a transfer of
any property or asset other than cash, such property shall be valued at its fair
market value at the time of such transfer, as determined in good faith by the
Board of Directors (or comparable body) of the Person making such transfer.
Investments shall not include loans and advances made to employees to the extent
such loan or advance is used to purchase Qualified Equity Interests from the
Company (provided that any such purchase shall be excluded from clause (III)(B)
of the first paragraph of Section 4.06 until such loan or advance has been
repaid in cash by such employee).

     "Issue Date" means the original issue date of the Notes.

                  "Junior Subordinated Seller Notes" means the $3.0 million
aggregate principal amount 8% Note due 2002 issued by the Company held by
Laporte plc, the $900,000 aggregate principal amount Note due 2000 issued by
Pierce & Stevens held by K.J. Quinn & Co., Inc., and the related obligation to
pay $100,000 to K.J. Quinn & Co. Inc. under the noncompetition agreement entered
into by K.J. Quinn & Co., Inc.


<PAGE>   24
                                      -17-

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

     "Management Agreement" means the Management Agreement dated as of March 9,
2000, between AEA and the Company, as amended or renewed to the extent permitted
under this Indenture.

     "Maturity Date" means March 15, 2010.

     "Net Cash Proceeds" means the aggregate proceeds in the form of cash or
Cash Equivalents received by the Company or any Restricted Subsidiary in respect
of any Asset Sale, including all cash or Cash Equivalents received upon any
sale, liquidation or other exchange of proceeds of Asset Sales received in a
form other than cash or Cash Equivalents, net of (1) the direct costs relating
to such Asset Sale (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof; (2) taxes paid or payable as a result thereof; (3)
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets that were the subject of such Asset Sale; (4)
amounts deemed, in good faith, appropriate by the Board of Directors of the
Company to be provided as a reserve, in accordance with GAAP, against any
liabilities associated with such assets which are the subject of such Asset Sale
(provided that the amount of any such reserves shall be deemed to constitute Net
Cash Proceeds at the time such reserves shall have been released or are not
otherwise required to be retained as a reserve); and (5) cash payments
attributable to Persons owning an interest in the assets subject to the Asset
Sale.

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

     "Obligations" means any principal, interest (including, without limitation,
Post-Petition Interest), penalties, fees, indemnifications, reimbursement
obligations, damages and other liabilities payable under the documentation
governing any Indebtedness.

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

     "Offer to Purchase" means a written offer (the "Offer") sent by or on
behalf of the Company by first-class mail, postage prepaid, to each Holder at
his address appearing in the register for the Notes on the date of the Offer
offering to purchase up to the principal


<PAGE>   25

                                      -18-

amount of Notes specified in such Offer at the purchase price specified in such
Offer (as determined pursuant to this Indenture). Unless otherwise required by
applicable law, the Offer shall specify an expiration date (the "Expiration
Date") of the Offer to Purchase, which shall be not less than 20 Business Days
nor more than 60 days after the date of such Offer, and a settlement date (the
"Purchase Date") for purchase of Notes to occur no later than 5 Business Days
after the Expiration Date. The Company shall notify the Trustee at least 5
Business Days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer of the Company's obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The Offer
shall contain all the information required by applicable law to be included
therein. The Offer shall also contain information concerning the business of the
Company and its Subsidiaries which the Company in good faith believes will
enable such Holders to make an informed decision with respect to the Offer to
Purchase which at a minimum will include (1) the most recent annual and
quarterly financial statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in the documents
required to be filed with the Trustee pursuant to this Indenture (which
requirements may be satisfied by delivery of such documents together with the
Offer), (2) a description of material developments in the Company's business
subsequent to the date of the latest of such financial statements referred to in
clause (1) (including a description of the events requiring the Company to make
the Offer to Purchase), (3) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Company to make the Offer to Purchase and (4) any other information required by
applicable law to be included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Offer to Purchase. The Offer shall also state: (1) the Section of this Indenture
pursuant to which the Offer to Purchase is being made; (2) the Expiration Date
and the Purchase Date; (3) the aggregate principal amount of the outstanding
Notes offered to be purchased by the Company pursuant to the Offer to Purchase
(including, if less than 100%, the manner by which such amount has been
determined pursuant to the Section of this Indenture requiring the Offer to
Purchase) (the "Purchase Amount"); (4) the purchase price to be paid by the
Company for each $1,000 aggregate principal amount of Notes accepted for payment
(as specified pursuant to this Indenture) (the "Purchase Price"); (5) that the
Holder may tender all or any portion of the Notes registered in the name of such
Holder and that any portion of a Note tendered must be tendered in an integral
multiple of $1,000 principal amount; (6) the place or places where Notes are to
be surrendered for tender pursuant to the Offer to Purchase; (7) that interest
on any Note not tendered or tendered but not purchased by the Company pursuant
to the Offer to Purchase will continue to accrue; (8) that on the Purchase Date
the Purchase Price will become due and payable upon each Note being accepted for
payment pursuant to the Offer to Purchase and that interest thereon shall cease
to accrue on and after the Purchase Date; (9) that each Holder electing to
tender all or any portion of a Note pursuant to the Offer to Purchase will be
required to sur-


<PAGE>   26
                                      -19-

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

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

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

     "Officers' Certificate" means a certificate signed by two Officers or by
one Officer and an Assistant Treasurer or Assistant Secretary of the Company
complying with Sections 13.04 and 13.05.

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

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

     "Pari Passu Debt" means Indebtedness of the Company or any Guarantor that
neither constitutes Senior Indebtedness or Guarantor Senior Indebtedness, as
applicable, or Subordinated Indebtedness.


<PAGE>   27

                                      -20-

     "Pari Passu Debt Pro Rata Share" means the amount of the applicable Net
Cash Proceeds obtained by multiplying the amount of such Net Cash Proceeds by a
fraction, (1) the numerator of which is the aggregate accreted value and/or
principal amount, as the case may be, of all Pari Passu Debt outstanding at the
time of the applicable Asset Sale with respect to which the Company is required
to use Net Cash Proceeds to repay or make an offer to purchase or repay and (2)
the denominator of which is the sum of (a) the aggregate principal amount of all
Notes outstanding at the time of the applicable Asset Sale and (b) the aggregate
principal amount or the aggregate accreted value, as the case may be, of all
Pari Passu Debt outstanding at the time of the applicable Offer to Purchase with
respect to which the Company is required to use the applicable Net Cash Proceeds
to offer to repay or make an offer to purchase or repay.

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

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

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

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

     "Permitted Holder" means AEA and its current and future employees,
stockholders, directors and officers, Robert B. Covalt and the officers of the
Company, (i) trusts for the benefit of such Persons or the spouses, issue,
parents or other relatives of such Persons, (ii) entities controlling or
controlled by such Persons and (iii) in the event of the death of any such
individual Person, heirs or testamentary legatees of such Person.

     "Permitted Indebtedness" see Section 4.04.

     "Permitted Investments" means (1) Cash Equivalents; (2) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (3) loans and
advances to employees made in the ordinary course of business not to exceed $2.0
million in the aggregate at any one time outstanding; (4) Hedging Obligations;
(5) bonds, notes, debentures or other securities received as a result of Asset
Sales in compliance with Section 4.05 and any "earnout" or similar right
permitted under Section 4.05; (6) transactions with officers, directors and
employees of the Company or any Restricted Subsidiary entered into in the
ordinary course of business (including compensation, employee benefit or
indemnity arrangements with any such officer, director or employee) and
consistent with past business practices; (7) Investments in existence or made
pursuant to written commitments existing as of the Issue Date and any amendment,
extension, renewal or modification thereof to the extent that any such
amendment, extension, renewal or modification complies with the terms of this
Indenture; (8) any Investment to the


<PAGE>   28

                                      -21-

extent that the consideration therefor consists of Qualified Equity Interests of
the Company; (9) any Investment consisting of a guaranty by a Guarantor of
Senior Indebtedness or any guaranty permitted under clause (6) of the second
paragraph of Section 4.04; (10) Investments in Persons primarily engaged in a
Related Business in an aggregate amount not to exceed $15.0 million; (11)
Investments in the form of the sale (on a "true sale" non-recourse basis) or the
servicing of receivables transferred from the Company or any Restricted
Subsidiary, or transfers of cash, to an Accounts Receivable Subsidiary as a
capital contribution or in exchange for Indebtedness of such Accounts Receivable
Subsidiary or cash, in each case in the ordinary course of business; (12)
Investments consisting of non-cash consideration received in the form of
securities, notes or similar obligations in connection with dispositions of
obsolete or worn out assets permitted pursuant to this Indenture not at any time
exceeding, in the case of all such notes and similar obligations, the amount of
$5.0 million; (13) advances, loans or extensions of credit to suppliers in the
ordinary course of business by the Company or any Restricted Subsidiary
consistent with past practice as of the Issue Date; and (14) Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business.

     "Permitted Junior Securities" means any securities of the Company or any
other Person that are (i) equity securities without special covenants or (ii)
subordinated in right of payment to all Senior Indebtedness that may at the time
be outstanding, to substantially the same extent as, or to a greater extent
than, the Notes are subordinated as provided in this Indenture, in any event
pursuant to a court order so providing and as to which (a) the rate of interest
on such securities shall not exceed the effective rate of interest on the Notes
on the date of this Indenture, (b) such securities shall not be entitled to the
benefits of covenants or defaults materially more beneficial to the holders of
such securities than those in effect with respect to the Notes on the date of
this Indenture and (c) such securities shall not provide for amortization
(including sinking fund and mandatory prepayment provisions) commencing prior to
the date six months following the final scheduled maturity date of the Senior
Indebtedness (as modified by the plan of reorganization or readjustment pursuant
to which such securities are issued).

     "Permitted Liens" means (1) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary; provided, however, that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not secure any
property or assets of the Company or any Restricted Subsidiary other than the
property or assets subject to the Liens prior to such merger or consolidation;
(2) Liens imposed by law such as carriers', warehousemen's and mechanics' Liens
and other similar Liens arising in the ordinary course of business which secure
payment of obligations not more than 60 days past due or which are being
contested in good faith and


<PAGE>   29
                                      -22-

by appropriate proceedings; (3) Liens existing on the Issue Date; (4) Liens
securing only the Notes; (5) Liens in favor of the Company or any Restricted
Subsidiary; (6) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided,
however, that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (7) easements, reservation
of rights of way, restrictions and other similar easements, licenses,
restrictions on the use of properties, or minor imperfections of title that in
the aggregate are not material in amount and do not in any case materially
detract from the properties subject thereto or interfere with the ordinary
conduct of the business of the Company and the Restricted Subsidiaries; (8)
Liens resulting from the deposit of cash or notes in connection with contracts,
tenders or expropriation proceedings, or to secure workers' compensation, surety
or appeal bonds, costs of litigation when required by law and public and
statutory obligations or obligations under franchise arrangements entered into
in the ordinary course of business; (9) Liens securing Indebtedness consisting
of Capital Lease Obligations, Purchase Money Indebtedness, mortgage financings,
industrial revenue bonds or other monetary obligations, in each case incurred
solely for the purpose of financing all or any part of the purchase price or
cost of construction or installation of assets used in the business of the
Company or the Restricted Subsidiaries, or repairs, additions or improvements to
such assets, provided, however, that (I) such Liens secure Indebtedness in an
amount not in excess of the original purchase price or the original cost of any
such assets or repair, addition or improvement thereto (plus an amount equal to
the reasonable fees and expenses in connection with the incurrence of such
Indebtedness), (II) such Liens do not extend to any other assets of the Company
or the Restricted Subsidiaries (and, in the case of repair, addition or
improvements to any such assets, such Lien extends only to the assets (and
improvements thereto or thereon) repaired, added to or improved), (III) the
Incurrence of such Indebtedness is permitted by Section 4.04 and (IV) such Liens
attach within 180 days of such purchase, construction, installation, repair,
addition or improvement; (10) Liens to secure any refinancings, renewals,
extensions, modifications or replacements (collectively, "refinancing") (or
successive refinancings), in whole or in part, of any Indebtedness secured by
Liens referred to in the clauses above so long as such Lien does not extend to
any other property (other than improvements thereto); (11) Liens securing
letters of credit entered into in the ordinary course of business and consistent
with past business practice; (12) Liens on and pledges of the Equity Interests
of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted
Subsidiary; (13) Liens securing money borrowed (or any securities purchased
therewith) which is (or are, in the case of securities) set aside at the time of
the Incurrence of any Indebtedness permitted to be Incurred by Section 4.04 in
order to prefund the payment of interest on such Indebtedness; (14) Liens
arising solely by virtue of any statutory or common law provision relating to
bankers' liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a credit or depository institution;
provided that (A) such deposit account is not a dedicated cash collateral
account and is


<PAGE>   30
                                      -23-

not subject to restrictions against access by the Company or any Subsidiary in
excess of those set forth by regulations promulgated by the Federal Reserve
Board, and (B) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution; (15) Liens
evidenced by UCC financing statements regarding operating leases permitted by
this Indenture or in respect of consigned goods; (16) Liens consisting of
judgment or judicial attachments liens (including prejudgment attachment);
provided that the enforcement of such Liens is effectively stayed or payment of
which is covered in full (subject to customary deductibles) by insurance or
which do not otherwise result in an Event of Default; (17) Liens securing debt
of Foreign Subsidiaries to the extent such Indebtedness is permitted by Section
4.04; (18) any encumbrances or restriction (including any put and call
arrangements) with respect to the Equity Interests of any joint venture
agreement to which the Company or any of its Restricted Subsidiaries is a party;
(19) Liens securing Hedging Agreements permitted under this Indenture; and (20)
Liens to secure Indebtedness or other obligations of any Accounts Receivable
Subsidiary.

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

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

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

     "Preferred Equity Interest," in any Person, means an Equity Interest of any
class or classes (however designated) which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over Equity
Interests of any other class in such Person.

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

     "Private Exchange Notes" have the meaning provided in Section 1 of the
Registration Rights Agreement.


<PAGE>   31
                                      -24-

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

     "Purchase Agreement" means the Purchase Agreement dated as of March 24,
2000 by and among the Company, the Guarantors and the Initial Purchasers.

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

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

     "Purchase Money Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary Incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of any property;
provided that the aggregate principal amount of such Indebtedness does not
exceed the lesser of the Fair Market Value of such property or such purchase
price or cost, including any refinancing of such Indebtedness that does not
increase the aggregate principal amount (or accreted amount, if less) thereof as
of the date of refinancing.

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

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

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

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

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

     "Registrar" see Section 2.03.

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


<PAGE>   32
                                      -25-

     "Registration Rights Agreement" means the Registration Rights Agreement to
be dated as of March 29, 2000.

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

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

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

     "Regulation S Temporary Global Note" means a temporary global note in
registered form representing the aggregate principal amount of Notes sold in
reliance on Regulation S.

     "Related Business" means (1) those businesses in which the Company or any
of the Restricted Subsidiaries is engaged on the date of this Indenture or that
are reasonably related, ancillary, incidental or complementary thereto and (2)
any business which forms a part of a business (the "Acquired Business") which is
acquired by the Company or any of the Restricted Subsidiaries if the primary
intent of the Company or such Restricted Subsidiary was to acquire that portion
of the Acquired Business which meets the requirements of clause (1) of this
definition.

     "Required Filing Dates" see Section 4.12.

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

     "Restricted Payments" see Section 4.06.

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

     "Restricted Subsidiary" means any Subsidiary of the Company that has not
been designated by the Board of Directors of the Company, by a Resolution of the
Board of Directors of the Company delivered to the Trustee, as an Unrestricted
Subsidiary pursuant to Section 4.17. Any such designation may be revoked by a
Resolution of the Board of Directors of the Company delivered to the Trustee,
subject to the provisions of Section 4.17.

     "Revocation" see Section 4.17.


<PAGE>   33
                                      -26-

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

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Credit Facility" means the Credit Agreement, dated as of December
29, 1999, between the Company, the lenders named therein, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Joint Lead Arranger, Joint Book Manager and
Syndication Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger, Joint
Book Manager and Documentation Agent, and The Chase Manhattan Bank, as
Administrative Agent, including any deferrals, renewals, extensions,
replacements (which need not be in lieu of a corresponding reduction in
commitments under the aforementioned Credit Agreement), refinancings or
refundings thereof, or amendments, modifications or supplements thereto and any
agreement providing therefor (including any restatements thereof and any
increases in the amount of commitments thereunder), whether by or with the same
or any other lender, creditor, or any one or more groups of lenders or group of
creditors (whether or not including any or all of the financial institutions
party to the aforementioned Credit Agreement), and including related notes,
guaranty and note agreements and other instruments and agreements executed in
connection therewith.

     "Senior Indebtedness" means, at any date, (1) all Obligations of the
Company under the Senior Credit Facility; (2) all Hedging Obligations of the
Company; (3) all Obligations of the Company under stand-by letters of credit;
and (4) all other Indebtedness of the Company for borrowed money, including
principal, premium, if any, and interest (including Post-Petition Interest) on
such Indebtedness, unless the instrument under which such Indebtedness of the
Company for money borrowed is Incurred expressly provides that such Indebtedness
for money borrowed is not senior or superior in right of payment to the Notes,
and all renewals, extensions, modifications, amendments or refinancings thereof.
Notwithstanding the foregoing, Senior Indebtedness shall not include (a) to the
extent that it may constitute Indebtedness, any Obligation for federal, state,
local or other taxes; (b) any Indebtedness among or between the Company and any
Subsidiary of the Company, unless and for so long as such Indebtedness has been
pledged to secure Obligations under the Senior Credit Facility; (c) to the
extent that it may constitute Indebtedness, any Obligation in respect of any
trade payable Incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business; (d) Indebtedness evidenced by the
Notes; (e) Indebtedness of the Company that is expressly pari passu with or
subordinate or junior in right of payment to any other Indebtedness of the
Company; (f) to the extent that it may constitute Indebtedness, any obligation
owing under leases (other than Capital Lease Obligations) or management
agreements;

<PAGE>   34

                                      -27-

and (g) any obligation that by operation of law is subordinate to any general
unsecured obligations of the Company.

     "Significant Restricted Subsidiary" means, at any date of determination,
(1) any Restricted Subsidiary that, together with its Subsidiaries that
constitute Restricted Subsidiaries, (A) for the most recent fiscal year of the
Company accounted for more than 5.0% of the consolidated revenues of the Company
and the Restricted Subsidiaries or (B) as of the end of such fiscal year, owned
more than 5.0% of the consolidated assets of the Company and the Restricted
Subsidiaries, all as set forth on the consolidated financial statements of the
Company and the Restricted Subsidiaries for such year prepared in conformity
with GAAP, and (2) any Restricted Subsidiary which, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Restricted
Subsidiaries and as to which any event described in clause (6), (7) or (8) of
Section 6.01 has occurred, would constitute a Significant Restricted Subsidiary
under clause (1) of this definition.

     "Specified Indebtedness" means (1) any Indebtedness of the Company or any
Guarantor that is Pari Passu Debt or Subordinated Indebtedness or (2) any
Indebtedness of any Restricted Subsidiary that is subordinated to any other
Indebtedness of such Restricted Subsidiary, provided, however, that Specified
Indebtedness shall never include any Obligation arising under the Senior Credit
Facility or otherwise constituting Guarantor Senior Indebtedness or Senior
Indebtedness.

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

     "Subordinated Indebtedness" means, with respect to the Company or any
Guarantor, the Junior Subordinated Seller Notes and any Indebtedness of the
Company or such Guarantor, as the case may be, which is expressly subordinated
in right of payment to the Notes or such Guarantor's Guaranty, as the case may
be.

     "Subsidiary" means, with respect to any Person, (a) any corporation of
which the outstanding Voting Equity Interests having at least a majority of the
votes entitled to be cast in the election of directors shall at the time be
owned, directly or indirectly, by such Person, or (b) any other Person of which
at least a majority of Voting Equity Interests are at the time, directly or
indirectly, owned by such first named Person.

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

<PAGE>   35
                                      -28-

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb), as amended, as in effect on the date of this Indenture (except as
provided in Section 10.03) until such time as this Indenture is qualified under
the TIA, and thereafter as in effect on the date on which this Indenture is
qualified under the TIA.

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

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

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

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

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

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

     "Voting Equity Interests" means Equity Interests in a corporation or other
Person with voting power under ordinary circumstances entitling the holders
thereof to elect the Board of Directors or other governing body of such
corporation or Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (A) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in re-


<PAGE>   36
                                      -29-

spect thereof, by (B) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment,
by (2) the then outstanding aggregate principal amount of such Indebtedness.

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

SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.

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

     "indenture securities" means the Notes and the Guaranties.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

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

     "obligor" on the indenture securities means the Company, a Guarantor or any
other obligor on the Notes.

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

SECTION 1.03.  Rules of Construction.

     Unless the context otherwise requires:

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

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

     (3) "or" is not exclusive;
<PAGE>   37

                                      -30-


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

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

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


                                   ARTICLE TWO

                                    THE NOTES


SECTION 2.01.  Form and Dating.

     The Initial Notes and the Trustee's certificate of authentication thereof
shall be substantially in the form of Exhibit A hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted hereby, which is hereby incorporated in and expressly made a part of
this Indenture. The Exchange Notes and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit B hereto,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted hereby, which is hereby incorporated in and
expressly made a part of this Indenture. The Notes may have notations, legends
or endorsements (including the Note Guarantee) required by law, stock exchange
rule or usage, any organizational document or governing instrument, or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. The Company and the Trustee shall
approve the form of the Notes and any notation, legend or endorsement (including
the Note Guarantee) on them. Each Note shall be dated the date of its
authentication.

     Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more Rule 144A Global Securities and Notes offered and
sold in reliance on Regulation S shall be issued initially in the form of one or
more Regulation S Temporary Global Notes, each substantially in the form set
forth in Exhibit A hereto, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided with the Guaranties of the Guarantors endorsed thereon and
shall bear the legend set forth in Exhibit C hereto. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depository,
as hereinafter provided.

     Following the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regu-


<PAGE>   38
                                      -31-


lation S Permanent Global Note. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

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

SECTION 2.02.  Execution and Authentication.

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

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

     A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

     The Trustee shall authenticate (i) Initial Notes for original issue in an
aggregate principal amount not to exceed $150,000,000, (ii) Private Exchange
Notes from time to time only in exchange for a like principal amount of Initial
Notes and (iii) Unrestricted Notes from time to time in exchange for (A) a like
principal amount of Initial Notes or (B) a like principal amount of Private
Exchange Notes, in each case upon a written order of the Company in the form of
an Officers' Certificate. Each such written order shall specify the amount of
Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes
or Unrestricted Notes and whether the Notes are to be issued as Physical Notes
or Global Notes and such other information as the Trustee may reasonably
request. Additional amounts may be issued in one or more series from time to
time (the "Additional Notes"), subject to Section 4.04, which Additional Notes
shall be authenticated by the Trustee upon receipt of a Company Order. The
aggregate principal


<PAGE>   39
                                      -32-


amount of Notes outstanding at any time may not exceed $200,000,000, except as
provided in Sections 2.07 and 2.08.

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

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

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

SECTION 2.03.  Registrar and Paying Agent.

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, where (a) Notes may be presented or surrendered for
registration of transfer or for exchange (the "Registrar"), (b) Notes may be
presented or surrendered for payment (the "Paying Agent") and (c) notices and
demands in respect of the Notes and this Indenture may be served. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company, upon notice to the Trustee, may appoint one or more co-Registrars and
one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent. Except as provided herein, the Company or any Guarantor
may act as Paying Agent, Registrar or co-Registrar.

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

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


<PAGE>   40

                                      -33-


SECTION 2.04.  Paying Agent To Hold Assets in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that each Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest on, the Notes, and shall notify the Trustee of any Default by
the Company in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent (if other than the
Company), the Paying Agent shall have no further liability for such assets. If
the Company, any Guarantor or any of their respective Affiliates acts as Paying
Agent, it shall, on or before each due date of the principal of or interest on
the Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

SECTION 2.05.  Holder Lists.

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

SECTION 2.06.  Transfer and Exchange.

     Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations of the same series, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the Notes
surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar or co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing. To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Notes at the
Registrar's or co-Registrar's written request. No service charge shall be made
for any registration of transfer or exchange, but the Company may require
pay-


<PAGE>   41

                                      -34-


ment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
other governmental charge payable upon exchanges or transfers pursuant to
Section 2.02, 2.10, 3.06, 4.05, 4.14, or 10.05). The Registrar or co-Registrar
shall not be required to register the transfer or exchange of any Note (i)
during a period beginning at the opening of business 15 days before the mailing
of a notice of redemption of Notes and ending at the close of business on the
day of such mailing and (ii) selected for redemption in whole or in part
pursuant to Article Three hereof, except the unredeemed portion of any Note
being redeemed in part.

     Prior to the registration of any transfer by a Holder as provided herein,
the Company, the Trustee and any Agent of the Company shall treat the person in
whose name the Note is registered as the owner thereof for all purposes whether
or not the Note shall be overdue, and neither the Company, the Trustee nor any
such Agent shall be affected by notice to the contrary. Any Holder of a
beneficial interest in a Global Note shall, by acceptance of such beneficial
interest in a Global Note, agree that transfers of beneficial interests in such
Global Note may be effected only through a book-entry system maintained by the
Depository (or its agent), and that ownership of a beneficial interest in a
Global Note shall be required to be reflected in a book entry.

SECTION 2.07.  Replacement Notes.

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

     Every replacement Note is an additional obligation of the Company.

SECTION 2.08.  Outstanding Notes.

     Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding.
Subject to Section 2.09, a Note does not cease to be outstanding because the
Company or any of its Affiliates holds the Note.

     If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satis-


<PAGE>   42
                                      -35-


factory to it that the replaced Note is held by a bona fide purchaser. A
mutilated Note ceases to be outstanding upon surrender of such Note and
replacement thereof pursuant to Section 2.07.

     If on a Redemption Date, Purchase Date or the Final Maturity Date the
Paying Agent holds money sufficient to pay all of the principal and interest due
on the Notes payable on that date, and is not prohibited from paying such money
to the Holders pursuant to the terms of this Indenture, then on and after that
date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.  Treasury Notes.

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

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

SECTION 2.10.  Temporary Notes.

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

     Temporary Notes shall be substantially in the form of definitive Notes but
may have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate upon receipt of a written order of the Company pursuant to Section
2.02 definitive Notes in exchange for temporary Notes.

SECTION 2.11.  Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the
direction of the Trustee, the


<PAGE>   43
                                      -36-


Registrar or the Paying Agent, and no one else, shall cancel, and at the written
direction of the Company, dispose of and deliver evidence of such disposal of
all Notes surrendered for transfer, exchange, payment or cancellation. Subject
to Section 2.07, the Company may not issue new Notes to replace Notes that it
has paid or delivered to the Trustee for cancellation. If the Company or any
Guarantor shall acquire any of the Notes, such acquisition shall not operate as
a redemption or satisfaction of the Indebtedness represented by such Notes
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11.

SECTION 2.12.  Defaulted Interest.

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

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

     Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 6.01(2) shall be paid to
Holders as of the Interest Record Date for the Interest Payment Date for which
interest has not been paid.

SECTION 2.13.  CUSIP Number.

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

SECTION 2.14.  Deposit of Moneys.

     Prior to 11:00 a.m. New York City time on each Interest Payment Date,
Redemption Date, Purchase Date and the Final Maturity Date, the Company shall
deposit with

<PAGE>   44

                                      -37-


the Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Redemption Date, Purchase
Date or Final Maturity Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, Redemption Date, Purchase Date or Final Maturity Date, as the case
may be.

SECTION 2.15.  Book-Entry Provisions for Global Notes.

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

     Members of, or participants in, the Depository ("Participants") shall have
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depository, or the Trustee as its custodian, or under the Global
Note, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the Global Note for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

     (b) Transfers of Global Notes shall be limited to transfers in whole, but
not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.16; provided, however, that Physical
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in Global Notes only if (i) the Company notifies the
Trustee in writing that DTC is no longer willing or able to act as a depositary
or DTC ceases to be registered as a clearing agency under the Exchange Act and a
successor depositary is not appointed within 90 days of such notice or cessation
or (ii) an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depository to issue Physical Notes; provided that in
no event shall the Regulation S Temporary Global Note be exchanged by the
Company for Physical Notes prior to (x) the expiration of the Restricted Period
and (y) the receipt by the Registrar of any certificates required pursuant to
Rule 903 under the Securities Act as stated in an Opinion of Counsel.

     (c) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b) of this Section 2.15, the Global
Notes shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon written instructions from the
Company authenticate and deliver, to each beneficial

<PAGE>   45

                                      -38-


owner identified by the Depository in exchange for its beneficial interest in
the Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

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

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

SECTION 2.16.  Registration of Transfers and Exchanges.

     (a) Transfer and Exchange of Physical Notes. When Physical Notes are
presented to the Registrar or co-Registrar with a request:

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

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

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

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

     (II) in the case of Physical Notes the offer and sale of which have not
   been registered under the Securities Act, such Physical Notes shall be
   accompanied, in the sole discretion of the Company, by the following
   additional information and documents, as applicable:

     (A)  if such Physical Note is being delivered to the Registrar or
          co-Registrar by a Holder in connection with a Registration pursuant to
          which such Holder will exchange an Initial Note for an Unrestricted
          Note, a certification from such Holder to that effect (substantially
          in the form of Exhibit D hereto); or

<PAGE>   46

                                      -39-


     (B)  if such Physical Note is being transferred to a QIB in accordance with
          Rule 144A, a certification to that effect (substantially in the form
          of Exhibit D hereto); or

     (C)  if such Physical Note is being transferred in reliance on Regulation
          S, delivery of a certification to that effect (substantially in the
          form of Exhibit D hereto) and a transferor certificate for Regulation
          S transfer substantially in the form of Exhibit E hereto and, at the
          option of the Company, an Opinion of Counsel reasonably satisfactory
          to the Company to the effect that such transfer is in compliance with
          the Securities Act; or

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

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

     (b) Restrictions on Transfer of a Physical Note for a Beneficial Interest
in a Global Note. A Physical Note the offer and sale of which has not been
registered under the Securities Act may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Registrar or co-Registrar of a Physical Note, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Registrar or co-Registrar, together with:

 (A) certification, substantially in the form of Exhibit D hereto, that such
     Physical Note is being transferred (I) to a QIB, (II) in an offshore
     transaction in reliance on Regulation S and, with respect to (II), at the
     option of the Company, an Opinion of Counsel reasonably acceptable to the
     Company to the effect that such transfer is in compliance with the
     Securities Act or (III) without transfer, in an exchange of a Physical Note
     for a beneficial interest in a Global Note; and

 (B) written instructions directing the Registrar or co-Registrar to make, or
     to direct the Depository to make, an endorsement on the applicable Global
     Note to re-

<PAGE>   47

                                      -40-


     flect an increase in the aggregate amount of the Notes represented by the
     Global Note,

then the Registrar or co-Registrar shall cancel such Physical Note and cause, or
direct the Depository to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Registrar or co-Registrar,
the principal amount of Notes represented by the applicable Global Note to be
increased accordingly. If no 144A Global Note or Regulation S Global Note, as
the case may be, is then outstanding, the Company shall, unless either of the
events in the proviso to Section 2.15(b) have occurred and are continuing, issue
and the Trustee shall, upon written instructions from the Company in accordance
with Section 2.02, authenticate such a Global Note in the appropriate principal
amount.

     (c) Transfer and Exchange of Global Notes. The transfer and exchange of
Global Notes or beneficial interests therein shall be effected through the
Depository in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depository therefor;
provided, however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in the Regulation S Temporary Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person.
Upon receipt by the Registrar or Co-Registrar of (a) written instructions, or
such other instruction as is customary for the Depository, from the Depository
or its nominee, requesting the Registration of transfer of an interest in a 144A
Global Note or a Regulation S Global Note, as the case may be, to another type
of Global Note, together with the applicable Global Notes (or, if the applicable
type of Global Note required to represent the interest as requested to be
transferred is not then outstanding, only the Global Note representing the
interest being transferred), and (b) a certificate substantially in the form of
Exhibit D hereto, the Registrar or Co-Registrar shall cancel such Global Notes
(or Global Note) and the Company shall issue and the Trustee shall, upon written
instructions from the Company in accordance with Section 2.02, authenticate new
Global Notes of the types so cancelled (or the type so cancelled and applicable
type required to represent the interest as requested to be transferred)
reflecting the applicable increase and decrease of the principal amount of Notes
represented by such types of Global Notes, giving effect to such transfer. If
the applicable type of Global Note required to represent the interest as
requested to be transferred is not outstanding at the time of such request, the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate a new Global Note of such
type in principal amount equal to the principal amount of the interest requested
to be transferred.

     (d) Transfer of a Beneficial Interest in a Global Note for a Physical Note.
Subject to Section 2.15(b):

     (i) Any Person having a beneficial interest in a Global Note may upon
   request exchange such beneficial interest for a Physical Note; provided,
   however, that

<PAGE>   48

                                      -41-


   prior to the Registration, a transferee that is a QIB may not exchange a
   beneficial interest in Global Note for a Physical Note; provided, further
   that in no event shall Physical Notes be issued upon the transfer or exchange
   of beneficial interests in the Regulation S Temporary Global Note prior to
   (x) the expiration of the Restricted Period and (y) the receipt by the
   Registrar of any certificates required pursuant to Rule 903 under the
   Securities Act as stated in an Opinion of Counsel. Upon receipt by the
   Registrar or co-Registrar of written instructions, or such other form of
   instructions as is customary for the Depository, from the Depository or its
   nominee on behalf of any Person (subject to the previous sentence) having a
   beneficial interest in a Global Note and upon receipt by the Trustee of a
   written order or such other form of instructions as is customary for the
   Depository or the Person designated by the Depository as having such a
   beneficial interest containing registration instructions and, in the case of
   any such transfer or exchange of a beneficial interest in Notes the offer and
   sale of which have not been registered under the Securities Act, the
   following additional information and documents:

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

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

   then the Registrar or co-Registrar will cause, in accordance with the
   standing instructions and procedures existing between the Depository and the
   Registrar or co-Registrar, the aggregate principal amount of the applicable
   Global Note to be reduced and, following such reduction, the Company will
   execute and, upon receipt of an authentication order in the form of an
   Officers' Certificate in accordance with Section 2.02, the Trustee will
   authenticate and deliver to the transferee a Physical Note in the appropriate
   principal amount.

         (ii)  Notes issued in exchange for a beneficial interest in a Global
   Note pursuant to this Section 2.16(d) shall be registered in such names and
   in such authorized denominations as the Depository, pursuant to instructions
   from its direct or indirect

<PAGE>   49

                                      -42-


   participants or otherwise, shall instruct the Registrar or co-Registrar in
   writing. The Registrar or co-Registrar shall deliver such Physical Notes to
   the Persons in whose names such Physical Notes are so registered.

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

     (f) Private Placement Legend. Upon the transfer, exchange or replacement of
Notes not bearing the Private Placement Legend, the Registrar or co-Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar or co-Registrar shall deliver only Notes that bear the Private
Placement Legend unless, and the Trustee is hereby authorized to deliver Notes
without the Private Placement Legend if, (i) there is delivered to the Trustee
an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act;(ii) such Note has been sold pursuant to an effective registration statement
under the Securities Act (including pursuant to a Registration); or (iii) the
date of such transfer, exchange or replacement is two years after the later of
(x) the Issue Date and (y) the last date that the Company or any affiliate (as
defined in Rule 144 under the Securities Act) of the Company was the owner of
such Notes (or any predecessor thereto).

     (g) General. By its acceptance of any Note bearing the Private Placement
Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Note only as provided in this Indenture.

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

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

<PAGE>   50
                                      -43-


the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Registrar


                                  ARTICLE THREE

                                   REDEMPTION


SECTION 3.01.  Notices to Trustee.

     If the Company wants to redeem Notes pursuant to paragraph 5 or 6 of the
Notes at the applicable redemption price set forth thereon, it shall notify the
Trustee in writing of the Redemption Date and the principal amount of Notes to
be redeemed. The Company shall give such notice to the Trustee at least 45 days
before the Redemption Date (unless a shorter notice shall be agreed to by the
Trustee in writing), together with an Officers' Certificate stating that such
redemption will comply with the conditions contained herein.

SECTION 3.02.  Selection of Notes To Be Redeemed.

     In the event that less than all of the Notes are to be redeemed at any time
pursuant to an optional redemption, selection of such Notes for redemption will
be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not then listed on a national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate;
provided, however, that no Notes of a principal amount of $1,000 or less shall
be redeemed in part; provided, further, however, that if a partial redemption is
made with the net cash proceeds of an Equity Offering by the Company pursuant to
paragraph 6 of the Notes, selection of the Notes or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of the
Depository), unless such method is otherwise prohibited. The Trustee shall make
the selection from the Notes then outstanding, subject to redemption and not
previously called for redemption.

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

<PAGE>   51

                                      -44-


SECTION 3.03.  Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption by first-class mail to each Holder
whose Notes are to be redeemed at such Holder's registered address; provided,
however, that notice of a redemption pursuant to paragraph 6 of the Notes shall
be mailed to each Holder whose Notes are to be redeemed no later than 60 days
after the date of the Closing of the relevant Equity Offering of Holdings or the
Company.

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

     (1) the Redemption Date;

     (2) the redemption price;

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

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

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

     (6) in the case of any redemption pursuant to paragraph 5 or 6 of the
         Notes, if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date, upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion thereof will be
         issued.

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

     The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Notes designated for redemption as a whole or in part shall not
affect the validity of the procedures for the redemption of any other Note.

<PAGE>   52
                                      -45-


SECTION 3.04.  Effect of Notice of Redemption.

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

SECTION 3.05.  Deposit of Redemption Price.

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

     If any Note surrendered for redemption in the manner provided in the Notes
shall not be so paid on the Redemption Date due to the failure of the Company to
deposit with the Paying Agent money sufficient to pay the redemption price
thereof, the principal and accrued and unpaid interest, if any, thereon shall,
until paid or duly provided for, bear interest as provided in Sections 2.12 and
4.01 with respect to any payment default.

SECTION 3.06.  Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01.  Payment of Notes.

     The Company shall pay the principal of and interest on the Notes in the
manner provided in the Notes and the Registration Rights Agreement. An
installment of principal or interest shall be considered paid on the date due if
the Trustee or Paying Agent (other than the

<PAGE>   53

                                      -46-


Company, a Guarantor or any of their respective Affiliates) holds on that date
money designated for and sufficient to pay the installment in full and is not
prohibited from paying such money to the Holders of the Notes pursuant to the
terms of this Indenture.

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

SECTION 4.02.  Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, The City of New
York, the office or agency required under Section 2.03. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 13. The
Company hereby initially designates the Trustee at its address set forth in
Section 13.02 as its office or agency in The Borough of Manhattan, The City of
New York, for such purposes.

SECTION 4.03.  Transactions with Affiliates.

     The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into any
transaction (or series of related transactions) with or for the benefit of any
of their respective Affiliates (each an "Affiliate Transaction"), unless (1)
such Affiliate Transaction, taken as a whole, is on terms which are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
would be available in a comparable transaction with an unaffiliated third party
and (2) if such Affiliate Transaction or series of related Affiliate
Transactions (other than any such Affiliate Transactions between the Company or
a Restricted Subsidiary and an Unrestricted Subsidiary or an Accounts Receivable
Subsidiary in the ordinary course of business) involves aggregate payments or
other consideration having a Fair Market Value in excess of $5.0 million, such
Affiliate Transaction is in writing and a majority of the disinterested members
of the Board of Directors of the Company shall have approved such Affiliate
Transaction and determined that such Affiliate Transaction complies with the
foregoing provisions, or, in the event that there are no independent directors,
the Trustee has received a written opinion from an Independent Financial Advisor
stating that the terms of such Affiliate Transaction are fair, from a financial
point of view, to the Company or the Restricted Subsidiary involved in such
Affiliate Transaction, as the case may be.

<PAGE>   54

                                      -47-


     In addition, any Affiliate Transaction (other than an Affiliate Transaction
between the Company or a Restricted Subsidiary and an Unrestricted Subsidiary or
an Accounts Receivable Subsidiary in the ordinary course of business) involving
aggregate payments or other consideration having a Fair Market Value in excess
of $10.0 million will also require a written opinion from an Independent
Financial Advisor (filed with the Trustee) stating that the terms of such
Affiliate Transaction are fair, from a financial point of view, to the Company
or the Restricted Subsidiary involved in such Affiliate Transaction, as the case
may be.

     Notwithstanding the foregoing, the restrictions set forth in this Section
4.03 shall not apply to (1) transactions with or among the Company and any
Restricted Subsidiary or between or among Restricted Subsidiaries; (2) customary
directors' fees, indemnification and similar arrangements, consulting fees,
employee salaries, bonuses or employment agreements, compensation or employee
benefit arrangements and incentive arrangements with any officer, director or
employee of the Company or any Restricted Subsidiary entered into in the
ordinary course of business (including customary benefits thereunder) and
payments under any indemnification arrangements permitted by applicable law; (3)
any transactions undertaken pursuant to any contractual obligations in existence
on the Issue Date (as renewed or amended from time to time in a manner not
adverse to the Holders of Notes); (4) the issue and sale by the Company to its
stockholders of Qualified Equity Interests; (5) any Restricted Payments made in
compliance with Section 4.06; (6) loans and advances to officers, directors and
employees of the Company or any Restricted Subsidiary for travel, entertainment,
moving and other relocation expenses, in each case made in the ordinary course
of business; (7) the Incurrence of intercompany Indebtedness permitted pursuant
to clause (5) of the second paragraph of Section 4.04; (8) the pledge of Equity
Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; (9)
the payment to AEA of fees in an aggregate amount not to exceed $1.6 million in
any fiscal year, the reimbursement of reasonable out-of-pocket expenses incurred
by AEA and payments to AEA in respect of indemnification obligations under
existing agreements or agreements permitted to be entered into in accordance
with this Indenture, in each case in connection with its performance of services
pursuant to the Management Agreement; (10) shareholders and registration rights
agreements among the Company and its shareholders; and (11) any transaction in
the ordinary course of business or approved by a majority of the disinterested
directors between the Company or any Restricted Subsidiary and any Affiliate of
the Company controlled by the Company that is a joint venture or similar entity
primarily engaged in a Related Business.

SECTION 4.04.  Limitation on Indebtedness.

     The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness) or issue any Disqualified Equity Interests, except for
Permitted Indebtedness; provided, however, that (1) the Company and any
Restricted Subsidiary may Incur Indebtedness (other than Dis-


<PAGE>   55

                                      -48-


qualified Equity Interests) and (2) the Company may issue Disqualified Equity
Interests if, in any such case, at the time of and immediately after giving pro
forma effect to such Incurrence of Indebtedness or issuance of Disqualified
Equity Interests and the application of the proceeds therefrom, the Consolidated
Coverage Ratio of the Company would be greater than 2.0 to 1.0.

     The foregoing limitations will not apply to the Incurrence of any of the
following (collectively, "Permitted Indebtedness"), each of which shall be given
independent effect:

         (1) Indebtedness under the Notes issued on the date of this Indenture
     in the aggregate principal amount of $150.0 million principal amount under
     the Notes, the Guaranties and this Indenture;

         (2) Existing Indebtedness;

         (3) Indebtedness of the Company and any Guarantor pursuant to the
     Senior Credit Facility in an aggregate principal amount at any one time
     outstanding not to exceed (A) the sum of (i) the greater of (a) $50.0
     million and (b) the sum of 85% of the net book value of the accounts
     receivable of the Company and the Restricted Subsidiaries on a consolidated
     basis in accordance with GAAP plus 50% of the net book value of the
     inventory of the Company and the Restricted Subsidiaries on a consolidated
     basis in accordance with GAAP with respect to revolving loans thereunder
     plus (ii) $75.0 million with respect to term loans, additional revolving
     loans or other loans Incurred on or prior to March 31, 2002; provided that,
     in the case of this subclause (A)(ii), at the time of and after giving pro
     forma effect to any Incurrence of such Indebtedness and the application of
     the proceeds therefrom, the Consolidated Leverage Ratio of the Company
     would be less than or equal to 5.15:1.00, less (B) amounts Incurred and
     outstanding pursuant to clause (4) below; provided that the calculation
     under subclause (A)(i)(b) shall exclude the net book value of accounts
     receivable sold to or financed through any Accounts Receivable Subsidiary
     and the net book value of the accounts receivable and inventory of Foreign
     Subsidiaries to the extent of Indebtedness Incurred by any Foreign
     Subsidiary pursuant to clause (11)(A) below;

         (4) Indebtedness Incurred on or prior to March 31, 2002 by Foreign
     Subsidiaries in an aggregate principal amount at any one time outstanding
     not to exceed $60.0 million; provided that, at the time of and after giving
     pro forma effect to any Incurrence of such Indebtedness and the application
     of the proceeds therefrom, the Consolidated Leverage Ratio of the Company
     would be less than or equal to 5.15:1.00, less amounts Incurred and
     outstanding pursuant to clause (3)(A)(ii) above in excess of $15.0 million;


<PAGE>   56
                                      -49-



         (5) Indebtedness of any Restricted Subsidiary owed to and held by the
     Company or any Restricted Subsidiary and Indebtedness of the Company owed
     to and held by any Restricted Subsidiary, which Indebtedness is unsecured
     and subordinated in right of payment to the payment and performance of the
     Company's obligations under any Senior Indebtedness, this Indenture and the
     Notes; provided, however, that an Incurrence of Indebtedness that is not
     permitted by this clause (5) shall be deemed to have occurred upon (i) any
     sale or other disposition of any Indebtedness of the Company or any
     Restricted Subsidiary referred to in this clause (5) to a Person (other
     than the Company or any Restricted Subsidiary), and (ii) the designation of
     a Restricted Subsidiary which holds Indebtedness of the Company or any
     other Restricted Subsidiary as an Unrestricted Subsidiary;

         (6) the Guaranties and guaranties by the Company or any Restricted
     Subsidiary of Indebtedness permitted to be Incurred under this covenant to
     the extent such Indebtedness could have itself been Incurred by such
     Person;

         (7) Hedging Obligations of the Company and the Restricted Subsidiaries;

         (8) Indebtedness of the Company or any Restricted Subsidiary consisting
     of Purchase Money Indebtedness, Capital Expenditure Indebtedness and
     Capital Lease Obligations (and refinancings thereof) in an aggregate
     principal amount which, when aggregated with the principal amount of all
     other Indebtedness then outstanding and Incurred pursuant to this clause
     (8), does not exceed the greater of (A) 10.0% of Consolidated Net Tangible
     Assets at the time of Incurrence and (B) $25.0 million;

         (9) Indebtedness of the Company or a Restricted Subsidiary to the
     extent representing a replacement, renewal, refinancing or extension
     (collectively, a "refinancing") of outstanding Indebtedness Incurred in
     compliance with the Consolidated Coverage Ratio of the first paragraph of
     this covenant or clause (1) or clause (2) or, after March 31, 2002,
     subclause (A)(ii) of clause (3) and clause (4) of this paragraph of this
     Section 4.04; provided, however, that (A) any such refinancing shall not
     exceed the sum of the principal amount (or accreted amount (determined in
     accordance with GAAP), if less) of the Indebtedness or Disqualified Equity
     Interests being refinanced, plus the amount of accrued interest or
     dividends thereon, plus the amount of any reasonably determined prepayment
     premium necessary to accomplish such refinancing and such reasonable fees
     and expenses incurred in connection therewith; (B) Indebtedness
     representing a refinancing of Indebtedness other than Senior Indebtedness
     shall have a Weighted Average Life to Maturity equal to or greater than the
     Weighted Average Life to Maturity of the Indebtedness being refinanced; (C)
     Indebtedness that is pari passu with the Notes may only be refinanced with
     Indebtedness that is made pari passu with or subordinate in right of
     payment to the

<PAGE>   57

                                      -50-


     Notes and Subordinated Indebtedness may only be refinanced with
     Subordinated Indebtedness or Disqualified Equity Interests and Disqualified
     Equity Interests may only be refinanced with other Disqualified Equity
     Interests; and (D) refinancing Indebtedness incurred by a Restricted
     Subsidiary which is not a Guarantor may only be used to refinance
     Indebtedness of a Restricted Subsidiary which is not a Guarantor;

         (10) in addition to the items referred to in clauses (1) through (9)
     above and clauses (11) through (12) below, Indebtedness of the Company or
     any Restricted Subsidiary (including any Indebtedness under the Senior
     Credit Facility that utilizes this subparagraph (10)) having an aggregate
     principal amount not to exceed $15.0 million at any time outstanding;

         (11) Indebtedness of Foreign Subsidiaries (which may be Incurred under
     the Senior Credit Facility or otherwise) (A) in an aggregate principal
     amount at any one time outstanding not to exceed the sum of (a) 85% of the
     net book value of the accounts receivable of such Foreign Subsidiaries in
     accordance with GAAP and (b) 50% of the net book value of the inventory of
     such Foreign Subsidiaries in accordance with GAAP (provided that the
     calculation under this clause (A) shall exclude the net book value of
     accounts receivable and inventory sold to or financed through any Accounts
     Receivable Subsidiary) or (B) representing guaranties of Indebtedness of
     another Foreign Subsidiary incurred pursuant to subclause (A) of this
     clause (11); and

         (12) unsecured Indebtedness Incurred by the Company to former employees
     in connection with the purchase or redemption of Equity Interests of the
     Company not to exceed in the aggregate $2.0 million.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (12) above
(other than Indebtedness under the Senior Credit Agreement outstanding on the
Issue Date, which will be deemed to have been Incurred under clause (3)) or is
entitled to be Incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify or reclassify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been Incurred pursuant to only one of
such clauses or pursuant to the first paragraph hereof.

SECTION 4.05.  Disposition of Proceeds of Asset Sales.

     (a) The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, make any Asset Sale, unless (1) the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale

<PAGE>   58

                                      -51-


at least equal to the Fair Market Value of the assets sold or otherwise disposed
of and (2) at least 75% of such consideration consists of (A) cash or Cash
Equivalents, (B) properties and capital assets to be used in a Related Business,
(C) Equity Interests in any Person which thereby becomes a Wholly Owned
Restricted Subsidiary whose assets consist primarily of properties and capital
assets used in a Related Business or (D) "earn out" or similar rights providing
for a cash payment contingent upon operating results or the financial condition
of the business and/or Person subject to such Asset Sale. The amount of any (i)
Indebtedness (other than any Subordinated Indebtedness) of the Company or any
Restricted Subsidiary that is actually assumed by the transferee in such Asset
Sale and from which the Company and the Restricted Subsidiaries are fully
released shall be deemed to be cash for purposes of determining the percentage
of cash consideration received by the Company or the Restricted Subsidiaries and
(ii) notes, securities or other similar obligations received by the Company or
the Restricted Subsidiaries from such transferee that are immediately converted,
sold or exchanged (or are converted, sold or exchanged within thirty days of the
related Asset Sale) by the Company or the Restricted Subsidiaries into cash
shall be deemed to be cash, in an amount equal to the net cash proceeds realized
upon such conversion, sale or exchange for purposes of determining the
percentage of cash consideration received by the Company or the Restricted
Subsidiaries.

     The Company or such Restricted Subsidiary, as the case may be, may (1)
apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof
to repay Senior Indebtedness, (2) commit in writing to acquire, construct or
improve properties and capital assets to be used in a Related Business and so
apply such Net Cash Proceeds within 365 days after the receipt thereof or (3)
apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof
or commence an offer or otherwise become obligated to repay Pari Passu Debt not
exceeding the Pari Passu Debt Pro Rata Share; provided that the Company or such
Restricted Subsidiary may use up to $15.0 million of aggregate Net Cash Proceeds
from Asset Sales for any purpose not prohibited by this Indenture.

     To the extent all or part of the Net Cash Proceeds of any Asset Sale are
not applied or committed within 365 days of such Asset Sale as described in
clause (1), (2) or (3) or the proviso of the immediately preceding paragraph
(such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall,
within 20 days after such 365th day, make an Offer to Purchase all outstanding
Notes up to a maximum principal amount (expressed as a multiple of $1,000) of
Notes equal to such Unutilized Net Cash Proceeds, at a purchase price in cash
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the Purchase Date; provided, however, that the Offer to
Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds
equal to or in excess of $15.0 million, at which time the entire amount of such
Unutilized Net Cash Proceeds, and not just the amount in excess of $15.0
million, shall be applied as required pursuant to this paragraph.

<PAGE>   59

                                      -52-


     (b) With respect to any Offer to Purchase effected pursuant to this Section
4.05, among the Notes, to the extent the aggregate principal amount of Notes
tendered pursuant to such Offer to Purchase exceeds the Unutilized Net Cash
Proceeds to be applied to the repurchase thereof, such Notes shall be purchased
pro rata based on the aggregate principal amount of such Notes tendered by each
Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate
amount of Notes tendered by the Holders of the Notes pursuant to such Offer to
Purchase, the Company may retain and utilize any portion of the Unutilized Net
Cash Proceeds not applied to repurchase the Notes for any general corporate
purposes. Upon the completion of an Offer to Purchase pursuant to this covenant,
the amount of unutilized Net Cash Proceeds shall be reset to zero.

     (c) In the event that the Company makes an Offer to Purchase the Notes, the
Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act, and any violation of the provisions of this Indenture relating
to such Offer to Purchase occurring as a result of such compliance shall not be
deemed a Default or an event that with the passing of time or giving of notice,
or both, would constitute an Event of Default.

     (d) Each Holder shall be entitled to tender all or any portion of the Notes
owned by such Holder pursuant to the Offer to Purchase, subject to the
requirement that any portion of a Note tendered must be tendered in an integral
multiple of $1,000 principal amount and subject to any proration among tendering
Holders as described above.

SECTION 4.06.  Limitation on Restricted Payments.

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

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

         (2) purchase, redeem or otherwise acquire or retire for value any
     Equity Interests of the Company or any Restricted Subsidiary (other than
     any such Equity Interests owned by the Company or any Restricted
     Subsidiary);


<PAGE>   60

                                      -53-


         (3) purchase, redeem, defease or retire for value, or make any
     principal payment on, prior to any scheduled maturity, scheduled repayment
     or scheduled sinking fund payment, any Subordinated Indebtedness (other
     than any Subordinated Indebtedness held by the Company or any Restricted
     Subsidiary); or

         (4) make any Investment (other than Permitted Investments) in any
     Person (other than in the Company, any Restricted Subsidiary or a Person
     that becomes a Restricted Subsidiary, or is merged with or into or
     consolidated with the Company or a Restricted Subsidiary (provided the
     Company or a Restricted Subsidiary is the survivor), as a result of or in
     connection with such Investment)

(any such payment or any other action (other than any exception thereto)
described in (1), (2), (3) or (4) above is each a "Restricted Payment"), unless:

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

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

         (III) immediately after giving effect to such Restricted Payment, the
     aggregate amount of all Restricted Payments declared or made on or after
     the Issue Date does not exceed an amount equal to the sum of (A) 50% of
     cumulative Consolidated Net Income determined for the period (taken as one
     period) from the beginning of the first fiscal quarter commencing after the
     Issue Date and ending on the last day of the most recent fiscal quarter
     immediately preceding the date of such Restricted Payment for which
     consolidated financial information of the Company is available (or if such
     cumulative Consolidated Net Income shall be a loss, minus 100% of such
     loss), plus (B) the aggregate net cash proceeds received by the Company
     either (i) as capital contributions to the Company after the Issue Date or
     (ii) from the issue and sale (other than to a Restricted Subsidiary) of its
     Qualified Equity Interests after the Issue Date (excluding the net proceeds
     from any issuance and sale of Qualified Equity Interests financed, directly
     or indirectly, using funds borrowed from the Company or any Restricted
     Subsidiary until and to the extent such borrowing is repaid), plus (C) the
     principal amount (or accreted amount (determined in accordance with GAAP),
     if less) of any Indebtedness of the Company or any Restricted Subsidiary
     Incurred after the Issue Date which has been converted into or exchanged
     for Qualified Equity Interests of the Company, plus (D) in the case of the
     disposition or repayment of any Investment constituting a Restricted
     Payment made after the Issue Date, an amount (to the extent not

<PAGE>   61

                                      -54-


     included in the computation of Consolidated Net Income) equal to the lesser
     of: (i) the return of capital with respect to such Investment and (ii) the
     amount of such Investment which was treated as a Restricted Payment, in
     either case, less the cost of the disposition of such Investment and net of
     taxes, plus (E) so long as the Designation thereof was treated as a
     Restricted Payment made after the Issue Date, with respect to any
     Unrestricted Subsidiary that has been redesignated as a Restricted
     Subsidiary after the Issue Date in accordance with Section 4.17, the
     Company's proportionate interest in an amount equal to the excess of (i)
     the total assets of such Subsidiary, valued on an aggregate basis at Fair
     Market Value, over (ii) the total liabilities of such Subsidiary,
     determined in accordance with GAAP (and provided that such amount shall not
     in any case exceed the Designation Amount with respect to such Restricted
     Subsidiary upon its Designation), plus (F) to the extent not included in
     the computation of Consolidated Net Income, the amount of cash dividends or
     cash distributions (other than to pay taxes) received from any Unrestricted
     Subsidiary since the Issue Date, minus (G) the greater of (i) $0 and (ii)
     the Designation Amount (measured as of the date of Designation) with
     respect to any Subsidiary of the Company which has been designated as an
     Unrestricted Subsidiary after the Issue Date in accordance with Section
     4.17

     The foregoing provisions will not prevent (1)(A) the payment of any
dividend or distribution on, or redemption of, Equity Interests within 60 days
after the date of declaration of such dividend or distribution or the giving of
formal notice of such redemption, if at the date of such declaration or giving
of such formal notice such payment or redemption would comply with the
provisions of this Indenture or (B) the payment of any dividend or distribution
on a pro rata basis to holders of minority Equity Interests in a Restricted
Subsidiary out of the net income from the Issue Date of such Restricted
Subsidiary; (2) the purchase, redemption, retirement or other acquisition of any
Equity Interests of the Company in exchange for, or out of the net cash proceeds
of (or the payment of a dividend or distribution to Holdings out of the net cash
proceeds of) the substantially concurrent issue and sale (other than to a
Restricted Subsidiary) of, other Equity Interests of the Company (other than
Disqualified Equity Interests, in the case of any such purchase, redemption,
retirement or other acquisition of Qualified Equity Interests); provided,
however, that any such net cash proceeds and the value of any Qualified Equity
Interests issued in exchange for such retired Equity Interests are excluded from
clause (III)(B) of the preceding paragraph (and were not included therein at any
time); (3) the purchase, redemption, retirement, defeasance or other acquisition
of Subordinated Indebtedness, or any other payment thereon, made in exchange
for, or out of the net cash proceeds of, a substantially concurrent issue and
sale (other than to a Restricted Subsidiary) of (A) Qualified Equity Interests
of the Company; provided, however, that any such net cash proceeds and the value
of any Qualified Equity Interests issued in exchange for Subordinated
Indebtedness are excluded from clauses (III)(B) and (III)(C) of the preceding
paragraph (and were not included therein at any time) or (B) other Subordinated
Indebtedness

<PAGE>   62

                                      -55-


having no stated maturity for the payment of principal thereof prior to the
final stated maturity of the Notes; (4) any Investment to the extent that it is
funded with the net cash proceeds of the substantially concurrent issue and sale
(other than to a Restricted Subsidiary) of Qualified Equity Interests of the
Company; provided, however, that any such net cash proceeds are excluded from
clause (III)(B) of the preceding paragraph (and were not included therein at any
time); (5) the purchase, redemption or other acquisition, cancellation or
retirement for value of Equity Interests, or options, warrants, equity
appreciation rights or other rights to purchase or acquire Equity Interests, of
the Company or any Restricted Subsidiary, or similar securities, held by
officers or employees or former officers or employees of the Company or any
Restricted Subsidiary (or their estates or beneficiaries under their estates),
upon death, disability, retirement or termination of employment, or otherwise
held pursuant to any employee equity subscription agreement, stock option
agreement or stock ownership arrangement or dividends by the Company to Holdings
to effect the same in respect of its Equity Interests held by officers or
employees or former officers or employees of the Company or any Restricted
Subsidiary (or their estates or beneficiaries under their estates), upon death,
disability, retirement or termination of employment or otherwise held pursuant
to any employee equity subscription agreement, stock option agreement or stock
ownership arrangement, not to exceed $2.0 million per fiscal year; provided that
if the full $2.0 million is not utilized in any fiscal year, such unutilized
portion may be so utilized in any subsequent fiscal year; and provided, further,
that in no fiscal year shall such payments exceed $6.0 million; (6) Restricted
Payments not to exceed $4.0 million in the aggregate since the Issue Date; (7)
payments to Holdings and/or AEA to pay general and administrative expenses of
Holdings and/or AEA not to exceed $375,000 in any fiscal year plus actual fees,
expenses and indemnity payments incurred by its officers and directors; (8) any
purchase or repayment of Subordinated Indebtedness upon a Change of Control or
an Asset Sale to the extent required by the agreement governing such
Subordinated Indebtedness but only if: (A) in the case of a Change of Control,
the Company shall have complied with all of its obligations under Section 4.14
and purchased all the Notes tendered pursuant to the Offer to Purchase required
thereby prior to purchasing or repaying such Subordinated Indebtedness or (B) in
the case of an Asset Sale, the Company shall have applied the Net Cash Proceeds
from such Asset Sale in accordance with Section 4.05; provided that (a) in
either case the purchase price (stated as a percentage of principal amount or
issue price plus accrued original discount, if less) of such Subordinated
Indebtedness shall not be greater than the price (stated as a percentage of
principal amount) of the Notes pursuant to any Offer to Purchase and (b) in the
case of an Asset Sale, the aggregate amount of such Subordinated Indebtedness
that the Company may purchase or repay shall not exceed the amount of Unutilized
Net Cash Proceeds, if any, remaining after the Company has purchased all Notes
tendered pursuant to such Offer to Purchase; (9) the payment of principal and
interest on the Junior Subordinated Notes in accordance with the terms thereof;
and (10) payments to Holdings in an amount necessary to permit the payment by
Holdings of principal on the Contingent Note in accordance with the terms
thereof; provided that (i) the contingency that would give

<PAGE>   63

                                      -56-


rise to any obligations in respect of the Contingent Note shall have been
satisfied in accordance with its terms on or prior to December 31, 2000 and (ii)
Holdings immediately uses such amount for such purpose; provided, however, that
in the case of each of clauses (2), (3), (5), (7), (8) and (10) no Default shall
have occurred and be continuing or would arise therefrom.

     In determining the amount of Restricted Payments permissible under this
Section 4.06, amounts expended pursuant to clauses (1), (5), (6), (8) and (10)
of the immediately preceding paragraph shall be included as Restricted Payments
and amounts expended pursuant to clauses (2), (3), (4), (7) and (9) shall be
excluded. The amount of any non-cash Restricted Payment shall be deemed to be
equal to the Fair Market Value thereof at the date of the making of such
Restricted Payment.

SECTION 4.07.  Corporate Existence.

     Except as permitted by Article Five, the Company shall do or shall cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Restricted Subsidiary in accordance with the respective organizational documents
of each such Restricted Subsidiary and the rights (charter and statutory) and
material franchises of the Company and the Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right or
franchise, or the corporate existence of any Restricted Subsidiary, if the Board
of Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and the
Restricted Subsidiaries, taken as a whole and that the loss thereof could not
reasonably be expected to have a material adverse effect on the ability of the
Company to perform its obligations hereunder; provided, further, however, that a
determination of the Board of Directors of the Company shall not be required in
the event of a merger of one or more Wholly Owned Restricted Subsidiaries of the
Company with or into another Wholly Owned Restricted Subsidiary of the Company
or another Person, if the surviving Person is a Wholly Owned Restricted
Subsidiary of the Company organized under the laws of the United States or a
State thereof or of the District of Columbia.

SECTION 4.08.  Payment of Taxes and Other Claims.

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary if failure to pay or discharge the same could reasonably
be expected to have a material adverse effect on the ability of the Company or
any Restricted Subsidiary to perform its obligations hereunder and (2) all
lawful claims for labor, materials and supplies which, in each case, if unpaid,
might by law become a material

<PAGE>   64

                                      -57-


liability, or Lien upon the property, of the Company or any Restricted
Subsidiary except for any Lien permitted to be incurred under Section 4.18, if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Restricted
Subsidiary to perform its obligations hereunder; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which appropriate provision has been made.

SECTION 4.09.  Notice of Defaults.

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

     (b) Upon becoming aware of any Default or Event of Default, the Company
shall promptly, and in any event within 30 days, deliver an Officers'
Certificate to the Trustee specifying the Default or Event of Default and what
action the Company proposes to take with respect thereto to the extent then
determined.

SECTION 4.10.  Maintenance of Properties and Insurance.

     (a) The Company shall cause all material properties owned by or leased to
it or any Restricted Subsidiary and used or useful in the conduct of its
business or the business of any Restricted Subsidiary to be maintained and kept
in normal condition, repair and working order (ordinary wear and tear excepted)
and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary, so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section 4.10 shall prevent the Company
or any Restricted Subsidiary from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Board of Directors or of
the board of directors of the Restricted Subsidiary concerned, or of an officer
(or other agent employed by the Company or of any Restricted Subsidiary) of the
Company or such Restricted Subsidiary having managerial responsibility for any
such property, desirable in the reasonable conduct of the business of the
Company or any Restricted Subsidiary; provided, however, that the foregoing
shall not prohibit a sale, transfer or conveyance to a Restricted Subsidiary or
any of its properties or assets in compliance with the terms of this Indenture.

<PAGE>   65

                                      -58-


     (b) The Company shall maintain, and shall cause the Restricted Subsidiaries
to maintain, insurance with carriers believed to be responsible against such
risks and in such amounts, and with such deductibles, retentions, self-insured
amounts and co-insurance provisions, as are customarily carried by similar
businesses of similar size and owning like properties in the same general
geographic areas in which the Company and its Restricted Subsidiaries operate,
including property and casualty loss, and workers' compensation insurance except
where the failure to do so could not reasonably be expected to have a material
adverse effect on the condition (financial or otherwise), earnings, business
affairs or prospects of the Company and its Restricted Subsidiaries, taken as a
whole.

SECTION 4.11.  Compliance Certificate.

     The Company shall deliver to the Trustee within 100 days after the close of
each fiscal year a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer stating that a
review of the activities of the Company has been made under the supervision of
the signing officers with a view to determining whether a Default or Event of
Default has occurred and whether or not the signers know of any Default or Event
of Default by the Company that occurred during such fiscal year. If they do know
of such a Default or Event of Default, the certificate shall describe all such
Defaults or Events of Default, their status and the action the Company is taking
or proposes to take with respect thereto. The first certificate to be delivered
by the Company pursuant to this Section 4.11 shall be for the fiscal year ending
December 31, 2000.

SECTION 4.12.  Provision of Financial Information.

     Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the SEC (if permitted by SEC practice and applicable law and regulations) the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the SEC pursuant to such Section 13(a) or 15(d)
(each, an "Exchange Act Report") or any successor provision thereto if the
Company were so subject, such documents to be filed with the SEC on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so subject. If,
at any time prior to the consummation of the exchange offer required pursuant to
the Registration Rights Agreement when the Company is not subject to such
Section 13(a) or 15(d), the information which would be required in an Exchange
Act Report is included in a public filing of the Company under the Securities
Act at the applicable Required Filing Date, such public filing shall fulfill the
filing requirement with the SEC with respect to the applicable Exchange Act
Report. The Company shall also in any event (1) within 15 days of each Required
Filing Date (whether or not permitted or required to be filed with the SEC) file
with the Trustee, copies of the annual reports, quarterly reports and other
documents which the Company is required to

<PAGE>   66

                                      -59-


file with the SEC pursuant to the preceding sentence, or, if such filing is not
so permitted (or, prior to the consummation of the exchange offer required
pursuant to the Registration Rights Agreement, when the Company is not subject
to Section 13(a) or 15(d) of the Exchange Act), information and data of a
similar nature, and (2) if, notwithstanding the preceding clause (1), filing
such documents by the Company with the SEC is not permitted by SEC practice or
applicable law or regulations, promptly upon written request supply copies of
such documents to any Holder. In addition, for so long as any Notes remain
outstanding, the Company will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any
beneficial holder of Notes, if not obtainable from the SEC, information of the
type that would be filed with the SEC pursuant to the foregoing provisions, upon
the request of any such holder. 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 compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 4.13.  Waiver of Stay, Extension or Usury Laws.

     Each of the Company and the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law, which would prohibit or forgive the
Company or such Guarantor from paying all or any portion of the principal of
and/or interest, if any, on the Notes 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 and each Guarantor hereby expressly waives all benefit or advantage
of any such law, and covenants that it shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

SECTION 4.14.  Change of Control.

     (a) In the event of the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall notify the
Holders of the Notes of such occurrence in the manner prescribed by this
Indenture and shall, within 20 days after the Change of Control Date (or, at the
Company's option, prior to such Change of Control Date), make an Offer to
Purchase all Notes then outstanding, and shall purchase all Notes validly
tendered, at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
Purchase Date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant

<PAGE>   67

                                      -60-


interest payment date); provided, that any Offer to Purchase made prior to any
Change of Control Date shall be made only in the reasonable anticipation of such
Change of Control, and provided, further, that the Company shall not purchase
any Notes tendered pursuant to such Offer to Purchase if such Change of Control
does not occur.

     (b) If a Change of Control occurs which also constitutes an event of
default under the Senior Credit Facility, the lenders under the Senior Credit
Facility would be entitled to exercise the remedies available to a secured
lender under applicable law and pursuant to the terms of the Senior Credit
Facility. Accordingly, any claims of such lenders with respect to the assets of
the Company will be prior to any claim of the Holders of the Notes with respect
to such assets.

     (c) If an Offer to Purchase is made, the Company may not have available
funds sufficient to pay for all of the Notes that might be tendered by Holders
of Notes seeking to accept the Offer to Purchase. If the Company fails to
repurchase all of the Notes tendered for purchase, such failure will constitute
an Event of Default under Section 6.01.

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

SECTION 4.15.  Limitation on Layering.

     (1) The Company shall not, directly or indirectly, Incur any Indebtedness
that by its terms would expressly rank senior in right of payment to the Notes
and expressly rank subordinate in right of payment to any other Indebtedness of
the Company; provided, that the foregoing restriction shall not apply to
distinctions between categories of Indebtedness that exist solely by reason or
Liens of Guaranties arising or created in respect of some but not all such
Indebtedness.

     (2) The Company shall not permit any Guarantor to, and no Guarantor shall,
directly or indirectly, Incur any Indebtedness that by its terms would expressly
rank senior in right of payment to the Guaranty of such Guarantor and expressly
rank subordinate in right of payment to any Guarantor Senior Indebtedness of
such Guarantor; provided, that the foregoing restriction shall not apply to
distinctions between categories of Indebtedness

<PAGE>   68

                                      -61-


that exist solely by reason or Liens of Guaranties arising or created in respect
of some but not all such Indebtedness.

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

     The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to: (A) pay dividends or make any other distributions to
the Company or any other Restricted Subsidiary on its Equity Interests or with
respect to any other interest or participation in, or measured by, its profits,
or pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(B) make loans or advances to, or guaranty any Indebtedness or other obligations
of, the Company or any other Restricted Subsidiary or (C) transfer any of its
properties or assets to the Company or any other Restricted Subsidiary, except
for such encumbrances or restrictions existing under or by reason of (1) the
Senior Credit Facility, or any other agreement of the Company or the Restricted
Subsidiaries outstanding on the Issue Date, in each case as in effect on the
Issue Date, and any amendments, restatements, renewals, replacements or
refinancings thereof; provided, however, that any such amendment, restatement,
renewal, replacement or refinancing is no more restrictive in the aggregate with
respect to such encumbrances or restrictions than those contained in the
agreement being amended, restated, renewed, replaced or refinanced; (2)
applicable law; (3) any instrument of an Acquired Person acquired by the Company
or any Restricted Subsidiary as in effect at the time of such acquisition
(except to the extent such instrument was entered into by such Acquired Person
in connection with, as a result of or in contemplation of such acquisition);
provided, however, that such encumbrances and restrictions are not applicable to
any Restricted Subsidiary, or the properties or assets of any Restricted
Subsidiary, other than the Acquired Person; (4) customary non-assignment
provisions in leases, licenses or contracts; (5) Purchase Money Indebtedness and
Capital Lease Obligations for property acquired in the ordinary course of
business that only imposes encumbrances and restrictions on the property so
acquired; (6) any agreement for the sale or disposition of the Equity Interests
or assets of any Restricted Subsidiary; provided, however, that such
encumbrances and restrictions described in this clause (6) are only applicable
to such Restricted Subsidiary or assets, as applicable, and any such sale or
disposition is made in compliance with Section 4.05 to the extent applicable
thereto; (7) refinancing Indebtedness permitted under clause (9) of the second
paragraph of Section 4.04; provided, however, that such encumbrances and
restrictions contained in the agreements governing such Indebtedness are no more
restrictive in the aggregate than those contained in the agreements governing
the Indebtedness being refinanced immediately prior to such refinancing; (8)
this Indenture; (9) contained in any other indenture governing debt securities
that are no more restrictive than those contained in this Indenture; (10)
customary restrictions in

<PAGE>   69

                                      -62-


any instrument governing Indebtedness of a Foreign Subsidiary permitted to be
Incurred pursuant to Section 4.04; provided that the aggregate Consolidated
EBITDA for the four quarter period of the most recent four consecutive fiscal
quarters ending prior to the date such Indebtedness is Incurred of all Foreign
Subsidiaries subject to such restrictions shall not exceed 30% of the
Consolidated EBITDA for such four quarter period of the Company; provided,
further, that Consolidated EBITDA shall be calculated after giving effect on a
pro forma basis to any transactions which would require adjustment pursuant to
the calculation described under the definition of "Consolidated Coverage Ratio"
as if such transaction had occurred on the first day of such four quarter
period; or (11) any restriction contained in any security agreement or mortgage
securing Indebtedness of any Restricted Subsidiary to the extent such
restriction restricts the transfer of the property subject to such security
agreement or mortgage.

SECTION 4.17.  Designation of Unrestricted Subsidiaries.

     (a) The Company may designate after the Issue Date any Subsidiary of the
Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation")
only if:

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

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

     (3) assuming the effectiveness of such Designation, the Designation and an
   Investment (other than a Permitted Investment (except for Investments
   described in clauses (10) and (11) of the definition of "Permitted
   Investments")) in an amount (the "Designation Amount") equal to the Fair
   Market Value of the Company's aggregate Investment in such Subsidiary on such
   date could be made in compliance with the first paragraph of Section 4.06.

     Neither the Company nor any Restricted Subsidiary shall at any time (A)
provide credit support for, subject any of its property or assets (other than
the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or
guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), (B) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary, or (C) be directly or indirectly liable for any Indebtedness which
provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Indebtedness of any Unrestricted Subsidiary, except for any
non-recourse guarantee given solely to support the pledge by the Company

<PAGE>   70

                                      -63-


or any Restricted Subsidiary of the capital stock of any Unrestricted
Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall be automatically
deemed to be Unrestricted Subsidiaries.

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

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

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

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

SECTION 4.18.  Limitation on Liens.

     The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, Incur or suffer to exist any Liens (other
than Permitted Liens) against or upon any of their respective properties or
assets now owned or hereafter acquired, or any proceeds therefrom or any income
or profits therefrom, to secure any Specified Indebtedness unless
contemporaneously therewith effective provision is made, in the case of the
Company, to secure the Notes and all other amounts due under this Indenture, and
in the case of a Restricted Subsidiary which is a Guarantor, to secure such
Restricted Subsidiary's Guaranty of the Notes and all other amounts due under
this Indenture, equally and ratably with such Indebtedness (or, in the event
that such Indebtedness is subordinated in right of payment to the Notes or such
Guarantor's Guaranty, prior to such Indebtedness) with a Lien on the same
properties and assets securing such Indebtedness for so long as such
Indebtedness is secured by such Lien.

SECTION 4.19.  Guaranty of Notes by Restricted Subsidiaries.

     The Company shall cause each Subsidiary, other than a Guarantor, an
Unrestricted Subsidiary or a Foreign Subsidiary formed or acquired after the
Issue Date, to guarantee all of the Company's Obligations under the Notes and
this Indenture on the terms set forth in Article Eleven; provided that Foreign
Subsidiaries shall also be required to be Guarantors to the extent such Foreign
Subsidiaries guarantee Indebtedness of the Company or of any Subsidiary which is
not a Foreign Subsidiary in a principal amount equal to or greater

<PAGE>   71

                                      -64-


than $25.0 million in the aggregate for all Foreign Subsidiaries; provided,
however, that the guarantee of such Subsidiary shall be subordinated in right of
payment to all Guarantor Senior Indebtedness of such Subsidiary pursuant to the
subordination provisions of Article Twelve.

     The Company shall cause each such Restricted Subsidiary to (i) execute and
deliver to the Trustee a supplemental indenture in form reasonably satisfactory
to the Trustee pursuant to which such Restricted Subsidiary shall become a party
to this Indenture as a Guarantor and thereby unconditionally guarantee all of
the Company's Obligations under the Notes and this Indenture on the terms set
forth in Article Eleven and Article Twelve hereof, (ii) execute and deliver to
the Trustee a Note Guarantee in accordance with Section 11.06 and (iii) deliver
to the Trustee an opinion of counsel that each of such supplemental indenture
and Note Guarantee has been duly authorized, executed and delivered by such
Restricted Subsidiary and constitutes a legal, valid, binding and enforceable
obligation of such Restricted Subsidiary (which opinion may be subject to
customary assumptions and qualifications). Thereafter, such Restricted
Subsidiary shall (unless released in accordance with the terms of this
Indenture) be a Guarantor for all purposes of this Indenture.

SECTION 4.20.  Limitation on the Sale or Issuance of Preferred Equity Interests
               of Restricted Subsidiaries.

     The Company shall not sell any Preferred Equity Interest of a Restricted
Subsidiary, and shall not cause or permit any Restricted Subsidiary to issue any
of its Preferred Equity Interests or sell any Preferred Equity Interests of
another Restricted Subsidiary (other than to the Company or a Wholly Owned
Restricted Subsidiary or to the directors as director's qualifying shares to the
extent required by applicable law, or if, immediately after giving effect to
such issuance or sale, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary).


                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION


SECTION 5.01.  Mergers, Sale of Assets, etc.

     (a) The Company shall not consolidate with or merge with or into (whether
or not the Company is the Surviving Person) any other entity and the Company
shall not and shall not cause or permit any Restricted Subsidiary to, sell,
convey, assign, transfer, lease or otherwise dispose of all or substantially all
of the Company's and the Restricted Subsidiaries' properties and assets
(determined on a consolidated basis for the Company and the Restricted

<PAGE>   72

                                      -65-


Subsidiaries) to any entity in a single transaction or series of related
transactions, unless: (1) either (A) the Company shall be the Surviving Person
or (B) the Surviving Person (if other than the Company) shall be a corporation
organized and validly existing under the laws of the United States of America or
any State thereof or the District of Columbia, and shall, in any such case,
expressly assume by a supplemental indenture, the due and punctual payment of
the principal of, premium, if any, and interest on all the Notes and the
performance and observance of every covenant of this Indenture and the
Registration Rights Agreement to be performed or observed on the part of the
Company; (2) immediately thereafter, on a pro forma basis after giving effect to
such transaction as if it had occurred at the beginning of the four quarter
period immediately preceding such transaction for which consolidated financial
statements of the Company are available, no Default or Event of Default shall
have occurred and be continuing; (3) immediately after giving effect to any such
transaction including the Incurrence by the Company or any Restricted
Subsidiary, directly or indirectly, of additional Indebtedness (and treating any
Indebtedness not previously an obligation of the Company or any Restricted
Subsidiary in connection with or as a result of such transaction as having been
Incurred at the time of such transaction), the Surviving Person could Incur, on
a pro forma basis after giving effect to such transaction as if it had occurred
at the beginning of the four quarter period immediately preceding such
transaction for which consolidated financial statements of the Company are
available, at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of
Section 4.04; and (4) the Company will have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.

     Notwithstanding the foregoing clause (3) of the immediately preceding
paragraph, any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company.

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

     (b) No Guarantor (other than a Guarantor whose Guaranty is to be released
in accordance with the terms of its Guaranty and Section 11.03) shall
consolidate with or merge with or into another Person, whether or not such
Person is affiliated with such Guarantor and whether or not such Guarantor is
the Surviving Person, unless (A) the Surviving Person (if other than such
Guarantor) is a corporation organized and validly existing under the laws of the
United States, any State thereof or the District of Columbia; (B) the Surviving
Person (if other than such Guarantor) expressly assumes by a supplemental
indenture all the obligations

<PAGE>   73

                                      -66-


of such Guarantor under its Guaranty of the Notes and the performance and
observance of every covenant of this Indenture and the Registration Rights
Agreement to be performed or observed by such Guarantor; (C) at the time of and
immediately after such Disposition, on a pro forma basis after giving effect to
such transaction as if it had occurred at the beginning of the four quarter
period immediately preceding such transaction for which consolidated financial
statements of the Company are available, no Default or Event of Default shall
have occurred and be continuing; and (D) the Company will have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.

SECTION 5.02.  Successor Corporation Substituted.

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


                                   ARTICLE SIX

                              DEFAULT AND REMEDIES


SECTION 6.01.  Events of Default.

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

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

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

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

<PAGE>   74

                                      -67-


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

     (4) failure to perform or comply with any of the provisions of Section
   5.01;

     (5) failure to perform any other covenant, warranty or agreement of the
   Company under this Indenture or in the Notes or of the Guarantors under this
   Indenture or in the Guaranties continued for 30 days or more after written
   notice to the Company by the Trustee or to the Trustee and the Company by
   Holders of at least 25% in aggregate principal amount of the outstanding
   Notes;

     (6) default or defaults under the terms of one or more instruments
   evidencing or securing Indebtedness of the Company or any of its Significant
   Restricted Subsidiaries having an outstanding principal amount of greater
   than $10.0 million individually or in the aggregate that have resulted in the
   acceleration of the payment of such Indebtedness or failure by the Company or
   any of its Significant Restricted Subsidiaries to pay principal when due at
   the stated maturity of any such Indebtedness;

     (7) the rendering of a final judgment or judgments (not subject to appeal)
   against the Company or any of its Significant Restricted Subsidiaries in an
   amount of greater than $10.0 million (net of any amounts covered by reputable
   and creditworthy insurance companies) which remains undischarged or unstayed
   for a period of 60 days after the date on which the right to appeal has
   expired;

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

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

<PAGE>   75

                                      -68-


   missed on appeal, then the Event of Default hereunder by reason of the entry
   of such order or decree shall be deemed to have been cured; or

     (10) other than as provided in or pursuant to any Guaranty or this
   Indenture, any Guaranty ceases to be in full force and effect or is declared
   null and void and unenforceable or found to be invalid or any Guarantor
   denies its liability under its Guaranty (other than by reason of a release of
   such Guarantor from its Guaranty in accordance with the terms of this
   Indenture and such Guaranty).

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

     A Default under clause (5) of this Section 6.01 is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company and the Trustee, of
the Default in writing and the Company does not cure the Default within 30 days
after receipt of the notice. The notice must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default." Such notice
shall be given by the Trustee if so requested by the Holders of at least 25% in
principal amount of the Notes then outstanding. When a Default is cured, it
ceases.

SECTION 6.02.  Acceleration.

     If an Event of Default with respect to the Notes (other than an Event of
Default with respect to the Company described in clause (8) or (9) of Section
6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Notes, by notice in writing to the
Trustee and the Company, may declare the unpaid principal of (and premium, if
any) and accrued interest to the date of acceleration on all outstanding Notes
to be due and payable immediately and, upon any such declaration, such principal
amount (and premium, if any) and accrued interest, notwithstanding anything
contained in this Indenture or the Notes to the contrary, shall become
immediately due and payable; provided, however, that so long as the Senior
Credit Facility shall be in full force and effect, if an Event of Default shall
have occurred and be continuing (other than an Event of Default with respect to
the Company described in clause (8) or (9) of Section 6.01), the Notes shall not
become due and payable until the earlier to occur of (A) five Business Days
following delivery of a written notice of such acceleration of the Notes to the
agent under the Senior Credit Facility and (B) the acceleration (ipso facto or
otherwise) of any Indebtedness under the Senior Credit Facility.

<PAGE>   76

                                      -69-


     If an Event of Default with respect to the Company described in clause (8)
or (9) of Section 6.01 occurs, the Notes will ipso facto become immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder of the Notes.

     Notwithstanding the foregoing, in the event of a declaration of
acceleration in respect of the Notes because an Event of Default specified in
clause (6) of Section 6.01 shall have occurred and be continuing, such
declaration of acceleration of the Notes and such Event of Default shall be
automatically annulled and rescinded and be of no further effect if the
Indebtedness that is the subject of such Event of Default has been discharged or
paid in full or such Event of Default shall have been cured or waived by holders
of such Indebtedness and if such Indebtedness or such Event of Default shall
have been accelerated, then the holders thereof have rescinded their declaration
of acceleration in respect of such Indebtedness and written notice of such
discharge, cure or waiver and rescission, as the case may be, shall have been
given to the Trustee within 60 days after such declaration of acceleration in
respect of the Notes by the Company or by the requisite holders of such
Indebtedness or a trustee, fiduciary or agent for such holders or other evidence
satisfactory to the Company of such events is provided to the Trustee and no
other Event of Default shall have occurred which has not been cured or waived
during such 60-day period.

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

SECTION 6.03.  Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy maturing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

<PAGE>   77

                                      -70-


SECTION 6.04.  Waiver of Past Default.

     Subject to Sections 2.09, 6.07 and 10.02, prior to the declaration of
acceleration of the Notes, the Holders of not less than a majority in aggregate
principal amount of the outstanding Notes by written notice to the Trustee may
waive an existing Default or Event of Default and its consequences, except a
Default in the payment of principal of or interest on any Note as specified in
clauses (1), (2) and (3) of Section 6.01 or a Default in respect of any term or
provision of this Indenture that may not be amended or modified without the
consent of each Holder affected as provided in Section 10.02. The Company shall
deliver to the Trustee an Officers' Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such
consents. In case of any such waiver, the Company, the Trustee and the Holders
shall be restored to their former positions and rights hereunder and under the
Notes, respectively. This paragraph of this Section 6.04 shall be in lieu of ss.
316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly
excluded from this Indenture and the Notes, as permitted by the TIA.

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

SECTION 6.05.  Control by Majority.

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

SECTION 6.06.  Limitation on Suits.

     A Holder may not pursue any remedy with respect to this Indenture or the
Notes unless:

<PAGE>   78

                                      -71-


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

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

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

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

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

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

SECTION 6.07.  Rights of Holders To Receive Payment.

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

SECTION 6.08.  Collection Suit by Trustee.

     If an Event of Default in payment of principal or interest specified in
Section 6.01(1), (2) or (3) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
or any other obligor on the Notes for the whole amount of principal and accrued
interest remaining unpaid, together with interest overdue on principal and to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

<PAGE>   79

                                      -72-


SECTION 6.09.  Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceedings is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

SECTION 6.10.  Priorities.

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

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

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

     Third: to the Company.

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

SECTION 6.11.  Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to
<PAGE>   80

                                     - 73-



the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 shall not apply to a suit by the Trustee, a suit by a Holder
or group of Holders of more than 10% in aggregate principal amount of the
outstanding Notes, or to any suit instituted by any Holder for the enforcement
or the payment of the principal or interest on any Notes on or after the
respective due dates expressed in the Note.


                                  ARTICLE SEVEN

                                     TRUSTEE


SECTION 7.01. Duties of Trustee.

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

     (b) Except during the continuance of a Default:

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

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

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

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

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

<PAGE>   81

                                     - 74-

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

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

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

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

SECTION 7.02. Rights of Trustee.

     Subject to Section 7.01:

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

     (b) Before the Trustee acts or refrains from acting, it may require an
   Officers' Certificate and/or an Opinion of Counsel, which shall conform to
   the provisions of Section 13.05. The Trustee shall not be liable for any
   action it takes or omits to take in good faith in reliance on such
   certificate or opinion.

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

     (d) The Trustee shall not be liable for any action it takes or omits to
   take in good faith which it reasonably believes to be authorized or within
   its rights or powers other than any liabilities arising out of the gross
   negligence, bad faith or willful misconduct of the Trustee.


<PAGE>   82

                                     - 75-

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

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

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

     (h) The Trustee shall not be bound to make any investigation into the facts
   or matters stated in any resolution, certificate, statement, instrument,
   opinion, report, notice, request, direction, consent, order, bond, debenture,
   note, other evidence of indebtedness or other paper or document, but the
   Trustee, in its discretion, may make such further inquiry or investigation
   into such facts or matters as it may reasonably 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 at the expense of the Company, and shall
   incur no liability or additional liability of any kind by reason of such
   inquiry or investigation.

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

SECTION 7.03. Individual Rights of Trustee.

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

SECTION 7.04. Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Com-


<PAGE>   83

                                     - 76-

pany's use of the proceeds from the Notes, and it shall not be responsible for
any statement of the Company in this Indenture or any document issued in
connection with the sale of Notes or any statement in the Notes other than the
Trustee's certificate of authentication and the Statement on Eligibility and
Qualification on Form T-1 to be filed in connection with the Registration of the
Notes.

SECTION 7.05. Notice of Defaults.

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

SECTION 7.06. Reports by Trustee to Holders.

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

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

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

SECTION 7.07. Compensation and Indemnity.

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



<PAGE>   84

                                     - 77-

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

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

     The Company need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee as a result of the violation of this Indenture by the Trustee.

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

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(8) or (9) occurs, the expenses (including the
reasonable fees and expenses of its agents and counsel) and the compensation for
the services shall be preferred over the status of the Holders in a proceeding
under any Bankruptcy Law and are intended to constitute expenses of
administration under any Bankruptcy Law. The Company's obligations under this
Section 7.07 and any claim arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article Nine and any rejection or termination under any Bankruptcy Law.


<PAGE>   85

                                     - 78-

SECTION 7.08. Replacement of Trustee.

     The Trustee may resign at any time by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing no
later than 20 Business Days prior to the proposed date of resignation and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee if:

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

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

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

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. As promptly as practicable after
that, the retiring Trustee shall transfer, after payment of all sums then owing
to the Trustee pursuant to Section 7.07, all property held by it as Trustee to
the successor Trustee, subject to the Lien provided in Section 7.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have the rights, powers and duties of the Trustee under
this Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

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

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

<PAGE>   86


                                     - 79-

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation or
banking corporation, the resulting, surviving or transferee corporation or
banking corporation without any further act shall be the successor Trustee so
long as it meets the requirements of Section 7.10.

SECTION 7.10. Eligibility; Disqualification.

     This Indenture shall always have a Trustee which shall be eligible to act
as Trustee under TIA ss.ss. 310(a)(1) and 310(a)(2). The Trustee shall have a
combined capital and surplus of at least $150,000,000 as set forth in its most
recent published annual report of condition. If the Trustee has or shall acquire
any "conflicting interest" within the meaning of TIA ss. 310(b), the Trustee and
the Company shall comply with the provisions of TIA ss. 310(b); provided,
however, that there shall be excluded from the operation of TIA ss. 310(b)(1)
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA ss. 310(b)(1) are met. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, the Trustee shall resign immediately in the
manner and with the effect hereinbefore specified in this Article Seven.

SECTION 7.11. Preferential Collection of Claims Against Company.

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


                                  ARTICLE EIGHT

                             SUBORDINATION OF NOTES


SECTION 8.01. Notes Subordinated to Senior Indebtedness.

     The Company covenants and agrees, and the Trustee and each Holder of the
Notes by his acceptance thereof likewise covenant and agree, that all Notes
shall be issued subject to the provisions of this Article Eight; and each person
holding any Note, whether

<PAGE>   87

                                     - 80-

upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees that all payments of the principal of and interest on the Notes by
the Company shall, to the extent and in the manner set forth in this Article
Eight, be subordinated and junior in right of payment to the prior payment in
full in cash of all amounts payable under Senior Indebtedness.

SECTION 8.02. No Payment on Notes in Certain Circumstances.

     (a) No direct or indirect payment (excluding any payment or distribution of
Permitted Junior Securities and excluding any payment from funds held in trust
for the benefit of the Holders pursuant to Article Nine (a "Defeasance Trust
Payment")) by or on behalf of the Company or any Subsidiary of the Company of
principal of, premium, if any, or interest on the Notes, whether pursuant to the
terms of the Notes, upon acceleration, pursuant to an Offer to Purchase or
otherwise, will be made if, at the time of such payment, there exists a default
in the payment of all or any portion of the obligations on any Designated Senior
Indebtedness, whether at maturity, on account of mandatory redemption or
prepayment, acceleration or otherwise, and such default shall not have been
cured or waived or the benefits of this sentence waived by or on behalf of the
holders of such Designated Senior Indebtedness. In addition, during the
continuance of any non-payment event of default with respect to any Designated
Senior Indebtedness pursuant to which the maturity thereof may be immediately
accelerated, and upon receipt by the Trustee of written notice (a "Payment
Blockage Notice") from the holder or holders of such Designated Senior
Indebtedness or the trustee or agent acting on behalf of the holders of such
Designated Senior Indebtedness, then, unless and until such event of default has
been cured or waived or has ceased to exist or such Designated Senior
Indebtedness has been discharged or repaid in full in cash or the benefits of
these provisions have been waived by the holders of such Designated Senior
Indebtedness, no direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities and excluding any Defeasance Trust
Payment) will be made by or on behalf of the Company or any Subsidiary of the
Company of principal of, premium, if any, or interest on the Notes, to such
Holders, during a period (a "Payment Blockage Period") commencing on the date of
receipt of such notice by the Trustee and ending 179 days thereafter.

     Notwithstanding anything in the subordination provisions of this Indenture
or the Notes to the contrary, (1) in no event will a Payment Blockage Period
extend beyond 179 days from the date the Payment Blockage Notice in respect
thereof was given, (2) there shall be a period of at least 181 consecutive days
in each 360-day period when no Payment Blockage Period is in effect and (3) not
more than one Payment Blockage Period may be commenced with respect to the Notes
during any period of 360 consecutive days. No event of default that existed or
was continuing on the date of commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period (to the extent the holder of Designated Senior Indebtedness, or trustee
or agent, giving notice commencing such Payment Blockage Period had knowledge of
such existing or con-

<PAGE>   88

                                     - 81-

tinuing event of default) may be, or be made, the basis for the commencement of
any other Payment Blockage Period by the holder or holders of such Designated
Senior Indebtedness or the trustee or agent acting on behalf of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such event of default has been cured or waived for a period of not less
than 90 consecutive days.

     (b) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by Section
8.02(a), such payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Designated Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Designated Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that, upon notice from the Trustee to the holders of Designated Senior
Indebtedness that such prohibited payment has been made, the holders of the
Designated Senior Indebtedness (or their representative or representatives or a
trustee or trustees) notify the Trustee in writing of the amounts then due and
owing on the Designated Senior Indebtedness, if any, and only the amounts
specified in such notice to the Trustee shall be paid to the holders of
Designated Senior Indebtedness.

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

     (a) Upon any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities (excluding any
payment or distribution of Permitted Junior Securities and excluding Defeasance
Trust Payment), upon any dissolution or winding-up or total liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all Senior
Indebtedness shall first be paid in full in cash before the Holders of the Notes
or the Trustee on behalf of such Holders shall be entitled to receive any
payment by the Company of the principal of, premium, if any, or interest on the
Notes, or any payment by the Company to acquire any of the Notes for cash,
property or securities, or any distribution by the Company with respect to the
Notes of any cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities and excluding any Defeasance Trust Payment).
Before any payment may be made by, or on behalf of, the Company of the principal
of, premium, if any, or interest on the Notes upon any such dissolution or
winding-up or total liquidation or reorganization, any payment or distribution
of assets or securities of the Company of any kind or character, whether in
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities and excluding any Defeasance Trust Payment), to which the
Holders of the Notes or the Trustee on their behalf would be entitled, but for
the subordination provisions of this Indenture, shall be made by the Company or
by any receiver, trustee in bankruptcy, liquidation trustee, agent or other
Person making such payment or distribution, directly to the holders of the
Senior Indebtedness (pro rata to such holders on the basis of the

<PAGE>   89

                                     - 82-


respective amounts of Senior Indebtedness held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, to the extent
necessary to pay all such Senior Indebtedness in full in cash after giving
effect to any prior or concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.

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

     The consolidation of the Company with, or the merger of the Company with or
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 8.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 8.04. Subrogation.

     Upon the payment in full in cash of all Senior Indebtedness, or provision
for payment, the Holders of the Notes shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company made on such Senior Indebtedness until the
principal of and interest on the Notes shall be paid in full in cash; and, for
the purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the Holders
of the Notes or the Trustee on their behalf would be entitled except for the
provisions of this Article Eight, and no payment over pursuant to the provisions
of this Article Eight to

<PAGE>   90

                                     - 83-

the holders of Senior Indebtedness by Holders of the Notes or the Trustee on
their behalf shall, as between the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Notes, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article Eight are and are intended solely for the purpose
of defining the relative rights of the Holders of the Notes, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

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

SECTION 8.05. Obligations of Company Unconditional.

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

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

SECTION 8.06. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee

<PAGE>   91

                                     - 84-

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

     In the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Eight, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Eight, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

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

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

<PAGE>   92

                                     - 85-

the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Eight.

SECTION 8.08. Trustee's Relation to Senior Indebtedness.

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

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

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

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

SECTION 8.10. Holders Authorize Trustee To Effectuate Subordination of Notes.

     Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Eight, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or

<PAGE>   93

                                     - 86-

otherwise) tending towards liquidation of the business and assets of the
Company, the filing of a claim for the unpaid balance of its or his Notes in the
form required in those proceedings.

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

     The failure to make a payment on account of principal of or interest on the
Notes by reason of any provision of this Article Eight shall not be construed as
preventing the occurrence of an Event of Default specified in clauses (1), (2)
or (3) of Section 6.01.

SECTION 8.12. Trustee's Compensation Not Prejudiced.

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

SECTION 8.13. No Waiver of Subordination Provisions.

     Without in any way limiting the generality of Section 8.09, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Holders of the Notes, without incurring
responsibility to the Holders of the Notes and without impairing or releasing
the subordination provided in this Article Eight or the obligations hereunder of
the Holders of the Notes to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding or secured; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (c)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (d) exercise or refrain from exercising any rights against the
Company and any other Person.

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

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

     Nothing contained in this Article Eight or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Section
8.02, from making payments of principal of and interest on the Notes or from
depositing with the Trustee any moneys for such pay

<PAGE>   94

                                      -87-


ments or from effecting a termination of the Company's and the Guarantors'
obligations under the Notes and this Indenture as provided in Article Nine, or
(ii) the application by the Trustee of any moneys deposited with it for the
purpose of making such payments of principal of and interest on the Notes, to
the holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 8.02(b) or in Section 8.06. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company.

SECTION 8.15. Acceleration of Notes.

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


                                  ARTICLE NINE

                             DISCHARGE OF INDENTURE


SECTION 9.01. Termination of Company's Obligations.

     Subject to the provisions of Article Eight, this Indenture will be
discharged and the Company's and the Guarantors' substantive obligations in
respect of the Notes will cease when either: (1)(A) all Notes theretofor
authenticated and delivered have been delivered to the Trustee for cancellation
or (B) all Notes not theretofor delivered to the Trustee for cancellation (i)
have become due and payable, (ii) will become due and payable at their Stated
Maturity within one year or (iii) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense of, the Company; and
(2) the Company has deposited or caused to be deposited with the Trustee, in
trust for the benefit of the holders of the Notes, all sums payable by it on
account of principal of, premium, if any, and interest on all Notes (except
lost, stolen or destroyed Notes which have been replaced or paid) or otherwise,
together with irrevocable instructions from the Company directing the Trustee to
apply such funds to the payment thereof at the Stated Maturity or redemption
date, as the case may be by delivering all outstanding Notes to the Trustee for
cancellation and paying all sums payable by it on account of principal of and
interest on all Notes or otherwise. In addition to the foregoing, subject to the
provisions of Article Eight with respect to the creation of the defeasance trust
provided for in the following clause (1), the Company may, provided that no
Default or Event of Default has occurred and is continuing or would arise
therefrom (or, with respect to a Default or Event of Default specified in
Section 6.01(8) or (9), occurs at any time on or prior to the 91st calendar day
after the date of the Company deposits with the Trustee all sums payable by it
on account of principal of, premium, if any, and interest on all Notes or
otherwise (it being understood that this condition shall not be deemed satisfied
until after such 91st day)) and

<PAGE>   95

                                      -88-

provided that no default under any Senior Indebtedness would result therefrom,
terminate its and the Guarantors' substantive obligations in respect of Article
Four (other than Sections 4.01, 4.02, 4.07, 4.09 and 4.11) and Article Five
hereof and any Event of Default specified in Section 6.01 (4) or (5) by (1)
depositing with the Trustee, under the terms of an irrevocable trust agreement,
money or United States Government Obligations sufficient to pay all remaining
Indebtedness on the Notes, (2) delivering to the Trustee either an Opinion of
Counsel or a ruling directed to the Trustee from the Internal Revenue Service to
the effect that the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and termination of obligations
and (3) delivering to the Trustee an Officers' Certificate and an Opinion of
Counsel each stating compliance with all conditions precedent provided for
herein. In addition, subject to the provisions of Article Eight with respect to
the creation of the defeasance trust provided for in the following clause (1),
the Company may, provided that no Default or Event of Default has occurred and
is continuing or would arise therefrom (or, with respect to a Default or Event
of Default specified in Section 6.01(8) or (9), occurs at any time on or prior
to the 91st calendar day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 91st day))
and provided that no default under any Senior Indebtedness would arise
therefrom, terminate all of its and the Guarantors' substantive obligations in
respect of the Notes (including its obligations to pay the principal of and
interest on the Notes and the Guarantors' Guaranty thereof) by (1) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
Indebtedness on the Notes, (2) delivering to the Trustee either a ruling
directed to the Trustee from the Internal Revenue Service to the effect that the
Holders of the Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such deposit and termination of obligations or an
Opinion of Counsel addressed to the Trustee based upon such a ruling or based on
a change in the applicable Federal tax law since the date of this Indenture to
such effect and (3) delivering to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating compliance with all conditions precedent
provided for herein.

     Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not
with respect to termination of substantive obligations pursuant to the third
sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall
survive until the Notes are no longer outstanding. Thereafter the Company's
obligations in Sections 7.07, 9.03 and 9.04 shall survive.

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

<PAGE>   96

                                      -89-

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

SECTION 9.02. Application of Trust Money.

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

SECTION 9.03. Repayment to Company.

     Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay to the
Company upon written request any excess money held by it at any time. The
Trustee shall pay to the Company upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and all liability of
the Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 9.04. Reinstatement.

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



<PAGE>   97

                                      -90-

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 10.01. Without Consent of Holders.

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

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

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

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

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

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

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

     (g) to evidence the succession of another Person to any Guarantor and the
   assumption by any such successor of the covenants of such Guarantor herein
   and in the Guaranty in connection with any transaction complying with Article
   Five of this Indenture;

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

     (i) to secure the Notes pursuant to the requirements of Section 4.18 or
   otherwise; or


<PAGE>   98

                                      -91-

     (j) to reflect the release of a Guarantor from its obligations with respect
   to its Guaranty in accordance with the provisions of Section 11.03 and to add
   a Guarantor pursuant to the requirements of Section 4.19;

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

SECTION 10.02. With Consent of Holders.

     Subject to Section 6.07, the Company and the Guarantors, when authorized by
a resolution of their respective Boards of Directors, and the Trustee may amend
or supplement this Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount of the outstanding Notes.
Subject to Section 6.07, the Holders of a majority in principal amount of the
outstanding Notes may waive compliance by the Company or any Guarantor with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment, supplement or waiver, including a waiver pursuant
to Section 6.04, may not:

     (a) change the maturity of the principal of or any installment of interest
   on any such Note or alter the optional redemption or repurchase provisions of
   any such Note or this Indenture in a manner materially adverse to the Holders
   of the Notes;

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

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

     (d) change the currency of payment of principal of (or premium) or interest
   on any such Note;

     (e) impair the right of the Holders of Notes to institute suit for the
   enforcement of any payment on or with respect to any such Note or any
   Guaranty in respect thereof;

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

     (g) waive a Default in the payment of the principal of, interest on, or
   redemption payment with respect to, the Notes (except a rescission of
   acceleration of the

<PAGE>   99

                                      -92-

   Notes by the Holders as provided in Section 6.02 and a waiver of the
   payment default that resulted from such acceleration);

     (h) modify the ranking or priority of any Note or the Guaranty in respect
   thereof of any Guarantor or modify the definition of Senior Indebtedness or
   Guarantor Senior Indebtedness or amend or modify any of the provisions of
   Article Eight or Article Twelve in any manner adverse to the Holders of the
   Notes;

     (i) modify the provisions of any covenant (or the related definitions) in
   the Indenture requiring the Company to make an Offer to Purchase following an
   event or circumstance which may give rise to the requirement to make an Offer
   to Purchase in a manner materially adverse tot he Holders of the Notes
   affected thereby otherwise than in accordance with the Indenture; or

     (j) release any Guarantor from any of its obligations under its Guaranty or
   this Indenture otherwise than in accordance with this Indenture.

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

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

     After an amendment, supplement or waiver under this Section 10.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 10.03. Compliance with Trust Indenture Act.

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


<PAGE>   100

                                      -93-


SECTION 10.04. Revocation and Effect of Consents.

     Until an amendment or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of that Note
or portion of that Note that evidences the same debt as the consenting Holder's
Note, even if notation of the consent is not made on any Note. Subject to the
following paragraph, any such Holder or subsequent Holder may revoke the consent
as to such Holder's Note or portion of such Note by notice to the Trustee or the
Company received before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Notes entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then,
notwithstanding the last sentence of the immediately preceding paragraph, those
persons who were Holders of Notes at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Notes after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (a) through
(j) of Section 10.02. In that case the amendment, supplement or waiver shall
bind each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note.

SECTION 10.05. Notation on or Exchange of Notes.

     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

SECTION 10.06. Trustee To Sign Amendments, etc.

     The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any amendment,
supplement or

<PAGE>   101

                                      -94-

waiver authorized pursuant to this Article Ten is authorized or permitted by
this Indenture and that such amendment, supplement or waiver constitutes the
legal, valid and binding obligation of the Company and the Guarantors,
enforceable in accordance with its terms (subject to customary exceptions). The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise. In signing any amendment,
supplement or waiver, the Trustee shall be entitled to receive an indemnity
reasonably satisfactory to it.


                                 ARTICLE ELEVEN

                                    GUARANTY


SECTION 11.01. Unconditional Guaranty.

     Each Guarantor hereby unconditionally, jointly and severally, guarantees
(each, a "Guaranty" or "Note Guarantee") to each Holder of a Note authenticated
by the Trustee and to the Trustee and its successors and assigns that: the
principal of and interest on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal and interest on any overdue
interest on the Notes and all other obligations of the Company to the Holders or
the Trustee hereunder or under the Notes will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; subject,
however, to the limitations set forth in Section 11.04. Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that the
Guaranty will not be discharged except by complete performance of the
obligations contained in the Notes, this Indenture, and this Guaranty. If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, any Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Company or any Guarantor, any amount paid by
the Company or any Guarantor to the Trustee or such Holder, this Guaranty, to
the extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may


<PAGE>   102

                                      -95-

be accelerated as provided in Article Six for the purpose of this Guaranty,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forth become due and payable
by each Guarantor for the purpose of this Guaranty.

SECTION 11.02. Severability.

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

SECTION 11.03. Release of a Guarantor.

     If the Notes are defeased in accordance with the terms of this Indenture,
or if Section 5.01(b) is complied with, or if, subject to the requirements of
Section 5.01(a), all or substantially all of the assets of any Guarantor or all
of the Equity Interests of any Guarantor are sold (including by issuance or
otherwise) by the Company in a transaction constituting an Asset Sale and (x)
the Net Cash Proceeds from such Asset Sale are used in accordance with Section
4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the
effect that the Net Cash Proceeds from such Asset Sale shall be used in
accordance with Section 4.05 and within the time limits specified by Section
4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the
case of compliance with Section 5.01(b) or in the event of a sale or other
disposition of all of the Equity Interests of such Guarantor) or the corporation
acquiring such assets (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) shall be released and
discharged from all obligations under this Article Eleven without any further
action required on the part of the Trustee or any Holder. The Trustee shall, at
the sole cost and expense of the Company and upon receipt at the reasonable
request of the Trustee of an Opinion of Counsel that the provisions of this
Section 11.03 have been complied with, deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate certifying as to the compliance with this Section
11.03. Any Guarantor not so released remains liable for the full amount of
principal of and interest on the Notes and the other obligations of the Company
hereunder as provided in this Article Eleven.

     Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and
in accordance with Section 4.17 shall upon such Designation be released and
discharged of its Guaranty obligations in respect of this Indenture and the
Notes and any Unrestricted Subsidiary (other than a Foreign Subsidiary) whose
Designation is revoked pursuant to Section 4.17 will be required to become a
Guarantor in accordance with Section 4.19.


<PAGE>   103


                                      -96-

SECTION 11.04. Limitation of Guarantor's Liability.

     Each Guarantor, and by its acceptance hereof each Holder and the Trustee,
hereby confirms that it is the intention of all such parties that the guarantee
by such Guarantor pursuant to its Guaranty not constitute a fraudulent transfer
or conveyance for purposes of title 11 of the United States Code, as amended,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar U.S. federal or state or other applicable law. To effectuate the
foregoing intention, the Holders and each Guarantor hereby irrevocably agree
that the obligations of each Guarantor under its Guaranty shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor (including any Senior Indebtedness incurred
after the Issue Date) and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guaranty or pursuant to Section
11.05, result in the obligations of such Guarantor under its Guaranty not
constituting such a fraudulent transfer or conveyance.

SECTION 11.05. Contribution.

     In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guaranty, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount, based on the net assets of each Guarantor
(including the Funding Guarantor), determined in accordance with GAAP, subject
to Section 11.04, for all payments, damages and expenses incurred by such
Funding Guarantor in discharging the Company's obligations with respect to the
Notes or any other Guarantor's obligations with respect to the Guaranty.

SECTION 11.06. Execution of Note Guarantee.

     To further evidence their Guaranty to the Holders, each of the Guarantors
hereby agree to execute a Note Guarantee to be endorsed on each Note ordered to
be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that
its Guaranty set forth in Section 11.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a Note Guarantee. Each such
Note Guarantee shall be signed on behalf of each Guarantor by its Chairman of
the Board, its President or one of its Vice Presidents prior to the
authentication of the Note on which it is endorsed, and the delivery of such
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Note Guarantee on behalf of such Guarantor. Such
signature upon the Note Guarantee may be manual or facsimile signature of such
officer and may be imprinted or otherwise reproduced on the Note Guarantee, and
in case such officer who shall

<PAGE>   104

                                      -97-

have signed the Note Guarantee shall cease to be such officer before the Note on
which such Note Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Note Guarantee had not ceased to be such officer of such Guarantor.

SECTION 11.07. Subordination of Subrogation and Other Rights.

     Each Guarantor hereby agrees that any claim against the Company that arises
from the payment, performance or enforcement of such Guarantor's obligations
under its Guaranty or this Indenture, including, without limitation, any right
of subrogation, shall be subject and subordinate to, and no payment with respect
to any such claim of such Guarantor shall be made before, the payment in full in
cash of all outstanding Notes in accordance with the provisions provided
therefor in this Indenture.


                                 ARTICLE TWELVE

                            SUBORDINATION OF GUARANTY


SECTION 12.01. Guaranty Obligations Subordinated to Guarantor Senior
               Indebtedness.

     Each Guarantor covenants and agrees, and the Trustee and each Holder of the
Notes by his acceptance thereof likewise covenant and agree, that the Guaranty
of such Guarantor shall be issued subject to the provisions of this Article
Twelve; and each person holding any Note, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that all payments
of the principal of and interest on the Notes pursuant to the Guaranty made by
or on behalf of any Guarantor shall, to the extent and in the manner set forth
in this Article Twelve, be subordinated and junior in right of payment to the
prior payment in full in cash of all amounts payable under Guarantor Senior
Indebtedness of such Guarantor.

SECTION 12.02. Payment Over of Proceeds upon Dissolution, etc.

     (a) Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding-up or total liquidation or reorganization of such
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Guarantor Senior Indebtedness of such
Guarantor shall first be paid in full in cash before the Holders of the Notes or
the Trustee on behalf of such Holders shall be entitled to receive any payment
by such Guarantor of the principal of, premium, if any, or interest on the Notes
pursuant to such Guarantor's Guaranty,

<PAGE>   105

                                      -98-


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

     (b) In the event that, notwithstanding the foregoing provision prohibiting
such payment or distribution, any payment or distribution of assets or
securities of any Guarantor of any kind or character, whether in cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities), shall be received by the Trustee or any Holder of Notes at a time
when such payment or distribution is prohibited by Section 12.02(a) and before
all obligations in respect of the Guarantor Senior Indebtedness of such
Guarantor are paid in full in cash, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of such Guarantor Senior
Indebtedness held by such holders) or their respective representatives, or to
the trustee or trustees or agent or agents under any indenture pursuant to which
any of such Guarantor Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of such
Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Guarantor Senior Indebtedness.

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

<PAGE>   106

                                      -99-

solution, winding-up, liquidation or reorganization for the purposes of this
Section 12.02 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Five.

SECTION 12.03. Subrogation.

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

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

SECTION 12.04. Obligations of Guarantors Unconditional.

     Subject to Sections 11.04 and 8.02, nothing contained in this Article
Twelve or elsewhere in this Indenture or in the Notes or the Guaranties is
intended to or shall impair, as among each of the Guarantors and the Holders of
the Notes, the obligation of each Guarantor, which is absolute and
unconditional, to pay to the Holders of the Notes the principal of and interest
on the Notes as and when the same shall become due and payable in accordance
with the terms of the Guaranty of such Guarantor, or is intended to or shall
affect the relative rights of the Holders of the Notes and creditors of any
Guarantor other than the holders of Guarantor Senior Indebtedness of such
Guarantor, nor shall anything herein or therein prevent the


<PAGE>   107


                                     -100-


Holder of any Note or the Trustee on their behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Twelve of the holders of Guarantor
Senior Indebtedness in respect of cash, property or securities of any Guarantor
received upon the exercise of any such remedy.

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

SECTION 12.05. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company or any Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Notes pursuant to the provisions
of this Article Twelve. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Guarantor Senior
Indebtedness or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its Corporate Trust Office to that effect signed by an
Officer of the Company or such Guarantor, or by a holder of Guarantor Senior
Indebtedness or trustee or agent therefor; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article Seven, be entitled to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 12.05 at least two
Business Days prior to the date upon which by the terms of this Indenture any
moneys shall become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Note), then, regardless of
anything herein to the contrary, the Trustee shall have full power and authority
to receive any moneys from any Guarantor and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 12.05 shall limit the right of the holders of
Guarantor Senior Indebtedness to recover payments as contemplated by Section
12.02. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of any
Guarantor Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Guarantor Senior Indebtedness or a trustee or representative on
behalf of any such holder.


<PAGE>   108

                                     -101-

     In the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Guarantor Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Twelve, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Guarantor Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Twelve, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 12.06. Reliance on Judicial Order or Certificate of Liquidating Agent.

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

SECTION 12.07. Trustee's Relation to Guarantor Senior Indebtedness.

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

     With respect to the holders of Guarantor Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Twelve, and no implied covenants
or obligations with respect to the holders of Guarantor Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness
(except as provided in Section 12.02(b)). The Trustee shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the Company or to any other person cash,
property or securities to which any holders of Guarantor Senior Indebtedness
shall be entitled by virtue of this Article Twelve or otherwise.


<PAGE>   109

                                     -102-

SECTION 12.08. Subordination Rights Not Impaired by Acts or Omissions of the
               Guarantors or Holders of Guarantor Senior Indebtedness.

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

SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of
               Guaranty.

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

SECTION 12.10. This Article Not To Prevent Events of Default.

     The failure to make a payment on account of principal of or interest on the
Notes by reason of any provision of this Article Twelve shall not be construed
as preventing the occurrence of an Event of Default specified in clauses (1),
(2) or (3) of Section 6.01.

SECTION 12.11. Trustee's Compensation Not Prejudiced.

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

SECTION 12.12. No Waiver of Guaranty Subordination Provisions.

     Without in any way limiting the generality of Section 12.08, the holders of
Guarantor Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article Twelve or the obligations
hereunder of the Holders of the Notes to the holders of Guarantor Senior
Indebtedness, do any one or more of the following: (a) change the manner,


<PAGE>   110

                                     -103-


place or terms of payment or extend the time of payment of, or renew or alter,
Guarantor Senior Indebtedness or any instrument evidencing the same or any
agreement under which Guarantor Senior Indebtedness is outstanding or secured;
(b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Guarantor Senior Indebtedness;
and (d) exercise or refrain from exercising any rights against any Guarantor and
any other Person.

SECTION 12.13. Payments May Be Paid Prior to Dissolution.

     Nothing contained in this Article Twelve or elsewhere in this Indenture
shall prevent (i) a Guarantor, except under the conditions described in Section
12.02, from making payments of principal of and interest on the Notes, or from
depositing with the Trustee any moneys for such payments, or (ii) the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of and interest on the Notes, to the holders
entitled thereto unless at least two Business Days prior to the date upon which
such payment becomes due and payable, the Trustee shall have received the
written notice provided for in Section 12.06. The Guarantors shall give prompt
written notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of such Guarantor.


                                ARTICLE THIRTEEN

                                  MISCELLANEOUS


SECTION 13.01. Trust Indenture Act Controls.

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

     The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.



<PAGE>   111

                                     -104-

SECTION 13.02. Notices.

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

                  if to the Company or to the Guarantors:

                           Sovereign Specialty Chemicals, Inc.
                           225 West Washington Street
                           Suite 2200
                           Chicago, Illinois  60606

                           Attention:    John R. Mellett

                           Facsimile:    (312) 419-4034
                           Telephone:    (312) 419-4035

                  with a copy to:

                           SSCI Investors LLC
                           c/o AEA Investors Inc.
                           65 East 55th Street, 27th Floor
                           New York, New York  10022

                           Attention:  Christine J. Smith

                           Facsimile:    (212) 702-0518
                           Telephone:    (212) 702-0513

                                          and

                           Fried, Frank, Harris, Shriver & Jacobson
                           One New York Plaza
                           New York, New York  10004

                           Attention:    John M. Bibona, Esq.

                           Facsimile:    (212) 859-8585
                           Telephone:    (212) 859-8000



<PAGE>   112

                                     -105-

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 21 West
                           New York, New York  10286

                           Attention:    Corporate Trust Administration

                           Facsimile:    (212) 815-5915
                           Telephone:    (212) 815-5783

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

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

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. Except for a
notice to the Trustee, which is deemed given only when received, if a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

SECTION 13.03. Communications by Holders with Other Holders.

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

SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

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

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


<PAGE>   113

                                     -106-

     (2) an Opinion of Counsel in form and substance satisfactory to the Trustee
   stating that, in the opinion of such counsel, all such conditions precedent
   have been complied with.

SECTION 13.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.

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

SECTION 13.07. Governing Law.

     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE, THE NOTES
AND THE NOTE GUARANTEES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 13.08. No Recourse Against Others.

     A director, officer, employee, incorporator or stockholder, as such, of the
Company, any Guarantor or any of its Affiliates shall not have any liability for
any obligations of the Company or any Guarantor under the Notes, the Guaranty of
such Guarantor or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their
<PAGE>   114

                                     -107-


creation. Each Holder by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for the
issuance of the Notes and the Guaranties.

SECTION 13.09. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successor. All agreements of each Guarantor in this Indenture and such
Guarantor's Guaranty shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

SECTION 13.10. Counterpart Originals.

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

SECTION 13.11. Severability.

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

SECTION 13.12. No Adverse Interpretation of Other Agreements.

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

SECTION 13.13. Legal Holidays.

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


                            [Signature Pages Follow]


<PAGE>   115


                                       S-1

                                   SIGNATURES


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


                                SOVEREIGN SPECIALTY CHEMICALS, INC.


                                By:    /s/Robert B. Covalt
                                       ----------------------------------------
                                       Name:    Robert B. Covalt
                                       Title:   Chairman, President and
                                                Chief Executive Officer


                                PIERCE & STEVENS CORP.,
                                     as Guarantor


                                By:    /s/Robert B. Covalt
                                       ----------------------------------------
                                       Name:    Robert B. Covalt
                                       Title:   Chairman


                                SIA ADHESIVES, INC.,
                                     as Guarantor


                                By:    /s/Robert B. Covalt
                                       ----------------------------------------
                                       Name:    Robert B. Covalt
                                       Title:   Chairman


                                OSI SEALANTS, INC.,
                                     as Guarantor


                                By:    /s/Robert B. Covalt
                                       ----------------------------------------
                                       Name:    Robert B. Covalt
                                       Title:   Chairman


                                TANNER CHEMICALS, INC.,
                                     as Guarantor


                                By:    /s/Robert B. Covalt
                                       ----------------------------------------
                                       Name:    Robert B. Covalt
                                       Title:   Chairman

                                THE BANK OF NEW YORK,
                                    as Trustee

                                By:    /s/Mary La Gumina
                                       ----------------------------------------
                                       Name:    Mary La Gumina
                                       Title:   Assistant Vice President
<PAGE>   116
                                                                      EXHIBIT A


THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), OR (B) IT IS NOT A U.S. PERSON AND IS AQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY
ON WHICH EITHER THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
NOTE OR ANY PREDECESSOR OF THIS NOTE AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE SOVEREIGN SPECIALTY
CHEMICALS, INC. OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND
THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE
FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO

                                      A-1



<PAGE>   117

THE TRUSTEE. AS USED HEREIN, THE TERMS "U.S. PERSON" AND "OFFSHORE TRANSACTION"
SHALL HAVE THE MEANINGS ASSIGNED TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.





                                      A-2
<PAGE>   118


                       SOVEREIGN SPECIALTY CHEMICALS, INC.
                        11 7/8% Senior Subordinated Note
                          due March 15, 2010, Series A

                                                               CUSIP No.: [    ]

No. [ ]                                                                  $[    ]

     SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation (the "Company,"
which term includes any successor corporation), for value received, promises to
pay to CEDE & CO. or registered assigns the principal sum of [        ] DOLLARS,
on March 15, 2010.

     Interest Payment Dates: March 15 and September 15, commencing on September
15, 2000.

     Interest Record Dates: March 1 and September 1

     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

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

                                  SOVEREIGN SPECIALTY CHEMICALS, INC.


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


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

Dated:[      ]



                                      A-3

<PAGE>   119


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 11 7/8% Senior Subordinated Notes due March 15, 2010,
Series A, described in the within-mentioned Indenture.

Dated:[      ]
                                THE BANK OF NEW YORK,
                                   as Trustee


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







                                      A-4
<PAGE>   120


                                (REVERSE OF NOTE)

                       SOVEREIGN SPECIALTY CHEMICALS, INC.


                        11 7/8% Senior Subordinated Note
                          due March 15, 2010, Series A


1. Interest.

     SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 29, 2000. The Company will pay interest semi-annually in arrears on
each Interest Payment Date, commencing September 15, 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

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

2. Method of Payment.

     The Company shall pay interest on the Notes (except defaulted interest) to
the persons who are the registered Holders at the close of business on the
Interest Record Date immediately preceding the Interest Payment Date even if the
Notes are cancelled on registration of transfer or registration of exchange
after such Interest Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by wire transfer of federal funds (provided that
the Paying Agent shall have received wire instructions on or prior to the
relevant Interest Record Date), or interest by check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder's registered address.

3. Paying Agent and Registrar.

     Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to the Holders. The Company or any of its Subsidiaries may, subject to
certain exceptions, act as Registrar.




                                      A-5
<PAGE>   121

4. Indenture and Guarantees.

     The Company issued the Notes under an Indenture, dated as of March 29, 2000
(the "Indenture"), by and among the Company, the Guarantors and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Note is one of a duly authorized issue of Notes of the
Company designated as its 11 7/8% Senior Subordinated Notes due 2010, Series A
(the "Initial Notes"). Initial Notes in an aggregate principal amount of
$150,000,000 are being issued on March 29, 2000. Additional Notes may be issued
subject to Section 4.04 of the Indenture. The Notes are limited (except as
provided in the Indenture) to an aggregate principal amount of $200,000,000. The
Notes include the Initial Notes, the Private Exchange Notes (as defined in the
Indenture), the Unrestricted Notes (as defined below) issued in exchange for the
Initial Notes pursuant to the Registration Rights Agreement and any Additional
Notes. The Notes are treated as a single class of securities under the
Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture (except as otherwise indicated in the Indenture) until such time as
the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are general unsecured obligations of the Company. The Notes are
subordinated in right of payment to all Senior Indebtedness of the Company to
the extent and in the manner provided in the Indenture. Each Holder of a Note,
by accepting a Note, agrees to such subordination, authorizes the Trustee to
give effect to such subordination and appoints the Trustee as attorney-in-fact
for such purpose.

     Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior
subordinated basis, jointly and severally, by each Restricted Subsidiary (other
than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a
"Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In
addition, the Indenture requires the Company to cause each Subsidiary other than
an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed
or acquired after the Issue Date to become a party to the Indenture as a
Guarantor and guarantee payment on the Notes pursuant to Article Eleven and
Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also
be required to be Guarantors to the extent such Foreign Subsidiaries guarantee
Indebtedness of the Company or of any Subsidiary which is not a Foreign
Subsidiary in a principal amount equal to or greater than $25.0 million in the
aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties
may be released.

5. Optional Redemption.

     The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after March 15, 2005, at the redemption prices
(expressed as a percent


                                      A-6
<PAGE>   122

age of principal amount) set forth below, plus accrued and unpaid interest
thereon, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
March 15 of the years indicated below:

                                              REDEMPTION
                       YEAR                     PRICE
          -----------------------------       ----------
          2005                                 105.938%
          2006                                 103.958%
          2007                                 101.979%
          2008 and thereafter                  100.000%

6. Optional Redemption upon Equity Offerings.

     In addition, at any time and from time to time on or prior to March 15,
2003, the Company may redeem in the aggregate up to 35% of the original
aggregate principal amount of the Notes (calculated after giving effect to the
original issuance of Additional Notes, if any) with the net cash proceeds of one
or more Equity Offerings by the Company, at a redemption price in cash equal to
111.875% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that at least 65% original aggregate
principal amount of the Notes (calculated after giving effect to the original
issuance of Additional Notes, if any) must remain outstanding immediately after
giving effect to each such redemption (excluding any Notes held by the Company
or any of its Affiliates). Notice of any such redemption must be given within 60
days after the date of the closing of the relevant Equity Offering of the
Company.

7. Notice of Redemption.

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

     If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the Redemption Date, interest will cease to
accrue on Notes or portions thereof called for redemption so long as the Company
has deposited with the Paying Agent for the Notes funds in satisfaction of the



                                      A-7
<PAGE>   123

redemption price pursuant to the Indenture and the Paying Agent is not
prohibited from paying such funds to the Holders pursuant to the terms of the
Indenture.

8. Change of Control Offer.

     In the event of the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall, within 20
days after the Change of Control Date (or, at the Company's option, prior to
such Change of Control Date), make an Offer to Purchase all Notes then
outstanding at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
Purchase Date (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date); provided, that any Offer to Purchase made prior to any Change of Control
Date shall be made only in the reasonable anticipation of such Change of
Control, and provided, further, that the Company shall not purchase any Notes
tendered pursuant to such Offer to Purchase if such Change of Control does not
occur.

9. Limitation on Disposition of Assets.

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

10. Denominations; Transfer; Exchange.

     The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes or portions thereof
selected for redemption, except the unredeemed portion of any Note being
redeemed in part.

11. Persons Deemed Owners.

     The registered Holder of a Note shall be treated as the owner of it for all
purposes.

12. Unclaimed Funds.

     If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Company at
its written re-


                                      A-8
<PAGE>   124

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

13. Legal Defeasance and Covenant Defeasance.

     The Company and the Guarantors may be discharged from their obligations
under the Indenture, the Notes and the Guaranties, except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Indenture, the Notes and the Guaranties, in each case upon
satisfaction of certain conditions specified in the Indenture.

14. Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture, the Notes and the Guaranties
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding,
and any existing Default or Event of Default or compliance with any provision
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding. Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
and the Guaranties to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the qualification of the Indenture under the TIA, or make any other change that
does not materially adversely affect the rights of any Holder of a Note.

15. Restrictive Covenants.

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

16. Defaults and Remedies.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable immediately in the manner and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture, the Notes or the Guaranties except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture, the Notes or the Guaranties
unless it has received indemnity satisfactory to it. The Indenture permits,
sub-


                                      A-9
<PAGE>   125

ject to certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

17. Trustee Dealings with Company.

     The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee, subject to certain exceptions.

18. No Recourse Against Others.

     No stockholder, director, officer, employee or incorporator, as such, of
the Company or any Guarantor shall have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guaranty of such Guarantor or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Guaranties.

19. Authentication.

     This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Note.

20. Abbreviations and Defined Terms.

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

21. CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

22. Registration Rights.

     Pursuant to the Registration Rights Agreement, the Company will be
obligated upon the occurrence of certain events to consummate an exchange offer
pursuant to which the





                                      A-10
<PAGE>   126

Holder of this Note shall have the right to exchange this Note for an 11 7/8%
Senior Subordinated Note due 2010, Series B, of the Company (an "Unrestricted
Note") which have been registered under the Securities Act, in like principal
amount and having terms identical in all material respects to the Initial Notes
except (x) for the transfer restrictions relating to the Notes, (y) the
provisions relating to an increase in the rate of interest discussed in the
following sentence and (z) interest thereon will accrue from the last date
interest was paid on the Notes or, if no interest has been paid, from the Issue
Date. The Holders shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.

23. Governing Law.

     The laws of the State of New York shall govern the Indenture, this Note and
any Guaranty thereof without regard to principles of conflicts of laws.





                                      A-11



<PAGE>   127





                             [FORM OF NOTE GUARANTY]

                          SENIOR SUBORDINATED GUARANTY

     The Guarantor (as defined in the Indenture referred to in the Note upon
which this notation is endorsed) hereby unconditionally guarantees on a senior
subordinated basis (such guaranty by the Guarantor being referred to herein as
the "Guaranty") the due and punctual payment of the principal of, premium, if
any, and interest on the Notes, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal,
premium and interest on the Notes, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture.

     The obligations of the Guarantor to the Holders of Notes and to the Trustee
pursuant to the Guaranty and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness (as defined in the Indenture) of such
Guarantor, to the extent and in the manner provided in Article Eleven and
Article Twelve of the Indenture, and reference is hereby made to such Indenture
for the precise terms of the Guaranty therein made.

     This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which this Note Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     This Note Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.

     This Note Guarantee is subject to release upon the terms set forth in the
Indenture.

                                PIERCE & STEVENS CORP.


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


<PAGE>   128


                                SIA ADHESIVES, INC.


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


                                OSI SEALANTS, INC.


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


                                TANNER CHEMICALS, INC.


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




<PAGE>   129




                                 ASSIGNMENT FORM


I or we assign and transfer this Note to


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


--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)


--------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:                                     Signed:
      --------------------------           ------------------------------------

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

Signature Guarantee:

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



<PAGE>   130


                       OPTION OF HOLDER TO ELECT PURCHASE


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

Section 4.05 [      ]
Section 4.14 [      ]

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

Dated:                             Your Signature:
      --------------------                        ---------------------------
                                                 (Signed exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee:

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


                               SIGNATURE GUARANTEE


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



<PAGE>   131



                                                                       EXHIBIT B


                             [FORM OF SERIES B NOTE]

                       SOVEREIGN SPECIALTY CHEMICALS, INC.
                        11 7/8% Senior Subordinated Note
                          due March 15, 2010, Series B

                                                               CUSIP No.: [    ]

No. [  ]                                                                 $[    ]

     SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation (the "Company,"
which term includes any successor corporation), for value received, promises to
pay to CEDE & CO. or registered assigns the principal sum of [        ] DOLLARS,
on March 15, 2010.

     Interest Payment Dates: March 15 and September 15, commencing on September
15, 2000.

     Interest Record Dates: March 1 and September 1

     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

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

                                SOVEREIGN SPECIALTY CHEMICALS, INC.


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


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

Dated:[    ]





                                      B-1
<PAGE>   132


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the 11 7/8% Senior Subordinated Notes due March 15, 2010,
Series B, described in the within-mentioned Indenture.

Dated: [       ]
                                THE BANK OF NEW YORK,
                                   as Trustee


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




                                      B-2
<PAGE>   133



                                (REVERSE OF NOTE)

                       SOVEREIGN SPECIALTY CHEMICALS, INC.


                        11 7/8% Senior Subordinated Note
                          due March 15, 2010, Series B


1. Interest.

     SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 29, 2000. The Company will pay interest semi-annually in arrears on
each Interest Payment Date, commencing September 15, 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

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

2. Method of Payment.

     The Company shall pay interest on the Notes (except defaulted interest) to
the persons who are the registered Holders at the close of business on the
Interest Record Date immediately preceding the Interest Payment Date even if the
Notes are cancelled on registration of transfer or registration of exchange
after such Interest Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by wire transfer of federal funds (provided that
the Paying Agent shall have received wire instructions on or prior to the
relevant Interest Record Date), or interest by check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder's registered address.

3. Paying Agent and Registrar.

     Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to the Holders. The Company or any of its Subsidiaries may, subject to
certain exceptions, act as Registrar.




                                      B-3
<PAGE>   134

4. Indenture and Guarantees.

     The Company issued the Notes under an Indenture, dated as of March 29, 2000
(the "Indenture"), by and among the Company, the Guarantors and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Note is one of a duly authorized issue of Notes of the
Company designated as its 11 7/8% Senior Subordinated Notes due 2010, Series B
(the "Unrestricted Notes"). Unrestricted Notes in an aggregate principal amount
of $[ ] are being issued in the Exchange Offer in exchange for Initial Notes.
Additional Notes may be issued subject to Section 4.04 of the Indenture. The
Notes are limited (except as permitted in the Indenture) to an aggregate
principal amount of $200,000,000. The Notes include the 11 7/8% Senior
Subordinated Notes due 2010, Series A (the "Initial Notes"), the Private
Exchange Notes (as defined in the Indenture), the Unrestricted Notes and the
Additional Notes. The Notes are treated as a single class of securities under
the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture (except as otherwise indicated in the Indenture) until such time as
the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are general unsecured obligations of the Company. The Notes are
subordinated in right of payment to all Senior Indebtedness of the Company to
the extent and in the manner provided in the Indenture. Each Holder of a Note,
by accepting a Note, agrees to such subordination, authorizes the Trustee to
give effect to such subordination and appoints the Trustee as attorney-in-fact
for such purpose.

     Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior
subordinated basis, jointly and severally, by each Restricted Subsidiary (other
than Foreign Subsidiaries) of the Company existing on the Issue Date (each, a
"Guarantor") pursuant to Article Eleven and Article Twelve of the Indenture. In
addition, the Indenture requires the Company to cause each Subsidiary other than
an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed
or acquired after the Issue Date to become a party to the Indenture as a
Guarantor and guarantee payment on the Notes pursuant to Article Eleven and
Article Twelve of the Indenture; provided that Foreign Subsidiaries shall also
be required to be Guarantors to the extent such Foreign Subsidiaries guarantee
Indebtedness of the Company or of any Subsidiary which is not a Foreign
Subsidiary in a principal amount equal to or greater than $25.0 million in the
aggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties
may be released.

5. Optional Redemption.

     The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after March 15, 2005, at the redemption prices
(expressed as a percent-


                                      B-4
<PAGE>   135

age of principal amount) set forth below, plus accrued and unpaid interest
thereon, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
March 15 of the years indicated below:

                                                       REDEMPTION
                        YEAR                             PRICE
           -----------------------------               ---------
           2005                                         105.938%
           2006                                         103.958%
           2007                                         101.979%
           2008 and thereafter                          100.000%

6. Optional Redemption upon Equity Offerings.

     In addition, at any time and from time to time on or prior to March 15,
2003, the Company may redeem in the aggregate up to 35% of the original
aggregate principal amount of the Notes (calculated after giving effect to
original issuance of Additional Notes, if any) with the net cash proceeds of one
or more Equity Offerings by the Company, at a redemption price in cash equal to
111.875% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that at least 65% original aggregate
principal amount of the Notes (calculated after giving effect to original
issuance of Additional Notes, if any) must remain outstanding immediately after
giving effect to each such redemption (excluding any Notes held by the Company
or any of its Affiliates). Notice of any such redemption must be given within 60
days after the date of the closing of the relevant Equity Offering of the
Company.

7. Notice of Redemption.

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

     If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the Redemption Date, interest will cease to
accrue on Notes or portions thereof called for redemption so long as the Company
has deposited with the Paying Agent for the Notes funds in satisfaction of the





                                      B-5
<PAGE>   136

redemption price pursuant to the Indenture and the Paying Agent is not
prohibited from paying such funds to the Holders pursuant to the terms of the
Indenture.

8. Change of Control Offer.

     In the event of the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall, within 20
days after the Change of Control Date (or, at the Company's option, prior to
such Change of Control Date), make an Offer to Purchase all Notes then
outstanding at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
Purchase Date (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date); provided, that any Offer to Purchase made prior to any Change of Control
Date shall be made only in the reasonable anticipation of such Change of
Control; and provided, further, that the Company shall not purchase any Notes
tendered pursuant to such Offer to Purchase if such Change of Control does not
occur.

9. Limitation on Disposition of Assets.

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

10. Denominations; Transfer; Exchange.

     The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes or portions thereof
selected for redemption, except the unredeemed portion of any Note being
redeemed in part.

11. Persons Deemed Owners.

     The registered Holder of a Note shall be treated as the owner of it for all
purposes.

12. Unclaimed Funds.

     If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Company at
its written re-


                                      B-6
<PAGE>   137

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

13. Legal Defeasance and Covenant Defeasance.

     The Company and the Guarantors may be discharged from their obligations
under the Indenture, the Notes and the Guaranties, except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Indenture, the Notes and the Guaranties, in each case upon
satisfaction of certain conditions specified in the Indenture.

14. Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture, the Notes and the Guaranties
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding,
and any existing Default or Event of Default or compliance with any provision
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding. Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
and the Guaranties to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes or comply with any requirements of the SEC in connection with
the qualification of the Indenture under the TIA, or make any other change that
does not materially adversely affect the rights of any Holder of a Note.

15. Restrictive Covenants.

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

16. Defaults and Remedies.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable immediately in the manner and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture, the Notes or the Guaranties except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture, the Notes or the Guaranties
unless it has received indemnity satisfactory to it. The Indenture permits,
sub-


                                      B-7
<PAGE>   138

ject to certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

17. Trustee Dealings with Company.

     The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee, subject to certain exceptions.

18. No Recourse Against Others.

     No stockholder, director, officer, employee or incorporator, as such, of
the Company or any Guarantor shall have any liability for any obligation of the
Company or any Guarantor under the Notes, the Guaranty of such Guarantor or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Guaranties.

19. Authentication.

     This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Note.

20. Abbreviations and Defined Terms.

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

21. CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

22. Governing Law.

     The laws of the State of New York shall govern the Indenture, this Note and
any Guaranty thereof without regard to principles of conflicts of laws.




                                      B-8
<PAGE>   139





                             [FORM OF NOTE GUARANTY]

                          SENIOR SUBORDINATED GUARANTY

     The Guarantor (as defined in the Indenture referred to in the Note upon
which this notation is endorsed) hereby unconditionally guarantees on a senior
subordinated basis (such guaranty by the Guarantor being referred to herein as
the "Guaranty") the due and punctual payment of the principal of, premium, if
any, and interest on the Notes, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal,
premium and interest on the Notes, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture.

     The obligations of the Guarantor to the Holders of Notes and to the Trustee
pursuant to the Guaranty and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness (as defined in the Indenture) of such
Guarantor, to the extent and in the manner provided in Article Eleven and
Article Twelve of the Indenture, and reference is hereby made to such Indenture
for the precise terms of the Guaranty therein made.

     This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which this Note Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     This Note Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.

     This Note Guarantee is subject to release upon the terms set forth in the
Indenture.

                                PIERCE & STEVENS CORP.


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


<PAGE>   140

                                SIA ADHESIVES, INC.


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


                                OSI SEALANTS, INC.


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


                                TANNER CHEMICALS, INC.


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




<PAGE>   141




                                 ASSIGNMENT FORM


I or we assign and transfer this Note to


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



--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)


--------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:                                        Signed:
      -------------------                            -----------------------
                                                (Signed exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee:

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



<PAGE>   142


                       OPTION OF HOLDER TO ELECT PURCHASE


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

Section 4.05 [      ]
Section 4.14 [      ]

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

Dated:                                     Your Signature:
      -----------------                                   --------------------
                                                 (Signed exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee:


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


                               SIGNATURE GUARANTEE


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



<PAGE>   143



                                                                       EXHIBIT C


                         FORM OF LEGEND FOR GLOBAL NOTES

     Any Global Note authenticated and delivered hereunder shall bear a legend
(which would be in addition to any other legends required in the case of a
Restricted Note) in substantially the following form:

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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


                                      C-1


<PAGE>   144



                                                                       EXHIBIT D


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

         Re:      11 7/8% Senior Subordinated Notes due 2010
                  (the "Notes") of Sovereign Specialty Chemicals, Inc.

     This Certificate relates to $        principal amount of Notes held in the
form of*      a beneficial interest in a Global Note or*          Physical Notes
by         (the "Transferor").

The Transferor:*

     |_| has requested by written order that the Registrar deliver in exchange
for its beneficial interest in the Global Note held by the Depositary a Physical
Note or Physical Notes in definitive, registered form of authorized
denominations and an aggregate number equal to its beneficial interest in such
Global Note (or the portion thereof indicated above);

     |_| has directed in writing that the Registrar make, or direct the
Depository to make, an endorsement on the applicable Global Note to reflect an
increase in the aggregate amount of the Notes represented by the Global Note; or

     |_| has requested that the Registrar by written order to exchange or
register the transfer of a Physical Note or Physical Notes.

     In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Notes and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Notes does not require Registration under the Securities Act of
1933, as amended (the "Act"), because*:

     |_| Such Note is being acquired for the Transferor's own account, without
transfer (in satisfaction of Section 2.16 of the Indenture).

     |_| Such Note is being transferred to a "qualified institutional buyer" (as
defined in Rule 144A under the Act), in reliance on Rule 144A.

     |_| Such Note is being transferred in reliance on Rule 144 under the Act.



                                       D-1


<PAGE>   145

     |_| Such Note is being transferred in reliance on and in compliance with an
exemption from the Registration requirements of the Act other than Rule 144A.
[An Opinion of Counsel to the effect that such transfer does not require
Registration under the Act accompanies this certification.]

                                      --------------------------------
                                      [INSERT NAME OF TRANSFEROR]


                                       By:
                                          ----------------------------------
                                           [Authorized Signatory]


Date:
     ----------------------------
        *Check applicable box.






                                      D-2


<PAGE>   146

                                                                       EXHIBIT E


                            Form of Certificate To Be
                             Delivered in Connection
                           with Regulation S Transfers


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


SOVEREIGN SPECIALTY CHEMICALS, INC.
c/o THE BANK OF NEW YORK
101 Barclay Street, Floor 21 West
New York, New York  10286

         Re:      SOVEREIGN SPECIALTY CHEMICALS, INC.
                  (the "Company") 11 7/8% Senior Subordinated
                  Notes due 2010 (the "Notes")

Ladies and Gentlemen:

     In connection with our proposed sale of $              aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, we represent that:

     (1)  we are not a distributor of the Notes, an affiliate of the Company or
          any such distributor or person acting on behalf of the foregoing;

     (2)  the offer of the Notes was not made to a person in the United States
          or specifically targeted at an identifiable group of U.S. citizens
          abroad;

     (3)  either (a) at the time the buy offer was originated, the transferee
          was outside the United States or we and any person acting on our
          behalf reasonably believed that the transferee was outside the United
          States, or (b) the transaction was executed in, on or through the
          facilities of a designated off-shore securities market and neither we
          nor any person acting on our behalf knows that the transaction has
          been prearranged with a buyer in the United States;

     (4)  no directed selling efforts have been made in the United States in
          contravention of the requirements of Rule 903(b) or Rule 904(b) of
          Regulation S, as applicable;

                                      E-1

<PAGE>   147


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

     (6)  we have advised the transferee of the transfer restrictions applicable
          to the Notes.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                Very truly yours,

                               [Name of Transferor]


                                By:  _________________________
                                      [Authorized Signatory]







                                      E-2