<PAGE>   1
                                                                     EXHIBIT 4.1



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




                             FIRST WAVE MARINE, INC.
                                    as Issuer


                      NEWPARK SHIPBUILDING AND REPAIR, INC.
                               EAE SERVICES, INC.
                              EAE INDUSTRIES, INC.
                        NEWPARK MARINE FABRICATORS, INC.
                              LOUISIANA SHIP, INC.
                            as Subsidiary Guarantors


                                   $90,000,000
                            11% SENIOR NOTES DUE 2008


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


                                    INDENTURE


                          Dated as of February 2, 1998


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


                                 BANK ONE, N.A.
                                   as Trustee



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


<PAGE>   2




CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                           Indenture Section
---------------                                                                       -----------------
<S>                                                                                  <C> 
310(a)(1)...........................................................................        7.10
     (a)(2).........................................................................        7.10
     (a)(3).........................................................................         N.A.
     (a)(4).........................................................................         N.A.
     (a)(5).........................................................................        7.10
     (b) ...........................................................................    7.3,7.10
     (c) ...........................................................................         N.A.
311(a)   ...........................................................................        7.11
     (b) ...........................................................................        7.11
     (c) ...........................................................................         N.A.
312 (a)  ...........................................................................         2.5
     (b) ...........................................................................        12.3
     (c) ...........................................................................        12.3
313 (a)  ...........................................................................         7.6
     (b)(1).........................................................................         N.A.
     (b)(2).........................................................................     7.6,7.7
     (c) ...........................................................................    7.6,12.2
     (d) ...........................................................................         7.6
314 (a)  ...........................................................................    4.3,12.5
     (b) ...........................................................................        11.2
     (c)(1).........................................................................        12.4
     (c)(2).........................................................................   11.4,12.4
     (c)(3).........................................................................         N.A.
     (d) ...........................................................................   11.3,11.4
     (e) ...........................................................................        12.5
     (f) ...........................................................................         N.A.
315 (a)  ...........................................................................       7.1(b)
     (b) ...........................................................................    7.5,12.2
     (c) ...........................................................................       7.1(a)
     (d) ...........................................................................       7.1(c)
     (e) ...........................................................................        6.11
316 (a)(last sentence)..............................................................         2.9
     (a)(1)(A)......................................................................         6.5
     (a)(1)(B)......................................................................         6.4
     (a)(2).........................................................................         N.A.
     (b) ...........................................................................         6.7
     (c) ...........................................................................         9.4
</TABLE>


                                       ii

<PAGE>   3



<TABLE>
<S>                                                                                  <C> 
317 (a)(1)..........................................................................       6.8
     (a)(2).........................................................................       6.9
     (b) ...........................................................................       2.4
318 (a)  ...........................................................................      12.1
     (b) ...........................................................................       N.A.
     (c) ...........................................................................      12.1
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.



                                       iii

<PAGE>   4




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>                       <C>                                                                                  <C>
ARTICLE 1

         DEFINITIONS AND INCORPORATION
         BY REFERENCE........................................................................................     1
         Section 1.1.      Definitions.......................................................................     1
         Section 1.2.      Other Definitions.................................................................    15
         Section 1.3.      Incorporation by Reference of Trust Indenture Act.................................    16
         Section 1.4.      Rules of Construction.............................................................    16

ARTICLE 2

         THE NOTES...........................................................................................    17
         Section 2.1.      Form and Dating...................................................................    17
         Section 2.2.      Execution and Authentication......................................................    19
         Section 2.3.      Trustee, Registrar and Paying Agent...............................................    20
         SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST...............................................    20
         Section 2.5.      Holder Lists......................................................................    21
         Section 2.6.      Transfer and Exchange.............................................................    21
         Section 2.7.      Replacement Notes.................................................................    22
         Section 2.8.      Outstanding Notes.................................................................    23
         Section 2.9.      Treasury Notes....................................................................    23
         Section 2.10.     Temporary Notes...................................................................    23
         Section 2.11.     Cancellation......................................................................    24
         Section 2.12.     Defaulted Interest................................................................    24
         Section 2.13.     Persons Deemed Owners.............................................................    24
         Section 2.14.     CUSIP Numbers.....................................................................    25

ARTICLE 3

         REDEMPTION AND PREPAYMENT...........................................................................    25
         Section 3.1.      Notices to Trustee................................................................    25
         Section 3.2.      Selection of Notes to Be Redeemed.................................................    25
         Section 3.3.      Notice of Redemption..............................................................    26
         Section 3.4.      Effect of Notice of Redemption....................................................    27
         Section 3.5.      Deposit of Redemption Price.......................................................    27
         Section 3.6.      Notes Redeemed in Part............................................................    27
         Section 3.7.      Optional Redemption...............................................................    27
         Section 3.8.      Mandatory Redemption..............................................................    28
</TABLE>


                                       iv

<PAGE>   5




<TABLE>
<S>                       <C>                                                                                  <C>
ARTICLE 4

         COVENANTS...........................................................................................    28
         Section 4.1.      Payment of Notes..................................................................    28
         Section 4.2.      Maintenance of Office or Agency...................................................    29
         Section 4.3.      Provisions of Reports and Other Information.......................................    29
         Section 4.4.      Compliance Certificate............................................................    30
         Section 4.5.      Taxes.............................................................................    31
         Section 4.6.      Stay, Extension and Usury Laws....................................................    31
         Section 4.7.      Limitation on Restricted Payments.................................................    31
         Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting
                           Restricted Subsidiaries.  ........................................................    34
         Section 4.9.      Limitation on Indebtedness........................................................    35
         Section 4.10.     LIMITATION ON ASSET SALES.........................................................    36
         Section 4.11.     LIMITATION ON TRANSACTIONS WITH AFFILIATES........................................    38
         Section 4.12.     LIMITATION ON LIENS...............................................................    38
         Section 4.13.     LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF
                            RESTRICTED SUBSIDIARIES..........................................................    39
         Section 4.14.     OFFER TO REPURCHASE UPON CHANGE OF CONTROL........................................    39
         Section 4.15.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.....................................    40
         Section 4.16.     COVENANT WITH RESPECT TO BUSINESS ACTIVITIES......................................    41
         Section 4.17.     CORPORATE EXISTENCE...............................................................    41
         Section 4.18.     PLEDGE ACCOUNT....................................................................    41

ARTICLE 5

         SUCCESSORS..........................................................................................    42
         Section 5.1.      MERGER, CONSOLIDATION, OR SALE OF ASSETS..........................................    42
         Section 5.2.      Successor Company Substituted.....................................................    43

ARTICLE 6

         DEFAULTS AND REMEDIES...............................................................................    43
         Section 6.1.      Events of Default.................................................................    43
         Section 6.2.      Acceleration......................................................................    45
         Section 6.3.      Other Remedies....................................................................    46
         Section 6.4.      Waiver of Past Defaults...........................................................    46
         Section 6.5.      Control by Majority...............................................................    46
         Section 6.6.      Limitation on Suits...............................................................    46
         Section 6.7.      Rights of Holders of Notes to Receive Payment.....................................    47
         Section 6.8.      Collection Suit by Trustee........................................................    47
         Section 6.9.      Trustee May File Proofs of Claim..................................................    47
         Section 6.10.     Priorities........................................................................    48
         Section 6.11.     Undertaking for Costs............................................................     49
</TABLE>


                                        v

<PAGE>   6



<TABLE>
<S>                       <C>                                                                                  <C>

ARTICLE 7

         TRUSTEE.............................................................................................    49
         Section 7.1.      Duties of Trustee.................................................................    49
         Section 7.2.      Rights of Trustee.................................................................    50
         Section 7.3.      Individual Rights of Trustee......................................................    51
         Section 7.4.      Trustee's Disclaimer..............................................................    51
         Section 7.5.      Notice of Defaults................................................................    51
         Section 7.6.      Reports by Trustee to Holders of the Notes........................................    52
         Section 7.7.      Compensation and Indemnity........................................................    52
         Section 7.8.      Replacement of Trustee............................................................    53
         Section 7.9.      Successor Trustee by Merger, etc..................................................    54
         Section 7.10.     Eligibility; Disqualification.....................................................    54
         Section 7.11.     Preferential Collection of Claims Against Company.................................    55

ARTICLE 8

         DEFEASANCE AND DISCHARGE............................................................................    55
         Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance..........................    55
         Section 8.2.      Legal Defeasance..................................................................    55
         Section 8.3.      Covenant Defeasance...............................................................    56
         Section 8.4.      Conditions to Legal or Covenant Defeasance........................................    56
         Section 8.5.      Discharge.........................................................................    57
         Section 8.6.      Deposited Money and Government Securities to be Held in Trust;
                           Other Miscellaneous Provisions....................................................    58
         Section 8.7.      Repayment to Company..............................................................    59
         Section 8.8.      Reinstatement.....................................................................    59

ARTICLE 9

         AMENDMENT, SUPPLEMENT AND WAIVER....................................................................    59
         Section 9.1.      Without Consent of Holders of Notes...............................................    59
         Section 9.2.      With Consent of Holders of Notes..................................................    60
         Section 9.3.      Compliance with Trust Indenture Act...............................................    62
         Section 9.4.      Revocation and Effect of Consents.................................................    62
         Section 9.5.      Notation on or Exchange of Notes..................................................    63
         Section 9.6.      Trustee to Sign Amendments, etc...................................................    63
         Section 9.7.      Payments for Consent..............................................................    63

ARTICLE 10

         SUBSIDIARY GUARANTEES...............................................................................    63
         Section 10.1.     Guarantees........................................................................    63
</TABLE>



                                       vi

<PAGE>   7



<TABLE>
<S>                       <C>                                                                                  <C>
         Section 10.2.     Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.....................    65
         Section 10.3.     Limitation on Liability...........................................................    66
         Section 10.4.     Successors and Assigns............................................................    67
         Section 10.5.     No Waiver.........................................................................    67
         Section 10.6.     Modification......................................................................    67
         Section 10.7.     Release of Subsidiary Guarantor...................................................    67
         Section 10.8.     Execution of Supplemental Indenture by Future Restricted
                           Subsidiaries......................................................................    67

ARTICLE 11

         COLLATERAL AND SECURITY.............................................................................    68
         Section 11.1.     Pledge Agreement..................................................................    68
         Section 11.2.     Recording and Opinions............................................................    69
         Section 11.3.     Release of Collateral.............................................................    69
         Section 11.4.     Certificate of the Company........................................................    70
         Section 11.5.     Authorization of Actions to Be Taken by the Trustee Under the
                           Pledge Agreement..................................................................    70
         Section 11.6.     Authorization of Receipt of Funds by the Trustee Under the
                           Pledge Agreement..................................................................    71
         Section 11.7.     Termination  of Security Interest.................................................    71

ARTICLE 12

         MISCELLANEOUS.......................................................................................    71
         Section 12.1.     Trust Indenture Act Controls......................................................    71
         Section 12.2.     Notices...........................................................................    71
         Section 12.3.     Communication by Holders of Notes with Other Holders of Notes.....................    73
         Section 12.4.     Certificate and Opinion as to Conditions Precedent................................    73
         Section 12.5.     Statements Required in Certificate or Opinion.....................................    73
         Section 12.6.     Rules by Trustee and Agents.......................................................    74
         Section 12.7.     No Personal Liability of Directors, Officers, Employees and Others................    74
         Section 12.8.     Governing Law.....................................................................    74
         Section 12.9.     No Adverse Interpretation of Other Agreements.....................................    74
         Section 12.10.    Successors........................................................................    74
         Section 12.11.    Severability......................................................................    75
         Section 12.12.    Originals.........................................................................    75
         Section 12.13.    Table of Contents, Headings, etc..................................................    75
         Section 12.14.    Counterparts......................................................................    75

EXHIBITS

Exhibit A       FORM OF NOTE.................................................................................   A-1
Exhibit B       CERTIFICATE OF TRANSFEROR....................................................................   B-1

</TABLE>


                                       vii

<PAGE>   8


         This INDENTURE, dated as of February 2, 1998, is by and among First
Wave Marine, Inc., a Delaware corporation (the "Company"), as issuer, Newpark
Shipbuilding and Repair, Inc., a Texas corporation, as an Initial Subsidiary
Guarantor, EAE Services, Inc., a Texas corporation, as an Initial Subsidiary
Guarantor, EAE Industries, Inc., a Texas corporation, as an Initial Subsidiary
Guarantor, Newpark Marine Fabricators, Inc., a Texas corporation, as an Initial
Subsidiary Guarantor, Louisiana Ship, Inc., a Texas corporation, as an Initial
Subsidiary Guarantor, and Bank One, N.A., as trustee (the "Trustee").

         The parties listed above agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the 11% Senior Notes due
2008 (the "Notes").


                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.1.    DEFINITIONS.

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

         "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 that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

         "Agent" means any Registrar or Paying Agent.

         "Applicable Law", except as the context may otherwise require, means
all applicable laws, rules, regulations, ordinances, judgments, decrees,
injunctions, writs and orders of any court or governmental or congressional
agency or authority and rules, regulations, orders, licenses and permits of any
United States federal, state, municipal, regional, or other governmental body,
instrumentality, agency or authority.




                                       1
<PAGE>   9




         "Asset Sale" means (a) the direct or indirect sale, lease, license,
conveyance or other disposition of any assets or rights (including, without
limitation, by way of a sale and leaseback or similar arrangement, by merger or
consolidation) by the Company or a Restricted Subsidiary (a "disposition"), in
one transaction or a series of transactions; provided that the disposition of
all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of Section 4.14
and/or Section 5.1 and not by the provisions of Section 4.10, and (b) the
issuance or disposition by the Company or any of its Restricted Subsidiaries of
Equity Interests of the Company's Restricted Subsidiaries. Notwithstanding the
foregoing, none of the following will be deemed an Asset Sale: (i) a disposition
of assets by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to a Restricted Subsidiary; (ii) an issuance of
Equity Interests by a Restricted Subsidiary to the Company or to a Restricted
Subsidiary; (iii) a Restricted Payment that is permitted by Section 4.7; (iv)
dispositions in any fiscal year with Net Proceeds in the aggregate of $1,000,000
or less; (v) any liquidation of any Cash Equivalent; (vi) any disposition of
defaulted receivables for collection; and (vii) the grant of any Lien securing
Indebtedness (or any foreclosure thereon) to the extent that such Lien is
granted in compliance with Section 4.12.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

         "Bank Credit Agreement" means any senior revolving credit facility
governing Indebtedness for borrowed money owed by the Company or a Restricted
Subsidiary to banks, trust companies or other institutions that are principally
engaged in the business of lending money to businesses.

         "Bankruptcy Law" means Title 11, United States Code, as may be amended
from time to time, or any similar federal or state law for the relief of
debtors.

         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person, or any authorized committee of the Board of Directors
of such Person.

         "Board Resolutions" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

         "Business Day" means any day other than a Saturday, Sunday, public
holiday or day on which banking institutions in New York (or, with respect to
any payments or transfers to be made by the Trustee or any Agent, as applicable,
in the city where such Trustee or Agent is located) are authorized or obligated
by law or executive order to close.



                                       2
<PAGE>   10





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

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalents" means (i) Government Securities having maturities of
not more than twelve months from the date of acquisition, (ii) certificates of
deposit and Eurodollar time deposits with maturities of twelve months or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
six months and overnight bank deposits, in each case with any member bank of the
U.S. Federal Reserve System having capital and surplus in excess of
$500,000,000, (iii) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any financial institution meeting the qualifications specified
in clause (ii) above, and (iv) commercial paper having the rating of at least
P-1 from Moody's Investors Service, Inc., or any successor to its rating
business, or at least A-1 from Standard & Poor's Ratings Group, or any successor
to its rating business, and in each case maturing within 180 days after the date
of acquisition.

         "Certificated Notes" means Notes issued in definitive, fully registered
form to beneficial owners of interests in the Global Note pursuant to Section
2.06(a) hereof.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act) other than a Restricted Subsidiary; (ii) the adoption of a
plan relating to the liquidation or dissolution of the Company; (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above),
other than a Permitted Holder, becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of a greater percentage of the voting stock of the Company than the
percentage of the voting stock of the Company held by the Permitted Holders;
(iv) the first day on which the Permitted Holders in the aggregate hold less
than 35% of the voting stock of the Company; or (v) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

         "Closing Date" means the date of original issuance of the Notes.

         "Collateral" means the Pledged Securities and the proceeds thereof.

                                       3
<PAGE>   11





         "Commission" or "SEC" means the Securities and Exchange Commission, and
any successor thereto.

         "Consolidated EBITDA" means, with respect to the Company for any
period, the sum of, without duplication, (i) the Consolidated Net Income of the
Company and its Restricted Subsidiaries for such period, plus (ii) to the extent
deducted in the computation of such Consolidated Net Income, the Consolidated
Interest Expense for such period, plus (iii) to the extent deducted in the
computation of such Consolidated Net Income, amortization or write-off of
deferred financing charges for such period, plus (iv) provision for taxes based
on income or profits for such period (to the extent such income or profits were
included in computing Consolidated Net Income for such period), plus (v) to the
extent deducted in the computation of such Consolidated Net Income, consolidated
depreciation, depletion, amortization and other noncash charges of the Company
and its Restricted Subsidiaries required to be reflected as expenses on the
books and records of the Company, minus (vii) cash payments with respect to any
nonrecurring, noncash charges previously added back pursuant to clause (v), and
excluding (viii) the impact of foreign currency translations. Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other noncash charges of a Restricted
Subsidiary shall be added to Consolidated Net Income to compute Consolidated
EBITDA only to the extent (and in the same proportion) that the Net Income of
such Subsidiary was included in calculating the Consolidated Net Income of the
Company and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (unless such approval has been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.

         "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of (i) the total amount of
Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the
aggregate liquidation value of all Disqualified Stock (and in the case of a
Restricted Subsidiary of the Company, preferred stock other than preferred stock
held by the Company or any of its Restricted Subsidiaries) of such Person, in
each case, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means with respect to the
Company and its Restricted Subsidiaries for any period, the ratio of (i)
Consolidated EBITDA of the Company and its Restricted Subsidiaries for such
period to (ii) Consolidated Interest Expense of the Company and its Restricted
Subsidiaries for such period. In the event that the Company or any of its
Restricted Subsidiaries Incurs any Indebtedness (other than revolving credit
borrowings pursuant to Indebtedness already Incurred in accordance herewith) or
issues or redeems preferred stock subsequent to the commencement of the
four-quarter reference period for which the Consolidated Interest Coverage Ratio
is being calculated but on or prior to the date on which the event for which the
calculation of the Consolidated Interest Coverage Ratio is being made (the
"Calculation Date") , then the Consolidated Interest Coverage Ratio shall be
calculated giving pro forma effect to such Incurrence of Indebtedness, or such
issuance or redemption of


                                       4
<PAGE>   12

preferred stock, as if the same had occurred at the beginning of the applicable 
four-quarter reference period. For purposes of making the computation referred 
to above, (i) acquisitions that have been made by the Company or any of its 
Restricted Subsidiaries, including through mergers or consolidations and 
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the four-quarter
reference period, and (ii) the Consolidated EBITDA attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of during the four quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date, shall be excluded as
of the first day of the four quarter reference period, and (iii) the
Consolidated Interest Expense attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
during the four quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date, shall be excluded, but only to the
extent that the obligations giving rise to such Consolidated Interest Expense
will not be obligations of the Company or any of its Restricted Subsidiaries
following the Calculation Date.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, interest payments in respect of Indebtedness of
another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Hedging Obligations), (ii) the consolidated
interest expense of such Person and its Restricted Subsidiaries that was
capitalized during such period, in each case, on a consolidated basis and in
accordance with GAAP, and (iii) the product of (A) the aggregate amount of
dividends paid (to the extent not accrued in a prior period) or accrued on
Disqualified Stock of the Company and its Restricted Subsidiaries or preferred
stock of the Company's Restricted Subsidiaries, to the extent such Disqualified
Stock or preferred stock is owned by Persons other than the Company and its
Restricted Subsidiaries and (B) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state,
local and foreign statutory tax rate of such Person, expressed as a decimal.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person as to which Consolidated Net
Income is being calculated, (ii) the Net Income of any Restricted Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by such Restricted Subsidiary


                                       5
<PAGE>   13




of such Net Income would not be permitted at the date of determination 
directly or indirectly, pursuant to the terms of its charter and by-laws and all
agreements, instruments, judgments, decrees, orders, statutes, rules or
governmental regulations applicable to such Restricted Subsidiary or its
stockholders, (iii) the Net Income (if positive) of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded, and (iv) the cumulative effect of a change in
accounting principles shall be excluded.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common equity holders of
such Person and its consolidated Restricted Subsidiaries as of such date plus
(ii) the respective amounts reported on such Person's balance sheet as of such
date with respect to any series of preferred equity (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends or other
distributions, unless such dividends or other distributions may be declared and
paid only out of net earnings in respect of the year of such declaration and
payment, but only to the extent of any cash received by such Person upon
issuance of such preferred equity, less (x) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of tangible assets of
a going concern business made within 12 months after the acquisition of such
business) subsequent to the Closing Date in the book value of any asset owned by
such Person or a consolidated Restricted Subsidiary of such Person, (y) all
investments as of such date in Persons that are not Restricted Subsidiaries
(except, in each case, Permitted Investments), and (z) all unamortized debt
discount and expense and unamortized deferred charges as of such date, all of
the foregoing determined in accordance with GAAP.

         "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Closing Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination of election.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.2 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under any Bankruptcy Law.

         "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.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.3 hereof as
the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                                       6
<PAGE>   14





         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature.

         "Eligible Receivables" means the trade receivables of the Company and
its Restricted Subsidiaries less the allowance for doubtful accounts, each of
the foregoing determined in accordance with GAAP.

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

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

         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the Closing Date pro forma after giving
effect to the offering and sale of the Notes and the use of proceeds therefrom.

         "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy; provided that if such value exceeds
$1,000,000, such determination shall be made in good faith by the Board of
Directors of the Company.

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

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

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


                                        7

<PAGE>   15





         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest or currency exchange rate swap
agreements, interest or currency exchange rate cap agreements and interest or
currency exchange rate collar agreements and (ii) other agreements or
arrangements, in any case, designed to protect such Person against fluctuations
in interest or currency exchange rates (as appropriate, "Interest Rate Hedges"
and "Currency Hedges").

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

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person
(and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time, and is not
theretofore classified as Indebtedness, becoming Indebtedness shall not be
deemed an Incurrence of such Indebtedness.

         "Indebtedness" means, with respect to any Person, (a) any liability of
such Person, whether or not contingent (i) for borrowed money, or under any
reimbursement obligation relating to a letter of credit, bankers' acceptance or
note purchase facility; (ii) evidenced by a bond, note, debenture or similar
instrument (including a purchase money obligation); (iii) for the payment of
money relating to a Capital Lease Obligation; (iv) for or pursuant to
Disqualified Stock; (v) for or pursuant to preferred stock of any Restricted
Subsidiary of the Company (other than preferred stock held by the Company or any
of its Restricted Subsidiaries); (vi) representing the balance deferred and
unpaid of the purchase price of any property or services (except any such
balance that constitutes a trade payable or accrued liability in the ordinary
course of business that is not overdue by more than 90 days or is being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted); or (vii) under or in respect of Hedging Obligations; (b)
any liability of others described in the preceding clause (a) that such Person
has guaranteed, that is recourse to such Person or that is otherwise its legal
liability, or the payment of which is secured by (or for which the holder of
such liability has an existing right to be secured by) any Lien upon property
owned by such Person, even though such Person has not assumed or become liable
for the payment of such liability; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above. The amount of any non-interest
bearing or other discount Indebtedness shall be deemed to be the principal
amount thereof that would be shown on the balance sheet of the issuer dated such
date prepared in accordance with GAAP, but such Indebtedness shall be deemed to
have been Incurred only on the date of the original issuance thereof.

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


                                       8
<PAGE>   16






         "Initial Subsidiary Guarantors" means collectively Newpark Shipbuilding
and Repair, Inc., a Texas corporation, EAE Services, Inc., a Texas corporation,
EAE Industries, Inc., a Texas corporation, Newpark Marine Fabricators, Inc., a
Texas corporation, and Louisiana Ship, Inc., a Texas corporation.

         "Interest Payment Date" means each February 1 and August 1 of each
year.

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

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, and any
lease in the nature thereof) .

         "Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person for such period, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends, excluding,
however, (i) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with (a) any sales of
assets (including, without limitation, dispositions pursuant to sale and
leaseback transactions) other than in the ordinary course of business or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries, (ii) any extraordinary or non-recurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or non-recurring gain (but not loss), and (iii) unrealized foreign exchange
gains (but not losses).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, (i) Cash Equivalents received as consideration
in such Asset Sale, (ii) any cash received upon the disposition of any non-cash
consideration received in such Asset Sale, and (iii) any assumption of
liabilities deemed to constitute "cash" for purposes of Section 4.10), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions), any
relocation expenses incurred as a result thereof, any taxes paid or payable by
the Company or any of its Restricted Subsidiaries as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing


                                       9
<PAGE>   17

arrangements), amounts required to be paid to any Person (other than the Company
and its Restricted Subsidiaries) having a Lien on the assets subject to the
Asset Sale, amounts required to be paid to any Person (other than the Company or
any Restricted Subsidiary) owning a beneficial interest in the assets subject to
the Asset Sale, and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP (provided that the
amount of any such reserve shall be deemed to constitute Net Proceeds at the
time such reserve shall have been released or is not otherwise required to be
retained for such purpose).

         "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender, (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity and (iii) as to which the lenders have expressly waived any
recourse which they may have, in law, equity or otherwise, whether based on
misrepresentation, control, ownership or otherwise, to the Company or any of its
Restricted Subsidiaries, including, without limitation, a waiver of the benefits
of the provisions of Section 1111(b) of the Bankruptcy Law.

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

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person, the chief executive
officer, the president, the chief operating officer, the chief financial
officer, the chief accounting officer, the treasurer, any assistant treasurer,
the controller, the secretary, any assistant secretary or any vice-president of
such Person.

         "Officers' Certificate" means a certificate signed on behalf of a
Person by two Officers of such Person, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of such Person, that meets the requirements of Section 12.5 hereof.

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

         "Permitted Holders" means (i) Samuel F. Eakin, Frank W. Eakin and David
B. Ammons; (ii) each of their beneficiaries, estates, spouse and lineal
descendants, legal 


                                       10
<PAGE>   18

representatives of any of the foregoing and the trustee of any bona fide trust 
of which any of the foregoing are the sole beneficiaries or grantors and (iii) 
all Affiliates controlled by the individuals named in clause (i) (provided that,
for purposes of this clause (iii) only, the proviso set forth in the definition
of the term "Affiliate" shall be deemed modified to provide that beneficial 
ownership of 50% or more of the voting securities of a Person shall constitute,
and shall be necessary to constitute, control).

         "Permitted Investments" means (i) any Investment in the Company (other
than the purchase of any Equity Interests of the Company) or in a Restricted
Subsidiary of the Company; (ii) any Investment in Cash Equivalents; (iii) any
Investment by the Company or any of its Restricted Subsidiaries in a Person
engaged in the Shipyard Business if, as a result of such Investment, (A) such
Person becomes a Restricted Subsidiary of the Company or (B) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company; (iv) any Investment in Government
Securities in accordance with the provisions of the Pledge Agreement; (v)
Investments the payment for which consists exclusively of Equity Interests
(excluding Disqualified Stock) of the Company; (vi) Investments in shares of
money market mutual or similar funds having assets in excess of $500,000,000;
and (vii) Investments in negotiable instruments held for collection in the
ordinary course of business and lease, utility and similar deposits.

         "Permitted Liens" means (i) Liens on receivables securing Permitted
Indebtedness Incurred pursuant to clause (i) of the definition of such term;
(ii) Liens in favor of the Company and/or its Restricted Subsidiaries; (iii)
Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Company or any of its Restricted Subsidiaries, provided
that such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or any such Restricted Subsidiary;
(iv) Liens securing any Acquired Indebtedness and which exist at the time of
acquisition thereof by the Company or any of its Restricted Subsidiaries,
provided that such Liens were in existence prior to the contemplation of such
acquisition; (v) Liens arising under this Indenture in favor of the Trustee;
(vi) Liens existing on the Closing Date; (vii) Liens arising by reason of (1)
any judgment, decree or order of any court not constituting an Event of Default;
(2) taxes not yet delinquent or which are being contested in good faith by
appropriate proceedings which suspend the collection thereof, promptly
instituted and diligently conducted, and for which adequate reserves have been
established to the extent required by GAAP; (3) security for payment of workers'
compensation or other insurance; (4) good faith deposits in connection with
tenders, leases and contracts (other than contracts for the payment of money),
bids, licenses, performance or similar bonds and other obligations of a like
nature, in the ordinary course of business; (5) zoning restrictions, easements,
licenses, reservations, provisions, covenants, conditions, waivers, restrictions
on the use of property or minor irregularities of title (and with respect to
leasehold interests, mortgages, obligations, Liens and other encumbrances
incurred, created, assumed or permitted to exist and arising by, through or
under a landlord or owner of the leased property, with or without consent of the
lessees), none of which materially impairs the use of any parcel of property
material to 


                                       11

<PAGE>   19

the operation of the business of the Company or any Restricted Subsidiary or the
value of such property for the purpose of such business; (6) deposits to secure
public or statutory obligations or in lieu of surety or appeal bonds; (7)
surveys, exceptions, title defects, encumbrances, easements, reservations of, or
rights of others for, rights of way, sewers, electric lines, telegraph or
telephone lines and other similar purposes or zoning or other restrictions as to
the use of real property not interfering with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries; or (8) operation
of law or statute and incurred in the ordinary course of business, including
without limitation, those in favor of mechanics, materialmen, suppliers,
laborers or employees, and, if securing sums of money, for sums which are not
yet delinquent or are being contested in good faith by appropriate proceedings
which suspend the collection thereof, promptly instituted and diligently
conducted, and for which adequate reserves have been established to the extent
required by GAAP; (viii) Liens created by the Pledge Agreement; (ix) Liens
resulting from the deposit of funds or Government Securities in trust for the
purpose of decreasing or defeasing Indebtedness of the Company and its
Restricted Subsidiaries so long as such deposit of funds or Government
Securities and such decreasing or defeasing of Indebtedness are permitted under
Section 4.7; (x) Liens securing obligations in a maximum aggregate amount not to
exceed $5,000,000; and (xi) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred
to in the foregoing clauses (iii), (iv) and (vi) above; provided that the
principal amount of the Indebtedness secured thereby shall not exceed the
principal amount of Indebtedness secured thereby immediately prior to the time
of such extension, renewal or replacement, and that such extension, renewal or
replacement Lien shall be limited to all or a part of the property that secured
the Lien so extended, renewed or replaced (plus improvements on such property).

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used by such Person to extend, refinance, renew, replace,
defease or refund other Indebtedness of such Person ("Old Indebtedness");
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Old Indebtedness; (ii) such Permitted
Refinancing Indebtedness has a final maturity date equal to or later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Old Indebtedness;
(iii) if the Old Indebtedness is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness is subordinated in right of payment to
the Notes on terms at least as favorable to the Holders as those contained in
the documentation governing the Old Indebtedness; (iv) such Permitted
Refinancing Indebtedness is on terms that are no more restrictive, as a whole,
than those governing such Old Indebtedness; and (v) such Permitted Refinancing
Indebtedness is Incurred only by the Company or the Restricted Subsidiary that
is the obligor on the Old Indebtedness.

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



                                       12
<PAGE>   20

         "Pledge Account" means an account established with the Trustee pursuant
to the terms of the Pledge Agreement for the deposit of the Pledged Securities
purchased by the Company with a portion of the proceeds from the sale of the
Notes.

         "Pledge Agreement" means the Pledge and Security Agreement, dated as of
the Closing Date, by and among the Company, the Trustee and the Pledge Agent
named therein, governing the disbursement of funds from the Pledge Account, as
such may be amended from time to time pursuant to the terms thereof.

         "Pledged Securities" means the securities purchased with a portion of
the proceeds from the sale of the Notes, which shall consist of Government
Securities, to be deposited in the Pledge Account.

         "Public Equity Offering" means an underwritten public offering for cash
by the Company of its Capital Stock (other than Disqualified Stock) to any
Person other than a Subsidiary of the Company pursuant to a registration
statement that has been declared effective by the Commission (other than a
registration statement on Form S-8 or any successor form or otherwise relating
to equity securities issuable under any employee benefit plan of the Company).

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

         "Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary.

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

         "Shipyard Business" means the business of the provision of
construction, repair, fabrication, labor and environmental services to the
maritime, transportation and oil field industries, together with all activities
ancillary thereto.

         "Subordinated Indebtedness" means Indebtedness of the Company (or a
Restricted Subsidiary) that is expressly subordinated in right of payment to the
Notes (or a Subsidiary Guarantee, as appropriate).

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital 


                                       13
<PAGE>   21

Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or of one or more Subsidiaries of such Person (or any
combination thereof). Unless indicated to the contrary, "Subsidiary" refers to a
Subsidiary of the Company.

         "Subsidiary Guarantee" means an unconditional guaranty of the Notes and
this Indenture given by any Restricted Subsidiary or other Person pursuant to
the terms of this Indenture or any supplement hereto.

         "Subsidiary Guarantors" means (i) as of the Closing Date, the Initial
Subsidiary Guarantors, and (ii) thereafter, any other Restricted Subsidiary that
becomes a guarantor of the Notes in compliance with the provisions of this
Indenture and executes a supplemental indenture agreeing to be bound by the
terms of this Indenture; in each case until such time, if any, as such
Restricted Subsidiary is released from the Subsidiary Guarantee as permitted by
this Indenture.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) and the rules and regulations thereunder, as in effect on the date
on which this Indenture is qualified under the TIA (except as provided in
Sections 9.1(f) and 9.3 hereof).

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

         "Unrestricted Subsidiary" means any Subsidiary that is designated by
the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to
a Board Resolution of the Company, but only to the extent that such Subsidiary
(i) has no Indebtedness other than Non-Recourse Debt, (ii) does not own any
Equity Interests of, or own or hold any Lien on, any property of the Company or
any Restricted Subsidiary of the Company (other than any Subsidiary of the
Subsidiary to be so designated), (iii) has not, and the Subsidiaries of such
Subsidiary have not at the time of designation, and does not thereafter, Incur
any Indebtedness pursuant to which the lender has recourse to any of the assets
of the Company or any of its Restricted Subsidiaries, (iv) is not party to any
material agreement, contract, arrangement or understanding with the Company or
any of its Restricted Subsidiaries unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company, (v) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b)
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results, (vi) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries and (vii) has
at least one director on its board of directors 


                                       14

<PAGE>   22

that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries and has at least one executive officer that is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries. Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution of the Company giving effect to such designation and an
Officers' Certificate certifying that (i) such designation complied with the
foregoing conditions, (ii) such designation was permitted by Section 4.7, (iii)
immediately after giving effect to such designation, the Company could Incur at
least $1.00 of additional Indebtedness pursuant to the Consolidated Interest
Coverage Ratio test set forth in Section 4.9(a), and (iv) no Default or Event of
Default would be in existence immediately following such designation. If, at any
time, any Unrestricted Subsidiary would fail to meet the foregoing requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness, Liens or
agreements of such Subsidiary shall be deemed to be Incurred or created by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness,
Liens or agreements are not permitted to be Incurred or created as of such date
under the covenants described in Article IV of this Indenture, the Company shall
be in default of such covenants). The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary,
provided that such designation shall be deemed to be an Incurrence of
Indebtedness and a creation of Liens and agreements by a Restricted Subsidiary
of the Company of any outstanding Indebtedness, Liens or agreements of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness, Liens and agreements are permitted under the covenants described
in Article IV of this Indenture, and (ii) no Default or Event of Default would
be in existence immediately following such designation.

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

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

SECTION 1.2.    OTHER DEFINITIONS.
                                                                             
<TABLE>
<CAPTION>
                                                                              Defined in
            Term                                                                Section
            ----                                                              ----------

<S>                                                                           <C> 
         "Affiliate Transaction"...........................................       4.11
         "Asset Sale Offer"................................................    4.10(b)
         "Change of Control Offer".........................................    4.14(a)
</TABLE>

                                       15
<PAGE>   23

<TABLE>
<CAPTION>
                                                                              Defined in
            Term                                                                Section
            ----                                                              ----------

<S>                                                                           <C> 
         "Change of Control Payment".......................................    4.14(a)
         "Change of Control Payment Date"..................................    4.14(b)
         "Covenant Defeasance".............................................        8.3
         "Discharge".......................................................        8.5
         "DTC".............................................................     2.1(b)
         "DTC Participants"................................................     2.1(b)
         "Event of Default"................................................        6.1
         "Excess Proceeds".................................................    4.10(b)
         "Global Note".....................................................     2.1(a)
         "Legal Defeasance"................................................        8.2
         "Paying Agent"....................................................        2.3
         "Payment Default" ................................................     6.1(e)
         "Permitted Indebtedness"..........................................     4.9(b)
         "Register"........................................................        2.3
         "Registrar".......................................................        2.3
         "Restricted Payments".............................................     4.7(a)
         "SEC".............................................................        1.1  ("Commission")
</TABLE>

SECTION 1.3.      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;

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.4.    RULES OF CONSTRUCTION.

         Unless the context otherwise requires:



                                       16
<PAGE>   24


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

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

         (c) "or" is not exclusive;

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

         (e) provisions apply to successive events and transactions;

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

         (g) "herein," "hereof" and other words or similar import refer to this
Indenture as a whole (as amended or supplemented from time to time) and not to
any particular Article, Section or other subdivision.


                                    ARTICLE 2

                                    THE NOTES

SECTION 2.1.    FORM AND DATING.

         (a) General Form of Notes. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto, which
Exhibit is part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication. The Notes shall be issued only in
registered form without coupons and only in minimum denominations of $1,000 and
integral multiples thereof. The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Indenture and
the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. The Notes
shall be issued initially in the form of a permanent, global note in definitive,
fully registered form, without coupons, substantially in the form of Exhibit A
hereto (including the text and schedule called for by footnotes 1 and 2 thereto)
(the "Global Note"). Upon issuance, such Global Note shall be duly executed by
the Company and authenticated by the Trustee as hereinafter provided and
deposited with the Trustee as custodian for the Depositary. Any Certificated
Note that may be issued pursuant to Section 2.06(a) hereof, shall be issued in
the form of a note in definitive, fully registered form, without coupons,
substantially in the form set forth in Exhibit A hereto (excluding the text and
schedule 


                                       17


<PAGE>   25

called for by footnotes 1 and 2 thereto). Upon issuance, any such Certificated
Note shall be duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

         (b) Form of Global Notes. Each Global Note (i) shall represent such
portion of the outstanding Notes as shall be specified therein, (ii) shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions, (iii) shall be registered in
the name of the Depositary or its nominee, duly executed by the Company and
authenticated by the Trustee as provided herein, for credit to the respective
accounts of the Holders (or such accounts as they may direct) at the Depositary,
(iv) shall be delivered by the Trustee or its Agent to the Depositary or a Note
Custodian pursuant to the Depositary's instructions and (v) shall bear a legend
substantially to the following effect:

         "Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), New York, New
York, to the Company or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as is required by an authorized representative of DTC (and any
payment hereon 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."

Members of, or participants in, the Depositary ("DTC Participants") shall have
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary, and the Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the absolute owner of
such 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 to the Depositary or impair, as between the
Depositary and its agent members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.

         Whenever, as a result of an optional redemption of Notes by the
Company, a Change of Control Offer, an Asset Sale Offer or an exchange pursuant
to the second sentence of Section 2.06(a) hereof, a Global Note is redeemed,
repurchased or exchanged in part, such Global Note shall be surrendered by the
Holder thereof to the Trustee who shall cause an adjustment to be made to
Schedule A thereof so that the principal amount of such Global Note will be
equal to the portion of such Global Note not redeemed, repurchased or exchanged
and shall thereafter return such Global Note to such Holder, provided that any
such Global Note shall be in a principal amount of $1,000 or an integral
multiple thereof.

         (c) Form of Certificated Notes. Certificated Notes may be produced in
any manner determined by the Officers of the Company executing such Notes, as
evidenced by their 


                                       18
<PAGE>   26

execution of such Notes. The Trustee must register Certificated Notes so issued
in the name of, and cause the same to be delivered to, such Person (or its
nominee). Except as provided in Section 2.6, any Person having a beneficial
interest in the Global Note may not exchange such beneficial interest for fully
Certificated Notes in duly registered form.

         (d) Provisions Applicable to Forms of Notes. The Notes may also have
such additional provisions, omissions, variations or substitutions as are not
inconsistent with the provisions of this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with this Indenture, any Applicable Law or
with any rules made pursuant thereto or with the rules of any securities
exchange or governmental agency or as may be determined consistently herewith by
the Officers of the Company executing such Notes, as conclusively evidenced by
their execution of such Notes. All Notes shall be otherwise substantially
identical except as provided herein.

         Subject to the provisions of this Article 2, a registered Holder of a
beneficial interest in a Global Note may grant proxies and otherwise authorize
any Person to take any action that a Holder is entitled to take under this
Indenture or the Notes.

SECTION 2.2.    EXECUTION AND AUTHENTICATION.

         An Officer of the Company shall sign the Notes for the Company by
manual or facsimile signature. The Company's seal may be reproduced on the Notes
and may be in facsimile form.

         If an Officer of the Company whose signature is on a Note no longer
holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid.

         A Note shall not be valid or obligatory for any purpose or entitled to
the benefits of this Indenture until authenticated by the manual signature of
the Trustee or its authenticating agent. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

         The Trustee shall, upon the delivery to the Trustee of a written order
of the Company signed by two Officers, from time to time, authenticate Notes for
original issue up to an aggregate principal amount of $90,000,000. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.7 hereof.

         The Trustee may appoint an authenticating agent to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.



                                       19
<PAGE>   27

SECTION 2.3.    TRUSTEE, REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register ("Register") of the Notes and of their transfer
and exchange. The Company may also from time to time appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar upon notice
to the Holders. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act, subject to the last paragraph of this Section 2.3, as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar;
provided, however, that none of the Company, its Subsidiaries or the Affiliates
of the foregoing shall act (i) as Paying Agent in connection with any
redemption, offer to purchase, discharge or defeasance, as otherwise specified
in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event
of Default has occurred and is continuing.

         The Company hereby appoints Bank One, N.A., at its Corporate Trust
Office, as the Trustee hereunder and Bank One, N.A., hereby accepts such
appointment. The Trustee shall have the powers and authority granted to and
conferred upon it in the Notes and hereby and such further powers and authority
to act on behalf of the Company as may be mutually agreed upon by the Company
and the Trustee, and the Trustee shall keep a copy of this Indenture available
for inspection during normal business hours at its Corporate Trust Office.

         The Company initially appoints DTC to act as Depositary with respect to
the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

         All of the terms and provisions with respect to such powers and
authority contained in the Notes are subject to and governed by the terms and
provisions hereof.

         The Trustee may resign as Registrar or Paying Agent upon 30 days prior
written notice to the Company.

SECTION 2.4.    PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of the
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to 


                                       20
<PAGE>   28

pay all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment of all
such money over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5.    HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable to it the most recent list available to it of the names and
addresses of all Holders and shall otherwise strictly comply with TIA Section
312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least ten Business Days before each Interest Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may require of the names and addresses of the Holders
of Notes and the Company shall otherwise strictly comply with TIA Section 
312(a).

SECTION 2.6.    TRANSFER AND EXCHANGE.

         (a) The Global Note shall be exchanged by the Company for one or more
Certificated Notes if (a) the Depositary (i) has notified the Company that it is
unwilling or unable to continue as, or ceases to be, a clearing agency
registered under Section 17A of the Exchange Act and (ii) a successor to the
Depositary registered as a clearing agency under Section 17A of the Exchange Act
is not able to be appointed by the Company within 90 calendar days or (b) the
Depositary is at any time unwilling or unable to continue as Depositary and a
successor to the Depositary is not able to be appointed by the Company within 90
calendar days. If an Event of Default occurs and is continuing, the Company
shall, at the request of the Holder thereof, exchange all or part of the Global
Note for one or more Certificated Notes; provided that the principal amount of
each of such Certificated Notes and such Global Note, after such exchange, shall
be $1,000 or an integral multiple thereof. In addition, the Holder of a
beneficial interest in the Global Note may at any time exchange such interest
for a Certificated Note in a principal amount of $1,000 or an integral multiple
thereof. Whenever a Global Note is exchanged as a whole for one or more
Certificated Notes, such Global Note shall be surrendered by the Holder thereof
to the Trustee for cancellation. Whenever a Global Note is exchanged in part for
one or more Certificated Notes pursuant to this Section 2.06(a), it shall be
surrendered by the Holder thereof to the Trustee and the Trustee shall make the
appropriate notations thereon pursuant to Section 2.1(b) hereof. All
Certificated Notes issued in exchange for a Global Note or any portion thereof
shall be registered in such names, and delivered, as the Depositary shall
instruct the Trustee.

         (b) A Holder may transfer a Note only upon the surrender of such Note
for registration of transfer. No such transfer shall be effected until, and the
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer in the 


                                       21
<PAGE>   29

Register by the Registrar. When Notes are presented to the Registrar with a
request to register the transfer of, or to exchange, such Notes, the Registrar
shall register the transfer or make such exchange as requested if its
requirements for such transactions and any applicable requirements hereunder are
satisfied. To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Certificated Notes at the Registrar's
request.

         (c) The Company shall not be required to make and the Registrar need
not register transfers or exchanges of Certificated Notes (i) selected for
redemption (except, in the case of Certificated Notes to be redeemed in part,
the portion thereof not to be redeemed) and (ii) for a period of 15 calendar
days before a selection of Notes to be redeemed.

         (d) No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment by Holders of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer of Notes.

         (e) All Notes issued upon any registration of transfer or exchange
pursuant to the terms of this Indenture will evidence the same debt and will be
entitled to the same benefits under this Indenture as the Notes surrendered for
such registration of transfer or exchange.

         (f) Any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by such Holder (or its
agent), and that ownership of a beneficial interest in the Notes represented
thereby shall be required to be reflected in book entry form. Transfers of a
Global Note shall be limited to transfers in whole and not in part, to the
Depositary, its successors, and their respective nominees. Interests of
beneficial owners in a Global Note shall be transferred in accordance with the
rules and procedures of the Depositary (or its successors).

SECTION 2.7.    REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note, the Company shall, upon the written request of the Holder
thereof, issue and the Trustee, upon the written order of the Company signed by
two Officers of the Company, shall authenticate a replacement Note if the
Trustee's requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by such Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Company may charge for its expenses in replacing a Note.



                                       22
<PAGE>   30

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

         The provisions of this Section 2.7 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.8.    OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it (or its agent), those delivered to
it (or its agent) for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section 2.9
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

         If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note (other than a mutilated Note surrendered for replacement) is held
by a bona fide purchaser (as such term is defined in Section 8-302 of the
Uniform Commercial Code as in effect in the State of New York).

         If the principal amount of any Note is considered paid under Section
4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.9.    TREASURY NOTES.

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

SECTION 2.10.     TEMPORARY NOTES.

         Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by two 


                                       23
<PAGE>   31

Officers of the Company. Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Company considers appropriate
for temporary Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes.

         Until such exchange, Holders of temporary Notes shall be entitled to
all of the benefits of this Indenture.

SECTION 2.11.     CANCELLATION.

         The Company at any time may deliver Notes to the Trustee or its Agent
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee (or its Agent) and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Notes (subject to the record retention requirement of the
Exchange Act). Certification of the destruction of all canceled Notes shall be
delivered to the Company from time to time. The Company may not issue new Notes
to replace Notes that it has paid or that have been delivered to the Trustee (or
its Agent) for cancellation. If the Company acquires 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 (or its Agent) for cancellation pursuant to this Section 2.11.

SECTION 2.12.     DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.1 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
defaulted interest to be paid.

SECTION 2.13.     PERSONS DEEMED OWNERS.

         Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent, the Company and any agent of the foregoing shall
deem and treat the Person in whose name any Note is registered as the absolute
owner of such Note for all purposes (including the purpose of receiving payment
of principal of and interest on such Notes; provided 


                                       24
<PAGE>   32

that defaulted interest shall be paid as set forth in Section 2.12), and none of
the Trustee, any Agent, the Company or any agent of the foregoing shall be
affected by notice to the contrary.

SECTION 2.14.     CUSIP NUMBERS

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will print CUSIP numbers on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption and
purchase as a convenience to Holders; provided, however, that any such notices
may state that no representation is made as to the correctness of such numbers
as printed on the Notes and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption or purchase
shall not be affected by any defect or omission in such numbers.


                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.1.    NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date (unless a
shorter period is acceptable to the Trustee), an Officers' Certificate setting
forth (i) the clause of Section 3.7 pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed, (iv) the redemption price and accrued and unpaid interest and (v)
whether it requests the Trustee to give notice of such redemption. Any such
notice may be canceled at any time prior to the mailing of notice of such
redemption to any Holder and shall thereby be void and of no effect.

SECTION 3.2.    SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such other method as the Trustee shall deem fair
and appropriate; provided that no Notes of $1,000 principal amount or less shall
be redeemed in part. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or 


                                       25
<PAGE>   33

whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

SECTION 3.3.    NOTICE OF REDEMPTION.

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

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

         (a) the redemption date;

         (b) the redemption price and accrued and unpaid interest;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

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

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

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

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

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 40 days prior to the
redemption date (unless a shorter period is acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.



                                       26
<PAGE>   34

SECTION 3.4.    EFFECT OF NOTICE OF REDEMPTION.

         Unless otherwise stated therein, once notice of redemption is mailed in
accordance with Section 3.3 hereof, Notes called for redemption become
irrevocably due and payable on the redemption date at the redemption price.

SECTION 3.5.    DEPOSIT OF REDEMPTION PRICE.

         On or prior to the redemption date, the Company shall deposit with the
Paying Agent (other than the Company or any of its Subsidiaries) money
sufficient in same day funds to pay the redemption price of and accrued interest
on all Notes to be redeemed on that date. The Paying Agent shall promptly return
to the Company any money deposited with the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed. If the money is deposited on the
redemption date, such deposit shall be made by 10:00 a.m. New York City time.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption whether or not such Notes are
presented for payment, and the only remaining right of the Holders of such Notes
shall be to receive payment of the redemption price upon surrender to the Paying
Agent of the Notes redeemed. If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the redemption date until such principal is
paid and to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1
hereof.

SECTION 3.6.    NOTES REDEEMED IN PART.

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

SECTION 3.7.    OPTIONAL REDEMPTION.

         (a) Except as set forth in clause (b) of this Section 3.7, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.7 prior
to February 1, 2003. Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon to


                                       27
<PAGE>   35

the applicable redemption date, if redeemed during the twelve-month period
beginning on February 1 of the years indicated below:

<TABLE>
<CAPTION>
                  YEAR                               PERCENTAGE
                  ----                               ----------

<S>                                                  <C>      
                  2003                               105.5000%
                  2004                               103.6667%
                  2005                               101.8333%
                  2006 and thereafter                100.0000%
</TABLE>

         (b) Notwithstanding the foregoing, on and prior to September 15, 2001,
the Company, at its option, may redeem, from time to time, up to 35% of the
aggregate principal amount of the Notes at a redemption price of 111.00% of the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date with the net proceeds of a Public Equity Offering; provided that
no less than 65% of the aggregate principal amount of the Notes initially issued
remains outstanding immediately after giving effect to such redemption; and
provided, further, that notice of such redemption shall have been given not
later than 30 days, and such redemption shall occur not later than 90 days,
after the date of the closing of the transaction giving rise to such Public
Equity Offering.

         (c) Any redemption pursuant to this Section 3.7 shall be made pursuant
to the provisions of Sections 3.1 through 3.6 hereof.

SECTION 3.8.    MANDATORY REDEMPTION.

         Except as set forth under Sections 4.10 and 4.14 hereof, the Company
shall not be required to repurchase the Notes or make mandatory redemption or
sinking fund payments with respect to the Notes.


                                    ARTICLE 4

                                    COVENANTS

SECTION 4.1.      PAYMENT OF NOTES.

         The Company shall pay or cause to be paid in New York, New York the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided herein and in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent (or, with
respect to the first two interest payments, the Pledge Agent under the Pledge
Agreement), if other than the Company or a Subsidiary thereof, holds as of 10:00
a.m. New York City time on the due date money deposited by the Company in same
day funds and designated for and sufficient to pay all principal, premium, if
any, and interest then due. The Paying Agent shall return to the Company, no
later than three Business Days 



                                       28
<PAGE>   36
following the date of payment, any money (including accrued interest) in excess 
of the amounts paid on the Notes.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate specified
therefor in the Notes; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law to the extent that such interest is
an allowed claim against the debtor under such Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.2.    MAINTENANCE OF OFFICE OR AGENCY.

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

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.3.

SECTION 4.3.    PROVISIONS OF REPORTS AND OTHER INFORMATION.

         (a) Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee and the Holders of Notes (i) all quarterly and annual financial
information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were such forms, including a 
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its Subsidiaries and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants and
(ii) all current reports that would be required to be filed with the Commission
on Form 8-K if the Company were required to file 


                                       29
<PAGE>   37

such reports. In addition, whether or not required by the rules and regulations
of the Commission, the Company will file a copy of all such information and
reports with the Commission for public availability (unless the Commission will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. If required by the terms
thereof, the Company shall also comply with the provisions of TIA Section 
314(a).

         (b) If the Company instructs the Trustee to distribute any of the
documents described in Section 4.3(a) to the Holders, the Company shall provide
the Trustee with a sufficient number of copies of all such documents that the
Company may be required to deliver to such Holders.

SECTION 4.4.    COMPLIANCE CERTIFICATE.

         (a) The Company shall deliver to the Trustee, within 45 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of, or interest on, the Notes are
prohibited or, if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, 


                                       30
<PAGE>   38

an Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

SECTION 4.5.    TAXES.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except (i) such as are contested in good faith and by appropriate proceedings or
(ii) such as for which reserve or other appropriate provision, if any, as shall
be required to be in conformity with GAAP, has been made therefor, or (iii)
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

SECTION 4.6.    STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.7.    LIMITATION ON RESTRICTED PAYMENTS.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any Restricted
Subsidiary's Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation) other than dividends or
distributions (A) paid or payable in Equity Interests (other than Disqualified
Stock) of the Company or (B) paid or payable to the Company or any Wholly Owned
Restricted Subsidiary of the Company; (ii) purchase, redeem or otherwise acquire
or retire for value any Equity Interests of the Company or any Affiliate of the
Company or any Restricted Subsidiary of the Company (other than any such Equity
Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the
Company); (iii) make any principal payment on, or purchase, redeem, defease or
otherwise acquire or retire for value prior to the scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Subordinated Indebtedness
(except, if no Default or Event of Default is continuing or would result
therefrom, any such payment, purchase, redemption, defeasance or other
acquisition or retirement for value made out of Excess Proceeds available for
general corporate purposes if (1) such payment or other action is required by
the indenture or other agreement or instrument pursuant to which such
Subordinated Indebtedness was issued and (2) the Company has purchased all Notes
and other senior Indebtedness properly tendered pursuant to an Asset Sale Offer
required under 


                                       31
<PAGE>   39

Section 4.10; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to hereinafter as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

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

                  (ii) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto as if such Restricted Payment
         had been made at the beginning of the applicable fiscal quarter, have
         been permitted to Incur at least $1.00 of additional Indebtedness
         pursuant to the Consolidated Interest Coverage Ratio test set forth in
         Section 4.9(a); and

                  (iii) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments declared or made by the Company
         and its Restricted Subsidiaries after the Closing Date shall not
         exceed, at the date of determination, the sum of (1) 50% of aggregate
         Consolidated Net Income of the Company from the beginning of the first
         fiscal quarter commencing after the Closing Date to the end of the
         Company's most recently ended fiscal quarter for which financial
         statements are available at the time of such Restricted Payment (or, if
         such aggregate Consolidated Net Income for such period is a deficit,
         less 100% of such deficit), plus (2) 100% of the aggregate net cash
         proceeds received by the Company from the issue or sale after the
         Closing Date of Equity Interests of the Company or of Disqualified
         Stock or debt securities of the Company that have been converted into
         such Equity Interests (other than Equity Interests (or Disqualified
         Stock or convertible debt securities) sold to a Subsidiary of the
         Company and other than Disqualified Stock or debt securities that have
         been converted into Disqualified Stock), plus (3) the aggregate net
         cash proceeds received by the Company as capital contributions to the
         Company (other than from a Subsidiary of the Company) after the Closing
         Date, plus (4) if any Restricted Investment that was made after the
         Closing Date is sold for cash, to the extent such amount is not
         included in the Consolidated Net Income of the Company, the lesser of
         (A) the Net Proceeds from such sale to the extent received by the
         Company or any Restricted Subsidiary, and (B) the initial amount of
         such Restricted Investment, plus (5) in the event an Unrestricted
         Subsidiary is redesignated as a Restricted Subsidiary, an amount equal
         to the lesser of (A) the book value of such Unrestricted Subsidiary,
         and (B) the Fair Market Value of such Unrestricted Subsidiary.

         (b) The foregoing provisions of this Section 4.7 shall not prohibit the
following Restricted Payments:



                                       32
<PAGE>   40

                  (i) the payment of any dividend or other distribution within
         60 days after the date of declaration thereof, if at said date of
         declaration such payment would have complied with the provisions of
         this Indenture;

                  (ii) the redemption, repurchase, retirement or other
         acquisition of any Equity Interests of the Company (other than
         Disqualified Stock) in exchange for, or out of the proceeds of, the
         substantially concurrent sale (other than to a Subsidiary of the
         Company) of other Equity Interests of the Company (other than
         Disqualified Stock); provided that the amount of any such net cash
         proceeds that are utilized for any such redemption, repurchase,
         retirement or other acquisition shall be excluded from clause (iii) of
         the preceding subsection 4.7(a) (both for purposes of determining the
         aggregate amount of Restricted Payments made and for purposes of
         determining the aggregate amount of Restricted Payments permitted);

                  (iii) the payment, purchase, redemption, defeasance or other
         acquisition or retirement for value of Subordinated Indebtedness with
         the net cash proceeds from a substantially concurrent Incurrence of
         Permitted Refinancing Indebtedness or the substantially concurrent sale
         (other than to a Subsidiary of the Company) of Equity Interests of the
         Company (other than Disqualified Stock); provided that the amount of
         any such net cash proceeds that are utilized for any such payment,
         purchase, redemption, defeasance or other acquisition or retirement
         shall be excluded from clause (iii) of the preceding subsection 4.7(a)
         (both for purposes of determining the aggregate amount of Restricted
         Payments made and for purposes of determining the aggregate amount of
         Restricted Payments permitted);

                  (iv) any Restricted Investment made with the net cash proceeds
         from a substantially concurrent sale (other than to a Subsidiary of the
         Company) of Equity Interests of the Company (other than Disqualified
         Stock); and

                  (v) so long as no Default or Event of Default is continuing,
         any Restricted Investment which, together with all other Restricted
         Investments outstanding made pursuant to this clause (v) does not
         exceed $3 million.

         Except to the extent specifically noted above, Restricted Payments made
pursuant to this Section 4.7(b) shall be included in calculating the amount of
Restricted Payments made after the Closing Date.

         (c) The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if (i) such designation would not
cause a Default or Event of Default, (ii) at the time of and after giving effect
to such designation, the Company could incur $1.00 of additional Indebtedness
pursuant to the Consolidated Interest Coverage Ratio test set forth in Section
4.9(a), and (iii) each of the other requirements of the definition of the term
"Unrestricted Subsidiary" are satisfied. For purposes of making such
determination, 


                                       33
<PAGE>   41

all outstanding Investments by the Company and its Restricted Subsidiaries
(except to the extent repaid in cash) in the Subsidiary so designated will be
deemed to be Restricted Payments at the time of such designation and will reduce
the amount available for Restricted Payments under the first paragraph of this
covenant. All such outstanding Investments will be deemed to constitute
Restricted Payments in an amount equal to the greater of (i) the net book value
of such Investments at the time of such designation and (ii) the Fair Market
Value of such Investments at the time of such designation. Such designation will
only be permitted if such Restricted Payment would be permitted at such time and
if such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. Upon being so designated as an Unrestricted Subsidiary, any
Subsidiary Guarantee that was previously executed by such Unrestricted
Subsidiary shall be deemed terminated.

         (d) The amount of all Restricted Payments not made in cash shall be the
Fair Market Value (which, if it exceeds $1 million, shall be determined by, and
set forth in, a resolution of the Board of Directors of the Company and
described in an Officers' Certificate delivered to the Trustee) on the date of
the Restricted Payment of the asset(s) proposed to be transferred by the Company
or any Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payments during such quarter were permitted and setting forth the
basis upon which the calculations required by this Section 4.7 were computed,
which calculations may be based upon the Company's latest available financial
statements.

SECTION 4.8. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
RESTRICTED SUBSIDIARIES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits or (b) pay any Indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries, (iii) transfer any of its properties to the
Company or any of its Restricted Subsidiaries, (iv) grant any Liens in favor of
the Holders of the Notes and the Trustee or (v) guarantee the Notes or any
renewals or refinancings thereof, except for such encumbrances or restrictions
existing under or by reason of (A) Existing Indebtedness, (B) the Bank Credit
Agreement, (C) applicable law, (D) any instrument governing Indebtedness or
Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was Incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties of any Person, other than the Person, or the property of the
Person, so acquired, provided that in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be Incurred, (E)
customary non-assignment provisions in leases, licenses, sales agreements or
other contracts 


                                       34
<PAGE>   42

(but excluding contracts related to the extension of credit) entered into in the
ordinary course of business and consistent with past practices, (F) restrictions
imposed pursuant to a binding agreement for the sale or disposition of all or
substantially all of the Equity Interests or assets of any Restricted
Subsidiary, provided such restrictions apply solely to the Equity Interests or
assets being sold, (G) restrictions imposed by Permitted Liens on the transfer
of the assets that are subject to such Liens, and (H) Permitted Refinancing
Indebtedness Incurred to refinance Existing Indebtedness or Indebtedness of the
type described in clause (D) above, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, as a whole, than those contained in the agreements governing the
Indebtedness being refinanced.

SECTION 4.9.    LIMITATION ON INDEBTEDNESS.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness), except for Permitted Indebtedness, unless (i) at the
time of such event and after giving effect thereto on a pro forma basis the
Company's Consolidated Interest Coverage Ratio for the four full fiscal quarters
immediately preceding such event, taken as one period, would have been at least
equal to (A) 2.0 to 1.0 for the first two years after the Closing Date and (B)
2.25 to 1.0 thereafter and (ii) no Default or Event of Default shall have
occurred and be continuing at the time such additional Indebtedness is Incurred
or would occur as a consequence of the Incurrence of such additional
Indebtedness.

         (b) "Permitted Indebtedness" means any and all of the following:

                  (i) Indebtedness of the Company and its Restricted
         Subsidiaries pursuant to the Bank Credit Agreement (including all
         Guarantees thereof) in an aggregate amount not to exceed the greater of
         (A) $20 million or (B) 85% of Eligible Receivables, less the aggregate
         amount of all payments thereon which are applied to permanently reduce
         the outstanding amount of or the commitments with respect to such
         Indebtedness;

                  (ii) Indebtedness represented by the Notes, this Indenture,
         the Subsidiary Guarantees and the Pledge Agreement;

                  (iii) intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries; provided that (A) if the
         Company is an obligor on such Indebtedness, such Indebtedness is
         expressly subordinate to the payment in full of all Obligations with
         respect to the Notes and (B) any subsequent issuance or transfer of
         Equity Interests that results in any such Indebtedness being held by a
         Person other than the Company or a Restricted Subsidiary of the
         Company, or any sale or other transfer of any such Indebtedness to a
         Person that is not either the Company or a Restricted Subsidiary of the
         Company, shall be 


                                       35
<PAGE>   43

         deemed to constitute a new Incurrence of such Indebtedness by the
         Company or such Restricted Subsidiary, as the case may be;

                  (iv) Permitted Refinancing Indebtedness Incurred in exchange
         for, or the net proceeds of which are used to extend, refinance, renew,
         replace, defease or refund, (A) Indebtedness (other than Permitted
         Indebtedness) that was Incurred in compliance with this Indenture, (B)
         Indebtedness referred to in clause (b) (ii) of this Section, or (C)
         Existing Indebtedness;

                  (v) Indebtedness of a Restricted Subsidiary of the Company
         constituting a Guarantee of Indebtedness of the Company or a Restricted
         Subsidiary which Indebtedness was Incurred pursuant to this Section
         4.9(b) or the Consolidated Interest Coverage Ratio test set forth in
         Section 4.9(a);

                  (vi) Hedging Obligations of the following types: (A) Interest
         Rate Hedges the notional principal amount of which does not exceed the
         principal amount of the Indebtedness to which such Interest Rate Hedge
         relates, and (B) Currency Hedges that do not increase the outstanding
         loss potential or liabilities other than as a result of fluctuations in
         foreign currency exchange rates;

                  (vii) Indebtedness (in addition to Indebtedness permitted by
         any other clause of this Section 4.9(b)) in an aggregate principal
         amount at any time outstanding not to exceed $5 million; and

                  (viii) Existing Indebtedness.

         (c) For purposes of determining compliance with this Section 4.9, (i)
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described herein, the Company, in its sole discretion,
will classify such item of Indebtedness and only be required to include the
amount and type of such Indebtedness in one of the above clauses and (ii) an
item of Indebtedness may be divided and classified in more than one of the types
of Indebtedness described herein.

SECTION 4.10.     LIMITATION ON ASSET SALES.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in an Asset Sale unless (i) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value (which, if it exceeds $1
million, shall be determined by, and set forth in, a resolution of the Board of
Directors of the Company and described in an Officers' Certificate of the
Company delivered to the Trustee) of the assets (including, if appropriate,
Equity Interests) disposed of or issued, as appropriate, and (ii) at least 75%
of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
Section (and not for purposes of any other provision of this 


                                       36
<PAGE>   44

Indenture), the term "cash" shall be deemed to include (i) any notes or other
obligations received by the Company or such Restricted Subsidiary as
consideration as part of such Asset Sale that are immediately converted by the
Company or such Restricted Subsidiary into actual cash (to the extent of the
actual cash so received), and (ii) any liabilities of the Company or such
Restricted Subsidiary (as shown on the most recent balance sheet of the Company
or such Restricted Subsidiary) that (A) are assumed by the transferee of the
assets which are the subject of such Asset Sale as consideration therefor in a
transaction the result of which is that the Company and all of its Subsidiaries
are released from all liability for such assumed liability, (B) are not by their
terms subordinated in right of payment to the Notes, (C) are not owed to the
Company or any Subsidiary of the Company, and (D) constitute short-term
liabilities (as determined in accordance with GAAP).

         (b) Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply, directly or indirectly, such Net Proceeds (a) to
permanently reduce Indebtedness under the Bank Credit Agreement (and to
correspondingly reduce commitments with respect thereto) or (b) to invest in
properties and assets that will be used in the Shipyard Business of the Company
and its Restricted Subsidiaries. Pending the final application of any such Net
Proceeds, the Company may temporarily invest such Net Proceeds in any manner
that is not prohibited by this Indenture (including, without limitation, to the
reduction of Indebtedness under the Bank Credit Agreement). Any Net Proceeds
from Asset Sales that are not applied or invested as provided in the first
sentence of this Section 4.10(b) will be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $5 million, the Company
will be required to make an offer to all Holders of Notes and, if the Company is
required to do so under the terms of any other senior Indebtedness, to the
holders of such other senior Indebtedness (an "Asset Sale Offer") to purchase
Notes and principal of such other senior Indebtedness, on a pro rata basis,
having an aggregate principal amount equal to the Excess Proceeds, at an offer
price in cash equal to, in the case of the Notes, 100% of the principal amount
thereof, plus accrued and unpaid interest thereon to the date of purchase, and,
in the case of all other senior Indebtedness, 100% of the principal amount
thereof, plus accrued and unpaid interest, or premium, if any, thereon to the
date of purchase, in accordance with the procedures set forth in this Indenture.
To the extent that the aggregate principal amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes and such other senior Indebtedness surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis with such other senior Indebtedness
based on the outstanding principal amounts thereof (with such adjustments as may
be deemed appropriate by the Company so that only Notes with denominations of
$1,000 or integral multiples thereof shall be purchased). Upon completion of
such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

         (c) The Company will not, and will not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Capital Stock of any  


                                       37
<PAGE>   45
Restricted Subsidiary of the Company to any Person (other than the Company or a
Wholly Owned Restricted Subsidiary of the Company), unless (i) such transfer,
conveyance, sale, lease or other disposition is of all of the Capital Stock of
such Restricted Subsidiary owned by the Company and its Restricted Subsidiaries
or is otherwise permitted under Section 4.13 and (ii) such transaction is
conducted in accordance with clauses (a) and (b) above.

         (d) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes using Excess Proceeds.

SECTION 4.11.     LIMITATION ON TRANSACTIONS WITH AFFILIATES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Company (other than the Company or a Restricted Subsidiary), in
one transaction or a series of transactions (each of the foregoing an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction with an unrelated
Person and (ii) the Company delivers to the Trustee (a) with respect to any
Affiliate Transaction or series of related Affiliate Transactions after the
Closing Date involving aggregate consideration in excess of $500,000, an
Officer's Certificate certifying that such Affiliate Transaction complies with
clause (i) above, (b) with respect to any Affiliate Transaction or series of
related Affiliate Transactions after the Closing Date involving an aggregate
consideration in excess of $2 million, a resolution described in an Officers'
Certificate, certifying that such Affiliate Transaction complies with clause (i)
above and such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company and (c) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
after the Closing Date involving aggregate consideration in excess of $5
million, an opinion as to the fairness to the Company of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of recognized national standing; provided that the
following types of transactions shall not constitute Affiliate Transactions: (1)
any transaction with an officer or director of the Company or any Restricted
Subsidiary in connection with such individual's compensation (including
directors' fees), employee benefits, severance arrangements or indemnification
(to the extent consistent with applicable law and the charter and bylaws of the
Company or such Restricted Subsidiary), in each case entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business, (2)
transactions between or among the Company and its Restricted Subsidiaries, (3)
Restricted Payments that are permitted by the provisions of Section 4.7; (4)
sales of Capital Stock of the Company made at prevailing market rates; and (5)
loans to officers, directors and employees of the Company and its Restricted
Subsidiaries made in the ordinary course of business in an aggregate amount not
to exceed $1 million at any one time outstanding.



                                       38
<PAGE>   46

SECTION 4.12.     LIMITATION ON LIENS.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, affirm, assume or suffer
to exist any Lien of any kind on any property now owned or hereafter acquired,
or any income or profits therefrom or assign or convey any right to receive
income therefrom, unless (i) in the case of Liens securing obligations
subordinate to the Notes, the Notes are secured by a valid, perfected Lien on
such property that is senior in priority to such Liens, (ii) in the case of
Liens securing obligations subordinate to a Subsidiary Guarantee, such
Subsidiary Guarantee is secured by a valid, perfected Lien on such property that
is senior in priority to such Liens, and (iii) in all other cases, the Notes
(and, if such Lien secures obligations of a Restricted Subsidiary, a Subsidiary
Guarantee of such Restricted Subsidiary) are equally and ratably secured;
provided, however, that the foregoing shall not prohibit or restrict Permitted
Liens.

SECTION 4.13. LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES.

         The Company will not, and will not permit any Restricted Subsidiary to
(i) sell, assign, transfer, convey or otherwise dispose of, any Equity Interests
of any Restricted Subsidiary, other than to the Company or a Wholly Owned
Restricted Subsidiary, (ii) permit any Restricted Subsidiary to issue any Equity
Interests (including, without limitation, pursuant to any merger, consolidation,
recapitalization or similar transaction) other than to the Company or a Wholly
Owned Restricted Subsidiary or (iii) permit any Person other than the Company or
a Wholly Owned Restricted Subsidiary to own any Equity Interests of any
Restricted Subsidiary, except for (A) a sale to a Person of all of the Equity
Interests of a Restricted Subsidiary, which sale was made by the Company or a
Restricted Subsidiary subject to, and in compliance with, Section 4.10, (B) the
issuance and subsequent ownership of directors' qualifying shares, and (C) the
Equity Interests of a Restricted Subsidiary owned by a Person at the time such
Restricted Subsidiary became a Restricted Subsidiary or acquired by such Person
in connection with the formation of the Restricted Subsidiary, provided that the
Equity Interests owned by such Person do not exceed 20% of the total Equity
Interests of such Restricted Subsidiary.

SECTION 4.14.     OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, the Company will be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes,
at an offer price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, to the date of repurchase
(the "Change of Control Payment").

         (b) Notice of a Change of Control Offer shall be mailed by the Company,
with a copy to the Trustee, or, at the Company's option, by the Trustee (at the
Company's expense) not more than 20 calendar days after the Change of Control to
each Holder of the Notes at such Holder's last registered address appearing in
the Register. In such notice, the Company shall 


                                       39
<PAGE>   47

describe the transaction that constitutes the Change of Control and offer to
repurchase Notes pursuant to the procedures required by this Section 4.14 and
described in such notice. The notice shall contain all instructions and
materials necessary to enable Holders to tender Notes pursuant to the Change of
Control Offer. In addition, the notice shall state: (1) that the Change of
Control Offer is being made pursuant to this Section 4.14 and that all Notes (or
portions thereof) properly tendered will be accepted for payment; (2) the Change
of Control Payment and the purchase date, which shall be no sooner than 30 nor
later than 60 days from the date on which the Company notifies the Holders of
the occurrence of the Change of Control (the "Change of Control Payment Date");
(3) that any Note (or portion thereof) not properly tendered will continue to
accrue interest; (4) that, unless the Company defaults in the payment of the
Change of Control Payment, all Notes (or portions thereof) accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; and (5) the procedures that Holders of Notes
must follow in order to tender their Notes (or portions thereof) for payment and
the procedures that Holders of Notes must follow in order to withdraw an
election to tender Notes (or portions thereof) for payment. The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.

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

         (d) The Company will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.14 applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

                                       40

<PAGE>   48

SECTION 4.15.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if (a) the Company could have (i) Incurred Indebtedness in an amount
equal to the Attributable Debt relating to such sale and leaseback transaction
pursuant to either (1) the Consolidated Interest Coverage Ratio test set forth
in Section 4.9(a) or (2) clause (vii) of Section 4.9(b) and (ii) incurred a Lien
to secure such Indebtedness pursuant to Section 4.12, and (b) the sale portion
of such sale and leaseback transaction complies with Section 4.10, and the net
proceeds from such sale are applied in accordance with Section 4.10.

SECTION 4.16.     COVENANT WITH RESPECT TO BUSINESS ACTIVITIES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than the Shipyard Business.

SECTION 4.17.     CORPORATE EXISTENCE

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

SECTION 4.18.     PLEDGE ACCOUNT

         The Company shall, on the date hereof, enter into the Pledge Agreement,
and pursuant thereto, shall purchase and pledge to the Trustee, for the benefit
of the Holders of the Notes, the Pledged Securities, in such amount as will be
sufficient upon receipt of scheduled interest and principal payments of such
securities, in the opinion of a nationally recognized firm of independent public
accountants selected by the Company (to be delivered promptly after the Closing
Date), to provide for payment in full when due of the first two scheduled
interest payments on the Notes. If for any reason the Pledged Securities,
together with the other funds in the Pledge Account, shall not, in the opinion
of such independent public accounting firm, be sufficient to provide for payment
of such first two interest payments, the Company shall immediately pledge to the
Trustee pursuant to the Pledge Agreement additional Pledged Securities or other
funds in such amounts as shall be sufficient, in the opinion of such 

                                       41

<PAGE>   49

independent public accounting firm, to provide for payment in full of such
interest payments, and shall promptly deliver an opinion from such accounting
firm with regard thereto.



                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.1.    MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving entity), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another Person, unless:

         (i) the Company is the surviving entity, or the Person formed by or
     surviving any such consolidation or merger (if other than the Company) or
     to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made is a corporation organized or existing
     under the laws of the United States, any state thereof or the District of
     Columbia;

         (ii) the Person formed by or surviving any such consolidation or
     merger (if other than the Company) or the Person to which such sale,
     assignment, transfer, lease, conveyance or other disposition shall have
     been made assumes all the obligations of the Company under the Notes and
     this Indenture pursuant to a supplemental indenture in a form reasonably
     satisfactory to the Trustee;

         (iii) immediately after giving effect to such transaction, no Default
     or Event of Default exists or would exist;

         (iv) except in the case of a merger of the Company with or into a
     Wholly Owned Restricted Subsidiary of the Company, the Company or the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, lease,
     conveyance or other disposition shall have been made (A) will (treating any
     Indebtedness not previously an obligation of the Company or any of its
     Restricted Subsidiaries as a result of such transaction as having been
     Incurred at the time of such transaction) have Consolidated Net Worth
     immediately after the transaction equal to or greater than the Consolidated
     Net Worth of the Company immediately preceding the transaction and (B)
     will, at the time of such transaction and after giving pro forma effect
     thereto as if such transaction had occurred at the beginning of the
     applicable fiscal quarter, be permitted to Incur at least $1.00 of
     additional Indebtedness pursuant to the Consolidated Interest Coverage
     Ratio test set forth in Section 4.9(a); and

                                       42

<PAGE>   50

         (v) the Company shall 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.

         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 of the properties or assets of one or more of the Restricted
Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

SECTION 5.2.  SUCCESSOR COMPANY SUBSTITUTED.

         Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such transfer is made, shall succeed to, and be substituted for, and
may exercise every right and power of the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein; and thereafter, if the Company is dissolved following a transfer of all
or substantially all of its assets in accordance with this Indenture, the
Company shall be discharged and released from all obligations and covenants
under this Indenture and the Notes. The Trustee shall enter into a supplemental
indenture to evidence the succession and substitution of such successor Person
and such discharge and release of the Company.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.1.    EVENTS OF DEFAULT.

         An "Event of Default" occurs if one of the following shall have
occurred (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a) the Company defaults in the payment of interest on the
         Notes when the same become due and payable, which default continues for
         a period of 30 calendar days (provided that such 30-day grace period
         shall be inapplicable for the first two Interest Payment Dates);

                                       43

<PAGE>   51

                  (b) the Company defaults in the payment of the principal of or
         premium, if any, on the Notes when the same become due and payable
         whether at maturity, by acceleration, upon redemption or repurchase, or
         otherwise;

                  (c) the Company or a Restricted Subsidiary fails to comply
         with any of its obligations under Articles 5, 10 or 11 or Sections
         4.10, 4.14 or 4.18;

                  (d) the Company or any Restricted Subsidiary of the Company
         fails to comply with any of its covenants or agreements in the Notes
         and this Indenture (other than those referred to in clauses (a), (b)
         and (c) above and (i) below) and such failure continues for 30 calendar
         days after receipt by the Company of a notice of default specifying
         such Default;

                  (e) a default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is Guaranteed by
         the Company or any of its Restricted Subsidiaries), whether such
         Indebtedness or Guarantee now exists or is created after the date of
         this Indenture, which default (i) is caused by a failure to pay
         principal of or premium, if any, or interest on such Indebtedness
         following the expiration of the grace period provided in such
         Indebtedness on the date of such default (a "Payment Default") or (ii)
         results in the acceleration of such Indebtedness (including any
         obligation to redeem or repurchase such Indebtedness) prior to its
         express maturity and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates $1 million or
         more;

                  (f) failure by the Company or any of its Restricted
         Subsidiaries to pay final non-appealable judgments rendered against the
         Company or any of its Restricted Subsidiaries aggregating in excess of
         $1 million, which judgments are not paid, discharge or stayed for a
         period of 60 calendar days after such judgments become final and
         non-appealable;

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

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against the
         Company or any Restricted Subsidiary of the Company in an involuntary
         case or proceeding, (ii) appoints a Custodian of the 


                                       44

<PAGE>   52

         Company or any Restricted Subsidiary of the Company or for all or
         substantially all of its respective properties, (iii) orders the
         liquidation of the Company or any Restricted Subsidiary of the Company,
         (iv) adjudicates the Company or any Restricted Subsidiary of the
         Company as bankrupt or insolvent, or (v) ratifies an accord or
         composition in bankruptcy between the Company or a Restricted
         Subsidiary and the respective creditors thereof; and in each case the
         order or decree remains unstayed and in effect for 60 calendar days;

                  (i) breach by the Company of any representation or warranty
         set forth in the Pledge Agreement, or default by the Company in the
         performance of any covenant set forth in the Pledge Agreement and the
         expiration of any cure period set forth therein, or repudiation by the
         Company of any of its obligations under the Pledge Agreement or the
         unenforceability of the Pledge Agreement against the Company for any
         reason (other than as permitted pursuant to the terms thereof), which
         in any one of the foregoing cases or in the aggregate results in a
         material impairment of the rights intended to be afforded thereby; or

                  (j) any Guarantee of the Notes shall be held in a judicial
         proceeding to be unenforceable or invalid or shall cease for any reason
         to be in full force and effect, or any Restricted Subsidiary, or any
         Person acting on behalf of any Restricted Subsidiary, shall deny or
         disaffirm its obligations under its Guarantee of any Notes.

         A Default under clause (d) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding notify the Company and the
Trustee, of the Default and the Company does not cure such Default within the
time period specified in clause (d) above after receipt of such notice. Such
notice must be in writing and specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default."

SECTION 6.2.    ACCELERATION.

         If any Event of Default (other than an Event of Default described in
clauses (g) and (h) of Section 6.1 hereof) occurs and is continuing, then the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes by written notice to the Company (and to the Trustee, if given
by the Holders) may declare the unpaid principal of, and any accrued interest
on, all the Notes to be due and payable immediately. If any Event of Default
specified in clauses (g) or (h) of Section 6.1 hereof occurs, all outstanding
principal and interest on the Notes shall be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding, by written notice to the Trustee and to the Company, may rescind an
acceleration (except an acceleration due to a default in payment of the
principal of, premium or interest on any of the Notes) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, premium or interest that have become due solely
because of the acceleration) have been cured or waived.

                                       45


<PAGE>   53

         In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company or a
Restricted Subsidiary with the intention of avoiding payment of the premium that
the Company would have had to pay if the Company then had elected to redeem the
Notes pursuant to Section 3.7(a), an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. If an Event of Default occurs prior to February 1, 2003 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company or a Restricted Subsidiary with the intention of avoiding the
prohibition on redemption of the Notes prior to such date, then the premium
specified in Section 3.7(b) shall also become immediately due and payable to the
extent permitted by law upon the acceleration of the Notes.

SECTION 6.3.    OTHER REMEDIES.

         Subject to Section 6.2, 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 any payment due 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 of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.4.    WAIVER OF PAST DEFAULTS.

         Subject to Section 9.2, Holders of a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of
the Holders of all of the Notes, waive an existing Default or Event of Default
and its consequences hereunder except a continuing Default or Event of Default
in the payment of the principal of, premium or interest on the Notes. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

SECTION 6.5.    CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding 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 or that the Trustee determines may be
unduly prejudicial to the rights of another Holder or that involves the Trustee
in personal liability. The Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.

                                       46

<PAGE>   54

SECTION 6.6.    Limitation on Suits.

         Subject to the provisions of Section 6.7 hereof, no Holder of a Note
may pursue any remedy with respect to this Indenture or the Notes (including
without limitation the institution of any proceeding, judicial or otherwise,
with respect to the Notes or this Indenture or for the appointment of a receiver
or trustee for the Company and/or any of its Subsidiaries) unless:

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

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

                  (c) such Holders have offered to provide to the Trustee
         indemnity reasonably satisfactory to the Trustee against any loss,
         liability or expense;

                  (d) the Trustee has not complied with the request within 60
         calendar days after receipt of the request and the offer of indemnity;
         and

                  (e) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the Notes then outstanding have not given
         the Trustee a direction which, in the opinion of the Trustee, is
         inconsistent with the request.

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

SECTION 6.7.    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.8.    COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.1(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for principal of, and premium,
if any, and interest on, the Notes and interest on overdue principal and, to the
extent lawful, interest, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                                       47

<PAGE>   55

SECTION 6.9.    TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.     PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

         First: to the Trustee for amounts due under Section 7.7 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;

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

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10. At least 15 calendar days before
such record date, the 

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<PAGE>   56

Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and the amount to be paid.

SECTION 6.11.      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, each party to this Indenture agrees, and each Holder by its
acceptance of its Notes shall be deemed to have agreed, that any 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, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.7
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.


                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.1.    DUTIES OF TRUSTEE.

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

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

            (i) the Trustee shall not be liable hereunder except for such duties
of the Trustee which shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may 
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not
such documents conform to the requirements of this Indenture.

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


                                       49

<PAGE>   57

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

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

            (iii) the Trustee shall not be liable with respect to any action it 
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.5 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Inden ture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.1.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability whatsoever in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers
hereunder. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture at the request of any Holders, unless
such Holder shall have offered to the Trustee security and indemnity
satisfactory to it in its sole subjective discretion (which discretion shall be
exercised in good faith) against any loss, liability or expense.

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

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provision of this Section 7.1 and to the provisions of the TIA.

SECTION 7.2.    RIGHTS OF TRUSTEE.

         (a) Subject to Section 7.1, the Trustee may conclusively rely upon any
document believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated in
the document.

         (b) Before the Trustee acts or refrains from acting, it may consult
with counsel and require an Officers' Certificate or an Opinion of Counsel or
both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers' Certificate or Opinion of Counsel.

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

                                       50

<PAGE>   58

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

         (e) The permissive right of the Trustee to act hereunder shall not be
construed as a duty.

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

         (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 unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee in its sole subjective
discretion (which discretion shall be exercised in good faith) against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.

         (h) The Trustee shall not be required to take notice or deemed to have
notice of any Event of Default hereunder, except failure by the Company to make
any of the payments to the Trustee pursuant to Section 6.1(a) or Section 6.1(b)
hereof, unless the Trustee shall be specifically notified in writing of such
Event of Default by the Company or by one or more of the Holders.

SECTION 7.3.    INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as such term is defined in TIA Section 310(b)), it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
(to the extent permitted under TIA Section 310(b)) or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof.

SECTION 7.4.    TRUSTEE'S DISCLAIMER.

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

                                       51


<PAGE>   59

SECTION 7.5.    NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after such event
occurs. Except in the case of a Default or Event of Default under Section 6.1(a)
or (b), the Trustee may withhold such notice if it determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.6.    REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange, if any, on which the Notes are listed in accordance with and to the
extent required by TIA Section 313(d). The Company shall promptly notify the
Trustee if the Notes become listed on any stock exchange or automatic quotation
system.

SECTION 7.7.    COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation as shall be agreed upon between the Company and the Trustee for its
acceptance of this Indenture and services hereunder, including extraordinary
services such as default administration. 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 promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.7) and defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall promptly notify the Company of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have 


                                       52

<PAGE>   60

separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel; provided that the Company will not be required to pay such fees
and expenses if it assumes the Trustee's defense with counsel acceptable to and
approved by the Trustee (such approval not to be unreasonably withheld) and
there is no conflict of interest between the Company and the Trustee in
connection with such defense. 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 the Trustee for any expense or indemnity against
any liability or loss of the Trustee to the extent such expense, liability or
loss is attributable to the negligence, bad faith or willful misconduct of the
Trustee.

         The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

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

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

SECTION 7.8.    REPLACEMENT OF TRUSTEE.

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

         The Trustee may resign in writing upon 60 days notice and be discharged
from the trust hereby created by so notifying the Company in writing. The
Holders of Notes of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing
and may appoint a successor trustee with the consent of the Company. The Company
may remove the Trustee if:

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

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

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


                                       53

<PAGE>   61

                  (d) the Trustee becomes incapable of acting.

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.9.    SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.


                                       54

<PAGE>   62
         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                    ARTICLE 8

                            DEFEASANCE AND DISCHARGE

SECTION 8.1.    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.2.    LEGAL DEFEASANCE.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Restricted Subsidiaries under the Subsidiary Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.6 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged pursuant to this Indenture: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.4 hereof, and as more fully set forth in such Section,
payments in respect of the principal of and premium, if any, and interest on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Sections 2.3, 2.4, 2.6, 2.7, 2.10 and 4.2 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith and (d) Sections 3.1
through 3.7 hereof and this Article 8. Subject to compliance with this Article
8, the Company may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 hereof.


                                       55

<PAGE>   63

SECTION 8.3.    COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, and subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, the Company and the Subsidiary
Guarantors shall be released from their obligations under the covenants
contained in Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13,
4.14, 4.15, 4.16, 4.17, 4.18, 5.1 and 5.2 and Articles 10 and 11 with respect to
the outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 hereof, but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3 hereof, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, Sections 6.1(e), 6.1(f), 6.1(i) and
6.1(j) hereof shall not constitute Events of Default.

SECTION 8.4.    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of either Section
8.2 or Section 8.3 to the outstanding Notes:

         (a) The Company must irrevocably deposit, or caused to be deposited,
with the Trustee (or another trustee satisfying the requirements of this
Indenture), in trust for such purpose, specifically pledged as security for the
benefit of the Holders of the Notes, (1) cash in U.S. dollars in an amount, (2)
non-callable Government Securities which through the payment of principal and
interest in accordance with their terms will provide money in an amount, or (3)
a combination thereof, in such amounts, as will be sufficient, without
reinvestment (and without other assets, including without limitation, the
Pledged Securities and other assets held pursuant to the Pledge Agreement), in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
the principal of and premium, if any, and interest on the outstanding Notes on
the stated maturity or on the applicable redemption date, as the case may be,
together with all other amounts payable by the Company under this Indenture.

         (b) In the case of an election under Section 8.2, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the 

                                       56

<PAGE>   64

Trustee confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred.

         (c) In the case of an election under Section 8.3, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred.

         (d) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or insofar as Sections 6.1(g) and (h) are
concerned, at any time in the period ending on the 91st day after the date of
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

         (e) Such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound.

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

         (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section 8.2
or the Covenant Defeasance under Section 8.3, as the case may be, have been
complied with as contemplated by this Section 8.4.

SECTION 8.5.      DISCHARGE.

         This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Notes) as to all outstanding Notes ("Discharge") when (i) either (a) all such
Notes theretofore authenticated and delivered (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust with the Trustee and thereafter repaid to
the Company or discharged from such trust) have been delivered to the Trustee
for cancellation; or (b) all such Notes not theretofore delivered to the Trustee
for cancellation have become due and 


                                       57

<PAGE>   65

payable, will become due and payable by their terms within one year, or are to
be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and in each case the Company has
irrevocably deposited or caused to be deposited with the Trustee, as trust funds
solely for the benefit of the Holders for that purpose, funds in an amount of
money in U.S. dollars sufficient to pay and discharge the entire indebtedness on
the Notes not theretofore delivered to the Trustee for cancellation, for the
principal amount, premium, if any, and accrued and unpaid interest to the date
of such deposit together with irrevocable instructions from the Company
directing the Trustee to apply such funds to the payment thereof; (ii) the
Company has paid all other sums payable by it under this Indenture; and (iii)
the Company has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity, as the case may be.
In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture to
satisfaction and discharge have been complied with.

SECTION 8.6. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; 
OTHER MISCELLANEOUS PROVISIONS.

         Subject to Section 8.7 hereof, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.6, the "Trustee") pursuant
to Section 8.4 or 8.5 hereof in respect of the outstanding Notes shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company or any of its Subsidiaries or Affiliates acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to this Section 8.6 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 the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or Government Securities held by it as provided in this
Section 8.6 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4 hereof), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance, Covenant Defeasance or Discharge.


                                       58

<PAGE>   66

SECTION 8.7.    REPAYMENT TO COMPANY.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company or any of its Subsidiaries or Affiliates, in trust for the
payment of the principal of, premium, if any, or interest on any Note and
remaining unclaimed for one year after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company or any of its Subsidiaries or Affiliates) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company or any of its Subsidiaries or Affiliates
as trustee thereof, shall thereupon cease.

SECTION 8.8.    REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any U.S. dollars or
Government Securities in accordance with Section 8.2, 8.3 or 8.5 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.2, 8.3 or
8.5 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such assets in accordance with Section 8.2, 8.3 or 8.5 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal
of, premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1.    WITHOUT CONSENT OF HOLDERS OF NOTES.

         Notwithstanding Section 9.2 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Notes or the Pledge Agreement without the consent of any Holder:

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

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

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


                                       59


<PAGE>   67

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

         (e) to add a Subsidiary Guarantor pursuant to the provisions set forth
in this Indenture; or

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

         Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.2 hereof,
the Trustee shall join with the Company and the Subsidiary Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained. After an amendment or supplement
under this Section 9.1 becomes effective, the Company shall mail to the Holders
of Notes a notice briefly describing the amendment or supplement. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture.

SECTION 9.2.    WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided below in this Section 9.2, this Indenture, the Notes
or the Pledge Agreement may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.4
and 6.7, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of principal of, premium, if any, or interest on, the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes).

         Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.2 hereof, the Trustee shall join with the
Company and the Subsidiary Guarantors in the execution of such amended or
supplemental Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental 

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<PAGE>   68

Indenture that adversely affects its own rights, duties, liabilities or
immunities under this Indenture or otherwise.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.2 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders of Notes a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture or waiver.
Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal
amount of the Notes then outstanding may waive compliance in a particular
instance by the Company with any provision of this Indenture, the Notes or the
Pledge Agreement. However, without the consent of each Holder affected, an
amendment or waiver may not (with respect to any Notes held by a non-consenting
Holder):

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

         (b) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than the
provisions relating to Section 4.14);

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

         (d) waive a Default or Event of Default in the payment of principal of,
premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount
of the Notes and a waiver of the payment default that resulted from such
acceleration);

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

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

         (g) waive a redemption payment with respect to any Note (other than a
payment required by Section 4.14);

         (h) release any Collateral from the Lien created by the Pledge
Agreement, except in accordance with the terms thereof, or amend the terms
thereof relating to the release of Collateral;

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<PAGE>   69

         (i) release any Subsidiary Guarantor from its Subsidiary Guarantee
except as permitted hereunder;

         (j) make any change in the provisions of this Indenture requiring any
Guarantee hereof or in the provisions of any such Guarantees; or

         (k) make any change in the foregoing amendment and waiver provisions.

SECTION 9.3.    COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.4.    REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment has
been approved by the requisite Holders. An amendment, supplement or waiver
becomes effective when approved by the requisite Holders and executed by the
Trustee (or, if otherwise provided in such waiver, supplement or amendment, in
accordance with its terms) and thereafter binds every Holder.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any 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
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to consent to such amendment or waiver or revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date except to the extent that the requisite number of consents to
the amendment, supplement or waiver have been obtained within such 90-day period
or as set forth in the next paragraph of this Section 9.4.

         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 (k) of Section 9.2, in which case, the amendment, supplement or waiver
shall bind only 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
indebtedness as the consenting Holder's Note.


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<PAGE>   70

SECTION 9.5.    NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.6.    TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In
executing any amended or supplemental indenture, the Trustee shall be entitled
to receive and (subject to Section 7.1) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

SECTION 9.7.    PAYMENTS FOR CONSENT.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or amendment of any
terms or provisions of this Indenture, the Notes, the Pledge Agreement or the
Subsidiary Guarantees unless such consideration is offered to be paid or is paid
to all Holders of the Notes that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.


                                   ARTICLE 10

                              SUBSIDIARY GUARANTEES

SECTION 10.1.     GUARANTEES.

         Each Subsidiary Guarantor hereby, jointly and severally,
unconditionally and irrevocably guarantees, to each Holder and to the Trustee
and its successors and assigns the due and punctual payment of principal of,
premium, if any, and interest on the Notes and all other amounts due and payable
under this Indenture and the Notes by the Company whether at maturity, by
acceleration, redemption, repurchase or otherwise, including, without
limitation, interest on the overdue principal of, premium, if any, and interest
on the Notes, to the extent lawful, all in accordance with the terms hereof and
thereof.


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<PAGE>   71

         Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the obligations contained in the Notes
and this Indenture and also waives notice of protest for nonpayment, notice of
intent to accelerate and notice of acceleration. Each Subsidiary Guarantor
waives notice of any default under the Notes or the obligations guaranteed
hereby. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (a) the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or any other Person
under this Indenture, the Notes or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the Notes
or any other agreement; (d) the release of any security held by any Holder or
the Trustee for the obligations guaranteed hereby or any of them; (e) the
failure of any Holder or the Trustee to exercise any right or remedy against any
other guarantor of the obligations guaranteed hereby; or (f) any change in the
ownership of such Subsidiary Guarantor.

         Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the obligations guaranteed hereby.

         Except as expressly set forth in Sections 8.2, 8.3, 10.3 and 10.7, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
obligations guaranteed hereby or otherwise. Without limiting the generality of
the foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations guaranteed hereby, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

         Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of, premium, if any, or
interest on any obligation guaranteed hereby is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Company or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of, premium, if any, or interest on any obligation guaranteed
hereby when and as the same shall become due, whether at maturity, by


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acceleration, by redemption or otherwise, or to perform or comply with any other
obligation guaranteed hereby, each Subsidiary Guarantor hereby promises to and
will, upon receipt of written demand by the Trustee, forthwith pay, or cause to
be paid, in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid amount of such obligations, (ii) accrued and unpaid interest on
such obligations (but only to the extent not prohibited by law) and (iii) all
other monetary obligations of the Company to the Holders and the Trustee.

         Each Subsidiary Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any obligations guaranteed hereby until
payment in full of all such obligations. Each Subsidiary Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of such Subsidiary
Guarantor's Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6, such obligations (whether or not due
and payable) shall forthwith become due and payable by such Subsidiary Guarantor
for the purposes of this Section.

         Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.

SECTION 10.2.     SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         (a) Subject to paragraph (b) of this Section 10.2, no Restricted
Subsidiary may consolidate or merge with or into (whether or not such Restricted
Subsidiary is the surviving Person), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions, to another Person unless (i) the Person formed by
or surviving any such consolidation or merger (if other than such Restricted
Subsidiary) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
of such Restricted Subsidiary under the Subsidiary Guarantee, pursuant to a
supplemental indenture in form satisfactory to the Trustee; (ii) immediately
after such transaction, no Default or Event of Default exists; (iii) the Company
and its Restricted Subsidiaries would, at the time of such transaction and after
giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable fiscal quarter, be permitted to Incur at least $1.00
of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio
test set forth in Section 4.9(a); (iv) the Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer complies with the provisions of this
Indenture; and (v) such Restricted Subsidiary (if such Restricted Subsidiary is
the surviving Person) shall have delivered a written instrument in form
satisfactory to the Trustee confirming its Subsidiary Guarantee after giving
effect to such consolidation, merger or transfer. Notwithstanding the foregoing,
any Restricted Subsidiary may merge into, consolidate with or transfer all or
part of its properties or assets to the Company or one or more Restricted
Subsidiaries.


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<PAGE>   73

         (b) In the event of a sale, assignment, transfer, lease, conveyance or
other disposition of all of the Equity Interests in, or all or substantially all
of the assets of, a Restricted Subsidiary to any Person that is not the Company
or any of its Restricted Subsidiaries, whether by way of merger, consolidation
or otherwise, if (i) the Net Proceeds of such sale or other disposition are
applied in accordance with the provisions of Section 4.10, (ii) no Default or
Event of Default exists or would exist under this Indenture after giving effect
to such transaction, (iii) all obligations of such Restricted Subsidiary under
any other Indebtedness of the Company or any of its Restricted Subsidiaries
shall have been terminated (including, without limitation, all Guarantees of any
such Indebtedness), (iv) all Liens on assets of such Restricted Subsidiary that
secure any other Indebtedness of the Company or any of its Restricted
Subsidiaries shall have been terminated, and (v) all obligations of the Company
and its Restricted Subsidiaries under other Indebtedness of such Restricted
Subsidiary shall have been terminated (including, without limitation, all
Guarantees of such Indebtedness), then (A) in the case of such a sale or other
disposition, whether by way of merger, consolidation or otherwise, of all of the
Equity Interests in such former Restricted Subsidiary, such former Restricted
Subsidiary will be released and relieved of any obligations under its Subsidiary
Guarantee, or (B) in the case of a sale or other disposition of all or
substantially all of the assets of such Restricted Subsidiary, the Person
acquiring such assets will not be required to assume the obligations of such
Restricted Subsidiary under its Subsidiary Guarantee.

SECTION 10.3.     LIMITATION ON LIABILITY.

         Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the obligations guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to such
Subsidiary Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally. To effectuate the foregoing intention, the obligations of
each Subsidiary Guarantor shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from, rights to receive
contributions from, or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to its contribution obligations hereunder,
result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
any Applicable Law. Each Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guarantee shall be entitled to a contribution
from each other Subsidiary Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Subsidiary Guarantees.


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SECTION 10.4.     SUCCESSORS AND ASSIGNS.

         This Article 10 shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

SECTION 10.5.     NO WAIVER.

         Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article 10 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise.

SECTION 10.6.     MODIFICATION.

         No modification, amendment or waiver of any provision of this Article
10, nor the consent to any departure by any Subsidiary Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on
any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.

SECTION 10.7.     RELEASE OF SUBSIDIARY GUARANTOR.

         Upon the sale or disposition of a Subsidiary Guarantor (or
substantially all of its assets) or the designation of a Subsidiary Guarantor as
an Unrestricted Subsidiary pursuant to and in compliance with the terms of this
Indenture, including, but not limited to the provisions of Section 10.2, such
Subsidiary shall be released from and relieved of its obligations under its
Subsidiary Guarantee upon execution and delivery of a supplemental indenture
satisfactory to the Trustee. Such supplemental indenture shall be accompanied by
an Officers' Certificate and an Opinion of Counsel, each stating that such
supplemental indenture and release of the Subsidiary Guarantee complies with the
provisions of this Indenture and that all conditions precedent to such
supplemental indenture and release of the Subsidiary Guarantee have been
complied with.

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<PAGE>   75

SECTION 10.8.     EXECUTION OF SUPPLEMENTAL INDENTURE BY FUTURE RESTRICTED 
SUBSIDIARIES.

         The Company shall cause any Person that becomes a Restricted Subsidiary
after the Closing Date (including any Subsidiary that was previously an
Unrestricted Subsidiary and which becomes a Restricted Subsidiary) to promptly
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Restricted Subsidiary shall become a Subsidiary Guarantor under this
Article 10 and shall guarantee the Notes pursuant to the terms hereof.
Concurrently with the execution and delivery of such supplemental indenture, the
Company shall deliver to the Trustee an Opinion of Counsel to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Restricted Subsidiary and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors' rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guarantee of such
Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its
terms.


                                   ARTICLE 11

                             COLLATERAL AND SECURITY

SECTION 11.1.         PLEDGE AGREEMENT.

         (a) The due and punctual payment of the principal of, premium, and
interest on the Notes when and as the same shall be due and payable on each
Interest Payment Date, at maturity or by acceleration, and interest on the
overdue principal of and interest (to the extent permitted by law), if any, on
the Notes and payment and performance of all other obligations of the Company to
the Holders of the Notes or the Trustee under this Indenture and the Pledge
Agreement with respect to the Notes, according to the terms hereunder or
thereunder, shall be secured as provided in the Pledge Agreement which the
Company and the Trustee have entered into simultaneously with the execution of
this Indenture. Upon the acceleration of the maturity of the Notes prior to the
termination of the Pledge Agreement, the Pledge Agreement will provide for the
foreclosure by the Trustee of the net proceeds of the Pledge Account. Each
Holder of the Notes, by its acceptance thereof, consents and agrees to the terms
of the Pledge Agreement (including, without limitation, the provisions providing
for foreclosure and disbursement of Collateral) as the same may be in effect or
may be amended from time to time in accordance with its terms and authorizes and
directs the Trustee to enter into the Pledge Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company shall deliver to the Trustee copies of the Pledge Agreement, and shall
do or cause to be done all such acts and things as may be necessary or proper,
or as may be required by the provisions of the Pledge Agreement, to assure and
confirm to the Trustee the security interest in the Collateral contemplated by
the Pledge Agreement or any part thereof, as from time to time constituted, so
as to render the same available for the security and benefit of 


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<PAGE>   76

this Indenture with respect to, and of, the Notes, according to the intent and
purposes expressed in the Pledge Agreement. Prior to the termination of the
Pledge Agreement pursuant to its terms, the Company shall take any and all
actions reasonably required to cause the Pledge Agreement to create and maintain
(to the extent possible under applicable law), as security for the obligations
of the Company hereunder, a valid and enforceable perfected first priority Lien
in and on all the Collateral, in favor of the Trustee for the benefit of the
Trustee and the Holders of the Notes, superior to and prior to the rights of all
third Persons and subject to no other Liens. The Trustee shall have no
responsibility for perfecting or maintaining the perfection of the Trustee's
security interest in the Collateral or for filing any instrument, document or
notice in any public office at any time or times.

         (b) The Pledge Agreement shall further provide that in the event a
portion of the Notes has been retired by the Company, if no Default or Event of
Default is then continuing, depending upon the amount available in the Pledge
Account, funds representing the interest payments which have not previously been
made on such retired Notes shall, upon the written request of the Company to the
Trustee, be paid to the Company upon compliance with the release of collateral
provisions of the TIA and upon receipt of a notice relating thereto from the
Trustee.

SECTION 11.2.     RECORDING AND OPINIONS.

         (a) The Company shall furnish to the Trustee simultaneously with the
execution and delivery of this Indenture an Opinion of Counsel either (i)
stating that in the opinion of such counsel all action has been taken with
respect to the recording, registering and filing of this Indenture, financing
statements or other instruments necessary to make effective the Lien intended to
be created by the Pledge Agreement and reciting with respect to the security
interests in the Collateral the details of such action, or (ii) stating that in
the opinion of such counsel no such action is necessary to make such Lien
effective.

         (b) The Company shall furnish to the Trustee on February 1, 1999, and
on each February 1 thereafter until the date upon which the balance of Available
Funds (as defined in the Pledge Agreement) shall have been reduced to zero, an
Opinion of Counsel, dated as of such date, satisfying the requirements of TIA
ss.314(b) and either (i) stating that (A) in the opinion of such counsel, all
action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and refiling of all supplemental indentures,
financing statements, continuation statements, and other instruments of further
assurance as is necessary to maintain the Lien of the Pledge Agreement and
reciting with respect to the security interests in the Collateral the details of
such action or referring to prior Opinions of Counsel in which such details are
given and (B) based on relevant laws as in effect on the date of such Opinion of
Counsel, all financing statements and continuation statements have been executed
and filed that are necessary as of such date and during the succeeding 12 months
fully to preserve and protect, to the extent such protection and preservation
are possible by filing, the rights of the Holders of Notes and the Trustee
hereunder and under the Pledge Agreement with respect to the 


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<PAGE>   77

security interests in the Collateral or (ii) stating that, in the opinion of
such counsel, no such action is necessary to maintain such Lien.

SECTION 11.3.     RELEASE OF COLLATERAL.

         (a) Subject to subsections (b), (c) and (d) of this Section 11.3,
Collateral may be released from the Lien created by the Pledge Agreement only in
accordance with the provisions of the Pledge Agreement.

         (b) Except to the extent that any Lien on proceeds of Collateral is
automatically released by operation of Section 9-306 of the Uniform Commercial
Code or other similar law, no Collateral shall be released from the Lien created
by the Pledge Agreement pursuant to the provisions of the Pledge Agreement,
other than to the Holders pursuant to the terms thereof, unless there shall have
been delivered to the Trustee the certificates, if any, required by Section
11.3(d) and Section 11.4.

         (c) At any time when an Event of Default shall have occurred and be
continuing and the maturity of the Notes shall have been accelerated (whether by
declaration or otherwise), no Collateral shall be released pursuant to the
provisions of the Pledge Agreement, and no release of Collateral in
contravention of this Section 11.3(c) shall be effective as against the Holders
of the Notes, except for the disbursement of all Available Funds (as defined in
the Pledge Agreement) to the Trustee pursuant to Section 6(b)(iii) of the Pledge
Agreement.

         (d) On or before each of the first two Interest Payment Dates, if the
conditions set forth in Sections 3.2(a) and 3.2(c) of the Pledge Agreement have
been satisfied, then the Pledge Agent under the Pledge Agreement may release
Collateral from the Liens created by this Indenture and the Pledge Agreement
and apply such funds as required by Section 4.1 of this Indenture. Any such
release of Collateral shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof. To the extent applicable,
the Company shall cause TIA Section 314(d) relating to the release of property
or securities from the Lien and security interest of the Pledge Agreement to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the Company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care.

SECTION 11.4.     CERTIFICATE OF THE COMPANY.

         The Company shall furnish to the Trustee, prior to any proposed release
of Collateral other than pursuant to the express terms of the Pledge Agreement,
(i) all documents required by TIA Section 314 and (ii) an Opinion of Counsel to
the effect that such accompanying documents constitute all documents required
by TIA ss.314 and that such release is permitted by the terms of this Indenture
and the Pledge Agreement.


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SECTION 11.5.     AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
PLEDGE AGREEMENT.

         Subject to the provisions of Section 7.1 and Section 7.2, the Trustee
may, without the consent of the Holders of the Notes, on behalf of the Holders
of the Notes, take all actions it deems necessary or appropriate in order to (a)
enforce any of the terms of the Pledge Agreement and (b) collect and receive any
and all amounts payable in respect of the obligations of the Company hereunder
and thereunder. The Trustee shall have power to institute and maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Pledge
Agreement or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders of the Notes in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance with
any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interests of the Holders of the Notes or of the Trustee).

SECTION 11.6.     AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE 
PLEDGE AGREEMENT.

         The Trustee is authorized to receive any funds for the benefit of the
Holders of the Notes disbursed under the Pledge Agreement, and to make further
distributions of such funds to the Holders of the Notes according to the
provisions of this Indenture.

SECTION 11.7.     TERMINATION  OF SECURITY INTEREST.

         Upon the earliest to occur of (i) the date upon which the balance of
Available Funds (as defined in the Pledge Agreement) shall have been reduced to
zero, (ii) if no Default or Event of Default exists, the date upon which the
Company shall have paid in full in accordance with the terms of this Indenture
the first two scheduled interest payments due on the Notes, (iii) the payment in
full of all obligations of the Company under this Indenture and the Notes, (iv)
Legal Defeasance under Article 8, (v) Covenant Defeasance under Article 8, and
(vi) the termination of the Pledge Agreement pursuant to the terms thereof, the
Trustee shall at the written request of the Company, release the Liens pursuant
to this Indenture and the Pledge Agreement upon the Company's compliance with
the provisions of the TIA pertaining to release of collateral.

                                       71

<PAGE>   79

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.1.     TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.2.     NOTICES.

         Any notice or communication by the Company, any Subsidiary Guarantor or
the Trustee to the other shall be sufficiently given if in writing and delivered
in person or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, addressed as follows:

                  If to the Company or any Subsidiary Guarantor:

                           First Wave Marine, Inc.
                           4000 S. Sherwood Forest Blvd.
                           Suite 603
                           Baton Route, Louisiana 70816
                           Telephone:  (504) 292-8800
                           Telecopy:    (504) 292-8801
                           Attention:    Chief Financial Officer

                  If to the Trustee:

                           Bank One, N.A.
                           100 East Broad Street
                           Columbus, Ohio 43271-0181
                           Telephone:   (614) 248-6229
                           Telecopy:     (614) 248-5195
                           Attention:    Corporate Trust Department

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery, in each case to the address shown above.

                                       72

<PAGE>   80

Notwithstanding the foregoing, notices to the Trustee shall only be effective
upon actual receipt thereof by the Trustee at the Corporate Trust Office of the
Trustee.

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

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

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

SECTION 12.3.     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.4.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.5 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.5 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

SECTION 12.5.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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


                                       73

<PAGE>   81

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

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

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

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

SECTION 12.6.     RULES BY TRUSTEE AND AGENTS.

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

SECTION 12.7.     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND 
OTHERS.

         No past, present or future director, officer, employee, incorporator,
partner or stockholder of either of the Company or any of its Subsidiaries, as
such, shall have any liability for any obligations of the Company or its
Subsidiaries under the Notes, the Subsidiary Guarantees or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
the Notes and the Subsidiary Guarantees.

SECTION 12.8.     GOVERNING LAW.

         THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK. THE
COMPANY HEREBY SUBMITS TO THE PERSONAL JURISDICTION OF ANY COMPETENT COURT OF
THE STATE OF NEW YORK, OR A UNITED STATES FEDERAL COURT SITTING IN NEW YORK
CITY.

SECTION 12.9.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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


                                       74

<PAGE>   82

SECTION 12.10.        SUCCESSORS.

         This Indenture shall inure to the benefit of and be binding upon the
parties hereto and each of their respective successors and assigns, except that
the Company may not assign this Indenture or its obligations hereunder except as
expressly permitted by Sections 5.1 and 5.2. Without limiting the generality of
the foregoing, this Indenture shall inure to the benefit of all Holders from
time to time. Nothing expressed or mentioned in this Indenture is intended or
shall be construed to give any Person, other than the parties hereto, their
respective successors and assigns, and the Holders, any legal or equitable
right, remedy or claim under or in respect of this Indenture or any provision
herein contained.

SECTION 12.11.        SEVERABILITY.

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

SECTION 12.12.        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 12.13.        TABLE OF CONTENTS, HEADINGS, ETC.

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

SECTION 12.14.        COUNTERPARTS

         This Indenture may be signed in counterparts and by the different
parties hereto in separate counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same instrument.


                                       75

<PAGE>   83

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

                             THE COMPANY:

                             FIRST WAVE MARINE, INC.


                             By: /s/ DAVID B. AMMONS
                                ---------------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary


                             INITIAL SUBSIDIARY GUARANTORS:

                             NEWPARK SHIPBUILDING AND REPAIR, INC.


                             By: /s/ DAVID B. AMMONS
                                ---------------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary


                             EAE SERVICES, INC.


                             By: /s/ DAVID B. AMMONS
                                ---------------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary


                             EAE INDUSTRIES, INC.


                             By: /s/ DAVID B. AMMONS
                                ---------------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary



                                       76

<PAGE>   84




                             NEWPARK MARINE FABRICATORS, INC.


                             By: /s/ DAVID B. AMMONS
                                 ---------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary


                             LOUISIANA SHIP, INC.


                             By: /s/ DAVID B. AMMONS
                                 ---------------------------------
                                 David B. Ammons
                                 Executive Vice President, Chief
                                 Financial Officer and Secretary


                             TRUSTEE:

                             BANK ONE, N.A., as Trustee


                             By: /s/ JON A BEACHAM  
                                 ---------------------------------
                             Name: Jon A. Beacham
                                  --------------------------------
                             Title: Authorized Signer
                                   -------------------------------


                                       77

<PAGE>   85

                                    EXHIBIT A
                             (Form of Face of Note)

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), New York, New
York, to the Company or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as may be requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or such other entity as may be requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.[1]



--------
[1] This paragraph should be included only if the Note is issued in global form.


                                       A-1

<PAGE>   86




                             FIRST WAVE MARINE, INC.

                            11% Senior Notes due 2008

         No.                                                        $__________
                                                               CUSIP #33748XAA3

         First Wave Marine, Inc., a Delaware corporation (the "Company"),
promises to pay to _________________ or its registered assigns, the principal
sum indicated on Schedule A hereof on February 1, 2008.

         Interest Payment Dates: February 1 and August 1, commencing on 
         August 1, 1998.

         Record Dates:  January 15 and July 15.

                            Dated: ___________, _____

                            FIRST WAVE MARINE, INC.


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

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

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


BANK ONE, N.A., as Trustee

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

Dated:
      --------------------------


                                       A-2

<PAGE>   87




                         (Form of Reverse Side of Note)

                            11% Senior Notes due 2008


         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. The Notes will be limited in aggregate principal amount to
$90 million (except as otherwise provided in Section 2.7 of the Indenture
referred to below) and will mature on February 1, 2008. The Company promises to
pay interest on the principal amount of this Note from the Closing Date until
maturity. The Company will pay interest semi-annually on February 1 and August 1
of each year, commencing August 1, 1998, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "Interest Payment Date") to
Holders of record on the immediately preceding January 15 and July 15, as
appropriate (each, a "Record Date"). Interest on the Notes will accrue at the
rate of 11% per annum from the most recent date to which interest has been paid
or, if no interest has been paid, from the Closing Date. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law to the extent that such interest is an allowed claim enforceable
against the debtor under such Bankruptcy Law) on overdue principal and premium,
if any, from time to time on demand at the rate equal to 1% per annum in excess
of the rate then in effect; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Company shall pay the principal of, and
premium, and interest on, the Notes on the dates and in the manner provided
herein and in the Indenture. Principal of, and premium, and interest on,
Certificated Notes will be payable, and Certificated Notes may be presented for
registration of transfer or exchange, at the office or agency of the Company
maintained for such purpose. Principal of, and premium, and interest on, Global
Notes will be payable by the Company through the Trustee to the Depositary by
wire transfer of immediately available funds. Holders of Certificated Notes will
be entitled to receive interest payments by wire transfer in immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 days prior to the applicable Interest
Payment Date. Such wire instructions, upon receipt by the Trustee, shall remain
in effect until revoked by such Holder. If wire instructions have not been
received by the Trustee with respect to any Holder of a Certificated Note,
payment of interest may be made by check in immediately available funds mailed
to such Holder at the address set forth upon the Register maintained by the
Registrar.

         3. PAYING AGENT AND REGISTRAR.  Initially, Bank One, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in

                                      A-3

<PAGE>   88

any such capacity, except that none of the Company, its Subsidiaries or their
Affiliates shall act (i) as Paying Agent in connection with any redemption,
offer to purchase, discharge or defeasance, as otherwise specified in the
Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of
Default has occurred and is continuing.

         4.       INDENTURE.

                  The Company issued the Notes under an Indenture dated as of
February 2, 1998 (as such may be amended, supplemented or restated from time to
time, the "Indenture") by and among the Company, the Initial Subsidiary
Guarantors named therein, and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Notes are senior
obligations of the Company limited to $90 million in aggregate principal amount
(except as otherwise provided in Section 2.7 of the Indenture).

                  Each of the Initial Subsidiary Guarantors will Guarantee the
Notes, and the Indenture requires the Company to cause any other Person that
becomes a Restricted Subsidiary after the Closing Date to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Restricted
Subsidiary will Guarantee the Notes. So long as no Default or Event of Default
exists or would be caused thereby, any Person that is no longer a Restricted
Subsidiary may, by execution and delivery to the Trustee of a supplemental
indenture satisfactory to the Trustee, be released from its Subsidiary Guarantee
and cease to Guarantee the Notes.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and its Restricted Subsidiaries to
incur additional Indebtedness, pay dividends or make other distributions,
repurchase any capital stock or Subordinated Indebtedness, make certain
investments, create certain liens, enter into certain transactions with
affiliates, sell assets, enter into certain mergers and consolidations, allow
Restricted Subsidiaries to create certain dividend and other payment
restrictions, enter into sale and leaseback transactions, and issue or sell
capital stock of Restricted Subsidiaries.

         5.       OPTIONAL REDEMPTION.

                  The Notes will not be redeemable at the Company's option prior
to February 1, 2003, except as provided below. Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days' notice to the Holders, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on February 1 of the years
indicated below:


                                       A-4

<PAGE>   89

<TABLE>
<CAPTION>

         YEAR                                                        PERCENTAGE
         ----                                                        ----------
<S>                                                                  <C>      
         2003...............................................         105.5000%
         2004...............................................         103.6667%
         2005...............................................         101.8333%
         2006 and thereafter................................         100.0000%
</TABLE>

                  Notwithstanding the foregoing, on and prior to February 1,
2001, the Company, at its option, may redeem, from time to time, up to 35% of
the aggregate principal amount of the Notes at a redemption price of 111% of the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date with the net proceeds of a Public Equity Offering, as described
in Section 3.7 of the Indenture; provided that no less than 65% of the aggregate
principal amount of the Notes initially issued remains outstanding immediately
after giving effect to such redemption; and provided, further, that such notice
of redemption shall be given not later than 30 days, and such redemption shall
occur not later than 90 days, after the date of the closing of the transaction
giving rise to such Public Equity Offering. Unless the Company defaults in
making such redemption payment, on and after the redemption date, interest
ceases to accrue on the Notes or portions thereof called for redemption.

         6.       MANDATORY REDEMPTION.  Except as set forth in paragraph 7 
below, the Company shall not be required to make mandatory redemption payments
with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

                  (a) Upon a Change of Control, the Company shall be required to
make an offer to Holders to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon to the date of purchase as provided in, and subject to the terms of, the
Indenture.

                  (b) If the Company or any Restricted Subsidiary consummates
any Asset Sale, the Company may be required, subject to the terms and conditions
of the Indenture, to utilize a certain portion of the proceeds received from
such Asset Sale to repurchase Notes at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase.

         8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any

                                       A-5

<PAGE>   90

Note being redeemed in part. Also, it need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a Record Date and the corresponding Interest
Payment Date.

         9.       PERSONS DEEMED OWNERS.  The registered Holder of a Note may 
be treated as its owner for all purposes.

         10.      UNCLAIMED MONEY. If money for the payment of principal, 
premium, or interest remains unclaimed for one year, the Trustee and the Paying
Agent will pay the money back to the Company at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

         11.      DEFEASANCE PRIOR TO REDEMPTION OR MATURITY. Subject to certain
conditions contained in the Indenture, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or Government Securities sufficient to pay the
principal of, premium, and interest on, the Notes to redemption or maturity, as
the case may be.

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

         13.      DEFAULTS AND REMEDIES.

                  Events of Default include: (i) default for 30 days in the
payment when due of any interest payable with respect to the Notes at any time
(provided that such 30-day grace period shall be inapplicable for the first two
scheduled interest payments due on the Notes); (ii) default in payment when due
(whether at maturity, upon redemption or repurchase, or otherwise) of the
principal of or premium, if any, on the Notes; (iii) failure by the Company or
any Restricted Subsidiary to comply with the provisions described under Articles
5, 10 or 11 or Sections 4.10 or 4.14 of the Indenture; (iv) failure by the
Company or any Restricted Subsidiary for 30 calendar days after notice from the
Trustee or Holders of at least 25% in aggregate principal amount of the Notes to
the Company and the Trustee to comply with any of its other agreements in the
Indenture, the Notes or the Pledge Agreement; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced


                                      A-6

<PAGE>   91

any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is Guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists or
is created after the date of the Indenture, which default (a) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
following the expiration of the grace period provided in such Indebtedness on
the date of such default (a "Payment Default") or (b) results in the
acceleration of such Indebtedness (including any obligation to redeem or
repurchase such Indebtedness) prior to its express maturity and, in each case,
the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $1 million
or more; (vi) failure by the Company or any of its Restricted Subsidiaries to
pay final non-appealable judgments rendered against the Company or any of its
Restricted Subsidiaries aggregating in excess of $1 million, which judgments are
not paid, discharged or stayed for a period of 60 days after such judgments
become final and non-appealable; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any Restricted Subsidiary; (viii)
certain events of breach, default, repudiation or unenforceability of the Pledge
Agreement; and (ix) any Guarantee of the Notes shall be held in a judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect, or any Restricted Subsidiary, or any Person acting on
behalf of any Restricted Subsidiary, shall deny or disaffirm its obligations
under its Guarantee of any Notes.

                  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 any
payment due, or to enforce the performance of any provision, under the Notes or
the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the Notes
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except under clauses (i) or (ii) above) if it determines that
withholding notice is in their interest.

         14. PLEDGE AGREEMENT. In order to secure the due and punctual payment
of the principal of, premium, and interest on the Notes and the payment and
performance of all other obligations of the Company to the Holders of the Notes
or the Trustee under the Indenture, the Company has granted a first priority
Lien on certain funds and Government Securities to the Trustee for the benefit
of the Holders, as more particularly described in the Pledge Agreement. If the
funds and Government Securities held in the Pledge Account exceed the amount
sufficient, in the opinion of a nationally recognized firm of independent public
accountants selected by the Company, to provide for payment in full of the first
two scheduled interest payments due on the Notes (or, in the event an interest
payment or interest payments have been made, an amount sufficient to provide for
payment in full of any interest payments remaining, up to and including the
second scheduled interest payment), if no Default or Event of Default is then
continuing, upon the satisfaction of certain conditions specified in the Pledge
Agreement, any such excess 

                                      A-7

<PAGE>   92
amount of funds and Government Securities shall be paid to the Company. Upon
such payment to the Company, the Lien of the Trustee thereon for the benefit of
the Holders shall be released.

         15. TRUSTEE'S DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee, subject to the
provisions of TIA Section 310.

         16. NO RECOURSE AGAINST OTHERS. No past or present director, officer,
employee, incorporator, partner or stockholder of either of the Company or any
of its Subsidiaries, as such, shall have any liability for any obligations of
the Company or its Subsidiaries under any of the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. This waiver and release are part of the
consideration for the issuance of the Notes.

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

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

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

         20. GOVERNING LAW.  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAW OF THE STATE OF NEW YORK.

         21. SUCCESSOR CORPORATION. In the event a successor corporation assumes
all the obligations of the Company under the Notes and the Indenture, pursuant
to the terms thereof, the Company will be released from all such obligations.

                                       A-8

<PAGE>   93




                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and the Pledge Agreement. Requests
may be made to:

                           First Wave Marine, Inc.
                           4000 S. Sherwood Forest Blvd.
                           Suite 603
                           Baton Rouge, Louisiana 70816
                           Phone No.:  (504) 292-8800
                           Telecopier No.:  (504) 292-8801
                           Attention:  Chief Financial Officer


                                       A-9

<PAGE>   94

                                 ASSIGNMENT FORM


                  To assign this Note, fill in the form below and have your
signature guaranteed:

                  (I) or (we) assign and transfer this Note to


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


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


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


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


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

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


Date:                                 Your Name:
     ---------------------------                -------------------------------
                                                 (Print your name exactly as it
                                              appears on the face of this Note)

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

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


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


                                      A-10

<PAGE>   95




                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you elect to have this Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate
box below:

                 [ ] Section 4.10
                 [ ] Section 4.14

                  If you elect to have only part of this Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount (in minimum denominations of $1000 or integral multiples thereof) you
elect to have purchased: $___________


Date:                                Your Name:
     ------------------------                  --------------------------------
                                               (Print your name exactly as it 
                                              appears on the face of this Note)

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

                                      Social Security or Tax 
                                      Identification No.:
                                                         ----------------------

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


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


                                      A-11

<PAGE>   96



                                   SCHEDULE A

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE [2]


                  The initial principal amount at maturity of this Global Note 
shall be $ _____________ .  The following increases or decreases in this Global
Note have been made:


<TABLE>
<CAPTION>

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




[2] This schedule should be included only if the Note is issued in global form.



                                      A-12