Exhibit 4.3

                                                               Execution Version
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                              MUELLER GROUP, INC.,


                                   as Issuer



                      EACH OF THE GUARANTORS PARTY HERETO


                     10% SENIOR SUBORDINATED NOTES DUE 2012


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

                                   INDENTURE

                          Dated as of April 23, 2004

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


                    Law Debenture Trust Company of New York,

                                   as Trustee






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                             CROSS-REFERENCE TABLE*

  Trust Indenture
  Act Section                                               Indenture Section
  310(a)(1)..............................................             7.10
       (a)(2)............................................             7.10
       (a)(3)............................................             N.A.
       (a)(4)............................................             N.A.
       (a)(5)............................................             7.10
       (b)...............................................             7.10
       (c)...............................................             N.A.
  311(a).................................................             7.11
       (b)...............................................             7.11
       (c)...............................................             N.A.
  312(a).................................................             2.05
       (b)...............................................            13.03
       (c)...............................................            13.03
  313(a).................................................             7.06
       (b)(1)............................................             N.A.
       (b)(2)............................................          7.06; 7.07
       (c)...............................................         7.06; 12.02
       (d)...............................................             7.06
  314(a).................................................      4.03;12.01; 13.05
       (b)...............................................             N.A.
       (c)(1)............................................            13.04
       (c)(2)............................................            13.04
       (c)(3)............................................             N.A.
       (d)...............................................             N.A.
       (e)...............................................            13.05
       (f)...............................................             N.A.
  315(a).................................................             7.01
       (b)...............................................         7.05; 12.02
       (c)...............................................             7.01
       (d)...............................................             7.01
       (e)...............................................             6.11
  316(a) (last sentence).................................             2.09
       (a)(1)(A).........................................             6.05
       (a)(1)(B).........................................             6.04
       (a)(2)............................................             N.A.
       (b)...............................................             6.07
       (c)...............................................             2.12
  317(a)(1)..............................................             6.08
       (a)(2)............................................             6.09
       (b)...............................................             2.04
  318(a).................................................            13.01
       (b)...............................................             N.A.
       (c)...............................................            13.01

N.A. means not applicable.
*  This Cross Reference Table is not part of the Indenture.


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                               TABLE OF CONTENTS

                                                                            Page


                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

   Section 1.01       Definitions..............................................1
   Section 1.02       Other Definitions.......................................21
   Section 1.03       Incorporation by Reference of Trust Indenture Act.......21
   Section 1.04       Rules of Construction...................................22

                                   ARTICLE 2
                                   THE NOTES

   Section 2.01       Form and Dating.........................................22
   Section 2.02       Execution and Authentication............................23
   Section 2.03       Registrar and Paying Agent..............................24
   Section 2.04       Paying Agent to Hold Money in Trust.....................24
   Section 2.05       Holder Lists............................................25
   Section 2.06       Transfer and Exchange...................................25
   Section 2.07       Replacement Notes.......................................36
   Section 2.08       Outstanding Notes.......................................36
   Section 2.09       Treasury Notes..........................................37
   Section 2.10       Temporary Notes.........................................37
   Section 2.11       Cancellation............................................37
   Section 2.12       Defaulted Interest......................................37
   Section 2.13       CUSIP and CINS Numbers..................................38

                                   ARTICLE 3
                           REDEMPTION AND PREPAYMENT

   Section 3.01       Notices to Trustee......................................38
   Section 3.02       Selection of Notes to Be Redeemed or Purchased..........38
   Section 3.03       Notice of Redemption....................................39
   Section 3.04       Effect of Notice of Redemption..........................39
   Section 3.05       Deposit of Redemption or Purchase Price.................40
   Section 3.06       Notes Redeemed or Purchased in Part.....................40
   Section 3.07       Optional Redemption.....................................40
   Section 3.08       Mandatory Redemption....................................41
   Section 3.09       Offer to Purchase by Application of Excess Proceeds.....41

                                   ARTICLE 4
                                   COVENANTS

   Section 4.01       Payment of Notes........................................43
   Section 4.02       Maintenance of Office or Agency.........................43
   Section 4.03       Reports.................................................43
   Section 4.04       Compliance Certificate..................................44
   Section 4.05       Taxes...................................................44
   Section 4.06       Stay, Extension and Usury Laws..........................45
   Section 4.07       Restricted Payments.....................................45
   Section 4.08       Dividend and Other Payment Restrictions Affecting
                        Restricted Subsidiaries...............................49
   Section 4.09       Incurrence of Indebtedness and Issuance of
                        Preferred Stock.......................................50


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   Section 4.10       Asset Sales.............................................53
   Section 4.11       Transactions with Affiliates............................55
   Section 4.12       Liens...................................................57
   Section 4.13       No Senior Subordinated Indebtedness.....................57
   Section 4.14       Corporate Existence.....................................57
   Section 4.15       Offer to Repurchase Upon Change of Control..............57
   Section 4.16       Limitation on Sale and Leaseback Transactions...........59
   Section 4.17       Additional Note Guarantees..............................59

                                   ARTICLE 5
                                   SUCCESSORS

   Section 5.01       Merger, Consolidation, or Sale of Assets................60
   Section 5.02       Successor Corporation Substituted.......................61

                                   ARTICLE 6
                             DEFAULTS AND REMEDIES

   Section 6.01       Events of Default.......................................61
   Section 6.02       Acceleration............................................63
   Section 6.03       Other Remedies..........................................63
   Section 6.04       Waiver of Past Defaults.................................63
   Section 6.05       Control by Majority.....................................64
   Section 6.06       Limitation on Suits.....................................64
   Section 6.07       Rights of Holders of Notes to Receive Payment...........64
   Section 6.08       Collection Suit by Trustee..............................64
   Section 6.09       Trustee May File Proofs of Claim........................65
   Section 6.10       Priorities..............................................65
   Section 6.11       Undertaking for Costs...................................65

                                   ARTICLE 7
                                    TRUSTEE

   Section 7.01       Duties of Trustee.......................................66
   Section 7.02       Rights of Trustee.......................................67
   Section 7.03       Individual Rights of Trustee............................67
   Section 7.04       Trustee's Disclaimer....................................67
   Section 7.05       Notice of Defaults......................................67
   Section 7.06       Reports by Trustee to Holders of the Notes..............68
   Section 7.07       Compensation and Indemnity..............................68
   Section 7.08       Replacement of Trustee..................................69
   Section 7.09       Successor Trustee by Merger, etc........................70
   Section 7.10       Eligibility; Disqualification...........................70
   Section 7.11       Preferential Collection of Claims Against Company.......70

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01       Option to Effect Legal Defeasance or Covenant
                        Defeasance............................................70
   Section 8.02       Legal Defeasance and Discharge..........................70
   Section 8.03       Covenant Defeasance.....................................71
   Section 8.04       Conditions to Legal or Covenant Defeasance..............71
   Section 8.05       Deposited Money and Government Securities to be Held in
                        Trust; Other Miscellaneous Provisions.................72
   Section 8.06       Repayment to Company....................................73


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   Section 8.07       Reinstatement...........................................73

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01       Without Consent of Holders of Notes.....................74
   Section 9.02       With Consent of Holders of Notes........................74
   Section 9.03       Compliance with Trust Indenture Act.....................76
   Section 9.04       Revocation and Effect of Consents.......................76
   Section 9.05       Notation on or Exchange of Notes........................76
   Section 9.06       Trustee to Sign Amendments, etc.........................76

                                   ARTICLE 10
                                 SUBORDINATION

   Section 10.01      Agreement to Subordinate................................77
   Section 10.02      Liquidation; Dissolution; Bankruptcy....................77
   Section 10.03      Default on Designated Senior Indebtedness...............77
   Section 10.04      Acceleration of Notes...................................78
   Section 10.05      When Distribution Must Be Paid Over.....................78
   Section 10.06      Notice by Company.......................................79
   Section 10.07      Subrogation.............................................79
   Section 10.08      Relative Rights.........................................79
   Section 10.09      Subordination May Not Be Impaired by Company............79
   Section 10.10      Distribution or Notice to Representative................79
   Section 10.11      Rights of Trustee and Paying Agent......................80
   Section 10.12      Authorization to Effect Subordination...................80
   Section 10.13      Amendments..............................................80

                                   ARTICLE 11
                                NOTE GUARANTEES

   Section 11.01      Guarantee...............................................80
   Section 11.02      Subordination of Note Guarantee.........................81
   Section 11.03      Limitation on Guarantor Liability.......................82
   Section 11.04      Execution and Delivery of Note Guarantee................82
   Section 11.05      Guarantors May Consolidate, etc., on Certain Terms......82
   Section 11.06      Releases................................................83

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

   Section 12.01      Satisfaction and Discharge..............................83
   Section 12.02      Application of Trust Money..............................84

                                   ARTICLE 13
                                 MISCELLANEOUS

   Section 13.01      Trust Indenture Act Controls............................85
   Section 13.02      Notices.................................................85
   Section 13.03      Communication by Holders of Notes with Other Holders of
                        Notes.................................................86
   Section 13.04      Certificate and Opinion as to Conditions Precedent......86
   Section 13.05      Statements Required in Certificate or Opinion...........86
   Section 13.06      Rules by Trustee and Agents.............................86
   Section 13.07      No Personal Liability of Directors, Officers, Employees
                        and Stockholders......................................87
   Section 13.08      Governing Law...........................................87



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   Section 13.09      No Adverse Interpretation of Other Agreements...........87
   Section 13.10      Successors..............................................87
   Section 13.11      Payment Date Other Than a Business Day..................87
   Section 13.12      Severability............................................87
   Section 13.13      Counterpart Originals...................................87
   Section 13.14      Table of Contents, Headings, etc........................87

                                    EXHIBITS

Exhibit A1   FORM OF NOTE
Exhibit A2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    [RESERVED]
Exhibit E    FORM OF NOTATION OF GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE


                                      iv

<PAGE>


     INDENTURE dated as of April 23, 2004 among Mueller Group, Inc., a Delaware
corporation, the Guarantors (as defined) and Law Debenture Trust Company of New
York, as trustee.

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 10% Senior Subordinated Notes due 2012 including any Additional
Notes issued hereunder (the "Notes"):

                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   Definitions.

     "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be initially issued in a denomination equal
to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

     "Accounts Receivable Subsidiary" means an Unrestricted Subsidiary of the
Company to which the Company or any of its Restricted Subsidiaries sells any of
its accounts receivable pursuant to a Receivables Facility.

     "Acquired Indebtedness" means, with respect to any specified Person,

          (1) Indebtedness of any other Person existing at the time that other
     Person is merged with or into or became a Subsidiary of that specified
     Person, including, without limitation, Indebtedness incurred in connection
     with, or in contemplation of, that other Person merging with or into or
     becoming a Subsidiary of that specified Person; and

          (2) Indebtedness secured by a Lien encumbering an asset acquired by
     that specified Person at the time that asset is acquired by that specified
     Person.

     "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof,
as part of the same series as the Initial Notes.

     "Affiliate" of any specified Person means any other Person which, directly
or indirectly, controls, is controlled by or is under direct or indirect common
control with, that specified Person. For purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of that Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

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

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

     "Asset Sale" means:

          (1) the sale, lease, conveyance, disposition or other transfer (a
     "disposition") of any properties, assets or rights (including, without
     limitation, by way of a sale and leaseback);


                                       1
<PAGE>


     provided that the sale, lease, conveyance or other disposition of all or
     substantially all of the assets of the Company and its Subsidiaries taken
     as a whole will be governed by the provisions of Section 4.15 and Section
     5.01 hereof and not Section 4.10 hereof; and

          (2) the issuance, sale or transfer by the Company or any of its
     Restricted Subsidiaries of Equity Interests of any of the Company's
     Restricted Subsidiaries,

in the case of either clause (1) or (2), whether in a single transaction or a
series of related transactions,

               (a) that have a Fair Market Value in excess of $5.0 million; or

               (b) for net proceeds in excess of $5.0 million.

          Notwithstanding the foregoing, the following items shall not be
     deemed to be Asset Sales:

          (1) dispositions in the ordinary course of business;

          (2) a disposition of assets by the Company to a Restricted Subsidiary
     or by a Restricted Subsidiary to the Company or to another Restricted
     Subsidiary;

          (3) a disposition of Equity Interests by a Restricted Subsidiary to
     the Company or to another Restricted Subsidiary;

          (4) the sale and leaseback of any assets within 90 days of the
     acquisition thereof;

          (5) foreclosures on assets;

          (6) any exchange of like property pursuant to Section 1031 of the
     Internal Revenue Code of 1986, as amended, for use in a Permitted
     Business;

          (7) any sale of Equity Interests in, or Indebtedness or other
     securities of, an Unrestricted Subsidiary;

          (8) a Permitted Investment or a Restricted Payment that is permitted
     by Section 4.07 hereof; and

          (9) sales of accounts receivable, or participation therein, in
     connection with any Receivables Facility.

     "Attributable Indebtedness" 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 that 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 that sale and leaseback transaction, including
any period for which that lease has been extended or may, at the option of the
lessor, be extended.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial


                                       2
<PAGE>


ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation or any committee thereof duly authorized to act on behalf of
     such board;

          (2) with respect to a partnership, the Board of Directors of the
     general partner of the partnership;

          (3) with respect to a limited liability company, the managing member
     or members or any controlling committee of managing members thereof; and

          (4) with respect to any other Person, the board or committee of such
     Person serving a similar function.

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

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

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

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership interests (whether general or limited) or membership
     interests; and

          (4) 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:

          (1) Government Securities;

          (2) any certificate of deposit maturing not more than 365 days after
     the date of acquisition issued by, or demand deposit or time deposit of,
     an Eligible Institution or any lender under the Credit Agreement;

          (3) commercial paper maturing not more than 365 days after the date
     of acquisition of an issuer (other than an Affiliate of the Company) with
     a rating, at the time as of which any investment therein is made, of "A-3"
     (or higher) according to S&P or "P-2" (or higher) according to Moody's or
     carrying an equivalent rating by a nationally recognized rating agency if
     both of the two named rating agencies cease publishing ratings of
     investments;


                                       3
<PAGE>


          (4) any bankers acceptances of money market deposit accounts issued
     by an Eligible Institution;

          (5) any fund investing exclusively in investments of the types
     described in clauses (1) through (4) above; and

          (6) in the case of any Subsidiary organized or having its principal
     place of business outside the United States, investments denominated in
     the currency of the jurisdiction in which that Subsidiary is organized or
     has its principal place of business which are similar to the items
     specified in clauses (1) through (5) above, including without limitation
     any deposit with a bank that is a lender to any Restricted Subsidiary.

     "Change of Control" means the occurrence of any of the following:

          (1) 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 Subsidiaries, taken as a whole, to any "person" or "group" (as those
     terms are used in Section 13(d) of the Exchange Act), other than the
     Principals and their Related Parties;

          (2) the adoption of a plan for the liquidation or dissolution of the
     Company;

          (3) the consummation of any transaction, including, without
     limitation, any merger or consolidation, the result of which is that any
     "person" or "group" (as those terms are used in Section 13(d) of the
     Exchange Act), other than the Principals and their Related Parties,
     becomes the "beneficial owner" (as that term is defined in Rule 13d-3 and
     Rule 13d-5 under the Exchange Act), directly or indirectly through one or
     more intermediaries, of 50% or more of the voting power of the outstanding
     voting stock of the Company; or

          (4) the first day on which a majority of the members of the board of
     directors of the Company are not Continuing Members.

     "Clearstream" means Clearstream Banking, S.A.

     "Company" means Mueller Group, Inc., and any successor obligor pursuant to
Section 5.01.

     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of that Person and its Restricted Subsidiaries for
that period plus, to the extent deducted in computing Consolidated Net Income,

          (1) provision for taxes based on income or profits of that Person and
     its Restricted Subsidiaries for that period;

          (2) Fixed Charges of that Person for that period;

          (3) depreciation, amortization (including amortization of goodwill
     and other intangibles) and all other non-cash charges, but excluding any
     other non-cash charge to the extent that it represents an accrual of or
     reserve for cash expenses that will be paid within twelve months after the
     date of determination, of that Person and its Restricted Subsidiaries for
     that period;

          (4) net periodic pension and other post-retirement benefits;


                                       4
<PAGE>


          (5) other income or expense net as set forth on the face of that
     Person's statement of operations;

          (6) any payments made pursuant to the Financial Advisory Agreement;
     and

          (7) any non-capitalized transaction costs incurred in connection with
     actual, proposed or abandoned financings, acquisitions or divestitures,
     including, but not limited to, any earn-out or similar expenses in
     connection with acquisitions or dispositions and financing and refinancing
     fees and costs incurred in connection with the Offerings and related
     transactions,

in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, the Fixed Charges of, and the depreciation and amortization and
other non-cash charges of, a Restricted Subsidiary of a Person shall be added
to Consolidated Net Income to compute Consolidated Cash Flow only to the extent
and in the same proportion that Net Income of that Restricted Subsidiary was
included in calculating the Consolidated Net Income of that Person.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum of, without duplication,

          (1) the interest expense of that Person and its Restricted
     Subsidiaries for that period, on a consolidated basis, determined in
     accordance with GAAP, including amortization of original issue discount,
     non-cash interest payments, the interest component of all payments
     associated with Capital Lease Obligations, imputed interest with respect
     to Attributable Debt, 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; provided that
     in no event shall any amortization of deferred financing costs be included
     in Consolidated Interest Expense; and

          (2) the consolidated capitalized interest of that Person and its
     Restricted Subsidiaries for that period, whether paid or accrued;
     provided, however, that Receivables Fees shall be deemed not to constitute
     Consolidated Interest Expense.

     Notwithstanding the foregoing, the Consolidated Interest Expense with
respect to any Restricted Subsidiary that is not a Wholly Owned Restricted
Subsidiary shall be included only to the extent and in the same proportion that
the net income of that Restricted Subsidiary was included in calculating
Consolidated Net Income.

     "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of that Person and its Restricted
Subsidiaries for that period, on a consolidated basis, determined in accordance
with GAAP; provided that

          (1) the Net Income (or 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 referent Person or a Restricted
     Subsidiary thereof;

          (2) the Net Income (or loss) of any Restricted Subsidiary other than
     a Subsidiary organized or having its principal place of business outside
     the United States shall be excluded to the extent that the declaration or
     payment of dividends or similar distributions by that Restricted


                                       5
<PAGE>


     Subsidiary of that Net Income (or loss) is not at the date of
     determination permitted without any prior governmental approval (that has
     not been obtained) or, directly or indirectly, by operation of the terms
     of its charter or any agreement, instrument, judgment, decree, order,
     statute, rule or governmental regulation applicable to that Restricted
     Subsidiary;

          (3) the Net Income (or loss) of any Person acquired in a pooling of
     interests transaction for any period prior to the date of that acquisition
     shall be excluded; and

          (4) the cumulative effect of a change in accounting principles shall
     be excluded.

     "Continuing Members" means, as of any date of determination, any member of
the board of directors of the Company who:

          (1) was a member of the Company's board of directors on the date of
     this Indenture; or

          (2) was nominated for election or elected to the Company's board of
     directors with the approval of, or whose election to the board of
     directors was ratified by, at least a majority of the Continuing Members
     who were members of the Company's board of directors at the time of that
     nomination or election.

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

     "Credit Agreement" means that certain Second Amended and Restated Credit
Agreement, dated on or about April 23, 2004 among the Company, various
financial institutions party thereto, and Credit Suisse First Boston, as
administrative agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in
each case, as amended, modified, renewed, refunded, replaced or refinanced from
time to time, including any agreement:

          (1) extending or shortening the maturity of any Indebtedness incurred
     thereunder or contemplated thereby;

          (2) adding or deleting borrowers or guarantors thereunder,

          (3) increasing the amount of Indebtedness incurred thereunder or
     available to be borrowed thereunder, provided that on the date that
     Indebtedness is incurred it would not be prohibited by Section 4.09(b)(1);
     or

          (4) otherwise altering the terms and conditions thereof.

     "Credit Facilities" means, with respect to the Company and its Restricted
Subsidiaries, one or more debt facilities (including the Credit Agreement and
any Foreign Credit Facility), commercial paper facilities, or indentures
providing for revolving credit loans, term loans, notes, or other financing or
letters of credit, or other credit facilities, in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time.

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


                                       6
<PAGE>


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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto, except that such Note shall not bear the
Global Note Legend and shall not have the "Schedule of Exchanges of Interests
in the Global Note" attached thereto.

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

     "Designated Noncash Consideration" means the Fair Market Value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
that valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of that Designated Noncash Consideration.

     "Designated Senior Indebtedness" means:

          (1) any Indebtedness outstanding under the Credit Agreement; and

          (2) any other Senior Indebtedness permitted under this Indenture the
     principal amount of which is $25.0 million or more and that has been
     designated by the Company in writing to the Trustee as "Designated Senior
     Indebtedness."

     "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 (other than any event solely
within the control of the issuer thereof), matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, is exchangeable
for Indebtedness (except to the extent exchangeable at the option of that
Person subject to the terms of any debt instrument to which that Person is a
party) or redeemable at the option of the holder thereof, in whole or in part,
on or prior to the date on which the Notes mature; provided that any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase that Capital Stock
upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock if the terms of that Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to
those provisions unless that repurchase or redemption complies with Section
4.07 hereof and provided further that, if that Capital Stock is issued to any
plan for the benefit of employees of the Company or its Subsidiaries or by any
such plan to those employees, that Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company in order to satisfy applicable statutory or regulatory obligations.

     "DLJ Merchant Banking funds" means DLJ Merchant Banking Partners II, L.P.
and its Affiliates.

     "Domestic Subsidiary" means a Subsidiary that is organized under the laws
of the United States or any State, district or territory thereof.

     "Eligible Institution" means a commercial banking institution that has
combined capital and surplus not less than $100.0 million or its equivalent in
foreign currency, whose short-term debt is rated "A-3"


                                       7
<PAGE>


or higher according to Standard & Poor's Ratings Group ("S&P") or "P-2" or
higher according to Moody's Investor Services, Inc. ("Moody's") or carrying an
equivalent rating by a nationally recognized rating agency if both of the two
named rating agencies cease publishing ratings of investments.

     "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).

     "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

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

     "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors
of the Company (unless otherwise provided in this Indenture).

     "Financial Advisory Agreement" means the financial advisory agreement with
Credit Suisse First Boston LLC described in the offering circular under
"Certain Relationships and Related Party Transactions" or any amendment,
modification, or replacement thereof between Parent or any of its Subsidiaries
and a Principal or one of its Affiliates.

     "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of that Person for that period
(exclusive of amounts attributable to discontinued operations, as determined in
accordance with GAAP, or operations and businesses disposed of prior to the
Calculation Date (as defined)) to the Fixed Charges of that Person for that
period (exclusive of amounts attributable to discontinued operations, as
determined in accordance with GAAP, or operations and businesses disposed of
prior to the Calculation Date).

     In the event that the referent Person or any of its Subsidiaries incurs,
assumes, guarantees or redeems any Indebtedness (other than revolving credit
borrowings) or issues or redeems preferred stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to that incurrence,
assumption, guarantee or redemption of Indebtedness, or that issuance or
redemption of preferred stock and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

     In addition, for purposes of making the computation referred to above,
acquisitions that have been made by the Company or any of its Subsidiaries,
including all mergers or consolidations and any related financing transactions,
during the four-quarter reference period or subsequent to that reference period
and


                                       8
<PAGE>


on or prior to the Calculation Date shall be deemed to have occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow for
that reference period shall be calculated to include the Consolidated Cash Flow
of the acquired entities on a pro forma basis after giving effect to cost
savings reasonably expected to be realized in connection with that acquisition,
as determined in good faith by an officer of the Company (regardless of whether
those cost savings could then be reflected in pro forma financial statements
under GAAP, Regulation S-X promulgated by the SEC or any other regulation or
policy of the SEC) and without giving effect to clause (3) of the proviso set
forth in the definition of Consolidated Net Income.

     "Fixed Charges" means, with respect to any Person for any period, the sum,
without duplication, of,

          (1) the Consolidated Interest Expense of that Person for that period,
     excluding any amounts that represent mark-to-market gains or losses; and

          (2) all dividend payments on any series of preferred stock of that
     Person (other than dividends payable solely in Equity Interests that are
     not Disqualified Stock),

in each case, on a consolidated basis and in accordance with GAAP.

     "Foreign Credit Facilities" means any Indebtedness of a Restricted
Subsidiary organized or having its principal place of business outside the
United States.

     "Foreign Subsidiary" means any Restricted Subsidiary that is not a
Domestic Subsidiary.

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

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

     "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

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

     "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 or
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

     "Guarantors" means (i) each Restricted Subsidiary of the Company on the
date of this Indenture that is a Domestic Subsidiary and (ii) any other
Subsidiary that executes a Note Guarantee in accordance


                                       9
<PAGE>


with the provisions hereof, in each case until such guarantee is released in
accordance with the provisions hereof.

     "Hedging Obligations" means, with respect to any Person, the obligations
of that Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (b) other agreements or
arrangements designed to protect that Person against fluctuations in interest
rates and (c) agreements or arrangements designed to protect that Person
against fluctuations in currency rates.

     "Holder" means a Person in whose name a Note is registered.

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

The amount of any Indebtedness outstanding as of any date shall be:

          (1) the accreted value thereof (together with any interest thereon
     that is more than 30 days past due), in the case of any Indebtedness that
     does not require current payments of interest;

          (2) the principal amount thereof, in the case of any other
     Indebtedness (except as set forth below) provided that the principal
     amount of any Indebtedness that is denominated in any currency other than
     United States dollars shall be the amount thereof, as determined pursuant
     to the foregoing provision, converted into United States dollars at the
     Spot Rate in effect on the date that Indebtedness was incurred or, if that
     indebtedness was incurred prior to the date of this Indenture, the Spot
     Rate in effect on the date of this Indenture;

          (3) the net termination value of any Hedging Obligations as of such
     date or, in the case of any Hedging Obligation permitted to be incurred
     pursuant to clause (8) of Permitted Indebtedness, zero; and

          (4) in the case of any Indebtedness permitted to be incurred pursuant
     to clause (11) of Permitted Indebtedness, zero.

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

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means the Notes issued on the date of this Indenture and
any Notes issued in exchange or replacement therefor.


                                      10
<PAGE>


     "Investments" means, with respect to any Person, all investments by that
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on
any assets of the referent Person securing, Indebtedness or other obligations
of other Persons), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP, provided that an investment by the Company for
consideration consisting of common equity securities of the Company shall not
be deemed to be an Investment other than for purposes of clause (3) of the
definition of "Qualified Proceeds."

     If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, that Person is no longer a Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the Fair Market Value of the Equity Interests of that
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.07 hereof.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.

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

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

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

     "Management Loans" means one or more loans by the Company or Parent to
officers and/or directors of the Company and any of its Restricted Subsidiaries
to finance the purchase by such officers and directors of common stock of
Parent; provided that the aggregate principal amount of all such Management
Loans outstanding at any time shall not exceed $7.5 million.

     "Net Income" means, with respect to any Person, the net income (loss) of
that Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however.

          (1) any gain (or loss), together with any related provision for taxes
     on that gain (or loss), realized in connection with:

               (a) any Asset Sale, including, without limitation, dispositions
          pursuant to sale and leaseback transactions; or

               (b) the extinguishment of any Indebtedness of that Person or any
          of its Restricted Subsidiaries; and


                                      11
<PAGE>


          (2) any extraordinary, unusual or nonrecurring income (or expense) or
     any restructuring costs, or costs reasonably determined by management to
     be associated with facility or product line closures, consolidation or
     rationalization, together with any related provision for taxes and any
     compensation charge incurred in connection with the Offerings and related
     transactions.

     "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, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of, without
duplication,

          (1) the direct costs relating to that Asset Sale, including, without
     limitation, legal, accounting and investment banking fees, and sales
     commissions, recording fees, title transfer fees and appraiser fees and
     cost of preparation of assets for sale, and any relocation expenses
     incurred as a result thereof;

          (2) taxes paid or payable as a result thereof (after taking into
     account any available tax credits or deductions and any tax sharing
     arrangements);

          (3) amounts required to be applied to the repayment of Indebtedness
     (other than revolving credit Indebtedness incurred pursuant to the Credit
     Agreement) secured by a Lien on the asset or assets that were the subject
     of that Asset Sale; and

          (4) any reserve established in accordance with GAAP or any amount
     placed in escrow, in either case for adjustment in respect of the sale
     price of such asset or assets until such time as that reserve is reversed
     or that escrow arrangement is terminated, in which case Net Proceeds shall
     include only the amount of the reserve so reversed or the amount returned
     to the Company or its Restricted Subsidiaries from that escrow
     arrangement, as the case may be.

     "Non-Recourse Debt" means Indebtedness,

          (1) 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

          (2) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock (other than the stock of an
     Unrestricted Subsidiary pledged by the Company to secure debt of that
     Unrestricted Subsidiary) or assets of the Company or any of its Restricted
     Subsidiaries;

provided that in no event shall Indebtedness of any Unrestricted Subsidiary
fail to be Non-Recourse Debt solely as a result of any default provisions (and
any related right of recourse) contained in a guarantee thereof by the Company
or any of its Restricted Subsidiaries if the Company or that Restricted
Subsidiary was otherwise permitted to incur that guarantee pursuant to this
Indenture.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.


                                      12
<PAGE>


     "Notes" has the meaning assigned to it in the preamble to this Indenture.

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

     "Offering" means the offering of the Initial Notes. The Offering and the
concurrent offering of the Company's Secured Notes are collectively referred to
as the "Offerings."

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

     "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, that meets the requirements of Section
13.05 hereof.

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

     "Parent" means Mueller Holdings (N.A.), Inc., the corporate parent of the
Company, or its successors.

     "Pari Passu Indebtedness" means Indebtedness of the Company that ranks
pari passu in right of payment to the Notes.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear
and Clearstream).

     "Permitted Business" means any Person engaged directly or indirectly in
the flow-control product business or any business reasonably related,
incidental or ancillary thereto.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary of
     the Company,

          (2) any Investment in cash or Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the
     Company in a Person, if as a result of that Investment,

               (a) that Person becomes a Restricted Subsidiary of the Company;
          or

               (b) that Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Wholly Owned Restricted
          Subsidiary of the Company;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10 hereof;

          (5) any Investment acquired solely in exchange for Equity Interests
     (other than Disqualified Stock) of the Company;


                                      13
<PAGE>


          (6) any Investment in a Person engaged in a Permitted Business (other
     than an Investment in an Unrestricted Subsidiary) having an aggregate Fair
     Market Value, taken together with all other Investments made pursuant to
     this clause (6) that are at that time outstanding, not to exceed 15% of
     Total Assets at the time of that Investment (with the Fair Market Value of
     each Investment being measured at the time made and without giving effect
     to subsequent changes in value);

          (7) Investments relating to any special purpose Wholly Owned
     Subsidiary of the Company organized in connection with a Receivables
     Facility that, in the good faith determination of the board of directors
     of the Company, are necessary or advisable to effect that Receivables
     Facility;

          (8) the Management Loans or Investments in Parent to fund Management
     Loans; and

          (9) Hedging Obligations permitted to be incurred under Section 4.09
     hereof or other hedging obligations designed to protect a Person against
     fluctuations in commodity prices, incurred in the ordinary course of
     business.

     "Permitted Junior Securities" means Equity Interests in the Company or
debt securities of the Company that are subordinated to all Senior Indebtedness
and any debt securities issued in exchange for Senior Indebtedness to
substantially the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Indebtedness.

     "Permitted Liens" means:

          (1) Liens on property or shares of a Person existing at the time that
     Person is merged into or consolidated with or acquired by the Company or
     any Restricted Subsidiary, provided that those Liens were not incurred in
     contemplation of that merger or consolidation or acquisition and do not
     secure any property or assets of the Company or any Restricted Subsidiary
     other than the property or assets subject to the Liens prior to that
     merger or consolidation or acquisition;

          (2) Liens existing on the date of this Indenture;

          (3) Liens securing Indebtedness consisting of Capitalized Lease
     Obligations, purchase money Indebtedness, mortgage financings, industrial
     revenue bonds or other monetary obligations (and all Obligations in
     respect thereof), in each case incurred solely for the purpose of
     financing all or any part of the purchase price or cost of construction or
     installation of assets used in the business of the Company or its
     Restricted Subsidiaries, or repairs, additions or improvements to those
     assets (including Capital Stock of any Person owning such assets),
     provided that:

               (a) those Liens secure Indebtedness in an amount not in excess
          of the original purchase price or the original cost of any such
          assets or repair, additional or improvement thereto (plus an amount
          equal to the reasonable fees and expenses in connection with the
          incurrence of that Indebtedness);

               (b) those Liens do not extend to any other assets of the Company
          or its Restricted Subsidiaries (and, in the case of repair, addition
          or improvements to any such assets, that Lien extends only to the
          assets (and improvements thereto or thereon) repaired, added to or
          improved);


                                      14
<PAGE>


               (c) the Incurrence of that Indebtedness is permitted by Section
          4.09 hereof; and

               (d) those Liens attach within 365 days of that purchase,
          construction, installation, repair, addition or improvement;

          (4) Liens to secure any refinancings, renewals, extensions,
     modification or replacements (collectively, "refinancing") (or successive
     refinancings), in whole or in part, of any Indebtedness secured by Liens
     referred to in the clauses above (and all Obligations in respect thereof)
     so long as that Lien does not extend to any other property (other than
     improvements thereto);

          (5) Liens securing surety bonds or letters of credit entered into in
     the ordinary course of business and consistent with past business
     practice;

          (6) Liens on and pledges of the capital stock of any Unrestricted
     Subsidiary securing Non-Recourse Debt of that Unrestricted Subsidiary;

          (7) Liens securing (a) Indebtedness (including all Obligations) under
     any Credit Facility and (b) Hedging Obligations payable to a lender under
     the Credit Agreement or an Affiliate thereof or to a Person that was a
     lender or Affiliate thereof at the time the contract was entered into to
     the extent such Hedging Obligations are secured by Liens on assets also
     securing Indebtedness (including all Obligations in respect thereof) under
     the Credit Agreement; and

          (8) other Liens securing Indebtedness that is permitted by the terms
     of this Indenture to be outstanding having an aggregate principal amount
     at any one time outstanding not to exceed $50.0 million.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued within 60 days after repayment of,
in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of the Company or any of
its Restricted Subsidiaries; provided that:

          (1) the principal amount (or accreted value, if applicable) of that
     Permitted Refinancing Indebtedness does not exceed the principal amount of
     (or accreted value, if applicable), plus premium, if any, and accrued
     interest on the Indebtedness so extended, refinanced, renewed, replaced,
     defeased or refunded (plus the amount of reasonable expenses incurred in
     connection therewith);

          (2) that Permitted Refinancing Indebtedness has a final maturity date
     no earlier 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 Indebtedness being extended, refinanced, renewed,
     replaced, defeased or refunded; and

          (3) if the Indebtedness being extended, refinanced, renewed,
     replaced, defeased or refunded is subordinated in right of payment to the
     Notes, that Permitted Refinancing Indebtedness is subordinated in right of
     payment to, the Notes on terms at least as favorable, taken as a whole, to
     the holders of Notes as those contained in the documentation governing the
     Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded.


                                      15
<PAGE>


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

     "Principals" means (i) the DLJ Merchant Banking funds and (ii) except for
purposes of Section 4.15 hereof, any Person that acquires Equity Interests of
Parent from a Principal.

     "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

     "Public Equity Offering" means (1) any issuance of common stock by the
Company, other than to Parent and other than Disqualified Stock, and (2) any
issuance of common stock or preferred stock by Parent, other than Disqualified
Stock that is registered pursuant to the Securities Act, other than issuances
registered on Form S-8 and issuances registered on Form S-4, excluding
issuances of common stock pursuant to employee benefit plans of Parent or the
Company or otherwise as compensation to employees of Parent or the Company.

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

     "Qualified Proceeds" means any of the following or any combination of the
following:

          (1) cash;

          (2) Cash Equivalents;

          (3) assets (other than Investments) that are used or useful in a
     Permitted Business; and

          (4) the Capital Stock of any Person engaged in a Permitted Business
     if, in connection with the receipt by the Company or any Restricted
     Subsidiary of the Company of that Capital Stock,

               (a) that Person becomes a Restricted Subsidiary of the Company
          or any Restricted Subsidiary of the Company; or

               (b) that 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 any Restricted Subsidiary of the
          Company.

     "Receivables Facility" means one or more receivables financing facilities,
as amended from time to time, pursuant to which the Company or any of its
Restricted Subsidiaries sells its accounts receivable to an Accounts Receivable
Subsidiary.

     "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold
in connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of April 23, 2004, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time; and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the


                                      16
<PAGE>


other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

     "Regulation S" means Regulation S promulgated under the Securities Act.
"Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and deposited with or
on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the
Regulation S Temporary Global Note upon expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto bearing the Global Note Legend and the Private
Placement Legend deposited with or on behalf of and registered in the name of
the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.

     "Related Party" means, with respect to any Principal,

          (1) any controlling stockholder or partner of that Principal on the
     date of this Indenture; or

          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding (directly or through one or more Subsidiaries) a 51% or more
     controlling interest of which consist of the Principals and/or such other
     Persons referred to in the immediately preceding clauses (1) or (2).

     "Representative" means the Indenture trustee or other trustee, agent or
representative for any Senior Debt.

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

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

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

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

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

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


                                      17
<PAGE>


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

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated under the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Secured Notes" means the Company's Second Priority Senior Secured
Floating Rate Notes issued pursuant to the Secured Notes Indenture.

     "Secured Notes Indenture" means the indenture governing the Secured Notes
dated as of April 23, 2004 by and among the Company, the Guarantors and Law
Debenture Trust Company of New York.

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

     "Senior Indebtedness" means,

          (1) all Obligations of that Person outstanding under the Credit
     Agreement and all Hedging Obligations payable to a lender or an Affiliate
     thereof or to a Person that was a lender or an Affiliate thereof at the
     time the contract was entered into under the Credit Agreement or any of
     its Affiliates, including, without limitation, interest accruing
     subsequent to the filing of, or which would have accrued but for the
     filing of, a petition for bankruptcy, whether or not that interest is an
     allowable claim in that bankruptcy proceeding;

          (2) all Obligations under the Secured Notes;

          (3) any other Indebtedness, unless the instrument under which that
     Indebtedness is incurred expressly provides that it is subordinated in
     right of payment to any other Senior Indebtedness of that Person; and

          (4) all Obligations with respect to the foregoing.

     Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include:

               (a) any liability for federal, state, local or other taxes;

               (b) any Indebtedness of that Person to any of its Subsidiaries;

               (c) any trade payables; or

               (d) any Indebtedness that is incurred in violation of this
          Indenture.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in either clause (1) or clause (2) of Article 1, Rule
1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as that
Regulation is in effect on the date hereof.

     "Spot Rate" means, for any currency, the spot rate at which that currency
is offered for sale against United States dollars as determined by reference to
the New York foreign exchange selling rates, as


                                      18
<PAGE>


published in The Wall Street Journal on that date of determination for the
immediately preceding business day or, if that rate is not available, as
determined in any publicly available source of similar market data.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which that payment of
interest or principal was scheduled to be paid in the original documentation
governing that Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subordinated Note Obligations" means all Obligations with respect to the
Notes, including, without limitation, principal, premium, if any, interest and
Liquidated Damages, if any, payable pursuant to the terms of the Notes
(including upon the acceleration or redemption thereof), together with and
including any amounts received or receivable upon the exercise of rights of
rescission or other rights of action, including claims for damages, or
otherwise.

     "Subsidiary" means, with respect to any Person,

          (1) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock
     entitled (without regard to the occurrence of any contingency) to vote in
     the election of directors, managers or trustees thereof is at the time
     owned or controlled, directly or indirectly, by that Person or one or more
     of the other Subsidiaries of that Person (or a combination thereof); and

          (2) any partnership or limited liability company,

               (a) the sole general partner or the managing general partner or
          managing member of which is that Person or a Subsidiary of that
          Person; or

               (b) the only general partners or managing members of which are
          that Person or of one or more Subsidiaries of that Person (or any
          combination thereof).

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.ss.ss.
77aaa-77bbbb).

     "Tax Sharing Agreement" means any tax sharing agreement or arrangement
between the Company and Parent, as the same may be amended from time to time;
provided that in no event shall the amount permitted to be paid pursuant to all
such agreements and/or arrangements exceed the amount the Company would be
required to pay for income taxes were it to file a consolidated tax return for
itself and its consolidated Restricted Subsidiaries as if it were a corporation
that was a parent of a consolidated group.

     "Total Assets" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet (excluding
the footnotes thereto) of the Company.

     "Trustee" means Law Debenture Trust Company of New York until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

     "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.


                                      19
<PAGE>


     "Unrestricted Subsidiary" means (1) Anvil International LLC, (2) Nipples
el Superior de Mexico S.A. de C.V. and (3) any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a board
resolution, but only to the extent that Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Company or any Restricted Subsidiary of the Company
     unless the terms of any such agreement, contract, arrangement or
     understanding are permitted by Section 4.11 hereof;

          (3) is a Person with respect to which neither the Company nor any of
     its Restricted Subsidiaries has any direct or indirect obligation (other
     than Investments described in clause (7) of the definition of Permitted
     Investments),

               (a) to subscribe for additional Equity Interests; or

               (b) to maintain or preserve that Person's financial condition or
          to cause that Person to achieve any specified levels, of operating
          results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of its
     Restricted Subsidiaries.

     Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the trustee a certified copy of the board resolution
giving effect to that designation and an Officers' Certificate certifying that
designation complied with the foregoing conditions and was permitted by Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet
the foregoing requirements as a Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of that Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of that date (and, if that Indebtedness is not
permitted to be incurred as of that date under the covenant described under
Section 4.09 hereof, the Company shall be in default of Section 4.09).

     The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that the
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of that Unrestricted
Subsidiary and that designation shall only be permitted if:

          (1) that Indebtedness is permitted under Section 4.09 hereof; and

          (2) no Default or Event of Default would be in existence following
     that designation.

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

     "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:


                                      20
<PAGE>


          (1) 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 of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

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

     "Wholly Owned Subsidiary" of any Person means a Subsidiary of that 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 that
Person or by one or more Wholly Owned Subsidiaries of that Person.


Section 1.02   Other Definitions.

                                                                      Defined in
        Term                                                            Section
        ----                                                            -------
        "Affiliate Transaction".....................................     4.11
        "Asset Sale Offer"..........................................     3.09
        "Authentication Order"......................................     2.02
        "Change of Control Offer"...................................     4.15
        "Change of Control Payment".................................     4.15
        "Change of Control Payment Date"............................     4.15
        "Covenant Defeasance".......................................     8.03
        "DTC".......................................................     2.03
        "Event of Default"..........................................     6.01
        "Excess Proceeds"...........................................     4.10
        "incur".....................................................     4.09
        "Legal Defeasance"..........................................     8.02
        "Offer Amount"..............................................     3.09
        "Offer Period"..............................................     3.09
        "Paying Agent"..............................................     2.03
        "Payment Default" ..........................................     6.01
        "Permitted Indebtedness"....................................     4.09
        "Purchase Date".............................................     3.09
        "Registrar".................................................     2.03
        "Restricted Payments".......................................     4.07
        "Subordinated Debt".........................................     4.07

Section 1.03  Incorporation by Reference of Trust Indenture Act.

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

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


                                      21
<PAGE>


     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

Section 1.04   Rules of Construction.

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

          (5) "will" shall be interpreted to express a command;

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

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

                                   ARTICLE 2
                                   THE NOTES

Section 2.01   Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

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


                                      22
<PAGE>


     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A1
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

          (1) a written certificate from the Depositary, together with copies
     of certificates from Euroclear and Clearstream certifying that they have
     received certification of non-United States beneficial ownership of 100%
     of the aggregate principal amount of the Regulation S Temporary Global
     Note (except to the extent of any beneficial owners thereof who acquired
     an interest therein during the Restricted Period pursuant to another
     exemption from registration under the Securities Act, all as contemplated
     by Section 2.06(b) hereof); and

          (2) an Officers' Certificate from the Company.

     Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S
Permanent Global Note, the Trustee will cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary
Global Note and the Regulation S Permanent Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee, as the case may be, in connection with transfers
of interest as hereinafter provided.

          (3) Euroclear and Clearstream Procedures Applicable. The provisions
     of the "Operating Procedures of the Euroclear System" and "Terms and
     Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
     will be applicable to transfers of beneficial interests in the Regulation
     S Temporary Global Note and the Regulation S Permanent Global Note that
     are held by Participants through Euroclear or Clearstream.

Section 2.02   Execution and Authentication.

     At least one Officer must sign the Notes for the Company by manual or
facsimile signature.


                                      23
<PAGE>


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

     A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee will, upon receipt of a written order of the Company signed by
two Officers (an "Authentication Order"), authenticate Notes for (i) original
issue, up to the aggregate principal amount stated in paragraph 4 of the Notes
and (ii) Additional Notes in such amounts as may be specified from time to time
without limit, subject to Article 4 hereof. Additional Notes shall have the
same terms in all respects as the Notes, or similar in all respects except for
the payment of interest on the Notes (1) scheduled and paid prior to the date
of issuance of those Additional Notes or (2) payable on the first Interest
Payment Date following that date of issuance. The Notes and any Additional
Notes will be treated as a single class for all purposes under this Indenture.
In addition, the Trustee shall authenticate upon receipt of an Authentication
Order other Notes issued in exchange therefor from time to time. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate
principal amount of Notes authorized for issuance by the Company pursuant to
one or more Authentication Orders, except as provided in Section 2.07 hereof.

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

Section 2.03   Registrar and Paying Agent.

     The Company will 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
will keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

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

Section 2.04   Paying Agent to Hold Money in Trust.

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


                                      24
<PAGE>


further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it will 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 will serve as
Paying Agent for the Notes.

Section 2.05   Holder Lists.

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

Section 2.06   Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Company for Definitive Notes if:

          (1) the Company delivers to the Trustee notice from the Depositary
     that it is unwilling or unable to continue to act as Depositary or that it
     is no longer a clearing agency registered under the Exchange Act and, in
     either case, a successor Depositary is not appointed by the Company within
     120 days after the date of such notice from the Depositary;

          (2) the Company in its sole discretion determines that the Global
     Notes (in whole but not in part) should be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee; provided that
     in no event shall the Regulation S Temporary Global Note be exchanged by
     the Company for Definitive Notes prior to (A) the expiration of the
     Restricted Period and (B) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

          (3) there has occurred and is continuing a Default or Event of
     Default with respect to the Notes.

     Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof upon prior written notice given to the Trustee by or on behalf of
the Depositary.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those
set forth herein


                                      25
<PAGE>


to the extent required by the Securities Act. Transfers of beneficial interests
in the Global Notes also will require compliance with either subparagraph (1)
or (2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend. Beneficial
     interests in any Unrestricted Global Note may be transferred to Persons
     who take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note. No written orders or instructions shall be
     required to be delivered to the Registrar to effect the transfers
     described in this Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

               (A) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to credit or
               cause to be credited a beneficial interest in another Global
               Note in an amount equal to the beneficial interest to be
               transferred or exchanged; and

                    (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

               (B) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged; and

                    (ii) instructions given by the Depositary to the Registrar
               containing information regarding the Person in whose name such
               Definitive Note shall be registered to effect the transfer or
               exchange referred to in (1) above; provided that in no event
               shall Definitive Notes be issued upon the exchange of beneficial
               interests in the Regulation S Temporary Global Note prior to (A)
               the expiration of the Restricted Period and (B) the receipt by
               the Registrar of any certificates required pursuant to Rule 903
               under the Securities Act.

Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.


                                      26
<PAGE>


          (3) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(2) above and the
     Registrar receives the following:

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

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

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(2) above and:

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

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

               (C) the Registrar receives the following:

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

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (C), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order
          to maintain compliance with the Securities Act.


                                      27
<PAGE>


     If any such transfer is effected pursuant to subparagraph (B) or (C) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (C)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.


                                      28
<PAGE>


          (2) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (A) the
     expiration of the Restricted Period and (B) the receipt by the Registrar
     of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer acquiring Notes directly from the Company, (ii) a
          Person participating in the distribution of the Exchange Notes or
          (iii) a Person who is an affiliate (as defined in Rule 144) of the
          Company;

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

               (C) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for an Unrestricted Definitive Note, a certificate from
               such holder in the form of Exhibit C hereto, including the
               certifications in item (1)(b) thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of an Unrestricted Definitive Note, a certificate from such
               holder in the form of Exhibit B hereto, including the
               certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (C), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order
          to maintain compliance with the Securities Act.

          (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an
     Unrestricted Global Note proposes to exchange such beneficial interest for
     a Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Definitive Note, then, upon
     satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
     Trustee will cause the aggregate principal amount of the applicable Global
     Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
     Company will execute and the Trustee will authenticate and deliver to the
     Person


                                      29
<PAGE>


     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(4) will be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest requests through instructions to the
     Registrar from or through the Depositary and the Participant or Indirect
     Participant. The Trustee will deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(4)
     will not bear the Private Placement Legend.

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

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

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

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

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

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

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

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer acquiring Notes directly from the
          Company, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;


                                      30
<PAGE>


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

               (C) the Registrar receives the following:

                    (i) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the
               Unrestricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (1)(c) thereof; or

                    (ii) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (C), if the
     Registrar so requests or if the Applicable Procedures so require, an
     Opinion of Counsel in form reasonably acceptable to the Registrar to the
     effect that such exchange or transfer is in compliance with the Securities
     Act and that the restrictions on transfer contained herein and in the
     Private Placement Legend are no longer required in order to maintain
     compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(C)(2), the Trustee will cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global
     Note or transfer such Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Note at any time. Upon receipt of a request for such an exchange or
     transfer, the Trustee will cancel the applicable Unrestricted Definitive
     Note and increase or cause to be increased the aggregate principal amount
     of one of the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(C)
     or (3) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company will issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee will
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

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


                                      31
<PAGE>


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

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

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

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B
          hereto, including the certifications, certificates and Opinion of
          Counsel required by item (3) thereof, if applicable.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer acquiring Notes directly from the
          Company, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

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

               (C) the Registrar receives the following:

                    (i) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (ii) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (C), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Registrar to the effect that such exchange or
          transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private
          Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.


                                      32
<PAGE>


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

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

          (1) one or more Unrestricted Global Notes in an aggregate principal
     amount equal to the principal amount of the beneficial interests in the
     Restricted Global Notes accepted for exchange in the Exchange Offer by
     Persons that certify in the applicable Letters of Transmittal that (A)
     they are not Broker-Dealers acquiring Notes directly from the Company, (B)
     they are not participating in a distribution of the Exchange Notes and (C)
     they are not affiliates (as defined in Rule 144) of the Company; and

          (2) Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes accepted
     for exchange in the Exchange Offer by Persons that certify in the
     applicable Letters of Transmittal that (A) they are not Broker-Dealers
     acquiring Notes directly from the Company, (B) they are not participating
     in a distribution of the Exchange Notes and (C) they are not affiliates
     (as defined in Rule 144) of the Company.

     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     The Company may issue, and upon receipt of an authentication order the
Trustee will authenticate, Exchange Notes with respect to the Notes to be sold
using a Shelf Registration Statement.

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

          (1) Private Placement Legend.

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

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


                                      33
<PAGE>


WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN
THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE
PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof), any Regulation
          S Permanent Global Note and any Additional Notes issued in
          transactions registered with the SEC will not bear the Private
          Placement Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED


                                      34
<PAGE>


BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN."

          (3) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note will bear a Legend in substantially the following
     form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

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

     (i) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Company
     will execute and the Trustee will authenticate Global Notes and Definitive
     Notes upon receipt of an Authentication Order in accordance with Section
     2.02 hereof or at the Registrar's request.

          (2) No service charge will be made to a Holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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

          (4) All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     will be the valid obligations of the Company,


                                      35
<PAGE>


     evidencing the same debt, and entitled to the same benefits under this
     Indenture, as the Global Notes or Definitive Notes surrendered upon such
     registration of transfer or exchange.

          (5) Neither the Registrar nor the Company will be required:

               (A) to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption under Section
          3.02 hereof and ending at the close of business on the day of
          selection;

               (B) to register the transfer of or to exchange any Note selected
          for redemption in whole or in part, except the unredeemed portion of
          any Note being redeemed in part; or

               (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

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

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

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

Section 2.07   Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

Section 2.08   Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Note; however, Notes held by the


                                      36
<PAGE>


Company or a Subsidiary of the Company shall not be deemed to be outstanding
for purposes of Section 3.07(a) hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

Section 2.09   Treasury Notes.

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

Section 2.10   Temporary Notes.

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

     Holders of temporary Notes will be entitled to all of the benefits of this
Indenture.

Section 2.11   Cancellation.

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

Section 2.12   Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will 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 will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may


                                      37
<PAGE>


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) will mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.

Section 2.13   CUSIP and CINS Numbers.

     The Company in issuing the Notes may use "CUSIP" and "CINS" numbers, and
the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or
exchange or in Offers to Purchase as a convenience to Holders, the notice to
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption or
exchange or Offer to Purchase. The Company will promptly notify the Trustee of
any change in the CUSIP or CINS numbers.

                                   ARTICLE 3
                           REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

          (1) the clause of this Indenture pursuant to which the redemption
     shall occur;

          (2) the redemption date;

          (3) the principal amount of Notes to be redeemed; and

          (4) the redemption price.

Section 3.02   Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if otherwise on a pro rata basis.

     In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be


                                      38
<PAGE>


redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also
apply to portions of Notes called for redemption or purchase.

Section 3.03   Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture pursuant to Articles 8 or 12 hereof.

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

          (1) the redemption date;

          (2) the redemption price;

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

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

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

          (6) 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;

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

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

Section 3.04   Effect of Notice of Redemption.

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


                                      39
<PAGE>


Section 3.05   Deposit of Redemption or Purchase Price.

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

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06   Notes Redeemed or Purchased in Part.

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

Section 3.07   Optional Redemption.

     (a) At any time on or prior to May 1, 2007, the Company may redeem up to
35% of the aggregate principal amount of Notes from time to time originally
issued under this Indenture in cash at a redemption price of 110.000% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the redemption date, with the net cash proceeds of
one or more Public Equity Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes from time
     to time originally issued under this Indenture remains outstanding
     immediately after the occurrence of the redemption; and

          (2) the redemption shall occur within 90 days of the date of the
     closing of any such Public Equity Offering.

     (b) Except pursuant to the preceding paragraph, the Notes will not
redeemable at the Company's option prior to May 1, 2007.

     (c) On and after May 1, 2008, the Notes will be subject to redemption at
any time at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice to each Holder and the Trustee, in cash at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable


                                      40
<PAGE>


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



Year                                                                  Percentage
----                                                                  ----------

2008................................................................    105.000%
2009................................................................    102.500%
2010 and thereafter.................................................    100.000%


     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08   Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09   Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

     The Asset Sale Offer shall be made to all Holders. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company will apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased will be made in the same manner as interest
payments are made.

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

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

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     will remain open;

          (2) the Offer Amount, the purchase price and the Purchase Date;

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


                                      41
<PAGE>


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

          (5) that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may elect to have Notes purchased in integral multiples
     of $1,000 only;

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

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

          (8) that, if the aggregate principal amount of Notes surrendered by
     holders thereof exceeds the Offer Amount, the Trustee will select the
     Notes to be purchased in compliance with the requirements of any national
     securities exchange on which the Notes are listed or, if not listed, on a
     pro rata basis based on the principal amount of Notes surrendered (with
     such adjustments as may be deemed appropriate by the Company so that only
     Notes in denominations of $1,000, or integral multiples thereof, will be
     purchased); and

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

     On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
will deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, will promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company will promptly issue a new
Note, and the Trustee, upon written request from the Company, will authenticate
and mail or deliver (or cause to be transferred by book entry) such new Note to
such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company will publicly announce the
results of the Asset Sale Offer on the Purchase Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                      42
<PAGE>


                                   ARTICLE 4
                                   COVENANTS

Section 4.01   Payment of Notes.

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

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

Section 4.02   Maintenance of Office or Agency.

     The Company will 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 will 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 fails to maintain any such required office or agency or fails
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 will 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 will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

Section 4.03   Reports.

     Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company will furnish to the Holders of Notes:

     (a) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file those Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants; and


                                      43
<PAGE>


     (b) all current reports that would be required to be filed with the SEC on
Form 8-K if the Company were required to file those reports, in each case,
within the time periods specified in the SEC's rules and regulations.

     In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required rules and
regulations of the SEC, the Company will file a copy of all that information
and reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make that
information available to securities analysts and prospective investors upon
request.

     In addition, for so long as any Notes remain outstanding, the Company and
the Guarantors will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04   Compliance Certificate.

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

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 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) So long as any of the Notes are outstanding, the Company will deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05   Taxes.

     The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by


                                      44
<PAGE>


appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

Section 4.06   Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it will 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 of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been
enacted.

Section 4.07   Restricted Payments.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other payment or
     distribution on account of the Company's or any of its Restricted
     Subsidiaries' Equity Interests other than (x) dividends or (y)
     distributions payable in Equity Interests (other than Disqualified Stock)
     of the Company or dividends or distributions payable to the Company or any
     Wholly Owned Restricted Subsidiary of the Company;

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

          (3) make any principal payment on or with respect to, or purchase,
     redeem, defease or otherwise acquire or retire for value, any Indebtedness
     of the Company or any Guarantor that is contractually subordinated to the
     Notes or any Note Guarantee ("Subordinated Debt"), except a payment of
     interest or principal at the Stated Maturity thereof; or

          (4) make any Restricted Investment

(all payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to that Restricted Payment:

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

          (2) the Company would, immediately after giving pro forma effect
     thereto as if that Restricted Payment had been made at the beginning of
     the applicable four-quarter period, have been permitted to incur at least
     $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
     Ratio test set forth in the first paragraph of Section 4.09 hereof; and

          (3) that Restricted Payment together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the date of this


                                      45
<PAGE>


     Indenture (excluding Restricted Payments permitted by clauses (1) (to the
     extent that the declaration of any dividend referred to therein reduces
     amounts available for Restricted Payments pursuant to this clause (3)),
     (2) through (13), (15) and (16) of the next succeeding paragraph of this
     Section 4.07), is less than the sum, without duplication, of:

               (a) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) commencing January 1, 2004 to
          the end of the Company's most recently ended fiscal quarter for which
          internal financial statements are available at the time of that
          Restricted Payment (or, if Consolidated Net Income for that period is
          a deficit, less 100% of the deficit); plus

               (b) 100% of the Qualified Proceeds received by the Company on or
          after the date of this Indenture from contributions to the Company's
          capital or from the issue or sale on or after the date of this
          Indenture of Equity Interests of the Company or of Disqualified Stock
          or convertible debt securities of the Company to the extent that they
          have been converted into those Equity Interests, other than Equity
          Interests, Disqualified Stock or convertible debt securities sold to
          a Subsidiary of the Company and Disqualified Stock or convertible
          debt securities that have been converted into Disqualified Stock;
          plus

               (c) the amount equal to the net reduction in Investments in
          Persons after the date of this Indenture who are not Restricted
          Subsidiaries (other than Permitted Investments) resulting from:

                    (i) Qualified Proceeds received as a dividend, repayment of
               a loan or advance or other transfer of assets (valued at the
               Fair Market Value thereof) to the Company or any Restricted
               Subsidiary from those Persons;

                    (ii) Qualified Proceeds received upon the sale or
               liquidation of those Investments; and

                    (iii) the redesignation of Unrestricted Subsidiaries
               (excluding any increase in the amount available for Restricted
               Payments pursuant to clause (11) below arising from the
               redesignation of that Unrestricted Subsidiary) whose assets are
               used or useful in, or which is engaged in, one or more Permitted
               Business as Restricted Subsidiaries (valued, proportionate to
               the Company's equity interest in that Subsidiary, at the Fair
               Market Value of the net assets of that Subsidiary at the time of
               that redesignation).

     The foregoing provisions will not prohibit:

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

          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness or Equity Interests of the
     Company in exchange for, or out of the net cash proceeds of the
     substantially concurrent sale (other than to a Subsidiary of the Company)
     of other Equity Interests of the Company (other than any Disqualified
     Stock), provided that the amount of any such net cash proceeds that are
     utilized for any such redemption, repurchase,


                                      46
<PAGE>


     retirement, defeasance or other acquisition shall be excluded from clause
     (3)(b) of the preceding paragraph;

          (3) the defeasance, redemption, repurchase, retirement or other
     acquisition of subordinated Indebtedness with the net cash proceeds from
     an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

          (4) payments and transactions in connection with (x) the Financial
     Advisory Agreement, not to exceed $500,000 in any one calendar year, and
     (y) the Offerings and the Credit Agreement (including commitment,
     syndication and arrangement fees payable thereunder) and the application
     of the proceeds thereof, including to make a dividend or distribution to
     Parent, and the payment of fees and expenses with respect thereto;

          (5) the payment of dividends or the making of loans or advances by
     the Company to Parent not to exceed $2.0 million in any fiscal year for
     costs and expenses incurred by Parent in its capacity as a holding company
     for services rendered by Parent on behalf of the Company;

          (6) payments or distributions to Parent pursuant to any Tax Sharing
     Agreement;

          (7) the payment of dividends by a Restricted Subsidiary on any class
     of common stock of that Restricted Subsidiary if:

               (a) that dividend is paid pro rata to all holders of that class
          of common stock; and

               (b) at least 51% of that class of common stock is held by the
          Company or one or more of its Restricted Subsidiaries;

          (8) the repurchase of any class of common stock of a Restricted
     Subsidiary if:

               (a) that repurchase is made pro rata with respect to that class
          of common stock; and

               (b) at least 51% of that class of common stock is held by the
          Company or one or more of its Restricted Subsidiaries;

          (9) (the declaration and payment of dividends to holders of any class
     or series of Disqualified Stock of the Company or any Restricted
     Subsidiary issued on or after the date of this Indenture in accordance
     with Section 4.09 hereof; provided that no Default or Event of Default
     shall have occurred and be continuing immediately after making that
     Restricted Payment;

          (10) repurchases of Equity Interests deemed to occur upon exercise of
     stock options if those Equity Interests represent a portion of the
     exercise price of those options;

          (11) any other Restricted Payment (other than a Restricted Payment of
     a type described in clause (1) of the first paragraph of this Section
     4.07) which, together with all other Restricted Payments made pursuant to
     this clause (11) since the date of this Indenture, does not exceed $40.0
     million, in each case, after giving effect to all subsequent reductions in
     the amount of any Restricted Investment made pursuant to this clause (11)
     either as a result of (i) the repayment or disposition thereof for cash or
     (ii) the redesignation of an Unrestricted Subsidiary as a Restricted
     Subsidiary (valued, proportionate to the Company's equity interest in that
     Subsidiary


                                      47
<PAGE>


     at the time of that redesignation, at the Fair Market Value of the net
     assets of that Subsidiary at the time of that redesignation), in the case
     of clause (i) and (ii), not to exceed the amount of the Restricted
     Investment previously made pursuant to this clause (11); provided that no
     Default or Event of Default shall have occurred and be continuing
     immediately after making that Restricted Payment;

          (12) the pledge by the Company of the Capital Stock of an
     Unrestricted Subsidiary of the Company to secure Non-Recourse Debt of that
     Unrestricted Subsidiary;

          (13) the purchase, redemption or other acquisition or retirement for
     value of any Equity Interests of any Restricted Subsidiary issued after
     the date of this Indenture, provided that the aggregate price paid for any
     such repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed the sum of:

               (a) the amount of cash and Cash Equivalents received by that
          Restricted Subsidiary from the issue or sale thereof; and

               (b) any accrued dividends thereon the payment of which would be
          permitted pursuant to clause (9) above;

          (14) any Investment in an Unrestricted Subsidiary that is funded by
     Qualified Proceeds received by the Company on or after the date of this
     Indenture from contributions to the Company's capital or from the issue
     and sale on or after the date of this Indenture of Equity Interests of the
     Company or of Disqualified Stock or convertible debt securities to the
     extent they have been converted into that Equity Interests (other than
     Equity Interests, Disqualified Stock or convertible debt securities sold
     to a Subsidiary of the Company and other than Disqualified Stock or
     convertible debt securities that have been converted into Disqualified
     Stock) in an amount (measured at the time that Investment is made and
     without giving effect to subsequent changes in value) that does not exceed
     the amount of those Qualified Proceeds (excluding any such Qualified
     Proceeds to the extent utilized to permit a prior "Restricted Payment"
     pursuant to clause (3)(b) of the preceding paragraph);

          (15) distributions or payments of Receivables Fees; and

          (16) the payment of a dividend from Mueller to Parent on or about the
     date of the Indenture not to exceed an amount equal to the net proceeds of
     the Offerings and borrowings under the Credit Agreement on the date of
     this Indenture (less (x) amounts hereof used to repay Indebtedness and pay
     related fees and expenses and (y) $10.0 million).

     The board of directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. For purposes of making that designation, 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 Investments made at
the time of that designation. All such outstanding Investments will be deemed
to constitute Investments in an amount equal to the greater of

          (1) the net book value of that Investments at the time of that
     designation and

          (2) the Fair Market Value of that Investments at the time of that
     designation.


                                      48
<PAGE>


That designation will only be permitted if that Investment would be permitted
at that time and if that Restricted Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary.

     The amount of

          (1) all Restricted Payments (other than cash) shall be the Fair
     Market Value on the date of the Restricted Payment of the asset(s) or
     securities proposed to be transferred or issued by the Company or that
     Restricted Subsidiary, as the case may be, pursuant to the Restricted
     Payment and

          (2) Qualified Proceeds (other than cash) shall be the Fair Market
     Value on the date of receipt thereof by the Company of those Qualified
     Proceeds.

The Fair Market Value of any non-cash Restricted Payment shall be determined by
the Board of Directors of the Company whose resolution with respect thereto
shall be delivered to the Trustee.

     Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that the
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Restricted Payments" were computed.

Section 4.08   Dividend and Other Payment Restrictions Affecting Restricted
               Subsidiaries.

     (a) 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 encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) (a) pay dividends or make any other distributions to the Company
     or any of its Restricted Subsidiaries (i) on its Capital Stock or (ii)
     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;

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

     (b) The restrictions in Section 4.08(a) hereof will not apply to
encumbrances or restrictions existing under or by reason of:

          (1) Existing Indebtedness as in effect on the date of this Indenture;

          (2) the Credit Agreement and the Secured Notes Indenture as in effect
     as of the date of this Indenture, and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements
     or refinancings thereof; provided that the restrictions contained in any
     amendment, modification, restatement, renewal, increase, supplement,
     refunding, replacement or refinancing of the Credit Agreement or the
     Secured Notes Indenture are, in the good faith judgment of the Company `s
     board of directors, not materially less favorable, taken as a whole, to
     the holders of the Notes than those contained in the Credit Agreement or
     the Secured Notes Indenture;


                                      49
<PAGE>


          (3) this Indenture and the Notes;

          (4) applicable law and any applicable rule, regulation or order;

          (5) any agreement or instrument of a Person acquired by the Company
     or any of its Restricted Subsidiaries as in effect at the time of that
     acquisition (except to the extent created in contemplation of that
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired, provided that, in
     the case of Indebtedness, that Indebtedness was permitted by the terms of
     this Indenture to be incurred;

          (6) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

          (7) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions of the nature described in
     Section 4.08(a)(3) hereof on the property so acquired;

          (8) contracts for the sale of assets, including, without limitation,
     customary restrictions with respect to a Subsidiary pursuant to an
     agreement that has been entered into for the sale or disposition of all or
     substantially all of the Capital Stock or assets of that Subsidiary;

          (9) Permitted Refinancing Indebtedness, provided that the
     restrictions contained in the agreements governing that Permitted
     Refinancing Indebtedness are, in the good faith judgment of the Company's
     board of directors, not materially less favorable, taken as a whole, to
     the holders of the Notes than those contained in the agreements governing
     the Indebtedness being refinanced;

          (10) secured Indebtedness otherwise permitted to be incurred under
     the provisions of Sections 4.09 and 4.12 hereof that limit the right of
     the debtor to dispose of the assets securing that Indebtedness;

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;

          (12) other Indebtedness or Disqualified Stock of Restricted
     Subsidiaries permitted to be incurred subsequent to the Issuance Date
     pursuant to the provisions of Section 4.09 hereof;

          (13) customary provisions in joint venture agreements and other
     similar agreements entered into in the ordinary course of business; and

          (14) restrictions created in connection with any Receivables Facility
     that, in the good faith determination of the board of directors of the
     Company, are necessary or advisable to effect that Receivables Facility.

Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock

     (a) The Company

          (1) will not, and will not permit any of its Restricted Subsidiaries
     to, directly or indirectly, create, incur, issue, assume, guarantee or
     otherwise become directly or indirectly


                                      50
<PAGE>


     liable, contingently or otherwise, with respect to (collectively, "incur")
     any Indebtedness (including Acquired Indebtedness);

          (2) will not and will not permit any of its Restricted Subsidiaries
     to, issue any shares of Disqualified Stock; and

          (3) will not permit any of its Restricted Subsidiaries that is not a
     Guarantor to issue any shares of preferred stock;

provided that the Company or any Restricted Subsidiary may incur Indebtedness,
including Acquired Indebtedness, or issue shares of Disqualified Stock if the
Fixed Charge Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which that additional Indebtedness is
incurred or that Disqualified Stock is issued would have been at least 2.5 to
1, determined on a consolidated pro forma basis, including a pro forma
application of the net proceeds therefrom, as if the additional Indebtedness
had been incurred, or the Disqualified Stock had been issued, as the case may
be, at the beginning of that four-quarter period.

     (b) The provisions of Section 4.09(a) will not apply to the incurrence of
any of the following items of Indebtedness (collectively, "Permitted
Indebtedness"):

          (1) the incurrence by the Company and its Restricted Subsidiaries of
     Indebtedness under Credit Facilities; provided that the aggregate
     principal amount of all Indebtedness (with letters of credit being deemed
     to have a principal amount equal to the maximum potential liability of The
     Company and those Restricted Subsidiaries thereunder) then classified as
     having been incurred in reliance upon this clause (1) that remains
     outstanding under such Credit Facilities after giving effect to that
     incurrence does not exceed an amount equal to $665.0 million;

          (2) the incurrence by the Company and its Restricted Subsidiaries of
     Existing Indebtedness;

          (3) the incurrence by the Company of Indebtedness represented by the
     Secured Notes and the Notes and the applicable indentures and guarantees
     thereof by its Restricted Subsidiaries;

          (4) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations or
     other obligations, in each case, the proceeds of which are used solely for
     the purpose of financing all or any part of the purchase price or cost of
     construction or improvement of property, plant or equipment (including
     acquisitions of Capital Stock of a Person that becomes a Restricted
     Subsidiary to the extent of the Fair Market Value of the property, plant
     or equipment so acquired) used in the business of the Company or that
     Restricted Subsidiary, in an aggregate principal amount (or accreted
     value, as applicable), including all Permitted Refinancing Indebtedness to
     refund, refinance or replace such Indebtedness not to exceed $40.0 million
     outstanding after giving effect to that incurrence;

          (5) Indebtedness arising from agreements of the Company or any
     Restricted Subsidiary providing for indemnification, adjustment of
     purchase price or similar obligations, in each case, incurred or assumed
     in connection with the acquisition or disposition of any business, assets
     or a Subsidiary, other than guarantees of Indebtedness incurred by any
     Person acquiring all or any portion of such business, assets or Restricted
     Subsidiary for the purpose of financing that acquisition; provided that:


                                      51
<PAGE>


               (a) that Indebtedness is not reflected on the balance sheet of
          the Company or any Restricted Subsidiary (contingent obligations
          referred to in a footnote or footnotes to financial statements and
          not otherwise reflected on the balance sheet will not be deemed to be
          reflected on that balance sheet for purposes of this clause (a)); and

               (b) in the case of a disposition, the maximum assumable
          liability in respect of that Indebtedness shall at no time exceed the
          gross proceeds including non-cash proceeds (the Fair Market Value of
          those non-cash proceeds being measured at the time received and
          without giving effect to any subsequent changes in value) actually
          received by the Company and/or that Restricted Subsidiary in
          connection with that disposition;

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace
     Indebtedness (other than intercompany Indebtedness) that is then
     classified as having been incurred pursuant to paragraph (a) of this
     Section 4.09 or by clauses (2), (3), (4), (6), (10) or (12) of paragraph
     (b) of Section 4.09;

          (7) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company
     and/or any of its Restricted Subsidiaries; provided that:

               (a) if the Company is the obligor on that Indebtedness, that
          Indebtedness is expressly subordinated to the prior payment in full
          in cash of all Obligations with respect to the Notes; and

               (b) (i) 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 thereof and

                   (ii) any sale or other transfer of any such Indebtedness to a
          Person that is not either the Company or a Restricted Subsidiary
          thereof shall be deemed, in each case, to constitute an incurrence of
          that Indebtedness by the Company or that Restricted Subsidiary, as
          the case may be, that was not permitted by this clause (7);

          (8) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging;

               (a) interest rate risk with respect to any Indebtedness that is
          permitted by the terms of this indenture to be outstanding; or

               (b) exchange rate risk of that Person;

     provided that those agreements do not increase the Indebtedness of the
     obligor outstanding at any time other than as a result of fluctuations in
     foreign currency exchange rates or interest rates or by reason of fees,
     indemnities and compensation payable thereunder;

          (9) the guarantee by the Company or any of its Restricted
     Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of
     the Company that was permitted to be incurred by another provision of this
     covenant;


                                      52
<PAGE>


          (10) the incurrence by the Company or any of its Restricted
     Subsidiaries of Acquired Indebtedness; provided that the Company would
     have a higher Fixed Charge Coverage Ratio immediately after giving pro
     forma effect to such incurrence than the Fixed Charge Coverage Ratio
     immediately prior to such incurrence;

          (11) obligations in respect of trade letters of credit, performance
     and surety bonds and completion guarantees (including related letters of
     credit) provided by the Company or any Restricted Subsidiary in the
     ordinary course of business; and

          (12) the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) outstanding after giving effect to that
     incurrence, including all Permitted Refinancing Indebtedness incurred to
     refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (12), not to exceed $20.0 million.

     For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (12)
above or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify that item of
Indebtedness in any manner that complies with this Section 4.09 and that item
of Indebtedness will be treated as having been incurred pursuant to only one of
those clauses or pursuant to the first paragraph hereof. The Company may, at
any time, change the classification of an item of Indebtedness (or any portion
thereof) to any other clause or to the first paragraph hereof; provided that
the Company would be permitted to incur that item of Indebtedness (or that
portion thereof) pursuant to that other clause or the first paragraph hereof,
as the case may be, at the time of reclassification. The accrual of interest,
accretion or amortization of original issue discount will not be deemed to be
an incurrence of Indebtedness for purposes of this Section 4.09.

Section 4.10   Asset Sales.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Company or the Restricted Subsidiary, as the case may be,
     receives consideration at the time of that Asset Sale at least equal to
     the Fair Market Value (evidenced by a resolution of the board of directors
     set forth in an Officers' Certificate delivered to the Trustee) of the
     assets or Equity Interests issued or sold or otherwise disposed of; and

          (2) at least 75% of the consideration therefor received by the
     Company or the Restricted Subsidiary is in the form of:

               (a) cash or Cash Equivalents; or

               (b) property or assets that are used or useful in a Permitted
          Business, or the Capital Stock of any Person engaged in a Permitted
          Business if, as a result of the acquisition by the Company or any
          Restricted Subsidiary thereof, that Person becomes a Restricted
          Subsidiary.

     For the purposes of this provision, each of the following shall be deemed
     to be cash:

                    (i) any liabilities, as shown on the Company's or the
               Restricted Subsidiary's most recent balance sheet, of the
               Company or any Restricted


                                      53
<PAGE>


               Subsidiary (other than contingent liabilities and liabilities
               that are by their terms subordinated to the Notes or any
               guarantee thereof) that are assumed by the transferee of any
               such assets pursuant to a customary novation agreement that
               releases the Company or the Restricted Subsidiary from further
               liability;

                    (ii) any securities, notes or other obligations received by
               the Company or the Restricted Subsidiary from the transferee
               that are converted by the Company or the Restricted Subsidiary
               into cash or Cash Equivalents within 180 days of their receipt
               by the Company of the Restricted Subsidiary, but only to the
               extent of the cash or Cash Equivalents received; and

                    (iii) any Designated Noncash Consideration received by the
               Company or any of its Restricted Subsidiaries in that Asset Sale
               having an aggregate Fair Market Value, taken together with all
               other Designated Noncash Consideration received pursuant to this
               clause (iii) that is at that time outstanding, not to exceed 15%
               of Total Assets at the time of the receipt of that Designated
               Noncash Consideration, with the Fair Market Value of each item
               of Designated Noncash Consideration being measured at the time
               received and without giving effect to subsequent changes in
               value.

     The 75% limitation referred to in clause (2) above will not apply to any
Asset Sale in which the cash or Cash Equivalents portion of the consideration
received therefrom, determined in accordance with subclauses (i), (ii) and
(iii) above, is equal to or greater than what the after-tax proceeds would have
been had that Asset Sale complied with the aforementioned 75% limitation.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or the Restricted Subsidiary, as the case may be, shall apply the
Net Proceeds, at its option (or to the extent the Company is required to apply
the Net Proceeds pursuant to the terms of the Credit Agreement or the Secured
Notes Indenture), to:

          (1) repay or purchase Senior Indebtedness or Pari Passu Indebtedness
     of the Company or any Guarantor or Indebtedness of any Restricted
     Subsidiary that is not a Guarantor, as the case may be,

          provided that if the Company shall so repay or purchase Pari Passu
     Indebtedness of the Company;

               (a) it will equally and ratably reduce Indebtedness under the
          Notes if the Notes are then redeemable; or

               (b) if the Notes may not then be redeemed, the Company shall
          make an offer, in accordance with the procedures set forth below for
          an Asset Sale Offer, to all holders of Notes to purchase at a
          purchase price equal to 100% of the principal amount of the Notes,
          plus accrued and unpaid interest and liquidated damages, if any,
          thereon to the date of purchase, the Notes that would otherwise be
          redeemed; or

          (2)  (a) an investment in property, the making of a capital
     expenditure or the acquisition of assets that, in each case, are used or
     useful in a Permitted Business; or

               (b) the acquisition of Capital Stock of any Person primarily
          engaged in a Permitted Business if:


                                      54
<PAGE>


                    (x) as a result of the acquisition by the Company or any
               Restricted Subsidiary thereof, that Person becomes a Restricted
               Subsidiary; or

                    (y) the Investment in that Capital Stock is permitted by
               clause (6) of the definition of Permitted Investments.

Pending the final application of any Net Proceeds, the Company may temporarily
reduce Indebtedness or otherwise invest those Net Proceeds in any manner that
is not prohibited by this Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Company will be required to make an offer to all Holders of Notes (an
"Asset Sale Offer") to purchase the maximum principal amount of Notes that may
be purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the date of purchase, in accordance
with the procedures set forth herein.

     To the extent that any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes surrendered by holders thereof in connection with an Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased as set forth under Section 3.09 hereof. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

     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 those laws and regulations are applicable in connection with the
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of Section 3.09 hereof or this Section 4.10, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.10 by
virtue of such compliance.

Section 4.11   Transactions with Affiliates.

     (a) 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 transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless:

          (1) that Affiliate Transaction is on terms that are no less favorable
     to the Company or that Restricted Subsidiary than those that would have
     been obtained in a comparable transaction by the Company or that
     Restricted Subsidiary with an unrelated Person; and

          (2) the Company delivers to the Trustee, with respect to any
     Affiliate Transaction or series of related Affiliate Transactions:

               (a) for transactions involving aggregate consideration in excess
          of $7.5 million, a resolution of the Board of Directors set forth in
          an Officers' Certificate certifying that the relevant Affiliate
          Transaction complies with clause (1) of this


                                      55
<PAGE>


          Section 4.11 and that such Affiliate Transaction has been approved by
          a majority of the disinterested members of the Board of Directors;
          and

               (b) for transactions involving aggregate consideration in excess
          of $20.0 million, an opinion as to the fairness to the holders of
          that Affiliate Transaction from a financial point of view issued by
          an accounting, appraisal or investment banking firm of national
          standing.

     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a)
hereof:

          (1) customary directors' fees, indemnification or similar
     arrangements or any employment agreement or other compensation plan or
     arrangement entered into by the Company or any of its Restricted
     Subsidiaries in the ordinary course of business (including ordinary course
     loans to employees not to exceed (a) $5.0 million outstanding in the
     aggregate at any time and (b) $2.0 million to any one employee) and
     consistent with the past practice of the Company or that Restricted
     Subsidiary;

          (2) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (3) payments of customary fees by the Company or any of its
     Restricted Subsidiaries to the Principals and their Affiliates made for
     any financial advisory, financing, underwriting or placement services
     (whether structured as a fee or as an underwriting discount) or in respect
     of other commercial or investment banking activities, including, without
     limitation, in connection with acquisitions or divestitures which are
     approved by a majority of the board of directors in good faith;

          (4) any agreement as in effect on the date of this Indenture or any
     amendment thereto (so long as that amendment is not disadvantageous to the
     Holders of the Notes in any material respect) or any transaction
     contemplated thereby;

          (5) payments and transactions in connection with the Credit Agreement
     (including commitment, syndication and arrangement fees payable
     thereunder) and the Offerings, including underwriting discounts and
     commissions in connection therewith, and the application of the proceeds
     of each, and the payment of fees and expenses with respect thereto;

          (6) Restricted Payments that are permitted under Section 4.07 hereof
     and any Permitted Investments;

          (7) sales of accounts receivable, or participation therein, in
     connection with any Receivables Facility;

          (8) any issuance or sale of Equity Interests (other than Disqualified
     Stock) of the Company; and

          (9) transactions with joint venture and Unrestricted Subsidiaries on
     an arm's length basis approved by the Board of Directors.


                                      56
<PAGE>


Section 4.12   Liens.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien, other than a Permitted Lien, that secures obligations under any
Pari Passu Indebtedness or subordinated Indebtedness of the Company on any
asset or property now owned or hereafter acquired by the Company or any of its
Restricted Subsidiaries, or any income or profits therefrom or assign or convey
any right to receive income therefrom, unless the Notes are equally and ratably
secured with the obligations so secured until such time as those obligations
are no longer secured by a Lien; provided that, in any case involving a Lien
securing subordinated Indebtedness of the Company, that Lien is subordinated to
the Lien securing the Notes to the same extent that subordinated Indebtedness
is subordinated to the Notes.

Section 4.13   No Senior Subordinated Indebtedness.

     The Company will not:

          (a) Incur any Indebtedness that is subordinated or junior in right of
     payment to any Senior Indebtedness and senior in right of payment to the
     Notes and

          (b) no Guarantor will Incur any Indebtedness that is subordinate or
     junior in right of payment to any Senior Indebtedness and senior in right
     of payment to that Guarantor's Guarantee.

The foregoing does not apply to distinctions between categories of Indebtedness
that exist by reason of any Liens or Guarantees securing or in favor of some
but not all of such Indebtedness or securing such Indebtedness with greater or
lesser priority or with different collateral.

Section 4.14   Corporate Existence.

     Subject to Section 4.10 and Article 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect:

          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Subsidiaries, in accordance with the respective
     organizational documents (as the same may be amended from time to time) of
     the Company or any such Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of
     the Company and its Subsidiaries; provided, however, that the Company
     shall not be required to preserve any such right, license or franchise, or
     the corporate, partnership or other existence of any of its Subsidiaries,
     if the Board of Directors shall determine that the preservation thereof is
     no longer desirable in the conduct of the business of the Company and its
     Subsidiaries, taken as a whole, and that the loss thereof is not adverse
     in any material respect to the Holders of the Notes.

Section 4.15   Offer to Repurchase Upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company will make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of that Holder's Notes
at a purchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if
any, on the Notes repurchased to the date of repurchase, the "Change of Control
Payment"). Within 75 days following any Change of Control, the Company will or
will cause the Trustee to mail a notice to each


                                      57
<PAGE>


Holder and the Trustee describing the transaction or transactions that
constitute the Change of Control and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered will be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no
     earlier than 30 days and no later than 60 days from the date such notice
     is mailed (the "Change of Control Payment Date");

          (3) that any Note not tendered will continue to accrue interest;

          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest after the Change of Control
     Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer will be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" attached to the Notes
     completed, or transfer by book-entry transfer, to the Paying Agent at the
     address specified in the notice prior to the close of business on the
     third Business Day preceding the Change of Control Payment Date;

          (6) that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the second
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of Notes delivered for purchase, and a
     statement that such Holder is withdrawing his election to have the Notes
     purchased; and

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000
     in principal amount or an integral multiple thereof.

     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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.15 by virtue of such compliance.

     (b) On the Change of Control Payment Date, the Company will, to the extent
lawful:

          (1) accept for payment all Notes or portions of Notes properly
     tendered pursuant to the Change of Control Offer;

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

          (3) deliver or cause to be delivered to the Trustee the Notes
     properly accepted together with an Officers' Certificate stating the
     aggregate principal amount of Notes or portions of Notes being purchased
     by the Company.


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<PAGE>


     The Paying Agent will promptly mail to each Holder of Notes that properly
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. 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.

     Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Indebtedness or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Indebtedness to permit
the repurchase of Notes required by this Section 4.15.

     (c) Notwithstanding anything to the contrary in this Section 4.15, 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 4.15 and Section 3.09 hereof and purchases all Notes properly tendered
and not withdrawn under the Change of Control Offer.

Section 4.16   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:

          (1) the Company or that Restricted Subsidiary, as the case may be,
     could have:

               (a) incurred Indebtedness in an amount equal to the Attributable
          Indebtedness relating to that sale and leaseback transaction under
          Section 4.09 hereof; and

               (b) incurred a Lien to secure such Indebtedness pursuant to the
          provisions of Section 4.12 hereof;

          (2) the gross cash proceeds of that sale and leaseback transaction
     are at least equal to the Fair Market Value (as determined in good faith
     by the Board of Directors and set forth in an Officers' Certificate
     delivered to the trustee) of the property that is the subject of that sale
     and leaseback transaction; and

          (3) the transfer of assets in that sale and leaseback transaction is
     permitted by, and the Company applies the proceeds of such transaction in
     compliance with Section 4.10 hereof.

Section 4.17   Additional Note Guarantees.

     The indenture will provide that, if any Wholly-Owned Restricted Subsidiary
of the Company that is a Domestic Subsidiary guarantees any Indebtedness under
the Credit Agreement, then such Restricted Subsidiary shall become a Guarantor
and execute a supplemental indenture in the form of Exhibit F and deliver an
opinion of counsel, in accordance with the terms of this Indenture. The form of
such Note Guarantee is attached as Exhibit E hereto.


                                      59
<PAGE>


                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.

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

          (1) the Company is the surviving corporation or the Person formed by
     or surviving any such consolidation or merger (if other than the Company)
     or to which that sale, assignment, transfer, conveyance or other
     disposition shall have been made is a corporation, partnership or limited
     liability company organized or existing under the laws of the United
     States, any state thereof or the District of Columbia provided that if
     such Person is a limited liability company or partnership, a corporate
     Wholly Owned Restricted Subsidiary of such Person organized under the laws
     of the United States, any state thereof or the District of Columbia
     becomes a co-issuer of the Notes in connection therewith;

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

          (3) immediately after that transaction no Default or Event of Default
     exists; and

          (4) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which that
     sale, assignment, transfer, conveyance or other disposition shall have
     been made

               (a) will, at the time of such transaction and after giving pro
          forma effect thereto as if that transaction had occurred at the
          beginning of the applicable four-quarter period, be permitted to
          incur at least $1.00 of additional Indebtedness pursuant to the Fixed
          Charge Coverage Ratio test set forth in Section 4.09(a) hereof or

               (b) would, together with its Restricted Subsidiaries, have a
          higher Fixed Charge Coverage Ratio immediately after that transaction
          (after giving pro forma effect thereto as if that transaction had
          occurred at the beginning of the applicable four-quarter period) than
          the Fixed Charge Coverage Ratio of the Company and its Restricted
          Subsidiaries immediately prior to that transaction.

     The foregoing clause (4) will not prohibit:

          (a) a merger between the Company and a Wholly Owned Subsidiary of
     Parent created for the purpose of holding the Capital Stock of the
     Company;

          (b) a merger between the Company and a Wholly Owned Restricted
     Subsidiary; or

          (c) a merger between the Company and an Affiliate incorporated solely
     for the purpose of reincorporating or reorganizing the Company in another
     State of the United States


                                      60
<PAGE>


so long as, in each case, the amount of Indebtedness of the Company and its
Restricted Subsidiaries is not increased thereby.

     The Company will not lease all or substantially all of its properties or
assets to any Person in one or more related transactions.

Section 5.02   Successor Corporation Substituted.

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

                                   ARTICLE 6
                             DEFAULTS AND REMEDIES

Section 6.01   Events of Default.

     Each of the following is an "Event of Default":

          (1) default for 30 days in the payment when due of interest on, or
     Liquidated Damages, if any, with respect to the Notes (whether or not
     prohibited by the subordination provisions of this Indenture);

          (2) default in the payment when due (at maturity, upon redemption or
     otherwise) of the principal of, or premium, if any, on, the Notes, whether
     or not prohibited by Article 10 hereof;

          (3) failure by the Company or any of its Restricted Subsidiaries for
     30 days after receipt of notice from the Trustee or holders of at least
     25% in principal amount of the Notes then outstanding to comply with the
     provisions of Sections 4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

          (4) failure by the Company or any of its Restricted Subsidiaries for
     60 days after notice to the Company by the Trustee or the Holders of at
     least 25% in aggregate principal amount of the Notes then outstanding to
     comply with any of their other agreements herein or in the Notes;

          (5) 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, if that
     default:


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<PAGE>


               (a) is caused by a failure to pay Indebtedness at its stated
          final maturity (after giving effect to any applicable grace period
          provided in that Indebtedness) (a "Payment Default"); or

               (b) results in the acceleration of that Indebtedness prior to
          its stated final 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 $20.0 million or more;

          (6) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments entered by a court or courts of competent jurisdiction
     aggregating in excess of $20.0 million (net of any amounts with respect to
     which a reputable and credit worthy insurance company has acknowledged in
     writing), which judgments are not paid, discharged or stayed for a period
     of 60 days;

          (7) the Company or any of its Restricted Subsidiaries that is a
     Significant Subsidiary pursuant to or within the meaning of Bankruptcy
     Law:

               (A) commences a voluntary case,

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

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

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

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

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

               (A) is for relief against the Company or any of its Restricted
          Subsidiaries that is a Significant Subsidiary or any group of
          Restricted Subsidiaries of the Company that, taken together, would
          constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Restricted
          Subsidiaries that is a Significant Subsidiary or any group of
          Restricted Subsidiaries of the Company that, taken together, would
          constitute a Significant Subsidiary or for all or substantially all
          of the property of the Company or any of its Restricted Subsidiaries
          that is a Significant Subsidiary; or

               (C) orders the liquidation of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary;

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


                                      62
<PAGE>


          (9) except as permitted by this Indenture, any Note Guarantee by any
     Significant Subsidiary shall be held in any judicial proceeding to be
     unenforceable or invalid or ceases for any reason to be in full force and
     effect, or any such Guarantor, or any Person acting on behalf of any
     Guarantor, denies or disaffirms its obligations under its Note Guarantee.

Section 6.02   Acceleration.

     In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company or any Restricted Subsidiary
of the Company that is a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may direct the Trustee
to declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately; provided that
so long as any Indebtedness permitted to be incurred pursuant to the Credit
Agreement is outstanding, such acceleration will not be effective until the
earlier of (1) the acceleration of such Indebtedness under the Credit Agreement
or (2) five Business Days after receipt by the Company and the administrative
agent under the Credit Agreement of written notice of such acceleration.

     The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Liquidated Damages, if
any, that has become due solely because of the acceleration) have been cured or
waived; provided that, in the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result of
the acceleration of any Indebtedness described in Section 6.01 (5) hereof, the
declaration of acceleration of the Notes shall be automatically annulled if the
Holders of any Indebtedness described in that Section 6.01 (5) have rescinded
the declaration of acceleration in respect of that Indebtedness within 30 days
of the date of that declaration and if:

          (1) the annulment of the acceleration of the Notes would not conflict
     with any judgment or decree of a court of competent jurisdiction; and

          (2) all existing Events of Default, except non-payment of principal
     or interest on the subordinated notes that became due solely because of
     the acceleration of the Notes, have been cured or waived.

Section 6.03   Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and
Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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

Section 6.04   Waiver of Past Defaults.


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<PAGE>


     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05   Control by Majority.

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

Section 6.06   Limitation on Suits.

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

          (1) such Holder gives to the Trustee written notice that an Event of
     Default is continuing;

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

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

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of security or indemnity; and

          (5) during such 60-day period, Holders of a majority in aggregate
     principal amount of the then outstanding Notes do not give the Trustee a
     direction inconsistent with such 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 6.07   Rights of Holders of Notes to Receive Payment.

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

Section 6.08   Collection Suit by Trustee.


                                      64
<PAGE>


     If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on, the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09   Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10   Priorities.

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

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expenses 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 and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

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

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

Section 6.11   Undertaking for Costs.


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<PAGE>


     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder
of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than
10% in aggregate principal amount of the then outstanding Notes.

                                   ARTICLE 7
                                    TRUSTEE

Section 7.01   Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
will 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 such person's
own affairs.

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

          (1) the duties of the Trustee will 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

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

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

          (2) the Trustee will 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

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

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

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


                                      66
<PAGE>


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

Section 7.02   Rights of Trustee.

     (a) 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 require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

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

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

     (f) The Trustee will 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 have offered to the Trustee reasonable
indemnity or security against the losses, liabilities and expenses that might
be incurred by it in compliance with such request or direction.

Section 7.03   Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) 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 7.04   Trustee's Disclaimer.

     The Trustee will 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 will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.

Section 7.05   Notice of Defaults.


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

Section 7.06   Reports by Trustee to Holders of the Notes.

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

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

Section 7.07   Compensation and Indemnity.

     (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder as
separately agreed by the Company and the Trustee. The Trustee's compensation
will not be limited by any law on compensation of a trustee of an express
trust. The Company will 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 will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     (b) The Company and the Guarantors will 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 and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, 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 will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder.
The Company or such Guarantor will defend the claim and the Trustee will
cooperate in the defense. The Trustee may have separate counsel and the Company
will pay the reasonable fees and expenses of such counsel. Neither the Company
nor any Guarantor need pay for any settlement made without its consent, which
consent will not be unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

     (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will 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; provided, however, that the


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foregoing exception shall in no way alter the priorities set forth in Section
6.10. Such Lien will survive the satisfaction and discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) 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.

     (f) The Trustee will comply with the provisions of TIAss. 313(b)(2) to the
extent applicable.

Section 7.08   Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

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

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

          (2) 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;

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

          (4) the Trustee becomes incapable of acting.

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

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

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

     (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its
succession to Holders. The retiring Trustee will promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof.


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<PAGE>


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

Section 7.09   Successor Trustee by Merger, etc.

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

Section 7.10   Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

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

Section 7.11   Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02   Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions
set forth below are satisfied (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Note Guarantees), which will thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in clauses (1) and (2) below, and
to have satisfied all their other obligations under such Notes, the Note
Guarantees 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 will survive until otherwise
terminated or discharged hereunder:


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          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Liquidated
     Damages, if any, on, such Notes when such payments are due from the trust
     referred to in Section 8.04 hereof;

          (2) the Company's obligations with respect to such Notes under
     Article 2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and the Guarantors' obligations in connection
     therewith; and

          (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03   Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16
and 4.17 hereof and clauses (3) and (4) of Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied and the Note Guarantees will be released
(hereinafter, "Covenant Defeasance"), and the Notes will 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 will continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will
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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) and Section
6.01(9) hereof will not constitute Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

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


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<PAGE>


          (2) in the case of an election under Section 8.02 hereof, the Company
     must deliver to the Trustee an Opinion of Counsel confirming that:

               (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling; or

               (B) since the date of this Indenture, there has been a change in
          the applicable federal income tax law,

          in either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, subject to customary assumptions and
          exclusions, 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;

          (3) in the case of an election under Section 8.03 hereof, the Company
     must deliver to the Trustee an Opinion of Counsel confirming that, subject
     to customary assumptions and exclusions, 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;

          (4) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such
     deposit) or, insofar as Events of Default from bankruptcy or insolvency
     events are concerned, at any time in the period ending on the 123rd day
     after the date of deposit;

          (5) 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 (other than this Indenture) to which the Company
     or any of its Subsidiaries is a party or by which the Company or any of
     its Subsidiaries is bound;

          (6) the Company must have delivered to the Trustee an opinion of
     counsel to the effect that, subject to customary assumptions and
     exclusions, after the 123rd day following the deposit, the trust funds
     will not be subject to the effect of Section 547 of the United States
     Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

          (7) the Company must deliver 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 any
     creditors of the Company or others; and

          (8) the Company must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     relating to the Legal Defeasance or the Covenant Defeasance have been
     complied with.

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


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<PAGE>


     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds
except to the extent required by law.

     The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06   Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on, any Note and remaining unclaimed
for two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 8.07   Reinstatement.

     If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note following the
reinstatement of its obligations, the Company will 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.


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                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.

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

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

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

          (3) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes and Note Guarantees by a successor
     to the Company or such Guarantor pursuant to Article 5 or Article 11
     hereof;

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

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

          (6) to conform the text of this Indenture or the Notes to any
     provision of the "Description of Subordinated Notes" section of the
     Company's Offering Circular dated April 8, 2004, relating to the initial
     offering of the Notes;

          (7) to allow any Guarantor to execute a supplemental indenture and/or
     a Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Company and the 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, but the Trustee will
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

     After an amendment, supplement or waiver under this Section 9.01 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver.

Section 9.02   With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes voting as a single class (including, without
limitation,


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<PAGE>


consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium or Liquidated Damages, 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 or the Note Guarantees may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

     Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes or the Note Guarantees. However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes (except as provided above with respect to Sections 3.09, 4.10
     and 4.15 hereof);

          (3) reduce the rate of or extend the time for payment of interest,
     including default interest, on any Note;

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

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

          (6) make any change in the provisions of this Indenture relating to
     waivers of past Defaults;

          (7) waive a redemption payment with respect to any Note (other than a
     payment required by Sections 3.09, 4.10 or 4.15 hereof);

          (8) release any Guarantor that is a Significant Subsidiary from any
     of its obligations under its Note Guarantee or this Indenture, except in
     accordance with the terms of this Indenture; or

          (9) make any change in the preceding amendment and waiver provisions.

     Notwithstanding the foregoing, any amendment to or waiver of Section 4.15
hereof and Article 10 hereof will require the consent of the Holders of at
least two-thirds in aggregate principal amount of the Notes then outstanding if
that amendment would materially adversely affect the rights of such Holders.


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<PAGE>


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

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.

Section 9.03   Compliance with Trust Indenture Act.

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

Section 9.04   Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver
becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder unless it is of the
type requiring the consent of each Holder affected. If the amendment,
supplement or waiver is of the type requiring the consent of each Holder
affected, the amendment, supplement or waiver will bind each Holder that has
consented to it and every subsequent Holder of a Note that evidences the same
debt as the Note of the consenting Holder.

Section 9.05   Notation on or Exchange of Notes.

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

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

Section 9.06   Trustee to Sign Amendments, etc.

     The Trustee will 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


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<PAGE>


the Trustee. The Company may not sign an amended or supplemental indenture
until the Board of Directors of the Company approves it. In executing any
amended or supplemental indenture, the Trustee will be entitled to receive and
(subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 13.04 hereof, 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.

                                  ARTICLE 10
                                 SUBORDINATION

Section 10.01  Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Indebtedness (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Indebtedness.

Section 10.02  Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (1) holders of Senior Indebtedness will be entitled to receive
     payment in full in cash or Cash Equivalents of all Obligations due in
     respect of such Senior Indebtedness (including interest after the
     commencement of any bankruptcy proceeding at the rate specified in the
     applicable Senior Indebtedness) before the Holders of Notes will be
     entitled to receive any payment with respect to the Notes (except that
     Holders of Notes may receive and retain Permitted Junior Securities and
     payments made from any defeasance trust created pursuant to Section 8.01
     hereof); and

          (2) until all Obligations with respect to Senior Indebtedness (as
     provided in clause (1) above) are paid in full, any distribution to which
     Holders would be entitled but for this Article 10 will be made to holders
     of Senior Indebtedness (except that Holders of Notes may receive and
     retain Permitted Junior Securities and payments made from any defeasance
     trust created pursuant to Section 8.01 hereof), as their interests may
     appear.

Section 10.03  Default on Designated Senior Indebtedness.

     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of the Subordinated Note Obligations and may not acquire
from the Trustee or any Holder any Notes for cash or property (other than
Permitted Junior Securities and payments made from any defeasance trust created
pursuant to Section 8.01 hereof) until all principal and other Obligations with
respect to the Senior Indebtedness have been paid in full if:

          (1) a default in the payment of the principal (including
     reimbursement obligations in respect of letters of credit) of, premium, if
     any, or interest on or commitment, letter of credit or administrative fees
     relating to, Designated Senior Indebtedness occurs and is continuing
     beyond any applicable period of grace; or


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          (2) any other default occurs and is continuing on any series of
     Designated Senior Indebtedness that permits holders of that series of
     Designated Senior Indebtedness to accelerate its maturity and the Trustee
     receives a notice of such default (a "Payment Blockage Notice") from the
     Company or the holders of any Designated Senior Indebtedness.

If the Trustee receives any such Payment Blockage Notice, no subsequent Payment
Blockage Notice will be effective for purposes of this Section 10.03 unless and
until (A) at least 360 days have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice and (B) all scheduled payments of
principal, premium and Liquidated Damages, if any, and interest on the Notes
that have come due have been paid in full in cash.

     No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 90 days.

     (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them:

          (1) in the case of a payment default, upon the date on which such
     default is cured or waived, or

          (2) in the case of a nonpayment default, upon the earlier of the date
     on which such nonpayment default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, unless
     the maturity of any Designated Senior Indebtedness has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

Section 10.04  Acceleration of Notes.

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

Section 10.05  When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.03 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the
holders of Senior Indebtedness as their interests may appear or their
Representative under the agreement, indenture or other document (if any)
pursuant to which Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Indebtedness remaining unpaid to the extent necessary to pay
such Obligations in full in accordance with their terms, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only those obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness will be read
into this Indenture


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<PAGE>


against the Trustee. The Trustee will not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and will not be liable to any such
holders if the Trustee pays over or distributes to or on behalf of Holders or
the Company or any other Person money or assets to which any holders of Senior
Indebtedness are then entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of
the Trustee.

Section 10.06  Notice by Company.

     The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Notes to the Senior
Indebtedness as provided in this Article 10.

Section 10.07  Subrogation.

     After all Senior Indebtedness is paid in full and until the Notes are paid
in full, Holders of Notes will be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of
Senior Indebtedness to receive distributions applicable to Senior Indebtedness
to the extent that distributions otherwise payable to the Holders of Notes have
been applied to the payment of Senior Indebtedness. A distribution made under
this Article 10 to holders of Senior Indebtedness that otherwise would have
been made to Holders of Notes is not, as between the Company and Holders, a
payment by the Company on the Notes.

Section 10.08  Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this Indenture will:

          (1) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of, premium and interest and Liquidated Damages, if any, on, the
     Notes in accordance with their terms;

          (2) affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior
     Indebtedness; or

          (3) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Indebtedness to receive
     distributions and payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on, a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.09  Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Indebtedness to enforce the subordination
of the Indebtedness evidenced by the Notes may be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

Section 10.10  Distribution or Notice to Representative.


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     Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes will be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon
any certificate of such Representative or of the liquidating trustee or agent
or other Person making any distribution to the Trustee or to the Holders of
Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.

Section 10.11  Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee will not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 10.12  Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13  Amendments.

     The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Indebtedness.

                                  ARTICLE 11
                                NOTE GUARANTEES

Section 11.01  Guarantee.

     (a) Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:


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<PAGE>


          (1) the principal of, premium and Liquidated Damages, if any, and
     interest on, the Notes will be promptly paid in full when due, whether at
     maturity, by acceleration, redemption or otherwise, and interest on the
     overdue principal of and interest on the Notes, if any, if lawful, and all
     other obligations of the Company to the Holders or the Trustee hereunder
     or thereunder will be promptly paid in full or performed, all in
     accordance with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, that same will be promptly paid in
     full when due or performed in accordance with the terms of the extension
     or renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Note Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

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

     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Note Guarantee.

Section 11.02  Subordination of Note Guarantee.

     The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 will be junior and subordinated to the Senior Indebtedness of
such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Indebtedness of the Company. For the purposes of the foregoing sentence,
the Trustee and the Holders will have the right to receive and/or retain
payments by any of the Guarantors only at such times as they may receive and/or
retain payments in respect of the Notes pursuant to this Indenture, including
Article 10 hereof.


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Section 11.03  Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor will be limited to the maximum amount that will,
after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04  Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture or a Supplemental Indenture in the form of Exhibit F will be executed
on behalf of such Guarantor by one of its Officers.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 hereof will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

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

     In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture,
if required by Section 4.17 hereof, the Company will cause such Domestic
Subsidiary to comply with the provisions of Section 4.17 hereof and this
Article 11, to the extent applicable.

Section 11.05  Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.05 hereof, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person unless:

     (a) immediately after giving effect to such transaction, no Default or
Event of Default exists; and

     (b) subject to Section 11.06 hereof the Person formed by or surviving any
such consolidation or merger, if other than the Company or the Guarantor,
unconditionally assumes all the obligations of that Guarantor under this
Indenture, its Note Guarantee and the Registration Rights Agreement on the
terms set forth herein or therein, pursuant to a supplemental indenture in form
and substance reasonably satisfactory to the Trustee;


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<PAGE>


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

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into
another Person, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Person.

Section 11.06  Releases.

     (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the Person acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

     (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released
and relieved of any obligations under its Note Guarantee.

     (c) Upon Legal Defeasance or Covenant Defeasance in accordance with
Article 8 hereof or satisfaction and discharge of this Indenture in accordance
with Article 12 hereof, each Guarantor will be released and relieved of any
obligations under its Note Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 11.06 will remain liable for the full amount of
principal of and interest and premium and Liquidated Damages, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                  ARTICLE 12
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.


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<PAGE>


     This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

          (1) either:

               (a) all Notes that have been 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
          or segregated and held in trust by the Company and thereafter repaid
          to the Company or discharged from such trust, have been delivered to
          the Trustee for cancellation; or

               (b) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the mailing of
          a notice of redemption or otherwise and the Company or any Guarantor
          has irrevocably deposited or caused to be deposited with the Trustee
          as trust funds in trust solely for the benefit of the Holders, cash
          in U.S. dollars, non-callable Government Securities, or a combination
          thereof, in such amounts as will be sufficient, without consideration
          of any reinvestment of interest, to pay and discharge the entire
          Indebtedness on the Notes not delivered to the Trustee for
          cancellation for principal, premium and Liquidated Damages, if any,
          and accrued interest to the date of maturity or redemption; and

          (2) the Company or any Guarantor has paid or caused to be paid all
     sums payable by it under this Indenture.

In addition, the Company must deliver an Officers' Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will
survive. In addition, nothing in this Section 12.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02  Application of Trust Money.

     Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01 hereof; provided that if the Company has made any payment of
principal of, premium or Liquidated Damages, if any, or interest on, any Notes
because of the reinstatement of its obligations, the Company shall be
subrogated to


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<PAGE>


the rights of the Holders of such Notes to receive such payment from the money
or Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 13
                                 MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.

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

Section 13.02  Notices.

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

     If to the Company and/or any Guarantor:

     Mueller Group, Inc.
     110 Corporate Drive, Suite 10
     Portsmouth, New Hampshire 03801
     Facsimile No.:  (603) 422-8035
     Attention:  General Counsel

     With a copy to:
     Davis Polk & Wardwell
     450 Lexington Avenue
     New York, New York  10017
     Facsimile No.:  (212) 450-4000
     Attention:  Michael Kaplan, Esq.

     If to the Trustee:
     Law Debenture Trust Company of New York
     767 Third Avenue, 31st Floor
     New York, New York  10017
     Facsimile No.:  212-750-1361
     Attention:  Patrick Healy

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

     All notices and communications (other than those sent to Holders) will 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 transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its


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<PAGE>


address shown on the register kept by the Registrar. Any notice or
communication will also be so mailed to any Person described in TIA ss. 313(c),
to the extent required by the TIA. Failure to mail a notice or communication to
a Holder or any defect in it will 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 will mail a
copy to the Trustee and each Agent at the same time.

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

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

Section 13.04  Certificate and Opinion as to Conditions Precedent.

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

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth
     in Section 13.05 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

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

Section 13.05  Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 13.06  Rules by Trustee and Agents.


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<PAGE>


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

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

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

Section 13.08  Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09  No Adverse Interpretation of Other Agreements.

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

Section 13.10  Successors.

     All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05 hereof.

Section 13.11  Payment Date Other Than a Business Day.

     If any payment with respect to a payment of any principal of, premium, if
any, or interest on any Note (including any payment to be made on any date
fixed for redemption or purchase of any Note) is due on a day which is not a
Business Day, then the payment need not be made on such date, but may be made
on the next Business Day with the same force and effect as if made on such
date, and no interest will accrue on such payment for the intervening period.

Section 13.12  Severability.

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

Section 13.13  Counterpart Originals.

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

Section 13.14  Table of Contents, Headings, etc.


                                      87
<PAGE>


     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 will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]




                                      88
<PAGE>


                                   SIGNATURES


Dated as of April 23, 2004


                                        MUELLER GROUP, INC.


                                        By: /s/ Darrell Jean
                                            ------------------------------------
                                            Name:  Darrell Jean
                                            Title: Vice President and Chief
                                                     Financial Officer


<PAGE>


                                        ANVILSTAR LLC
                                        MUELLER INTERNATIONAL, INC.
                                        MUELLER INTERNATIONAL, L.L.C.
                                        MUELLER INTERNATIONAL FINANCE, INC.
                                        MUELLER INTERNATIONAL FINANCE, L.L.C.


                                        By: /s/ George Bukuras
                                            ------------------------------------
                                            Name:  George Bukuras
                                            Title: Vice President and General
                                                     Counsel


<PAGE>


                                        ANVIL INTERNATIONAL, INC.
                                        MUELLER SERVICE CO.
                                        HERSEY METERS CO.
                                        HENRY PRATT COMPANY
                                        HENRY PRATT INTERNATIONAL LTD.
                                        HYDRO GATE ACQUISITION CORP.
                                        J.B. SMITH MFG CO.
                                        JAMES JONES COMPANY
                                        MILLIKEN ACQUISITION CORP.
                                        MUELLER CO.


                                        By: /s/ Darrell Jean
                                            ------------------------------------
                                            Name:  Darrell Jean
                                            Title: Vice President and Chief
                                                     Financial Officer


<PAGE>


                                        Law Debenture Trust Company of New York


                                        By: /s/ Daniel Fisher
                                            ------------------------------------
                                            Name:  Daniel Fisher
                                            Title: Senior Vice President


<PAGE>


                                 [Face of Note]
--------------------------------------------------------------------------------


                                                               CUSIP/CINS_______

                     10% Senior Subordinated Notes due 2012

No. ___                                                                 $_______

                              MUELLER GROUP, INC.

promises to pay to [              ] or registered assigns,
                    --------------

the principal sum of ___________________________________________________ DOLLARS
on May 1, 2012.

Interest Payment Dates:  May 1 and November 1

Record Dates:  April 15 and October 15

Dated:         , 20

                                        MUELLER GROUP, INC.


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


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

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
  as Trustee


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


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



                                     A1-1
<PAGE>



                                 [Back of Note]
                     10% Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

          (1) INTEREST. Mueller Group, Inc., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 10% per annum from April 23, 2004 until maturity and shall pay the
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on May 1
     and November 1 of each year, or if any such day is not a Business Day, on
     the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from the date of
     issuance; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided further that the first Interest Payment Date shall be November 1,
     2004. The Company will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect to the extent lawful; it will pay
     interest (including post-petition interest in any proceeding under any
     Bankruptcy Law) on overdue installments of interest and Liquidated
     Damages, if any, (without regard to any applicable grace periods) from
     time to time on demand at the same rate to the extent lawful. Interest
     will be computed on the basis of a 360-day year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the April
     15 or October 15 next preceding the Interest Payment Date, even if such
     Notes are canceled after such record date and on or before such Interest
     Payment Date, except as provided in Section 2.12 of the Indenture with
     respect to defaulted interest. The Notes will be payable as to principal,
     premium and Liquidated Damages, if any, and interest at the office or
     agency of the Company maintained for such purpose within or without the
     City and State of New York, or, at the option of the Company, payment of
     interest and Liquidated Damages, if any, may be made by check mailed to
     the Holders at their addresses set forth in the register of Holders;
     provided that payment by wire transfer of immediately available funds will
     be required with respect to principal of and interest, premium and
     Liquidated Damages, if any, on, all Global Notes and all other Notes the
     Holders of which will have provided wire transfer instructions to the
     Company or the Paying Agent. Such payment will be in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts.

          (3) PAYING AGENT AND REGISTRAR. Initially, Law Debenture Trust
     Company of New York, the Trustee under the Indenture, will act as Paying
     Agent and Registrar. The Company may change any Paying Agent or Registrar
     without notice to any Holder. The Company or any of its Subsidiaries may
     act in any such capacity.


                                     A1-2
<PAGE>


          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of April 23, 2004 (the "Indenture") among the Company, the Guarantors
     and the Trustee. The terms of the Notes include those stated in the
     Indenture and those made part of the Indenture by reference to the TIA.
     The Notes are subject to all such terms, and Holders are referred to the
     Indenture and such Act for a statement of such terms. To the extent any
     provision of this Note conflicts with the express provisions of the
     Indenture, the provisions of the Indenture shall govern and be
     controlling. The Notes are unsecured obligations of the Company initially
     limited to $315.0 million in aggregate principal amount. Subject to
     Article 4 of the Indenture, the Company may issue Additional Notes that
     shall constitute part of the same series as the Notes initially issued
     under the Indenture.

          (5) OPTIONAL REDEMPTION.

     (a) On and after May 1, 2008, the Notes will be subject to redemption at
any time at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, in cash at the redemption prices (expressed
as percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on May 1 of the
years indicated below:


Year                                                                 Percentage
----                                                                 ----------

2008...............................................................    105.000%
2009...............................................................    102.500%
2010 and thereafter................................................    100.000%


     In addition to the foregoing, on or prior to May 1, 2007, the Company may
redeem up to 35% of the aggregate principal amount of Notes from time to time
originally issued under this Indenture in cash at a redemption price of
110.000% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; provided that:

     (1)  at least 65% of the aggregate principal amount of Notes from time to
          time originally issued under this Indenture remains outstanding
          immediately after the occurrence of the redemption; and

     (2)  the redemption shall occur within 90 days of the date of the closing
          of any such Public Equity Offering.

     (b) Any redemption shall be made pursuant to the provisions of Sections
3.01 through 3.06 of the Indenture.

          (6) MANDATORY REDEMPTION.

     The Company is not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.


                                     A1-3
<PAGE>


          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If there is a Change of Control, the Company will be
          required to make an offer (a "Change of Control Offer") to each
          Holder to repurchase all or any part (equal to $1,000 or an integral
          multiple of $1,000) of that Holder's Notes at a purchase price in
          cash equal to 101% of the aggregate principal amount of Notes
          repurchased plus accrued and unpaid interest and Liquidated Damages,
          if any, on the Notes repurchased to the date of repurchase, the
          "Change of Control Payment"). Within 75 days following any Change of
          Control, the Company will mail a notice to each Holder describing the
          transaction or transactions that constitute the Change of Control as
          required by the Indenture.

               (b) If the Company or a Restricted Subsidiary of the Company
          consummates any Asset Sales, within five days of each date on which
          the aggregate amount of Excess Proceeds exceeds $10.0 million, the
          Company will commence an offer to all Holders of Notes (an "Asset
          Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
          the maximum principal amount of Notes that may be purchased out of
          the Excess Proceeds at an offer price in cash in an amount equal to
          100% of the principal amount thereof plus accrued and unpaid interest
          and Liquidated Damages, if any, thereon to the date of purchase, in
          accordance with the procedures set forth in the Indenture. To the
          extent that the aggregate amount of Notes tendered pursuant to an
          Asset Sale Offer is less than the Excess Proceeds, the Company (or
          such Restricted Subsidiary) may use such deficiency for any purpose
          not otherwise prohibited by the Indenture. If the aggregate principal
          amount of Notes tendered into such Asset Sale Offer exceeds the
          amount of Excess Proceeds, the Trustee shall select the Notes to be
          purchased on a pro rata basis. Holders of Notes that are the subject
          of an offer to purchase will receive an Asset Sale Offer from the
          Company prior to any related purchase date and may elect to have such
          Notes purchased by completing the form entitled "Option of Holder to
          Elect Purchase" attached to the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction or discharge of the Indenture. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed.

          (9) 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 Note
     being redeemed in part. Also, the Company 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.

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


                                     A1-4
<PAGE>


          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture or the Notes or the Note Guarantees may be amended or
     supplemented with the consent of the Holders of at least a majority in
     aggregate principal amount of the then outstanding Notes voting as a
     single class, and any existing Default or Event or Default (other than a
     Default or Event of Default in the payment of the principal of, premium or
     Liquidated Damages, 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 the Indenture or the Notes or the Note
     Guarantees may be waived with the consent of the Holders of a majority in
     aggregate principal amount of the then outstanding Notes voting as a
     single class. Without the consent of any Holder of a Note, the Indenture
     or the Notes or the Note Guarantees 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 or a Guarantor's obligations to Holders of the
     Notes and Note Guarantees 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 materially adversely affect the
     legal rights under the Indenture of any such Holder, to comply with the
     requirements of the SEC in order to effect or maintain the qualification
     of the Indenture under the TIA, to conform the text of the Indenture or
     the Notes to any provision of the "Description of Notes" section of the
     Company's Offering Memorandum dated April 8, 2004, relating to the initial
     offering of the Notes, or to allow any Guarantor to execute a supplemental
     indenture to the Indenture and/or a Note Guarantee with respect to the
     Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
     for 30 days in the payment when due of interest on, or Liquidated Damages,
     if any, with respect to the Notes, (whether or not prohibited by the
     subordination provisions of the Indenture); (ii) default in the payment
     when due of the principal of, or premium, if any, on, the Notes when the
     same becomes due and payable (at maturity, upon redemption (including in
     connection with an offer to purchase) or otherwise), whether or not
     prohibited by the subordination provisions of Article 10 of the Indenture,
     (iii) failure by the Company or any of its Restricted Subsidiaries for 30
     days after receipt of notice to the Company by the Trustee or the Holders
     of at least 25% in aggregate principal amount of the Notes then
     outstanding voting as a single class to comply with Section 4.07, 4.09,
     4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of
     its Restricted Subsidiaries for 60 days after notice to the Company by the
     Trustee or the Holders of at least 25% in aggregate principal amount of
     the Notes then outstanding to comply with any of the other agreements in
     the Indenture or the Notes; (v) default under certain other agreements
     relating to Indebtedness of the Company which default results in the
     acceleration of such Indebtedness prior to its express maturity; (vi)
     certain final judgments for the payment of money that remain undischarged
     for a period of 60 days; (vii) certain events of bankruptcy or insolvency
     with respect to the Company or any of its Restricted Subsidiaries that is
     a Significant Subsidiary and (viii) except as permitted by the Indenture,
     any Note Guarantee by a Significant Subsidiary is held in any judicial
     proceeding to be unenforceable or invalid or ceases for any reason to be
     in full force and effect or any such Guarantor or any Person acting on its
     behalf denies or disaffirms its obligations under such Guarantor's Note
     Guarantee. If any Event of Default occurs and is continuing, the Holders
     of at least 25% in aggregate principal amount of the then outstanding
     Notes may direct the Trustee to declare all the Notes to be due and
     payable immediately. Notwithstanding the foregoing, in the case of an
     Event of Default arising from certain events of bankruptcy or insolvency,
     all outstanding Notes will become due and payable immediately without
     further action or notice. Holders may not enforce the Indenture or the
     Notes except as provided in the Indenture. Subject to certain limitations,
     Holders of a majority in aggregate principal amount of the then
     outstanding Notes may direct the Trustee in its exercise of any trust or
     power. The Trustee may withhold from Holders of the Notes notice of any
     continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal or


                                     A1-5
<PAGE>


     interest or premium or Liquidated Damages, if any,) if it determines that
     withholding notice is in their interest. The 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, rescind an
     acceleration or waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest or premium or Liquidated Damages, if
     any, on, or the principal of, the Notes. The Company is required to
     deliver to the Trustee annually a statement regarding compliance with the
     Indenture, and the Company is required, upon becoming aware of any Default
     or Event of Default, to deliver to the Trustee a statement specifying such
     Default or Event of Default.

          (13) SUBORDINATION. Payment of principal, interest and premium and
     Liquidated Damages, if any, on the Notes is subordinated to the prior
     payment of Senior Indebtedness on the terms provided in the Indenture.

          (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Company or its Affiliates, and may otherwise deal with
     the Company or its Affiliates, as if it were not the Trustee.

          (15) NO RECOURSE AGAINST OTHERS. No past, present or future director,
     officer, employee, incorporator or stockholder of the Company or any of
     the Guarantors, as such, will have any liability for any obligations of
     the Company or the Guarantors under the Notes, the Note 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. The waiver and release are part of the
     consideration for the issuance of the Notes.

          (16) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) 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).

          (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of April 23, 2004, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in
     one or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (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.


                                     A1-6
<PAGE>


          (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
     GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
     LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
     WOULD BE REQUIRED THEREBY.

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

Mueller Group, Inc.
110 Corporate Drive, Suite 10
Portsmouth, New Hampshire 03801
Facsimile No.:  (603) 422-8035
Attention:  General Counsel




                                     A1-7
<PAGE>


                                ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                               (Insert assignee's legal name)

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

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

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

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

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

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

Date:  _______________

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


Signature Guarantee*:  _________________________

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



                                     A1-8
<PAGE>




                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                     >Section 4.10      >Section 4.15

     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:


                                $________________


Date:  _______________

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

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


Signature Guarantee*:  _________________________

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





                                     A1-9
<PAGE>


            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

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

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



























</TABLE>

* This schedule should be included only if the Note is issued in global form.



                                     A1-10
<PAGE>


                  [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------


                                                             CUSIP/CINS ________


                     10% Senior Subordinated Notes due 2012


No. ___                                                                 $_______

                              MUELLER GROUP, INC.


promises to pay to CEDE & CO. or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on May 1, 2012.

Interest Payment Dates:  May 1 and November 1

Record Dates:  April 15 and October 15

Dated:  _______________, 20_
                                        MUELLER GROUP, INC.


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




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

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
  as Trustee


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


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






                                     A2-1
<PAGE>


                  [Back of Regulation S Temporary Global Note]
                     10% Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

[Insert the Temporary Regulation S Legend, if applicable pursuant to the
provisions of the Indenture]

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

          (1) INTEREST. Mueller Group, Inc., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 10% per annum from April 23, 2004 until maturity and shall pay the
     Liquidated Damages, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on May 1
     and November 1 of each year, or if any such day is not a Business Day, on
     the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from the date of
     issuance; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided further that the first Interest Payment Date shall be November 1,
     2004. The Company will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect to the extent lawful; it will pay
     interest (including post-petition interest in any proceeding under any
     Bankruptcy Law) on overdue installments of interest and Liquidated
     Damages, if any, (without regard to any applicable grace periods) from
     time to time on demand at the same rate to the extent lawful. Interest
     will be computed on the basis of a 360-day year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the April
     15 or October 15 next preceding the Interest Payment Date, even if such
     Notes are canceled after such record date and on or before such Interest
     Payment Date, except as provided in Section 2.12 of the Indenture with
     respect to defaulted interest. The Notes will be payable as to principal,
     premium and Liquidated Damages, if any, and interest at the office or
     agency of the Company maintained for such purpose within or without the
     City and State of New York, or, at the option of the Company, payment of
     interest and Liquidated Damages, if any, may be made by check mailed to
     the Holders at their addresses set forth in the register of Holders;
     provided that payment by wire transfer of immediately available funds will
     be required with respect to principal of and interest, premium and
     Liquidated Damages, if any, on, all Global Notes and all other Notes the
     Holders of which will have provided wire transfer instructions to the
     Company or the Paying Agent. Such payment will be in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts.

          (3) PAYING AGENT AND REGISTRAR. Initially, Law Debenture Trust
     Company of New York, the Trustee under the Indenture, will act as Paying
     Agent and Registrar. The Company


                                     A2-2
<PAGE>


     may change any Paying Agent or Registrar without notice to any Holder. The
     Company or any of its Subsidiaries may act in any such capacity.

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of April 23, 2004 (the "Indenture") among the Company, the Guarantors
     and the Trustee. The terms of the Notes include those stated in the
     Indenture and those made part of the Indenture by reference to the TIA.
     The Notes are subject to all such terms, and Holders are referred to the
     Indenture and such Act for a statement of such terms. To the extent any
     provision of this Note conflicts with the express provisions of the
     Indenture, the provisions of the Indenture shall govern and be
     controlling. The Notes are unsecured obligations of the Company initially
     limited to $315.0 million in aggregate principal amount. Subject to
     Article 4 of the Indenture, the Company may issue Additional Notes that
     shall constitute part of the same series as the Notes initially issued
     under the Indenture.

          (5) OPTIONAL REDEMPTION.

               (a) On and after May 1, 2008, the Notes will be subject to
          redemption at any time at the option of the Company, in whole or in
          part, upon not less than 30 nor more than 60 days' notice, in cash at
          the redemption prices (expressed as percentages of principal amount)
          set forth below, plus accrued and unpaid interest and Liquidated
          Damages, if any, thereon to the applicable redemption date, if
          redeemed during the twelve-month period beginning on May 1 of the
          years indicated below:


Year                                                                  Percentage
----                                                                  ----------

2008..............................................................      105.000%
2009..............................................................      102.500%
2010 and thereafter...............................................      100.000%


     In addition to the foregoing, on or prior to May 1, 2007, the Company may
redeem up to 35% of the aggregate principal amount of Notes from time to time
originally issued under this Indenture in cash at a redemption price of
110.000% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; provided that:

     (1)  at least 65% of the aggregate principal amount of Notes from time to
          time originally issued under this Indenture remains outstanding
          immediately after the occurrence of the redemption; and

     (2)  the redemption shall occur within 90 days of the date of the closing
          of any such Public Equity Offering.

               (b) Any redemption shall be made pursuant to the provisions of
          Sections 3.01 through 3.06 of the Indenture.

         (6) MANDATORY REDEMPTION.

     The Company is not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.


                                     A2-3
<PAGE>


          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If there is a Change of Control, the Company will be required
     to make an offer (a "Change of Control Offer") to each Holder to
     repurchase all or any part (equal to $1,000 or an integral multiple of
     $1,000) of that Holder's Notes at a purchase price in cash equal to 101%
     of the aggregate principal amount of Notes repurchased plus accrued and
     unpaid interest and Liquidated Damages, if any, on the Notes repurchased
     to the date of repurchase, the "Change of Control Payment"). Within 75
     days following any Change of Control, the Company will mail a notice to
     each Holder describing the transaction or transactions that constitute the
     Change of Control as required by the Indenture.

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sales, within five days of each date on which the
     aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
     will commence an offer to all Holders of Notes (an "Asset Sale Offer")
     pursuant to Section 3.09 of the Indenture to purchase the maximum
     principal amount of Notes that may be purchased out of the Excess Proceeds
     at an offer price in cash in an amount equal to 100% of the principal
     amount thereof plus accrued and unpaid interest and Liquidated Damages, if
     any, thereon to the date of purchase, in accordance with the procedures
     set forth in the Indenture. To the extent that the aggregate amount of
     Notes tendered pursuant to an Asset Sale Offer is less than the Excess
     Proceeds, the Company (or such Restricted Subsidiary) may use such
     deficiency for any purpose not otherwise prohibited by the Indenture. If
     the aggregate principal amount of Notes into such Asset Sale Offer exceeds
     the amount of Excess Proceeds, the Trustee shall select the Notes to be
     purchased on a pro rata basis. Holders of Notes that are the subject of an
     offer to purchase will receive an Asset Sale Offer from the Company prior
     to any related purchase date and may elect to have such Notes purchased by
     completing the form entitled "Option of Holder to Elect Purchase" attached
     to the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction or discharge of the Indenture. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed.

          (9) 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 Note
     being redeemed in part. Also, the Company 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.

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


                                     A2-4
<PAGE>


          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture or the Notes or the Note Guarantees may be amended or
     supplemented with the consent of the Holders of at least a majority in
     aggregate principal amount of the then outstanding Notes voting as a
     single class, and any existing Default or Event or Default (other than a
     Default or Event of Default in the payment of the principal of, premium of
     Liquidated Damages, 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 the Indenture or the Notes or the Note
     Guarantees may be waived with the consent of the Holders of a majority in
     aggregate principal amount of the then outstanding Notes voting as a
     single class. Without the consent of any Holder of a Note, the Indenture
     or the Notes or the Note Guarantees 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 or a Guarantor's obligations to Holders of the
     Notes and Note Guarantees 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 materially adversely affect the
     legal rights under the Indenture of any such Holder, to comply with the
     requirements of the SEC in order to effect or maintain the qualification
     of the Indenture under the TIA, to conform the text of the Indenture or
     the Notes to any provision of the "Description of Notes" section of the
     Company's Offering Memorandum dated April 8, 2004, relating to the initial
     offering of the Notes, or to allow any Guarantor to execute a supplemental
     indenture to the Indenture and/or a Note Guarantee with respect to the
     Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
     for 30 days in the payment when due of interest on, or Liquidated Damages,
     if any, with respect to the Notes, (whether or not prohibited by the
     subordination provisions of the Indenture); (ii) default in the payment
     when due of the principal of, or premium, if any, on, the Notes when the
     same becomes due and payable (at maturity, upon redemption (including in
     connection with an offer to purchase) or otherwise), whether or not
     prohibited by the subordination provisions of Article 10 of the Indenture,
     (iii) failure by the Company or any of its Restricted Subsidiaries for 30
     days after receipt of notice to the Company by the Trustee or the Holders
     of at least 25% in aggregate principal amount of the Notes then
     outstanding voting as a single class to comply with Section 4.07, 4.09,
     4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of
     its Restricted Subsidiaries for 60 days after notice to the Company by the
     Trustee or the Holders of at least 25% in aggregate principal amount of
     the Notes then outstanding to comply with any of the other agreements in
     the Indenture or the Notes; (v) default under certain other agreements
     relating to Indebtedness of the Company which default results in the
     acceleration of such Indebtedness prior to its express maturity; (vi)
     certain final judgments for the payment of money that remain undischarged
     for a period of 60 days; (vii) certain events of bankruptcy or insolvency
     with respect to the Company or any of its Restricted Subsidiaries that is
     a Significant Subsidiary and (viii) except as permitted by the Indenture,
     any Note Guarantee by a Significant Subsidiary is held in any judicial
     proceeding to be unenforceable or invalid or ceases for any reason to be
     in full force and effect or any such Guarantor or any Person acting on its
     behalf denies or disaffirms its obligations under such Guarantor's Note
     Guarantee. If any Event of Default occurs and is continuing, the Holders
     of at least 25% in aggregate principal amount of the then outstanding
     Notes may direct the Trustee to declare all the Notes to be due and
     payable immediately. Notwithstanding the foregoing, in the case of an
     Event of Default arising from certain events of bankruptcy or insolvency,
     all outstanding Notes will become due and payable immediately without
     further action or notice. Holders may not enforce the Indenture or the
     Notes except as provided in the Indenture. Subject to certain limitations,
     Holders of a majority in aggregate principal amount of the then
     outstanding Notes may direct the Trustee in its exercise of any trust or
     power. The Trustee may withhold from Holders of the Notes notice of any
     continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal or


                                     A2-5
<PAGE>


     interest or premium or Liquidated Damages, if any,) if it determines that
     withholding notice is in their interest. The 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, rescind an
     acceleration or waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest or premium or Liquidated Damages, if
     any, on, or the principal of, the Notes. The Company is required to
     deliver to the Trustee annually a statement regarding compliance with the
     Indenture, and the Company is required, upon becoming aware of any Default
     or Event of Default, to deliver to the Trustee a statement specifying such
     Default or Event of Default.

          (13) SUBORDINATION. Payment of principal, interest and premium and
     Liquidated Damages, if any, on the Notes is subordinated to the prior
     payment of Senior Indebtedness on the terms provided in the Indenture.

          (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Company or its Affiliates, and may otherwise deal with
     the Company or its Affiliates, as if it were not the Trustee.

          (15) NO RECOURSE AGAINST OTHERS. No past, present or future director,
     officer, employee, incorporator or stockholder of the Company or any of
     the Guarantors, as such, will have any liability for any obligations of
     the Company or the Guarantors under the Notes, the Note 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. The waiver and release are part of the
     consideration for the issuance of the Notes.

          (16) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) 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).

          (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
     RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of April 23, 2004, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in
     one or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (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.


                                     A2-6
<PAGE>


          (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
     GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
     LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
     WOULD BE REQUIRED THEREBY.

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


Mueller Group, Inc.
110 Corporate Drive, Suite 10
Portsmouth, New Hampshire 03801
Facsimile No.:  (603) 422-8035
Attention:  General Counsel





                                     A2-7
<PAGE>


                                ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                               (Insert assignee's legal name)

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

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

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

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

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

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


Date:  _______________

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

Signature Guarantee*:  _________________________

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




                                     A2-8
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      >Section 4.10        >Section 4.15

     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:


                                $______________

Date:  _______________

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

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

Signature Guarantee*:  _________________________

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




                                     A2-9
<PAGE>


  SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:


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









</TABLE>

                                     A2-10
<PAGE>


                                                                       EXHIBIT B


                        FORM OF CERTIFICATE OF TRANSFER

Mueller Group, Inc.
110 Corporate Drive, Suite 10
Portsmouth, New Hampshire 03801
Facsimile No.:  (603) 422-8035
Attention:  General Counsel

Law Debenture Trust Company of New York
[                 ]
Facsimile No.:
Attention:

     Re: 10% Senior Subordinated Notes due 2012
         --------------------------------------

     Reference is hereby made to the Indenture, dated as of April 23, 2004 (the
"Indenture"), among Mueller Group, Inc., as issuer (the "Company"), the
Guarantors party thereto and Law Debenture Trust Company of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a "qualified institutional buyer" within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such
Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

     2. [ ] Check if Transferee will take delivery of a beneficial interest in
[the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with (A) Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the


                                      B-1
<PAGE>


requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act and, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture prior to
expiration of the Restricted Period, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Temporary Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act or (B) Rule 144 under the Securities Act.

     3. [ ] Check and complete if Transferee will take delivery of a beneficial
interest in a Restricted Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that
(check one):

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

                                       or

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

                                       or

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

     4. [ ] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

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

     (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in


                                      B-2
<PAGE>


the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.

     (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

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


                                               ---------------------------------
                                                 [Insert Name of Transferor]


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

Dated:  _______________________





                                      B-3
<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

          (a) [ ] a beneficial interest in the:

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

             (ii) [ ] Regulation S Global Note (CUSIP _________).

          (b) [ ] a Restricted Definitive Note.

     2.   After the Transfer the Transferee will hold:

                                  [CHECK ONE]

          (a) [ ] a beneficial interest in the:

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

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

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

          (b) [ ] a Restricted Definitive Note; or

          (c) [ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.






                                      B-4
<PAGE>


                                                                       EXHIBIT C


                        FORM OF CERTIFICATE OF EXCHANGE

Mueller Group, Inc.
110 Corporate Drive, Suite 10
Portsmouth, New Hampshire 03801
Facsimile No.:  (603) 422-8035
Attention:  General Counsel

Law Debenture Trust Company of New York
[                 ]
Facsimile No.:
Attention:

         Re:  10% Senior Subordinated Notes due 2012
              --------------------------------------

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of April 23, 2004 (the
"Indenture"), among Mueller Group, Inc., as issuer (the "Company"), the
Guarantors party thereto and Law Debenture Trust Company of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

     (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


                                      C-1
<PAGE>


     (c) [ ] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's
Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

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

     2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

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

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


                                               ---------------------------------
                                                  [Insert Name of Transferor]






                                      C-2
<PAGE>

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

Dated:  ______________________




                                      C-3
<PAGE>


                                                                      EXHIBIT D
                                   [RESERVED]






                                      D-1
<PAGE>


                                                                       EXHIBIT E


                         FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 23, 2004 (the "Indenture") among
Mueller Group, Inc, (the "Company"), the Guarantors party thereto and Law
Debenture Trust Company of New York, as trustee (the "Trustee"), (a) the due
and punctual payment of the principal of, premium and Liquidated Damages, if
any, and interest on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms
of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose. This
guarantee is subordinated to Senior Indebtedness in accordance with the terms
of the Indenture.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.


                                                     [NAME OF GUARANTOR(S)]


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





                                      E-1
<PAGE>


                                                                       EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 20__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Mueller Group, Inc. (or its permitted successor),
a Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and Law Debenture Trust Company of
New York, as trustee under the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of April 23, 2004 providing for the
issuance of 10% Senior Subordinated Notes due 2012 (the "Notes");

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

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

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

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

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 11 thereof.

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

     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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


                                      F-1
<PAGE>


     7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

     8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.





                                      F-2
<PAGE>

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

     Dated: _______________, 20___

                                        [GUARANTEEING SUBSIDIARY]

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


                                        MUELLER GROUP, INC.

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


                                        [EXISTING GUARANTORS]

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


                                        LAW DEBENTURE TRUST COMPANY OF NEW YORK,
                                          as Trustee

                                            ------------------------------------
                                            Authorized Signatory








                                      F-3