<PAGE>

                                                                    Exhibit 4.5

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                              CROMPTON CORPORATION,

                                    AS ISSUER

                          THE GUARANTORS PARTY HERETO,

                                  AS GUARANTORS

                          9 7/8% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                           DATED AS OF AUGUST 16, 2004

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE



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<PAGE>


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

  Trust Indenture Act Section                                                              Indenture Section
  ---------------------------                                                              -----------------
  <S>                                                                                      <C>
        310(a)(1)......................................................................    7.10
           (a)(2)......................................................................    7.10
           (a)(3)......................................................................    N.A.
           (a)(4)......................................................................    N.A.
           (a)(5)......................................................................    7.10
           (b).........................................................................    7.3, 7.8, 7.10
           (c).........................................................................    N.A.
        311(a).........................................................................    7.11
           (b).........................................................................    7.11
           (c).........................................................................    N.A.
        312(a).........................................................................    2.5
           (b).........................................................................    12.3
           (c).........................................................................    12.3
        313(a).........................................................................    7.6
           (b)(1)......................................................................    N.A.
           (b)(2)......................................................................    7.6
           (c).........................................................................    7.6, 12.2
        314(a).........................................................................    4.3, 4.4
           (b).........................................................................    N.A.
           (c)(1)......................................................................    12.4
           (c)(2)......................................................................    12.4
           (c)(3)......................................................................    12.4
           (d).........................................................................    N.A.
           (e).........................................................................    12.5
           (f).........................................................................    N.A.
        315(a).........................................................................    7.1
           (b).........................................................................    7.5
           (c).........................................................................    7.1
           (d).........................................................................    7.1
           (e).........................................................................    6.11
        316(a)(last sentence)..........................................................    2.9
           (a)(1)(A)...................................................................    6.5
           (a)(1)(B)...................................................................    6.4
           (a)(2)......................................................................    N.A.
           (b).........................................................................    6.7
           (c).........................................................................    N.A.
        317(a)(1)......................................................................    6.8
           (a)(2)......................................................................    6.9
           (b).........................................................................    2.4
        318(a).........................................................................    12.1
           (b).........................................................................    N.A.
           (c).........................................................................    12.1
N.A. MEANS NOT APPLICABLE.

</TABLE>

-----------------------
*   This Cross-Reference Table shall not, for any purpose, be deemed a part of
    the Indenture.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
                                                   ARTICLE I.

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.        Definitions...............................................................................1
Section 1.2.        Other Definitions........................................................................30
Section 1.3.        Incorporation by Reference of Trust Indenture Act........................................31
Section 1.4.        Rules of Construction....................................................................31
Section 1.5.        Acts of Holders..........................................................................32

                                                   ARTICLE II.

                                                    THE NOTES

Section 2.1.        Form and Dating..........................................................................33
Section 2.2.        Execution and Authentication.............................................................34
Section 2.3.        Registrar and Paying Agent...............................................................35
Section 2.4.        Paying Agents To Hold Money in Trust.....................................................36
Section 2.5.        Holder Lists.............................................................................36
Section 2.6.        Transfer and Exchange....................................................................36
Section 2.7.        Replacement Notes........................................................................45
Section 2.8.        Outstanding Notes........................................................................46
Section 2.9.        Treasury Notes...........................................................................46
Section 2.10.       Temporary Notes..........................................................................47
Section 2.11.       Cancellation.............................................................................47
Section 2.12.       Defaulted Interest.......................................................................47
Section 2.13.       Persons Deemed Owners....................................................................48
Section 2.14.       CUSIP Numbers............................................................................48

                                                  ARTICLE III.

                                            REDEMPTION AND REPURCHASE

Section 3.1.        Notices to Trustee.......................................................................48
Section 3.2.        Selection of Notes.......................................................................48
Section 3.3.        Notice of Optional Redemption............................................................49
Section 3.4.        Effect of Notice of Redemption...........................................................50
Section 3.5.        Deposit of Redemption Price or Purchase Price............................................50
Section 3.6.        Notes Redeemed or Repurchased in Part....................................................51

</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
                                                   ARTICLE IV.

                                                    COVENANTS

Section 4.1.        Payment of Principal and Interest........................................................51
Section 4.2.        Maintenance of Office or Agency..........................................................52
Section 4.3.        Reports to Holders.......................................................................52
Section 4.4.        Compliance Certificate...................................................................53
Section 4.5.        Taxes....................................................................................53
Section 4.6.        Stay, Extension and Usury Laws...........................................................54
Section 4.7.        Limitation on Restricted Payments........................................................54
Section 4.8.        Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                      Subsidiaries...........................................................................57
Section 4.9.        Limitation on Incurrence of Additional Indebtedness......................................59
Section 4.10.       Limitation on Asset Sales................................................................59
Section 4.11.       Limitations on Transactions with Affiliates..............................................64
Section 4.12.       Limitation on Liens......................................................................65
Section 4.13.       Corporate Existence......................................................................67
Section 4.14.       Insurance Matters........................................................................67
Section 4.15.       Offer To Repurchase upon Change of Control...............................................67
Section 4.16.       Additional Subsidiary Guarantees.........................................................69
Section 4.17.       Payments for Consent.....................................................................70
Section 4.18.       Limitation on Preferred Stock of Restricted Subsidiaries.................................70
Section 4.19.       Conduct of Business......................................................................71
Section 4.20.       Covenant Suspension......................................................................71

                                                   ARTICLE V.

                                                   SUCCESSORS

Section 5.1.        Merger, Consolidation and Sale of Assets.................................................71
Section 5.2.        Successor Corporation Substituted........................................................74

                                                   ARTICLE VI.

                                              DEFAULTS AND REMEDIES

Section 6.1.        Events of Default........................................................................74
Section 6.2.        Acceleration.............................................................................76
Section 6.3.        Other Remedies...........................................................................77
Section 6.4.        Waiver of Existing Defaults..............................................................77
Section 6.5.        Control by Majority......................................................................77

</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
Section 6.6.        Limitation on Suits......................................................................77
Section 6.7.        Rights of Holders of Notes To Receive Payment............................................78
Section 6.8.        Collection Suit by Trustee...............................................................78
Section 6.9.        Trustee May File Proofs of Claim.........................................................78
Section 6.10.       Priorities...............................................................................79
Section 6.11.       Undertaking for Costs....................................................................79

                                                  ARTICLE VII.

                                                     TRUSTEE

Section 7.1.        Duties of Trustee........................................................................80
Section 7.2.        Rights of Trustee........................................................................81
Section 7.3.        Individual Rights of Trustee.............................................................82
Section 7.4.        Trustee's Disclaimer.....................................................................82
Section 7.5.        Notice of Defaults.......................................................................83
Section 7.6.        Reports by Trustee to Holder of the Notes................................................83
Section 7.7.        Compensation, Reimbursement and Indemnity................................................83
Section 7.8.        Replacement of Trustee...................................................................85
Section 7.9.        Successor Trustee by Merger, Etc.........................................................86
Section 7.10.       Eligibility; Disqualification............................................................86
Section 7.11.       Preferential Collection of Claims Against Company........................................86

                                                  ARTICLE VIII.

                                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.        Option To Effect Legal Defeasance or Covenant Defeasance.................................86
Section 8.2.        Legal Defeasance and Discharge...........................................................86
Section 8.3.        Covenant Defeasance......................................................................87
Section 8.4.        Conditions to Legal or Covenant Defeasance...............................................88
Section 8.5.        Deposited Money and U.S. Government Obligations To Be Held in Trust; Other
                      Miscellaneous Provisions...............................................................90
Section 8.6.        Repayment to the Company.................................................................90
Section 8.7.        Reinstatement............................................................................91

                                                   ARTICLE IX.

                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.        Without Consent of Holders of Notes......................................................91
Section 9.2.        With Consent of Holders of Notes.........................................................92
Section 9.3.        Compliance with Trust Indenture Act......................................................93

</TABLE>



                                     -iii-


<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
Section 9.4.        Revocation and Effect of Consents........................................................94
Section 9.5.        Notation on or Exchange of Notes.........................................................94
Section 9.6.        Trustee To Sign Amendment, Etc...........................................................94

                                                   ARTICLE X.

                                                    GUARANTEE

Section 10.1.       Unconditional Guarantee..................................................................94
Section 10.2.       Severability.............................................................................95
Section 10.3.       Limitation of Guarantor's Liability......................................................96
Section 10.4.       Release of Guarantor.....................................................................96
Section 10.5.       Contribution.............................................................................96
Section 10.6.       Waiver of Subrogation....................................................................97
Section 10.7.       Execution of Guarantee...................................................................97
Section 10.8.       Waiver of Stay, Extension or Usury Laws..................................................98

                                                   ARTICLE XI.

                                           SATISFACTION AND DISCHARGE

Section 11.1.       Satisfaction and Discharge...............................................................98
Section 11.2.       Application of Trust.....................................................................99

                                                  ARTICLE XII.

                                                  MISCELLANEOUS

Section 12.1.       Trust Indenture Act Controls.............................................................99
Section 12.2.       Notices.................................................................................100
Section 12.3.       Communication by Holders of Notes with Other Holders of Notes...........................101
Section 12.4.       Certificate and Opinion as to Conditions Precedent......................................101
Section 12.5.       Statements Required in Certificate or Opinion...........................................102
Section 12.6.       Rules by Trustee and Agents.............................................................102
Section 12.7.       No Personal Liability of Directors, Officers, Employees and Stockholders................102
Section 12.8.       Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.........................102
Section 12.9.       No Adverse Interpretation of Other Agreements...........................................102
Section 12.10.      Successors..............................................................................102
Section 12.11.      Severability............................................................................102
Section 12.12.      Counterpart Originals...................................................................102
Section 12.13.      Table of Contents, Headings, Etc........................................................102
Section 12.14.      Qualification of Indenture..............................................................102

</TABLE>


                                      -iv-


<PAGE>


                                                                           Page
                                                                           ----
Schedule A    Guarantors

                                EXHIBITS

Exhibit A     Form of Series A Note

Exhibit B     Form of Series B Note

Exhibit C     Form of Guarantee

Exhibit D(1)  Form of Regulation S Certification

Exhibit D(2)  Form of Certificate to Be Delivered upon Exchange or
              Registration of Transfer of Notes

Exhibit E     Form of Certificate to Be Delivered in Connection with
              Transfers to Non-QIB Accredited Investors

Exhibit F     Form of Certificate to Be Delivered in Connection with
              Transfers Pursuant to Regulation S




                                      -v-


<PAGE>


                                    INDENTURE

                  INDENTURE dated as of August 16, 2004 among Crompton
Corporation, a Delaware corporation (the "Company"), the Guarantors (as defined
herein) listed on Schedule A hereto, Wells Fargo Bank, National Association, as
trustee (the "Trustee") and Deutsche Bank Trust Company Americas ("DBTCA"), as
Note Custodian, Paying Agent and Registrar.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Company's 9 7/8% Senior Notes due 2012:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.1. Definitions.

                  "Accredited Investors" means institutional accredited
investors as defined in Rule 501(a)(1), (2), (3), (5) or (7) under the
Securities Act.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Restricted Subsidiaries or assumed in connection with
the acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                  "Additional Notes" means 9 7/8% Senior Notes due 2012 issued
after the Issue Date pursuant to Article II and in compliance with Section 4.9.

                  "Additional Assets" means (a) any properties or assets to be
owned by the Company or any Restricted Subsidiary and to be used in the business
of the Company and its Restricted Subsidiaries as existing on the Issue Date or
in businesses reasonably related thereto; or (b) Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.


<PAGE>


                                      -2-


                  "Affiliate Transaction" has the meaning set forth in Section
4.11.

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or any
Restricted Subsidiary of the Company, or shall be merged with or into the
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by
the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) which constitute all
or substantially all of the assets of such Person or comprises any division or
line of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of: (1) any Capital Stock of any Restricted Subsidiary of the
Company (other than director's qualifying shares or shares required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary); or (2) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that asset sales or other dispositions shall not
include: (a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $5.0 million; (b) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted
under Section 5.1; (c) any Restricted Payment permitted by Section 4.7 or that
constitutes a Permitted Investment; (d) the sale or discount, in each case
without recourse, of accounts receivable arising in the ordinary course of
business, but only in connection with the compromise or collection thereof; (e)
disposals or replacements of obsolete or worn out equipment, (f) sales of
accounts receivable and related assets (including contract rights) of the type
specified in the definition of "Qualified Securitization Transaction" to a
Securitization Entity for the fair market value thereof; (g) the surrender or
waiver of contract rights or the settlement, release, or surrender of contract,
tort or other claims; (h) the granting of Liens not otherwise prohibited by the
Indenture; and (i) sales of accounts receivable from European Subsidiaries of
the Company to a factoring entity for value equivalent to the face value of the
account receivable so sold.



<PAGE>
                                      -3-


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

                  "Board of Directors" means, as to any Person, the board of
directors (or similar governing body) of such Person or any duly authorized
committee thereof.

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

                  "Brazilian Program" means the existing program, or a successor
thereto, pursuant to which the Company guarantees loans made in Brazil to
distributors of the Company's products to facilitate payments to the Company or
its Restricted Subsidiaries.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions (including, without
limitation, the Federal Reserve System) or the Corporate Trust Office of the
Trustee are authorized or required by law to close in New York City.

                  "Capital Stock" means:

                  (1) with respect to any Person that is a corporation, any and
         all shares, interests, participations or other equivalents (however
         designated and whether or not voting) of corporate stock, including
         each class of Common Stock and Preferred Stock of such Person, and all
         options, warrants or other rights to purchase or acquire any of the
         foregoing; and

                  (2) with respect to any Person that is not a corporation, any
         and all partnership, membership or other equity interests of such
         Person, and all options, warrants or other rights to purchase or
         acquire any of the foregoing.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means:

                  (1) marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency thereof and backed by the full faith and credit of the
         United States, in each case maturing within one year from the date of
         acquisition thereof;


<PAGE>
                                      -4-


                  (2) marketable direct obligations issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof maturing within one year from the
         date of acquisition thereof and, at the time of acquisition, having one
         of the two highest ratings obtainable from either S&P or Moody's;

                  (3) commercial paper and other debt securities maturing no
         more than one year from the date of creation thereof and, at the time
         of acquisition, having a rating of at least A-1 from S&P or at least
         P-1 from Moody's;

                  (4) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any bank
         organized under the laws of the United States of America or any state
         thereof or the District of Columbia or any U.S. branch of a foreign
         bank having at the date of acquisition thereof combined capital and
         surplus of not less than $250.0 million;

                  (5) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clause (1)
         above entered into with any bank meeting the qualifications specified
         in clause (4) above;

                  (6) investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above; and

                  (7) with respect to a Foreign Subsidiary, obligations of
         foreign obligors (including foreign sovereign nations) correlative in
         type, maturity and rating to those set forth in clauses (1) through (5)
         above.

                  "Certificated Notes" means, collectively, the U.S.
Certificated Notes and the Offshore Certificated Notes.

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company and its Restricted
         Subsidiaries taken as a whole to any Person or group of related Persons
         for purposes of Section 13(d) of the Exchange Act (a "Group"), together
         with any Affiliates thereof (whether or not otherwise in compliance
         with the provisions of this Indenture);


<PAGE>
                                      -5-


                  (2) the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3) any Person or Group (other than any entity formed for the
         purpose of owning Capital Stock of the Company) shall become the owner,
         directly or indirectly, beneficially or of record, of shares
         representing more than 50% of the aggregate ordinary voting power
         represented by the issued and outstanding Capital Stock of the Company;
         or

                  (4) the replacement of a majority of the Board of Directors of
         the Company over a two-year period from the directors who constituted
         the Board of Directors of the Company at the beginning of such period,
         and such replacement shall not have been approved by a vote of at least
         a majority of the Board of Directors of the Company then still in
         office who either were members of such Board of Directors at the
         beginning of such period or whose election as a member of such Board of
         Directors was previously so approved.

                  "Change of Control Offer" has the meaning set forth in Section
4.15.

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.15.

                  "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
Luxembourg.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of, such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "Company" means Crompton Corporation, a Delaware corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Person.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of:

                  (1)      Consolidated Net Income; and

                  (2) to the extent Consolidated Net Income has been reduced
thereby,


<PAGE>
                                      -6-


                           (a) all income taxes of such Person and its
                  Restricted Subsidiaries, paid or accrued in accordance with
                  GAAP for such period (other than income taxes attributable to
                  extraordinary, unusual or nonrecurring gains or losses or
                  taxes attributable to sales or dispositions outside the
                  ordinary course of business);

                           (b) Consolidated Interest Expense; and

                           (c) Consolidated Non-cash Charges less any non-cash
                  items increasing Consolidated Net Income for such period, all
                  as determined on a consolidated basis for such Person and its
                  Restricted Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                  (1) the incurrence or repayment of any Indebtedness of such
         Person or any of its Restricted Subsidiaries (and the application of
         the proceeds thereof) giving rise to the need to make such calculation
         and any incurrence or repayment of other Indebtedness (and the
         application of the proceeds thereof), other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to working capital facilities,
         occurring during the Four Quarter Period or at any time subsequent to
         the last day of the Four Quarter Period and on or prior to the
         Transaction Date, as if such incurrence or repayment, as the case may
         be (and the application of the proceeds thereof), occurred on the first
         day of the Four Quarter Period; and

                  (2) any asset sales or other dispositions or Asset
         Acquisitions (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of such
         Person or one of its Restricted Subsidiaries (including any Person who
         becomes a Restricted Subsidiary as a result of the Asset Acquisition)
         incurring, assuming or otherwise being liable for Acquired Indebtedness
         and also including any Consolidated EBITDA (including any pro forma
         expense and cost reductions calculated on a basis consistent with
         Regulation S-X under the Exchange Act) attributable to the assets which
         are the subject of the Asset Acquisition or asset sale or other
         disposition during the Four Quarter Period) occurring during the Four
         Quarter Period or at any time subsequent to the last day of the Four
         Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or other disposition or Asset Acquisition (including the
         incurrence, assumption or liability for any such Acquired Indebtedness)
         occurred on the first day of the Four Quarter Period. If such Person or
         any of its Restricted Subsidiaries directly or indirectly guarantees
         Indebtedness of a third Person, the preceding sentence shall give
         effect to the incurrence of such guaranteed Indebtedness as if such
         Person or any Restricted Subsidiary of such Person had directly
         incurred or otherwise assumed such guaranteed Indebtedness.


<PAGE>
                                      -7-


                  Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio":

                  (1) interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on such Indebtedness in
         effect on the Transaction Date; and

                  (2) notwithstanding clause (1) above, interest on Indebtedness
         determined on a fluctuating basis, to the extent such interest is
         covered by agreements relating to Interest Swap Obligations, shall be
         deemed to accrue at the rate per annum resulting after giving effect to
         the operation of such agreements.

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

                  (1)      Consolidated Interest Expense; plus

                  (2) the product of (x) the amount of all dividend payments on
         any series of Preferred Stock of such Person (other than dividends paid
         in Qualified Capital Stock) paid, accrued or scheduled to be paid or
         accrued during such period times (y) a fraction, the numerator of which
         is one and the denominator of which is one minus the then current
         effective consolidated federal, state and local income tax rate of such
         Person, expressed as a decimal.

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

                  (1) the aggregate of the interest expense of such Person and
         its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including without
         limitation: (a) any amortization of debt discount and amortization or
         write-off of deferred financing costs; (b) the net costs under Interest
         Swap Obligations; (c) all capitalized interest; and (d) the interest
         portion of any deferred payment obligation; and


<PAGE>
                                      -8-


                  (2) the interest component of Capitalized Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by such Person and
         its Restricted Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom:

                  (1) after-tax gains or losses from Asset Sales (without regard
         to the $2.5 million limitation set forth in the definition thereof) or
         abandonments or reserves relating thereto;

                  (2) after-tax items classified as extraordinary or
         nonrecurring gains or losses;

                  (3) the net income (but not loss) of any Restricted Subsidiary
         of the referent Person to the extent (and up to the amount) that the
         declaration of dividends or similar distributions by that Restricted
         Subsidiary of that income is restricted by a contract, operation of law
         or otherwise, which restriction has not been waived;

                  (4) the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash
         dividends or distributions paid to the referent Person or to a
         Restricted Subsidiary of the referent Person by such Person;

                  (5) any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Consolidated Net Income accrued at any time following the Issue Date;

                  (6) income or loss attributable to discontinued operations
         (including, without limitation, operations disposed of during such
         period whether or not such operations were classified as discontinued);
         and

                  (7) in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

For the purposes of this definition of Consolidated Net Income, "nonrecurring"
means any gain or loss as of any date that is not reasonably likely to recur
within the two years following such date; provided that if there was a gain or
loss similar to such gain or loss within the two years preceding such date, such
gain or loss shall not be deemed nonrecurring.


<PAGE>
                                      -9-


                  "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

                  "Consolidated Tangible Assets" means total consolidated assets
of the Company and its Restricted Subsidiaries, less the following:

                  (1) all depreciation and valuation reserves and all other
         reserves (except reserves for contingencies which have not been
         allocated to any particular purpose) of the Company and its Restricted
         Subsidiaries;

                  (2) the net book amount of all intangible assets of the
         Company and its Restricted Subsidiaries, including, but without
         limitation, the unamortized portions of such items as good will,
         trademarks, trade names, patents and debt discount and expense less
         debt premium; and

                  (3) appropriate adjustments on account of minority interests
         of other Persons holding stock in Restricted Subsidiaries.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereto is located at Sixth Street and Marquette Avenue,
MAC N9303-120, Minneapolis, Minnesota 55479, Attention: Crompton Administrator,
or such other address as the Trustee may designate from time to time by notice
to the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
8.3.

                  "Credit Agreement" means the Credit Agreement dated on or
about the Issue Date by and among the Company, the lenders party thereto in
their capacities as lenders thereunder, Deutsche Bank AG, Cayman Islands Branch,
as deposit bank, Deutsche Bank AG New York Branch, as administrative agent,
together with the related documents and agreements thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such documents and agreements may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time,
including one or more credit agreements, loan agreements, indentures or similar
agreements extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or agreements or any successor or replacement agreement or
agreements and whether by the same or any other agent, lender or group of
lenders, whether such refinancing or replacement is under one or more debt
facilities or commercial paper facilities, indentures or other agreements, in
each case with banks or other institutional lenders or trustees or investors
providing for revolving credit loans, term loans, notes or letters of credit,
together with related documents thereto.


<PAGE>
                                      -10-


                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary of the Company against
fluctuations in currency values.

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6 as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control) on or prior to the final maturity date of the Notes.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States or any state thereof.

                  "Equity Offering" means any public or private issuance or sale
of Qualified Capital Stock of the Company.

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

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

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


<PAGE>
                                      -11-


                  "Excluded Asset Sale" means an Asset Sale consisting of a
separate business segment, division or line of business which, together with any
other Excluded Asset Sale, does not comprise assets or properties that generated
Operating Cash Flow of more than an aggregate of 6.5% of Operating Cash Flow of
the Company, calculated based on, in each case, a percentage of Operating Cash
Flow for the most recent four full fiscal quarters for which financial
statements are available, and, if such Asset Sale consists of assets or
properties that are classified as discontinued operations, calculated, with
respect to the Company, including such discontinued operation in Operating Cash
Flow; provided that the total fair market value for all Excluded Asset Sales
shall not exceed $150.0 million.

                  "Existing Indenture" means the Indenture dated as of February
1, 1993, as supplemented by the First Supplemental Indenture dated as of
February 1, 1996, each as in effect on the Issue Date.
                  "Existing Securities" means the 7.75% Debentures due April 11,
2023, the 6-1/8% Notes due 2006 and the 6-7/8% Debentures due 2026.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Except as otherwise noted, fair market value shall be determined by
the Board of Directors of the Company acting reasonably and in good faith and
shall be evidenced by a Board Resolution of the Board of Directors of the
Company and delivered to the Trustee.

                  "Floating Rate Notes" means the Floating Rate Notes due 2010
of the Company.

                  "Floating Rate Notes Guarantee" means a guarantee of the
Floating Rate Notes by a Guarantor.

                  "Floating Rate Notes Indenture" means the indenture dated as
of August 16, 2004 among the Company, the Guarantors, and Wells Fargo Bank,
National Association, as trustee under which the Floating Rate Notes were
issued.

                  "Foreign Subsidiary" means any Restricted Subsidiary other
than a Domestic Restricted 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 may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date.


<PAGE>
                                      -12-


                  "Guarantee" means a guarantee of the Notes by a Guarantor.

                  "Guarantor" means (1) each of Uniroyal Chemical Company Inc.,
a New Jersey corporation; Uniroyal Chemical Company Inc., a Delaware
corporation; Crompton Holding Corporation; Crompton Colors Incorporated; Kem
Manufacturing Corporation; Uniroyal Chemical Company Limited (Delaware); GT Seed
Treatment Inc.; Uniroyal Chemical Export Limited; GT Seed International Company;
Naugatuck Treatment Company; Crompton Sales Company Inc.; CNK Chemical Realty
Corporation; Uniroyal Chemical Leasing Company, Inc.; Weber City Road LLC;
Monochem, Inc.; Crompton Monochem, Inc.; Davis-Standard Corporation; and
Crompton Europe Financial Services Company, and (2) each of the Company's
Restricted Subsidiaries that in the future executes a supplemental indenture in
which such Restricted Subsidiary agrees to be bound by the terms of this
Indenture as a Guarantor; provided that any Person constituting a Guarantor as
described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms of this Indenture.

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

                  "incur" has the meaning set forth in Section 4.9.

                  "Indebtedness" means with respect to any Person, without
duplication,

                  (1) all indebtedness of such Person for borrowed money;

                  (2) all indebtedness of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3) all Capitalized Lease Obligations of such Person;

                  (4) all Obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all Obligations under any title retention agreement (but excluding
         trade accounts payable and other accrued liabilities arising in the
         ordinary course of business that are not overdue by 90 days or more or
         are being contested in good faith by appropriate proceedings promptly
         instituted and diligently conducted);

                  (5) all Obligations for the reimbursement of any obligor on
         any letter of credit, banker's acceptance or similar credit
         transaction;


<PAGE>
                                      -13-


                  (6) guarantees and other contingent obligations in respect of
         Indebtedness referred to in clauses (1) through (5) above and clause
         (8) below;

                  (7) all Obligations of any other Person of the type referred
         to in clauses (1) through (6) which are secured by any lien on any
         property or asset of such Person, the amount of such Obligation being
         deemed to be the lesser of the fair market value of such property or
         asset or the amount of the Obligation so secured;

                  (8) all Obligations under currency agreements and interest
         swap agreements of such Person; and

                  (9) all Disqualified Capital Stock issued by such Person with
         the amount of Indebtedness represented by such Disqualified Capital
         Stock being equal to the greater of its voluntary or involuntary
         liquidation preference and its maximum fixed repurchase price, but
         excluding accrued dividends, if any.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock.

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

                  "Indentures" means, collectively, this Indenture and the
Floating Rate Notes Indenture, each as amended or supplemented from time to
time.

                  "Independent Financial Advisor" means a firm which, in the
judgment of the Board of Directors of the Company, is independent and qualified
to perform the task for which it is to be engaged.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.


<PAGE>
                                      -14-


                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries in the ordinary course of
business and on commercially reasonable terms. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of any
direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, the Company no longer owns, directly or
indirectly, greater than 50% of the outstanding Common Stock of such Restricted
Subsidiary, 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 Common
Stock of such Restricted Subsidiary not sold or disposed of.

                  "Investment Grade Rating" means (i) with respect to Moody's, a
rating equal to or higher than Baa3 (or the equivalent), and (ii) with respect
to S&P, a rating equal to or higher than BBB- (or the equivalent).

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

                  "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest) but not including any interests in
accounts receivable and related assets conveyed by the Company or any of its
Restricted Subsidiaries in connection with any Qualified Securitization
Transaction.

                  "Moody's" means Moody's Investors Service, Inc. (or any
successor to the rating agency business thereof).

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1) reasonable out-of-pocket expenses and fees relating to
         such Asset Sale (including, without limitation, legal, accounting and
         investment banking fees and sales commissions);


<PAGE>
                                      -15-


                  (2) taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements;

                  (3) repayment of Indebtedness and any accrued interest or
         premium that is secured by the property or assets that are the subject
         of such Asset Sale; and

                  (4) appropriate amounts to be provided by the Company or any
         Restricted Subsidiary, as the case may be, as a reserve, in accordance
         with GAAP, against any liabilities associated with such Asset Sale and
         retained by the Company or any Restricted Subsidiary, as the case may
         be, after such Asset Sale, including, without limitation, pension and
         other post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such Asset Sale.

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

                  "Notes" means the Series A Notes, the Series B Notes and
Private Exchange Notes, if any, that are issued under this Indenture, as amended
or supplemented from time to time.

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

                  "Officer" means (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Controller, the Secretary, any Assistant Secretary or any
Vice-President of such Person and (b) with respect to any other Person, the
individuals selected by such Person to perform functions similar to those of the
officers listed in clause (a).

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the principal
accounting officer of the Company, that meets the requirements of Sections 12.4
and 12.5.

                  "Offshore Certificated Notes" means permanent Certificated
Notes in registered form in substantially the form set forth in Exhibit A,
issued pursuant to Section 2.6 hereof in exchange for interests in the Rule 144A
Global Notes or the Regulation S Global Note.


<PAGE>
                                      -16-


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

                  "Operating Cash Flow" means the sum of operating profit and
depreciation and amortization.

                  "Pari Passu Indebtedness" means any Indebtedness of the
Company or any Guarantor that ranks pari passu in right of payment with the
Notes or the Guarantee of such Guarantor, as applicable.

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (1) Indebtedness under the Notes issued on the Issue Date in
         an aggregate principal amount not to exceed $375.0 million and the
         Exchange Notes (as defined in the Registration Rights Agreement) and
         the Guarantees thereof;

                  (2) Indebtedness incurred pursuant to the Credit Agreement in
         an aggregate principal amount at any time outstanding not to exceed
         $300.0 million less the amount of any payments made under the Credit
         Agreement pursuant to clause (3)(i) of Section 4.10(a);

                  (3) other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date including, without
         limitation, the Floating Rate Notes, reduced by the amount of any
         scheduled amortization payments or permanent prepayments when actually
         paid or permanent reductions thereon, as applicable;

                  (4) Interest Swap Obligations of the Company or any Restricted
         Subsidiary of the Company covering Indebtedness of the Company or any
         of its Restricted Subsidiaries; provided, however, that such Interest
         Swap Obligations are entered into to protect the Company and its
         Restricted Subsidiaries from fluctuations in interest rates on its
         outstanding Indebtedness to the extent the notional principal amount of
         such Interest Swap Obligation does not, at the time of the incurrence
         thereof, exceed the principal amount of the Indebtedness to which such
         Interest Swap Obligation relates;

                  (5) Indebtedness under Currency Agreements; provided that in
         the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements do not increase the Indebtedness of the Company and
         its Restricted Subsidiaries outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;


<PAGE>
                                      -17-


                  (6) Indebtedness of a Restricted Subsidiary of the Company to
         the Company or to a Restricted Subsidiary of the Company for so long as
         such Indebtedness is held by the Company or a Restricted Subsidiary of
         the Company or the holder of a Lien permitted under this Indenture, in
         each case subject to no Lien held by a Person other than the Company or
         a Restricted Subsidiary of the Company or the holder of a Lien
         permitted under this Indenture; provided that if as of any date any
         Person other than the Company or a Restricted Subsidiary of the Company
         or the holder of a Lien permitted under this Indenture owns or holds
         any such Indebtedness or holds a Lien in respect of such Indebtedness,
         such date shall be deemed the incurrence of Indebtedness not
         constituting Permitted Indebtedness under this clause (6) by the issuer
         of such Indebtedness;

                  (7) Indebtedness of the Company to a Restricted Subsidiary of
         the Company for so long as such Indebtedness is held by a Restricted
         Subsidiary of the Company or the holder of a Lien permitted under this
         Indenture, in each case subject to no Lien other than a Lien permitted
         under this Indenture; provided that (a) any Indebtedness of the Company
         to any Restricted Subsidiary of the Company that is not a Guarantor is
         unsecured and subordinated, pursuant to a written agreement, to the
         Company's obligations under this Indenture and the Notes and (b) if as
         of any date any Person other than a Restricted Subsidiary of the
         Company or the holder of a Lien permitted under this Indenture owns or
         holds any such Indebtedness or any Person holds a Lien in respect of
         such Indebtedness, such date shall be deemed the incurrence of
         Indebtedness not constituting Permitted Indebtedness under this clause
         (7) by the Company;

                  (8) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within five business
         days of incurrence;

                  (9) Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of performance bonds, bankers' acceptances,
         workers' compensation claims, surety or appeal bonds, payment
         obligations in connection with self-insurance or similar obligations,
         and bank overdrafts (and letters of credit in respect thereof) in the
         ordinary course of business;

                  (10) Indebtedness represented by Capitalized Lease Obligations
         and Purchase Money Indebtedness of the Company and its Restricted
         Subsidiaries incurred in the ordinary course of business not to exceed
         the greater of (a) $20.0 million or (b) 1% of Consolidated Tangible
         Assets of the Company, at any one time outstanding;

                  (11) Refinancing Indebtedness;


<PAGE>
                                      -18-


                  (12) Indebtedness represented by guarantees by the Company or
         its Restricted Subsidiaries of Indebtedness otherwise permitted to be
         incurred under this Indenture;

                  (13) Indebtedness of the Company or any Restricted Subsidiary
         consisting of guarantees, indemnities or obligations in respect of
         purchase price adjustments in connection with the acquisition or
         disposition of assets;

                  (14) additional Indebtedness of the Company and its Restricted
         Subsidiaries in an aggregate principal amount not to exceed $50.0
         million at any one time outstanding (which amount may, but need not, be
         incurred in whole or in part under the Credit Agreement);

                  (15) the incurrence by a Securitization Entity of Indebtedness
         in a Qualified Securitization Transaction that is not recourse to the
         Company or any Restricted Subsidiary (except for Standard
         Securitization Undertakings);

                  (16) Indebtedness incurred during any Suspension Period;

                  (17) guarantees made in connection with the Brazilian Program
         not to exceed $5.0 million at any one time outstanding;

                  (18) Indebtedness incurred to refinance attributed
         indebtedness (and to pay reasonable fees, expenses or premiums)
         associated with a Securitization Entity incurred in the ordinary course
         of business and refinancings thereof; and

                  (19) Indebtedness of Foreign Subsidiaries in an aggregate
         principal amount not to exceed $25.0 million at any one time
         outstanding (which amount may, but need not, be incurred in whole or in
         part under the Credit Agreement) ("Permitted Foreign Subsidiary
         Indebtedness").

                  For purposes of determining compliance with Section 4.9, 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 (19)
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of Section 4.9, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with Section 4.9; provided that all secured Indebtedness
outstanding under the Credit Agreement up to the maximum amount permitted under
clause (2) above shall be deemed to have been incurred pursuant to clause (2).
Accrual of interest, accretion or amortization of original issue discount,
fluctuations in currency exchange rates, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.9.


<PAGE>
                                      -19-


                  "Permitted Investments" means:

                  (1) Investments by the Company or any Restricted Subsidiary of
         the Company in any Person that is or will become immediately after such
         Investment a Restricted Subsidiary of the Company or that will merge or
         consolidate into the Company or a Restricted Subsidiary of the Company;
         provided, however, that this clause (1) shall not permit any investment
         by the Company or a Domestic Restricted Subsidiary in a Foreign
         Subsidiary other than cash or Cash Equivalents and transfers of other
         property in the ordinary course of business;

                  (2) Investments in the Company by any Restricted Subsidiary of
         the Company; provided that any Indebtedness evidencing such Investment
         and held by a Restricted Subsidiary that is not a Guarantor is
         unsecured and subordinated, pursuant to a written agreement, to the
         Company's obligations under the Notes and this Indenture;

                  (3) investments in cash and Cash Equivalents;

                  (4) loans and advances to employees, directors and officers of
         the Company and its Restricted Subsidiaries in the ordinary course of
         business for bona fide business purposes not in excess of $2.0 million
         at any one time outstanding;

                  (5) Currency Agreements and Interest Swap Obligations entered
         into in the ordinary course of the Company's or its Restricted
         Subsidiaries' businesses and otherwise in compliance with this
         Indenture;

                  (6) additional Investments not to exceed $35.0 million at any
         one time outstanding;

                  (7) Investments in securities of trade creditors or customers
         received pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of such trade creditors or customers
         or in good faith settlement of delinquent obligations of such trade
         creditors or customers;

                  (8) Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10.

                  (9) Investments represented by guarantees that are otherwise
         permitted under this Indenture;


<PAGE>
                                      -20-


                  (10) Investments the payment for which is Qualified Capital
         Stock of the Company;

                  (11) any Indebtedness of the Company to any of its
         Subsidiaries incurred in connection with the purchase of accounts
         receivable and related assets by the Company from any such Subsidiary
         which assets are subsequently conveyed by the Company to a
         Securitization Entity in a Qualified Securitization Transaction;

                  (12) Investments relating to purchase or acquisition of
         products or services from vendors, manufacturers or suppliers in the
         ordinary course of business;

                  (13) Deposits required by government agencies or public
         utilities (including pertaining to taxes or other charges) in the
         ordinary course of business;

                  (14) any assets, Capital Stock or other securities to the
         extent acquired in exchange for shares of Qualified Capital Stock;

                  (15) any Investment made in joint ventures of the Company or
         its Restricted Subsidiaries in existence on the Issue Date and pursuant
         to documentation as in effect on the Issue Date, not to exceed $4.0
         million in any fiscal year (other than any modifications which merely
         extend the term of such Investment);

                  (16) Investments made during any Suspension Period;

                  (17) Investments consisting of guarantees made pursuant to
         clause (17) of the definition of Permitted Indebtedness; and

                  (18) the acquisition by the Company of obligations of one or
         more officers, directors or employees of the Company or any of its
         Subsidiaries in connection with such officers', directors' or
         employees' acquisition of shares of capital stock of the Company so
         long as no cash is paid by the Company or any of its Subsidiaries to
         such officers, directors or employees in connection with the
         acquisition of any such obligations.

                  "Permitted Liens" means the following types of Liens:

                  (1) Liens for taxes, assessments or governmental charges or
         claims either (a) not delinquent or (b) contested in good faith by
         appropriate proceedings and as to which the Company or its Restricted
         Subsidiaries shall have set aside on its books such reserves as may be
         required pursuant to GAAP;

                  (2) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if a reserve
         or other appropriate provision, if any, as required by GAAP shall have
         been made in respect thereof;

<PAGE>
                                      -21-


                  (3) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, including any Lien
         securing letters of credit issued in the ordinary course of business
         consistent with past practice in connection therewith, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money);

                  (4) judgment Liens not giving rise to an Event of Default so
         long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

                  (5) easements, rights-of-way, zoning restrictions and other
         similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of the Company or any of its Restricted Subsidiaries;

                  (6) any interest or title of a lessor under any Capitalized
         Lease Obligation; provided that such Liens do not extend to any
         property or assets which is not leased property subject to such
         Capitalized Lease Obligation;

                  (7) Liens securing Purchase Money Indebtedness incurred in the
         ordinary course of business; provided, however, that (a) such Purchase
         Money Indebtedness shall not exceed the purchase price or other cost of
         such property or equipment and shall not be secured by any property or
         equipment of the Company or any Restricted Subsidiary of the Company
         other than the property and equipment so acquired and (b) the Lien
         securing such Purchase Money Indebtedness shall be created within 120
         days of such acquisition;

                  (8) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
         bankers' acceptances issued or created for the account of such Person
         to facilitate the purchase, shipment or storage of such inventory or
         other goods;

                  (9) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;


<PAGE>
                                      -22-


                  (10) Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual, or warranty
         requirements of the Company or any of its Restricted Subsidiaries,
         including rights of offset and set-off;

                  (11) Liens securing Interest Swap Obligations which Interest
         Swap Obligations relate to Indebtedness that is otherwise permitted
         under this Indenture;

                  (12) Liens securing Indebtedness under Currency Agreements;

                  (13) Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.9; provided that

                           (a) such Liens secured such Acquired Indebtedness at
                  the time of and prior to the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company and were not granted in connection with, or in
                  anticipation of, the incurrence of such Acquired Indebtedness
                  by the Company or a Restricted Subsidiary of the Company; and

                           (b) such Liens do not extend to or cover any property
                  or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders in any material respect as determined by the Board
                  of Directors of the Company than those securing the Acquired
                  Indebtedness prior to the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company;

                  (14) Liens on assets of a Restricted Subsidiary of the Company
         that is not a Guarantor to secure Indebtedness of such Restricted
         Subsidiary that is otherwise permitted under this Indenture;

                  (15) leases, subleases, licenses and sublicenses granted to
         others that do not materially interfere with the ordinary cause of
         business of the Company and its Restricted Subsidiaries;

                  (16) banker's Liens, rights of setoff and similar Liens with
         respect to cash and Cash Equivalents on deposit in one or more bank
         accounts in the ordinary course of business;

                  (17) Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;


<PAGE>
                                      -23-


                  (18) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payments of custom duties in connection
         with the importation of goods; and

                  (19) Liens incurred in the ordinary course of business of the
         Company or any Restricted Subsidiary of the Company with respect to
         obligations that do not exceed $2.5 million in an aggregate principal
         amount at any one time outstanding.

                  "Person" means an individual, partnership, corporation,
unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Private Exchange Notes" has the meaning given to such term in
the Registration Rights Agreement.

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or
the cost of installation, construction or improvement, of property or equipment
(including Capital Stock).

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided.

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

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer pursuant to customary terms
to:


<PAGE>
                                      -24-


                  (1) a Securitization Entity or to the Company, which
         subsequently transfers to a Securitization Entity (in the case of a
         transfer by the Company or any of its Restricted Subsidiaries); and

                  (2) any other person (in the case of transfer by a
         Securitization Entity),

or may grant a security interest in any accounts receivable (whether now
existing or arising or acquired in the future) of the Company or any of its
Restricted Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
contract rights and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets
(including contract rights) which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.

                  "Rating Agencies" means Moody's and S&P.

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

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided.

                  "Refinance" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.9 (other than pursuant to clauses (2), (4), (5), (6),
(7), (8), (9), (10), (12), (13), (14), (15), (17), (18) or (19) of the
definition of Permitted Indebtedness), in each case that does not:

                  (1) result in an increase in the aggregate principal amount of
         Indebtedness of such Person as of the date of such proposed Refinancing
         (plus the amount of any premium required to be paid under the terms of
         the instrument governing such Indebtedness and plus the amount of
         reasonable fees and expenses incurred by the Company in connection with
         such Refinancing); or

                  (2) create Indebtedness with: (a) a Weighted Average Life to
         Maturity that is less than the Weighted Average Life to Maturity of the
         Indebtedness being Refinanced; or (b) a final maturity earlier than the
         final maturity of the Indebtedness being Refinanced; provided that (x)
         if such Indebtedness being Refinanced is Indebtedness solely of the
         Company (and is not otherwise guaranteed by a Restricted Subsidiary of
         the Company), then such Refinancing Indebtedness shall be Indebtedness
         solely of the Company and (y) if such Indebtedness being Refinanced is
         subordinate or junior to the Notes or any Guarantee, then such
         Refinancing Indebtedness shall be subordinate to the Notes or such
         Guarantee, as the case may be, at least to the same extent and in the
         same manner as the Indebtedness being Refinanced.


<PAGE>
                                      -25-


                  "Registration Rights Agreement" means (i) the Registration
Rights Agreement dated as of the Issue Date among the Company, the Guarantors
and the Initial Purchasers and (ii) any other registration rights agreement
entered into in connection with the issuance of Additional Notes in a private
offering after the Issue Date.

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

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

                  "S&P" means Standard & Poor's Ratings Service, a division of
McGraw Hill, Inc. (or any successor to the rating agency business thereof).

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

                  "Secured Leverage Ratio" means the ratio of (i) outstanding
secured Indebtedness of the Company and its Restricted Subsidiaries (including
Indebtedness attributed to any Securitization Entity) to (ii) Consolidated
EBITDA of the Company and its Restricted Subsidiaries for the four full fiscal
quarters ending prior to the date of the transaction giving rise to the need to
calculate the Secured Leverage Ratio for which financial statements are
available, calculated on the same basis as the calculation of Consolidated
EBITDA used in the definition of Consolidated Fixed Charge Coverage Ratio.


<PAGE>
                                      -26-


                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                  "Series A Notes" means the Company's 9 7/8% Senior Notes due
2012.

                  "Series B Notes" means notes issued by the Company hereunder
containing terms identical to the Series A Notes (except (i) that interest
thereon shall accrue from the last date on which interest was paid on the Series
A Notes or, if no such interest has been paid, from the date of original
issuance, (ii) that the legend or legends relating to transferability and other
related matters set forth on the Series A Notes, including the text referred to
in footnote 2 of Exhibit A hereto, shall be removed or appropriately altered and
(iii) as otherwise set forth herein), to be offered to Holders of Series A Notes
in exchange for Series B Notes pursuant to the Exchange Offer or any exchange
offer specified in any registration rights agreement relating to the Additional
Notes or to be offered in connection with any issuance of Additional Notes
pursuant to a registration statement filed pursuant to the Securities Act.

                  "Securitization Entity" means a Wholly Owned Subsidiary of the
Company or another person in which the Company or any Restricted Subsidiary of
the Company makes an Investment and to which the Company or any Restricted
Subsidiary of the Company transfers accounts receivable which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of the Company (as provided
below) as a Securitization Entity:

                  (1) no portion of the Indebtedness or any other Obligations
        (contingent or otherwise) of which:

                           (i) is guaranteed by the Company or any Restricted
                  Subsidiary of the Company (other than the Securitization
                  Entity) (excluding guarantees of Obligations (other than the
                  principal of, and interest on, Indebtedness)) pursuant to
                  Standard Securitization Undertakings;

                          (ii) is recourse to or obligates the Company or any
                  Restricted Subsidiary of the Company (other than the
                  Securitization Entity) in any way other than pursuant to
                  Standard Securitization Undertakings; or

                         (iii) subjects any property or asset of the Company or
                  any Restricted Subsidiary of the Company (other than the
                  Securitization Entity), directly or indirectly, contingently
                  or otherwise, to the satisfaction thereof, other than pursuant
                  to Standard Securitization Undertakings and other than any
                  interest in the accounts receivable and related assets being
                  financed (whether in the form of an equity interest in such
                  assets or subordinated indebtedness payable primarily from
                  such financed assets) retained or acquired by the Company or
                  any Restricted Subsidiary of the Company,


<PAGE>
                                      -27-


                  (2) with which neither the Company nor any Restricted
         Subsidiary of the Company has any material contract, agreement,
         arrangement or understanding other than on terms no less favorable to
         the Company or such Restricted Subsidiary than those that might be
         obtained at the time from persons that are not Affiliates of the
         Company, other than fees payable in the ordinary course of business in
         connection with servicing receivables of such entity, and
                  (3) to which neither the Company nor any Restricted Subsidiary
         of the Company has any obligation to maintain or preserve such entity's
         financial condition or cause such entity to achieve certain levels of
         operating results. Any such designation by the Board of Directors of
         the Company shall be evidenced to the Trustee by filing with the
         Trustee a certified copy of the resolution of the Board of Directors of
         the Company giving effect to such designation and an officers'
         certificate certifying that such designation complied with the
         foregoing conditions.

                  "Significant Subsidiary", with respect to any Person, means
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

                  "Standard Securitization Undertakings" means representations,
warranties, covenants, and indemnities entered into by the Company or any
Restricted Subsidiary of the Company which are reasonably customary in an
accounts receivable securitization transaction.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinated or junior in right of payment to the Notes
or the Guarantee of such Guarantor, as the case may be.

                  "Subsidiary", with respect to any Person, means:

                  (1) any corporation of which the outstanding Capital Stock
         having at least a majority of the votes entitled to be cast in the
         election of directors under ordinary circumstances shall at the time be
         owned, directly or indirectly, by such Person; or

                  (2) any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time, directly
         or indirectly, owned by such Person.

<PAGE>
                                      -28-


                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; provided that in the event the Trust Indenture Act of 1939 is
amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

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

                  "Unrestricted Subsidiary" of any Person means:

                  (1) any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2) any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

                  (1) the Company certifies to the Trustee that such designation
         complies with Section 4.7; and

                  (2) each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7, the portion of the fair market value of the net assets of such Subsidiary
of the Company at the time that such Subsidiary is designated as an Unrestricted
Subsidiary that is represented by the interest of the Company and its Restricted
Subsidiaries in such Subsidiary, as determined in good faith by the Board of
Directors of the Company, shall be deemed to be an Investment. Such designation
will be permitted only if such Investment would be permitted at such time under
Section 4.7.


<PAGE>
                                      -29-


                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1) immediately after giving effect to such designation, the
         Company is able to incur at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) in compliance with Section 4.9; and

                  (2) immediately before and immediately after giving effect to
         such designation, no Default or Event of Default shall have occurred
         and be continuing. Any such designation by the Board of Directors shall
         be evidenced to the Trustee by promptly filing with the Trustee a copy
         of the Board Resolution giving effect to such designation and an
         officers' certificate certifying that such designation complied with
         the foregoing provisions.

                  "U.S. Certificated Notes" means permanent U.S. Certificated
Notes in registered form in substantially the form set forth in Exhibit A that
are offered and sold to Accredited Investors.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of interest on or principal of the U.S.
Government Obligations evidenced by such depository receipt.

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


<PAGE>
                                      -30-


                  "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than in the
case of a Subsidiary, directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by such Person or any Wholly Owned Subsidiary of such Person.

                  Section 1.2. Other Definitions.

<TABLE>
<CAPTION>

                  Term                                                            Defined in Section
                  ----                                                            ------------------
                  <S>                                                             <C>
                  "Adjusted Net Assets"................................                  10.5
                  "Affected Covenants".................................                  4.20
                  "Affiliate Transaction"..............................                  4.11
                  "Agent Members"......................................                  2.6
                  "AI Certificated Note"...............................                  2.1
                  "AI Global Note".....................................                  2.1
                  "Antitrust Liabilities"..............................                  4.10
                  "Covenant Defeasance"................................                  8.3
                  "DBTCA"..............................................                  2.3
                  "Event of Default"...................................                  6.1
                  "Foreign Person".....................................                  2.6
                  "Four Quarter Period"................................                  1.1
                  "Funding Guarantor"..................................                  10.5
                  "Global Notes".......................................                  2.1
                  "Legal Defeasance"...................................                  8.2
                  "Net Proceeds Offer".................................                  4.10
                  "Net Proceeds Offers Amount".........................                  4.10
                  "Net Proceeds Offers Trigger Date"...................                  4.10
                  "Paying Agent".......................................                  2.3
                  "Permanent Regulation S Global Note".................                  2.1
                  "Permitted Foreign Subsidiary Indebtedness...........                  1.1
                  "Private Placement Legend"...........................                  2.6
                  "Registrar"..........................................                  2.3
                  "Regulation S Global Note"...........................                  2.1
                  "Replacement Assets".................................                  4.10
                  "Restricted Payment".................................                  4.7
                  "Rule 144A Global Note"..............................                  2.1

</TABLE>


<PAGE>
                                      -31-

<TABLE>
<CAPTION>

                  Term                                                            Defined in Section
                  ----                                                            ------------------
                  <S>                                                             <C>
                  "Surviving Entity"...................................                  5.1
                  "Suspension Period"..................................                  4.20
                  "Temporary Regulation S Global Note".................                  2.1
                  "Transaction Date"...................................                  1.1

</TABLE>

                  Section 1.3. Incorporation by Reference of Trust Indenture
Act.

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

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

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

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

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

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

                  Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c) "or" is not exclusive;

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


<PAGE>
                                      -32-


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

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

                  Section 1.5. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

                  (c) The ownership of Notes shall be proved by the register
maintained by the Registrar.

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


<PAGE>
                                      -33-


                                   ARTICLE II.

                                    THE NOTES

                  Section 2.1. Form and Dating.

                  The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. The
notation on each Note relating to the Guarantees shall be substantially in the
form set forth on Exhibit C hereto. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                  The terms and provisions contained in the Notes and Guarantees
shall 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.

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form set forth in Exhibit A (the "Rule 144A Global
Note"), deposited with the Note Custodian, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6(h). The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Note Custodian, as custodian
for the Depositary or its nominee, as hereinafter provided.

                  Notes offered and sold to Accredited Investors (as defined in
Rule 501(a)(1), (2), (3), (5) or (7) under the Securities Act) shall be issued
initially in the form of (i) a permanent global Note (the "AI Global Note") in
registered form and (ii) a Certificated Note (the "AI Certificated Note")
registered in such name and in such denomination as the Company shall instruct
the Trustee, each substantially in the form set forth in Exhibit A hereto,
deposited with the Note Custodian, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6 hereof. Notes offered and
sold in offshore transactions in reliance on Regulation S shall be issued
initially in the form of a single temporary global Note in registered form,
substantially in the form set forth in Exhibit A (the "Temporary Regulation S
Global Note"), deposited with the Note Custodian, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Section 2.6(h). At
any time following 40 days after the later of the commencement of the offering
of the Notes and the Issue Date, upon receipt by the Trustee and the Company of
a duly executed certificate substantially in the form of Exhibit D(1) hereto, a
single permanent Global Note in registered form substantially in the form set
forth in Exhibit A (the "Permanent Regulation S Global Note," and together with
the Temporary Regulation S Global Note, the "Regulation S Global Note") duly
executed by the Company and authenticated by the Trustee as hereinafter provided
shall be deposited with the Note Custodian, as custodian for the Depositary, and
the Registrar shall reflect on its books and records the date and a decrease in
the principal amount of the Regulation S Global Note in an amount equal to the
principal amount of the beneficial interest in the Regulation S Global Note
transferred.


<PAGE>
                                      -34-


                  The Rule 144A Global Note, the AI Global Note and the
Regulation S Global Note are sometimes referred to herein as the "Global Notes."

                  Section 2.2. Execution and Authentication.

                  An Officer of the Company shall sign the Notes for the Company
by manual or facsimile signature.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office or position at the
time a Note is authenticated, the Note shall nevertheless be valid. Each
Guarantor shall execute a Guarantee in the manner set forth in Section 10.7.

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

                  The Trustee, upon a written order of the Company signed by an
Officer of the Company, together with the other documents required by Sections
12.4 and 12.5, shall authenticate (i) Series A Notes for original issue on the
Issue Date in the aggregate principal amount not to exceed $375.0 million and
(ii) subject to Section 4.9, Additional Notes. The Trustee, upon written order
of the Company signed by an Officer of the Company, together with the other
documents required by Sections 12.4(a) and 12.5, shall authenticate Series B
Notes or Private Exchange Notes, as the case may be; provided that such Series B
Notes or Private Exchange Notes shall be issuable only upon the valid surrender
for cancellation of Series A Notes of a like aggregate principal amount in
accordance with the Exchange Offer or an exchange offer specified in any
registration rights agreement relating to the Additional Notes or to be offered
in connection with any issuance of Additional Notes pursuant to a registration
statement filed pursuant to the Securities Act. Such written order of the
Company shall specify the amount of Notes to be authenticated and the date on
which the original issue of Notes is to be authenticated. Any Additional Notes
shall be part of the same issue as the Notes being issued on the Issue Date and
will vote on all matters as one class with the Notes being issued on the Issue
Date, including, without limitation, waivers, amendments, redemptions, Change of
Control Offers and Net Proceeds Offers. For the purposes of this Indenture,
except for Section 4.9, references to the Notes include Additional Notes, if
any.

<PAGE>
                                      -35-


                  All Notes issued under this Indenture shall be treated as a
single class for all purposes under this Indenture. The Additional Notes and the
Private Exchange Notes shall bear any legend required by applicable law.

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

                  Section 2.3. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment
("Paying Agent"). The Registrar shall keep a register of the Notes and of their
transfer and exchange. At the option of the Company, payment of interest and
Additional Interest 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, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or the Paying
Agent. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Paying 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
may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry system maintained by the Depositary
(or its agent), and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book entry.

                  The Company initially appoints DBTCA as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes,
until such time as DBTCA has resigned or a successor has been appointed.


<PAGE>
                                      -36-


                  Section 2.4. Paying Agents To Hold Money in Trust.

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

                  Section 2.5. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable 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 or the Guarantors shall furnish or
cause the Registrar to furnish to the Trustee at least five 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 2.6. Transfer and Exchange.

                  (a) Transfer and Exchange Generally: Book Entry Provisions.
Upon surrender for registration of transfer of any Note to the Registrar, and
satisfaction of the requirements for such transfer set forth in this Section
2.6, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes
of any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.2. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.


<PAGE>
                                      -37-


                  All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Registrar, and the Notes shall be duly executed by the Holder thereof or its
attorney duly authorized in writing. Except as otherwise provided in this
Indenture, and in addition to the requirements set forth in the legend referred
to in Section 2.6(h)(i) below, in connection with any transfer of Transfer
Restricted Securities any request for transfer shall be accompanied by a
certification to the Trustee relating to the manner of such transfer
substantially in the form of Exhibit D(2) hereto.

                  (b) Book-Entry Provisions for the Global Notes. The Rule 144A
Global Note, AI Global Note and Regulation S Global Note initially shall (i) be
registered in the name of the Depositary or the nominee of such Depositary, (ii)
be delivered to the Note Custodian as custodian for the Depositary and (iii)
bear legends as set forth in Section 2.6(h).

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

                  Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Beneficial interests in the Rule 144A
Global Note and the Regulation S Global Note may be transferred in accordance
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial
interests in the Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility
or liability for any act or omission of the Depositary.

                  At any time at the request of the beneficial holder of an
interest in the Rule 144A Global Note, AI Global Note or Permanent Regulation S
Global Note to obtain a Certificated Note, such beneficial holder shall be
entitled to obtain a Certificated Note upon written request to the Trustee and
the Note Custodian in accordance with the standing instructions and procedures
existing between the Note Custodian and Depositary for the issuance thereof.
Upon receipt of any such request, the Trustee, or the Note Custodian at the
direction of the Trustee, will cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Note
Custodian, the aggregate principal amount of the Rule 144A Global Note, AI
Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced
by the principal amount of the Certificated Note issued upon such request to
such beneficial holder and, following such reduction, the Company will execute
and the Trustee will authenticate and deliver to such beneficial holder (or its
nominee) a Certificated Note or Certificated Notes in the appropriate aggregate
principal amount in the name of such beneficial holder (or its nominee) and
bearing such restrictive legends as may be required by this Indenture.


<PAGE>
                                      -38-


                  (c) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

                  (i) the Registrar shall register the transfer of any Note,
         whether or not such Note bears the Private Placement Legend, if (x) (A)
         the requested transfer is at least two years after the later of the
         Issue Date of the Notes and (B) the proposed transferee has certified
         to the Registrar that the requested transfer is at least two years
         after last date on which such Note was held by an Affiliate of the
         Company, or (y) the proposed transferee has delivered to the Registrar
         (A) a certificate substantially in the form of Exhibit E hereto and (B)
         such certifications, legal opinions and other information as the
         Trustee and the Company may reasonably request to confirm that such
         transaction is in compliance with the Securities Act; and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the documents, if any, required by clause (i) and (y)
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Global
         Note in an amount equal to the principal amount of the beneficial
         interest in the Global Note to be transferred, and the Company shall
         execute, and the Trustee shall authenticate and deliver, one or more
         Certificated Notes of like tenor and amount.

                  (d) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                  (i) if the Note to be transferred consists of Certificated
         Notes or an interest in the Regulation S Global Note, the Registrar
         shall register the transfer if such transfer is being made by a
         proposed transferor who has checked the box provided for on a
         certificate substantially in the form of Exhibit D(2) stating, or has
         otherwise advised the Company and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who is a QIB within the meaning of Rule 144A and is aware
         that the sale to it is being made in reliance on Rule 144A; and


<PAGE>
                                      -39-


                  (ii) if the proposed transferee is an Agent Member, and the
         Note to be transferred consists of Certificated Notes or an interest in
         the Regulation S Global Note, upon receipt by the Registrar of the
         documents referred to in clause (i) and instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Rule 144A Global Note in an
         amount equal to the principal amount of the Certificated Notes or the
         interest in the Regulation S Global Note, as the case may be, to be
         transferred, and the Trustee shall cancel the Certificated Notes or
         decrease the amount of the Regulation S Global Note so transferred.

                  (e) Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i) the Registrar shall register the transfer of an interest
         in the Temporary Regulation S Global Note if (x) the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit F hereto stating, among other things, that the
         proposed transferee is a Foreign Person or (y) the proposed transferee
         is a QIB and the proposed transferor has checked the box provided for
         on a certificate substantially in the form of Exhibit D(2) stating, or
         has otherwise advised the Company and the Registrar in writing, that
         the sale has been made in compliance with the provisions of Rule 144A
         to a transferee who is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A; and

                  (ii) if the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)(y)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
         Temporary Regulation S Global Note to be transferred, and the Note
         Custodian shall decrease the amount of the Temporary Regulation S
         Global Note.

                  (f) Transfers to Foreign Persons. The following provisions
shall apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

                  (i) the Registrar shall register any proposed transfer of a
         Note to a Foreign Person upon receipt of a certificate substantially in
         the form of Exhibit F hereto from the proposed transferor and such
         certifications, legal opinions and other information as the Trustee or
         the Company may reasonably request; and


<PAGE>
                                      -40-


                  (ii) (a) if the proposed transferor is an Agent Member holding
         a beneficial interest in the Rule 144A Global Note or the Note to be
         transferred consists of Certificated Notes, upon receipt by the
         Registrar of (x) the documents, if any, required by paragraph (i) and
         (y) instructions in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Rule
         144A Global Note in an amount equal to the principal amount of the
         beneficial interest in the Rule 144A Global Note or cancel the
         Certificated Notes, as the case may be, to be transferred, and (b) if
         the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Regulation S Global Note in an amount equal to the principal amount of
         the Certificated Notes to be transferred, and the Note Custodian shall
         decrease the amount of the Rule 144A Global Note.

                  (g) The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository
Trust Company to act as Depositary with respect to the Global Note. Initially,
the Rule 144A Global Note, the AI Global Note and the Regulation S Global Note
shall be issued to the Depositary, registered in the name of Cede & Co., as the
nominee of the Depositary, and deposited with the Note Custodian for Cede & Co.

                  Notes in certificated form issued in exchange for all or a
part of a Global Note pursuant to this Section 2.6 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated Notes in certificated form to the persons in whose
names such Notes in certificated form are so registered.

                  Certificated Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Rule 144A Global Note
or the Permanent Regulation S Global Note, as the case may be, if at any time:

                  (i) the Depositary for the Notes notifies the Company that the
         Depositary is unwilling or unable to continue as Depositary for the
         Rule 144A Global Note, the AI Global Note or the Permanent Regulation S
         Global Note, as the case may be, and a successor Depositary is not
         appointed by the Company within 90 days after delivery of such notice;
         or

                  (ii) the Company, at its sole discretion, notifies the Trustee
         in writing that it elects to cause the issuance of Certificated Notes
         under this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2, authenticate and deliver
Certificated Notes in an aggregate principal amount equal to the principal
amount of the Rule 144A Global Note, the AI Global Note or the Permanent
Regulation S Global Note, as the case may be, in exchange for such Global Notes.


<PAGE>
                                      -41-


                  (h) Legends.

                  (i) Except as permitted by the following paragraphs (ii) and
(iii), each Note certificate evidencing Global Notes and Certificated Notes (and
all Notes issued in exchange therefor or substitution thereof) shall (x) be
subject to the restrictions on transfer set forth in this Section 2.6 (including
those set forth in the legend below) unless such restrictions on transfer shall
be waived by written consent of the Company, and the Holder of each Transfer
Restricted Security, by such Holder's acceptance thereof, agrees to be bound by
all such restrictions on transfer and (y) bear the legend set forth below (the
"Private Placement Legend"):

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 OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR,
(C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)
UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

<PAGE>
                                      -42-


                  (ii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global
Note) pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act:

                  (a) in the case of any Transfer Restricted Security that is a
         Certificated Note, the Registrar shall permit the Holder thereof to
         exchange such Transfer Restricted Security for a Certificated Note that
         does not bear the legend set forth in (i) above and rescind any
         restriction on the transfer of such Transfer Restricted Security; and

                  (b) in the case of any Transfer Restricted Security
         represented by a Global Note, such Transfer Restricted Security shall
         not be required to bear the legend set forth in (i) above, but shall
         continue to be subject to the provisions of Section 2.6(b); provided,
         however, that with respect to any request for an exchange of a Transfer
         Restricted Security that is represented by a Global Note for a
         Certificated Note that does not bear the legend set forth in (i) above,
         which request is made in reliance upon Rule 144, the Holder thereof
         shall certify in writing to the Registrar that such request is being
         made pursuant to Rule 144 (such certifications to be substantially in
         the form of Exhibit D(2) hereto).

                  (iii) Notwithstanding the foregoing, upon consummation of the
Exchange Offer, the Company shall issue and, upon receipt of an authentication
order in accordance with Section 2.2, the Trustee shall authenticate Series B
Notes in exchange for Series A Notes accepted for exchange in the Exchange
Offer, which Series B Notes shall not bear the legend set forth in (i) above,
and the Registrar shall rescind any restriction on the transfer of such Series A
Notes, in each case unless the Company has notified the Registrar in writing
that the Holder of such Series A Notes is either (A) a broker-dealer, (B) a
Person participating in the distribution of the Series A Notes or (C) a Person
who is an affiliate (as defined in Rule 144A) of the Company.


<PAGE>
                                      -43-


                  (iv) (a) Each Global Note, whether or not a Transfer
Restricted Security, shall also bear the following legend on the fact thereof:

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

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

                           (b) Each Temporary Regulation S Global Note shall
also bear the following legend:

         THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION
         S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
         HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
         INDENTURE REFERRED TO BELOW.

         NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
         RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
         CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
         INDENTURE.


<PAGE>
                                      -44-


                  (v) Any Global Note may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with
the provisions of this Indenture as may be required by the Note Custodian, the
Depositary or by the National Association of Securities Dealers, Inc. in order
for the Notes to be tradable on the PORTAL Market or tradable on Euroclear or
Clearstream or as may be required for the Notes to be tradable on any other
market developed for trading of securities pursuant to Rule 144A or Regulation S
under the Securities Act or required to comply with any applicable law or any
regulation thereunder or with the rules and regulations of any securities
exchange or automated quotation system upon which the Notes may be listed or
traded or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Notes are subject.

                  (i) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.11. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Certificated Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Notes shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or the Note Custodian, at the direction of the Trustee, to reflect
such reduction. If any Certificated Note is exchanged for any beneficial
interest in a Global Note, such Certificated Note shall be delivered to the
Trustee for cancellation in accordance with Section 2.11 hereof and such Global
Note shall be increased accordingly and an endorsement shall be made on such
Global Note by the Trustee or the Note Custodian, at the direction of the
Trustee, to reflect such increase. In the event of any transfer of any
beneficial interest between the Rule 144A Global Note and the Regulation S
Global Note in accordance with the standing procedures and instructions between
the Depositary and the Note Custodian and the transfer restrictions set forth
herein, the aggregate principal amount of each of the Rule 144A Global Note and
the Regulation S Global Note shall be appropriately increased or decreased, as
the case may be, and an endorsement shall be made on each of the Rule 144A
Global Note and the Regulation S Global Note by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction or
increase.

                  (j) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Certificated Notes and
Global Notes at the Registrar's request.


<PAGE>
                                      -45-


                  (ii) No service charge shall be made to a Holder for any
registration of transfer, fee 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 3.6
and 9.5).

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

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

                  (v) The Company shall not be required:

                  (a) to issue, to register the transfer of or to exchange Notes
         during a period beginning at the opening of business 15 days before the
         day of any selection of Notes for redemption under Section 3.2 and
         ending at the close of business on the day of selection; or

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

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

                  (vi) Prior to due presentment of 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 all payments with respect to such Notes, and neither the
Trustee, any Agent nor the Company shall be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Certificated Notes and
Global Notes in accordance with the provisions of Section 2.2.


<PAGE>
                                      -46-


                  Section 2.7. Replacement Notes.

                  If any mutilated Note is surrendered to the Trustee or either
the Company or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2, shall
authenticate a replacement Note if the Trustee's requirements for replacement of
Notes 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 Trustee and the Company each may charge such Holder for their
expenses in replacing such Note.

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

                  Section 2.8. Outstanding Notes.

                  The Notes outstanding at any time are all the Notes that have
been 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 or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9, a Note does not cease to be outstanding
because the Company or any of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.7, it shall cease
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser for value.

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

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

                  Section 2.9. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver of
consent, only Notes that a Responsible Officer of the Trustee knows are so owned
shall be so disregarded. The Company agrees to notify the Trustee of the
existence of any such treasury Notes or Notes owned by the Company, any
Guarantor or an Affiliate thereof.


<PAGE>
                                      -47-


                  Section 2.10. Temporary Notes.

                  Until Certificated Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Certificated Notes, but may have such
variations as the Company considers appropriate for temporary Notes and as shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Certificated Notes in exchange
for temporary Notes.

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

                  Section 2.11. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures. The Trustee shall
maintain a record of all cancelled Notes and shall provide evidence to the
Company upon its request of any such cancelled Notes. Subject to Section 2.7,
the Company may not issue new Notes to replace Notes that have been 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,
the Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1. The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date; provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.


<PAGE>
                                      -48-


                  Section 2.13. Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.11, the Company, the Trustee, any Paying
Agent, any co-registrar and any Registrar may deem and treat the person in whose
name any Note shall be registered upon the register of Notes kept by the
Registrar as the absolute owner of such Note (whether or not such Note shall be
overdue and notwithstanding any notation of the ownership or other writing
thereon made by anyone other than the Company, any co-registrar or any
Registrar) for the purpose of receiving all payments with respect to such Note
and for all other purposes, and none of the Company, the Trustee, any Paying
Agent, any co-registrar or any Registrar shall be affected by any notice to the
contrary.

                  Section 2.14. CUSIP Numbers.

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

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

                  Section 3.1. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 5
of the Notes, it shall furnish to the Trustee, at least 30 days but not more
than 60 days before the Redemption Date, an Officers' Certificate setting forth
the Section of this Indenture pursuant to which the redemption shall occur, the
Redemption Date, the principal amount of Notes to be redeemed and the Redemption
Price.

                  If the Registrar is not the Trustee, the Company shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

                  Section 3.2. Selection of Notes.

                  Except as set forth below, if less than all of the Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which such Notes are listed or on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate.
In the event of partial redemption by lot, the particular Notes or portions
thereof to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the Redemption Date by the Trustee
from the outstanding Notes not previously called for redemption.


<PAGE>
                                      -49-


                  If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 5(c) of the Notes, the Trustee shall
select the Notes only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to DTC procedures), unless such method is otherwise
prohibited.

                  The Trustee shall promptly notify the Company in writing of
the Notes or portions thereof selected for redemption or repurchase and, in the
case of any Note selected for partial redemption or repurchase, the principal
amount thereof to be redeemed or repurchased. Notes and portions thereof
selected shall be in amounts of $1,000 or integral multiples of $1,000, except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. No Notes of a principal amount of $1,000 or less shall be redeemed in
part.

                  Section 3.3. Notice of Optional Redemption.

                  In the event Notes are to be redeemed pursuant to paragraph 5
of the Notes, at least 30 days but not more than 60 days before the Redemption
Date, the Company shall send, by first-class mail, a notice of redemption to
each Holder at its registered address whose Notes are to be redeemed in whole or
in part, with a copy to the Trustee.

                  The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

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

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

                  (e) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the Redemption Price, Additional Interest,
         if any, and, unless the Redemption Date is after a record date and on
         or before the succeeding interest payment date, accrued interest
         thereon to the Redemption Date;


<PAGE>
                                      -50-


                  (f) that, unless the Company defaults in making the redemption
         payment, interest and any Additional Interest on Notes called for
         redemption will cease to accrue on and after the Redemption Date, and
         the only remaining right of the Holders of such Notes is to receive
         payment of the Redemption Price, any Additional Interest and, unless
         the Redemption Date is after a record date and on or before the
         succeeding interest payment date, accrued interest thereon to the
         Redemption Date upon surrender to the Paying Agent of the Notes
         redeemed;

                  (g) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portions thereof) to be
         redeemed, as well as the aggregate principal amount of the Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption;

                  (h) the section of this Indenture pursuant to which the Notes
         called for redemption are being redeemed; and

                  (i) 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 and that reliance may be placed only on the other
         identification numbers printed on the Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 35 days prior to the Redemption Date
(unless a shorter period is acceptable to the Trustee), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

                  Section 3.4. Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

                  Section 3.5. Deposit of Redemption Price or Purchase Price.

                  On or before 10:00 a.m. Eastern Time on each Redemption Date
or Purchase Date, the Company shall irrevocably deposit with the Trustee or with
the Paying Agent money sufficient to pay the aggregate amount due on all Notes
to be redeemed or repurchased on that date, including without limitation any
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date or Purchase Date. Upon written request by the Company, the Trustee or the
Paying Agent shall promptly return to the Company any money not required for
that purpose.

<PAGE>
                                      -51-


                  Unless the Company defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed or repurchased will
cease to accrue on the applicable Redemption Date or Purchase Date, whether or
not such Notes are presented for payment. If any Note called for redemption
shall not be so paid upon surrender because of the failure of the Company to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, from the applicable Redemption Date or Purchase Date until such
principal is paid, and on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.1.

                  Section 3.6. Notes Redeemed or Repurchased in Part.

                  Upon surrender of a Note that is redeemed or repurchased in
part, the Company shall issue and the Trustee shall authenticate for the Holder
at the expense of the Company a new Note equal in principal amount to portion of
the Note surrendered that is not to be redeemed or repurchased.

                                  ARTICLE IV.

                                    COVENANTS

                  Section 4.1. Payment of Principal and Interest.

                  The Company shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates,
in the amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, 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 the aggregate amount
then due. The Company shall pay all Additional Interest, if any, on the dates,
in the amounts and in the manner set forth in the Registration Rights Agreement.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal,
Redemption Price and Purchase Price at the same rate per annum on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

<PAGE>
                                      -52-


                  Section 4.2. Maintenance of Office or Agency.

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

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.3. The Trustee may resign such agency at any time by giving written
notice to the Company no later than 30 days prior to the effective date of such
resignation.

                  Section 4.3. Reports to Holders.

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

                  (i) all quarterly and annual financial information that would
         be required to be contained in a filing with the Commission on Forms
         10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" that describes the financial
         condition and results of operations of the Company and its consolidated
         Subsidiaries (if the Company has designated any Unrestricted
         Subsidiaries and such Unrestricted Subsidiaries would, individually or
         in the aggregate, if a Restricted Subsidiary or Restricted
         Subsidiaries, as the case may be, of the Company constitute a
         Significant Subsidiary, showing in reasonable detail, either on the
         face of the financial statements or in the footnotes thereto and in
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations," the financial condition and results of
         operations of the Company and its Restricted Subsidiaries separate from
         the financial condition and results of operations of such Unrestricted
         Subsidiaries of the Company) and, with respect to the annual
         information only, a report thereon by the Company's certified
         independent accounts; and


<PAGE>
                                      -53-


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

                  In addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the Commission, the Company will file a copy of all
such information and reports with the Commission for public availability within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company has agreed that, for so long as any Notes remain outstanding, it 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 4.4. Compliance Certificate.

                  The Company shall deliver to the Trustee, within 120 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 in all material
respects, 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 in
all material respects and is not in Default in the performance or observance of
any of the terms, provisions and conditions of this Indenture (and, if a Default
or an Event of Default shall have occurred, describing all such Defaults or
Events of Default) of which he or she may have knowledge, 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.

                  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (and in any event within five
Business Days) upon any Officer of the Company becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default.

                  Section 4.5. Taxes.

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


<PAGE>
                                      -54-


                  Section 4.6. Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants it shall not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
such law has not been enacted.

                  Section 4.7. Limitation on Restricted Payments.

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

                  (1) declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock;

                  (2) purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company;

                  (3) make any principal payment on, purchase, defease, redeem,
         prepay, decrease or otherwise acquire or retire for value, prior to any
         scheduled final maturity, scheduled repayment or scheduled sinking fund
         payment, any Subordinated Indebtedness (other than the purchase,
         repurchase or other acquisition of Subordinated Indebtedness in
         anticipation of satisfaction of a sinking fund payment or final
         maturity, in each case within six months of the due date of such
         sinking fund obligation or final maturity); or

                  (4) make any Investment (other than Permitted Investments)
         (each of the foregoing actions set forth in clauses (1), (2), (3) and
         (4) being referred to as a "Restricted Payment");

if at the time of such Restricted Payment or immediately after giving effect
thereto,

                  (i) a Default or an Event of Default shall have occurred and
         be continuing; or


<PAGE>
                                      -55-


                  (ii) the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.9; or

                  (iii) the aggregate amount of Restricted Payments (including
         such proposed Restricted Payment) made subsequent to the Issue Date
         (the amount expended for such purposes, if other than in cash, being
         the fair market value of such property as determined in good faith by
         the Board of Directors of the Company) shall exceed the sum of

                           (w) 50% of the cumulative Consolidated Net Income (or
                  if cumulative Consolidated Net Income shall be a loss, minus
                  100% of such loss) of the Company earned beginning in the
                  quarter during which the Issue Date occurs to the end of the
                  Company's most recently ended fiscal quarter for which
                  financial statements have been made available to the Trustee
                  (the "Reference Date") (treating such period as a single
                  accounting period); plus

                           (x) 100% of the aggregate net cash proceeds received
                  by the Company from any Person (other than a Subsidiary of the
                  Company) from the issuance and sale subsequent to the Issue
                  Date and on or prior to the Reference Date of Qualified
                  Capital Stock of the Company or warrants, options or other
                  rights to acquire Qualified Capital Stock of the Company
                  (including the cash paid on exercise of such warrants,
                  options, or rights but excluding any debt security that is
                  convertible into, or exchangeable for, Qualified Capital
                  Stock); plus

                           (y) without duplication of any amounts included in
                  clause (iii)(x) above, 100% of the aggregate net cash proceeds
                  of any equity contribution received by the Company from a
                  holder of the Company's Capital Stock subsequent to the Issue
                  Date and on or prior to the Reference Date (excluding, in the
                  case of clauses (iii)(x) and (y), any net cash proceeds from
                  an Equity Offering to the extent used to redeem the Notes in
                  compliance with the provisions set forth under paragraph 5(c)
                  of the Notes); plus

                           (z) without duplication, the sum of:

                                    (1) the aggregate amount returned in cash on
                           or with respect to Investments (other than Permitted
                           Investments) made subsequent to the Issue Date
                           whether through interest payments, principal
                           payments, dividends or other distributions or
                           payments;

                                    (2) the net cash proceeds received by the
                           Company or any of its Restricted Subsidiaries from
                           the disposition of all or any portion of such
                           Investments (other than to a Subsidiary of the
                           Company); and

<PAGE>
                                      -56-


                                    (3) upon redesignation of an Unrestricted
                           Subsidiary as a Restricted Subsidiary, the fair
                           market value of such Subsidiary;

provided, however, that the sum of clauses (1), (2) and (3) above shall not
exceed the aggregate amount of all such Investments made subsequent to the Issue
Date.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

                  (1) the payment of any dividend within 60 days after the date
         of declaration of such dividend if the dividend would have been
         permitted on the date of declaration;

                  (2) the acquisition of any shares of Capital Stock of the
         Company, either (i) solely in exchange for shares of Qualified Capital
         Stock of the Company or (ii) through the application of net proceeds of
         a substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of shares of Qualified Capital Stock of the Company;

                  (3) the acquisition of any Subordinated Indebtedness either
         (i) solely in exchange for shares of Qualified Capital Stock of the
         Company, or (ii) through the application of net proceeds of a
         substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of (a) Qualified Capital Stock of the Company or (b)
         Refinancing Indebtedness;

                  (4) so long as no Default or Event of Default shall have
         occurred and be continuing, repurchases by the Company of Common Stock
         (or options, warrants or other rights to purchase Common Stock) of the
         Company from officers, directors and employees of the Company or any of
         its Subsidiaries (in each case, current or former) or their authorized
         representatives upon the death, disability or termination of employment
         of such employees or termination of their seat on the board of the
         Company in an aggregate amount not to exceed $2.5 million in any
         calendar year;

                  (5) so long as no Default or Event of Default shall have
         occurred and be continuing, payments of a quarterly dividend on the
         Common Stock of the Company not to exceed $0.05 per share;

                  (6) the repurchase of Capital Stock deemed to occur upon the
         exercise of stock options to the extent such Capital Stock represents a
         portion of the exercise price of the stock options;

                  (7) make cash payments in lieu of the issuance of fractional
         shares in an aggregate amount not to exceed $100,000 in the aggregate;

<PAGE>
                                      -57-


                  (8) satisfaction of Change of Control obligations on
         Subordinated Obligations once the Company has fulfilled its obligations
         relating to a Change of Control under this Indenture; and

                  (9) Restricted Payments which, when taken together with all
         other Restricted Payments pursuant to this clause (9), do not exceed
         $20.0 million.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the
immediately preceding paragraph, amounts expended pursuant to clauses (1),
(2)(ii), (3)(ii)(a), (4), (5), (7) and (9) shall be included in such
calculation.

                  Section 4.8. Limitation on Dividend and Other Payment
                               Restrictions Affecting Restricted Subsidiaries.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to:

                  (1) pay dividends or make any other distributions on or in
         respect of its Capital Stock;

                  (2) make loans or advances to the Company or any other
         Restricted Subsidiary or to pay any Indebtedness or other obligation
         owed to the Company or any other Restricted Subsidiary of the Company;
         or

                  (3) transfer any of its property or assets to the Company or
         any other Restricted Subsidiary of the Company, except in each case for
         such encumbrances or restrictions existing under or by reason of

                           (a) applicable law, rules, regulations or orders;

                           (b) the Indentures, the Notes, the Floating Rate
                  Notes, the Guarantees by the Guarantors and the Floating Rate
                  Note Guarantees by the Guarantors;

                           (c) customary non-assignment provisions of any
                  contract or any lease governing a leasehold interest of any
                  Restricted Subsidiary of the Company;

                           (d) any agreement or instrument governing Acquired
                  Indebtedness, which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any
                  Person, other than the Person or the properties or assets of
                  the Person or any Subsidiary of such Person so acquired;

<PAGE>
                                      -58-


                           (e) agreements existing on the Issue Date to the
                  extent and in the manner such agreements are in effect on the
                  Issue Date and any amendments, modifications, restatements,
                  renewals, or supplements thereof; provided that such
                  amendment, modification, restatement, renewal or supplement
                  does not contain provisions relating to such encumbrance or
                  restriction that are less favorable to the Company in any
                  material respect as determined by the Board of Directors of
                  the Company in their reasonable and good faith judgment than
                  the provisions relating to such encumbrance or restriction in
                  the agreement existing on the Issue Date;

                           (f) the Credit Agreement;

                           (g) restrictions on the transfer of assets subject to
                  any Lien permitted under this Indenture imposed by the holder
                  of such Lien;

                           (h) restrictions imposed by any agreement to sell
                  assets or Capital Stock permitted under this Indenture to any
                  Person pending the closing of such sale;

                           (i) customary provisions in joint venture agreements
                  and other similar agreements (in each case relating solely to
                  the respective joint venture or similar entity or the equity
                  interests therein) entered into in the ordinary course of
                  business;

                           (j) an agreement governing Indebtedness incurred to
                  Refinance the Indebtedness issued, assumed or incurred
                  pursuant to an agreement referred to in clauses (b), (d), (e)
                  and (g) above; provided, however, that the provisions relating
                  to such encumbrance or restriction contained in any such
                  Indebtedness are no less favorable to the Company in any
                  material respect as determined by the Board of Directors of
                  the Company in their reasonable and good faith judgment than
                  the provisions relating to such encumbrance or restriction
                  contained in agreements referred to in such clauses (b), (d),
                  (e) and (g);

                           (k) Indebtedness or other contractual requirements of
                  a Securitization Entity in connection with a Qualified
                  Securitization Transaction; provided that such restrictions
                  apply only to such Securitization Entity;

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

<PAGE>
                                      -59-


                           (m) encumbrances on property that exist at the time
                  the property was acquired by the Company or a Restricted
                  Subsidiary; and

                           (n) encumbrances contained in Permitted Foreign
                  Subsidiary Indebtedness that are no less favorable to the
                  Company in any material respect as determined by the Board of
                  Directors of the Company in their reasonable and good faith
                  judgment than the restrictions contained in the Credit
                  Agreement as in effect on the date hereof.

                  Section 4.9. Limitation on Incurrence of Additional
                               Indebtedness.

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness, the Company or
any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary of the Company that is not or will
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company would have been greater than 2.0 to 1.0.

                  (b) The Company will not, and will not permit any Guarantor
to, directly or indirectly, incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is expressly subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the applicable Guarantee, as the case may be, to the same extent and in
the same manner as such Indebtedness is subordinated to other Indebtedness of
the Company or such Guarantor, as the case may be. For purposes of this Section
4.9(b), no Indebtedness will be deemed to be subordinated in right of payment to
any other Indebtedness of the Company or any Guarantor solely by virtue of such
Indebtedness being unsecured or by virtue of the fact that the holders of such
Indebtedness have entered into one or more intercreditor agreements giving one
or more of such holders priority over the other holders in the collateral held
by them.

                  Section 4.10. Limitation on Asset Sales.

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

<PAGE>
                                      -60-


                  (1) the Company or the applicable Restricted Subsidiary, as
         the case may be, receives consideration at the time of such Asset Sale
         at least equal to the fair market value of the assets sold or otherwise
         disposed of (as determined in good faith by the Company's Board of
         Directors);

                  (2) at least 75% of the consideration received by the Company
         or the Restricted Subsidiary, as the case may be, from such Asset Sale
         shall be in the form of cash, Cash Equivalents, Additional Assets
         and/or Replacement Assets (as defined below) and is received at the
         time of such disposition; provided that the amount of any liabilities
         (as shown on the Company's or such Restricted Subsidiary's most recent
         balance sheet) of the Company or any such Restricted Subsidiary (other
         than liabilities that are by their terms subordinated to the Notes or
         any Guarantee of a Guarantor) that are assumed by the transferee of any
         such assets shall be deemed to be cash for purposes of this provision;
         and

                  (3) upon the consummation of an Asset Sale (other than an
         Excluded Asset Sale, the proceeds of which may be used as set forth in
         clause (iii) below), the Company shall apply, or cause such Restricted
         Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale
         within 365 days of receipt thereof either

                           (i) to permanently reduce senior secured Indebtedness
                  of the Company or any Restricted Subsidiary; and, in the case
                  of any such outstanding Indebtedness under any revolving
                  credit facility, effect a permanent reduction in the
                  availability under such revolving credit facility;

                           (ii) to make a capital expenditure or investment in
                  properties and assets that replace the properties and assets
                  that were the subject of such Asset Sale or in properties and
                  assets (including Capital Stock) that will be used in the
                  business of the Company and its Restricted Subsidiaries as
                  existing on the Issue Date or in businesses reasonably related
                  thereto ("Replacement Assets");

                           (iii) to the payment (i) of all criminal and civil
                  judgments rendered against, and all civil and criminal
                  settlements entered into by, the Company or any of its
                  Subsidiaries in connection with antitrust investigations and
                  related matters and all costs and expenses related thereto
                  ("Antitrust Liabilities") and (ii) after the Board of
                  Directors of the Company shall have delivered a certified
                  resolution to the Trustee to the effect that the Company is
                  not required, under the rules and regulations of the SEC under
                  the 1934 Act, to state in its annual report that the Antitrust
                  Liabilities could have a material adverse effect on the
                  Company's financial condition, results of operation and
                  prospects, of pension and environmental liabilities of the
                  Company or any of its Restricted Subsidiaries, in each case
                  only with respect to the Net Cash Proceeds from Excluded Asset
                  Sales; and/or


<PAGE>
                                      -61-


                           (iv) a combination of prepayment and investment
                  permitted by the foregoing clauses (3)(i) and (3)(ii).

                  (b) Pending the final application of such Net Cash Proceeds,
the Company may (a) temporarily reduce borrowings under the Credit Agreement or
any other revolving credit facility and (b) with respect to Net Cash Proceeds
from Excluded Asset Sales, retain such Net Cash Proceeds in a blocked account
pending application as set forth in clause (a)(3)(iii) of this Section 4.10;
provided that upon a determination made by the Board of Directors of the Company
that such Net Cash Proceeds are no longer needed for such purpose, such Net Cash
Proceeds will then be applied as set forth in clauses (a)(3)(i), (a)(3)(ii)
and/or (a)(3)(iv) of this Section 4.10. On the 366th day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (a)(3)(i), (a)(3)(ii) and (a)(3)(iv) of
this Section 4.10 (each, a "Net Proceeds Offer Trigger Date"), such aggregate
amount of Net Cash Proceeds which have not been applied on or before such Net
Proceeds Offer Trigger Date as permitted in clauses (a)(3)(i), (a)(3)(ii) and
(a)(3)(iv) of this Section 4.10 (each, a "Net Proceeds Offer Amount") shall be
applied by the Company or such Restricted Subsidiary to make an offer to
purchase (the "Net Proceeds Offer") to all Holders and, to the extent required
by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu
Indebtedness, on a date (the "Net Proceeds Offer Payment Date") not less than 30
nor more than 60 days following the applicable Net Proceeds Offer Trigger Date,
from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata
basis, that amount of Notes (and Pari Passu Indebtedness) equal to the Net
Proceeds Offer Amount at a price equal to 100% of the principal amount of the
Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid
interest thereon, if any, to the date of purchase; provided, however, that if at
any time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this Section 4.10.

                  (c) The Company may defer the Net Proceeds Offer until there
is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$10.0 million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to Section 4.10(b)).

                  (d) In the event of the transfer of substantially all (but not
all) of the property and assets of the Company and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under Section 5.1 which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section 4.10
shall comply with the provisions of this Section 4.10 with respect to such
deemed sale as if it were an Asset Sale. In addition, the fair market value of
such properties and assets of the Company or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.10.

<PAGE>
                                      -62-


                  (e) In the event that the Company shall be required to
commence a Net Proceeds Offer, it shall follow the procedures specified below.

                  The notice shall contain all instructions and materials
reasonably necessary to enable such Holders to tender Notes pursuant to the Net
Proceeds Offer. The Net Proceeds Offer shall be made to all Holders. Each Net
Proceeds Offer will be mailed to the record Holders as shown on the register of
Holders within 30 days following the Net Proceeds Offer Trigger Date, with a
copy to the Trustee, and shall comply with the procedures set forth in this
Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. A Net Proceeds Offer shall remain open for a period of 20
Business Days or such longer period as may be required by law. The notice, which
shall govern the terms of the Net Proceeds Offer, shall state:

                  (1) that the Net Proceeds Offer is being made pursuant to this
         Section 4.10;

                  (2) the Net Proceeds Offer Amount, the Purchase Price and the
         Purchase Date;

                  (3) that any Note not properly tendered or otherwise not
         accepted for repurchase shall continue to accrue interest and
         Additional Interest, if any;

                  (4) that, unless the Company defaults in the payment of the
         amount due on the Purchase Date, all Notes or portions thereof accepted
         for repurchase pursuant to the Net Proceeds Offer shall cease to accrue
         interest and Additional Interest, if any, after the Purchase Date;

                  (5) that Holders electing to have any Notes repurchased
         pursuant to any Net Proceeds Offer shall be required to tender the
         Notes, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of 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 prior to the close of
         business on the third Business Day preceding the Purchase Date;

                  (6) 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 Purchase Date, a telegram, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes delivered for repurchase and a statement
         that such Holder is withdrawing his election to have such Notes
         repurchased in whole or in part;

<PAGE>
                                      -63-


                  (7) that, to the extent Holders properly tender Notes and
         holders of Pari Passu Indebtedness properly tender such Pari Passu
         Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the
         tendered Notes and Pari Passu Indebtedness will be purchased on a pro
         rata basis based on the aggregate amounts of Notes and Pari Passu
         Indebtedness tendered (and the Trustee shall select the tendered Notes
         of tendering Holders on a pro rata basis based on the amount of Notes
         tendered); and

                  (8) that Holders whose Notes are being repurchased only in
         part will be issued new Notes equal in principal amount to the portion
         of the Notes tendered (or transferred by book-entry transfer) that is
         not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment, on a pro rata basis in accordance with
this Indenture to the extent necessary, the Net Proceeds Offer Amount of (A)
Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer
and (B) properly tendered Pari Passu Indebtedness, or if less than the Net
Proceeds Offer Amount has been tendered, all Notes and Pari Passu Indebtedness
properly tendered, (ii) deposit with the Paying Agent an amount equal to the
Purchase Price, plus accrued and unpaid interest and Additional Interest, if
any, thereon to the Purchase Date in respect of all Notes or portions thereof so
tendered and accepted for repurchase and (iii) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
repurchased by the Company. The Paying Agent shall promptly (but in any case not
later than five days after the Purchase Date) mail to each Holder of Notes so
repurchased the amount due in connection with such Notes, and the Company shall
promptly issue a new Note, and the Trustee, upon written request from the
Company in the form of an Officers' Certificate shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion to the Holder thereof; provided that each such new Note
shall be in a principal amount of $1,000 or an integral multiple thereof. The
Company shall publicly announce the results of the Net Proceeds Offer on or as
soon as practicable after the Purchase Date.

                  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 Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders to the Net Proceeds Offer.


<PAGE>
                                      -64-


                  If any Net Cash Proceeds remain after the consummation of any
Net Proceed Offer, the Company may use those Net Cash Proceeds for any purpose
not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds
Offer, the amount of Net Cash Proceeds will be reset at zero.

(f) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.10 by virtue thereof.

                  Section 4.11. Limitations on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each, an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $15.0
million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, such approval to be evidenced by a
Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $30.0 million, the Company or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Company or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Trustee.

                  (b) The restrictions set forth in this Section 4.11 shall not
apply to:

                  (1) reasonable fees and compensation paid to and indemnity
         provided on behalf of officers, directors, employees or consultants of
         the Company or any Restricted Subsidiary of the Company as determined
         in good faith by the Company's Board of Directors or senior management;


<PAGE>
                                      -65-


                  (2) transactions exclusively between or among the Company and
         any of its Restricted Subsidiaries or exclusively between or among such
         Restricted Subsidiaries; provided that such transactions are not
         otherwise prohibited by this Indenture;

                  (3) any agreement as in effect as of the Issue Date or any
         amendment thereto or any transaction contemplated thereby (including
         pursuant to any amendment thereto) or any replacement agreement thereto
         so long as any such amendment or replacement agreement is not
         materially more disadvantageous to the Holders than the original
         agreement as in effect on the Issue Date (as determined in the good
         faith judgment of the Board of Directors of the Company);

                  (4) Restricted Payments permitted by this Indenture and
         Permitted Investments;

                  (5) transactions between any of the Company, any of its
         Restricted Subsidiaries and any Securitization Entity in connection
         with a Qualified Securitization Transaction; provided, in each case,
         that such transactions are not otherwise prohibited by this Indenture;

                  (6) if such Affiliate Transaction is with any Person solely in
         its capacity as a holder of Indebtedness or Capital Stock of the
         Company or any of its Restricted Subsidiaries, if such Person is
         treated no more favorably than any other holder of such Indebtedness or
         Capital Stock of the Company or any of its Restricted Subsidiaries
         which other holder is not an Affiliate of the Company or an Affiliate
         of an Affiliate of the Company;

                  (7) sales or purchases of products or materials or the
         providing of services in the ordinary course of business and on terms
         at least as favorable as might have been reasonably obtained from a
         third party, in the reasonable judgment of senior management; and

                  (8) any issuance of Qualified Capital Stock of the Company to
         Affiliates of the Company and the granting or performance of
         registration rights.

                  Section 4.12. Limitation on Liens.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless:


<PAGE>
                                      -66-


                  (1) in the case of Liens securing Subordinated Indebtedness,
         the Notes or the Guarantee of such Guarantor, as the case may be, is
         secured by a Lien on such property, assets or proceeds that is senior
         in priority to such Liens; and

                  (2) in all other cases, the Notes or the Guarantee of such
         Guarantor, as the case may be, are equally and ratably secured, except
         for:

                           (a) Liens existing as of the Issue Date to the extent
                  and in the manner such Liens are in effect on the Issue Date;

                           (b) Liens securing obligations under the Credit
                  Agreement incurred pursuant to clauses (2) and (14) of the
                  definition of "Permitted Indebtedness" and Liens securing
                  obligations under clauses (18) and (19) of the definition of
                  "Permitted Indebtedness";

                           (c) Liens securing the Notes and the Guarantees and
                  the Floating Rate Notes and the Floating Rate Notes
                  Guarantees;

                           (d) Liens securing the Existing Securities incurred
                  pursuant to the Existing Indentures;

                           (e) Liens securing Indebtedness for borrowed money
                  (including secured reimbursement obligations under letters of
                  credit (and similar instruments) and related fees) if, after
                  giving effect to the granting of any such Lien, the Secured
                  Leverage Ratio of the Company and its Restricted Subsidiaries
                  is no more than 1.5 to 1.0;

                           (f) Liens in favor of the Company or a Restricted
                  Subsidiary of the Company on assets of any Restricted
                  Subsidiary of the Company;

                           (g) Liens securing Refinancing Indebtedness which is
                  incurred to Refinance any Indebtedness which has been secured
                  by a Lien permitted under this Indenture and which has been
                  incurred in accordance with the provisions of this Indenture;
                  provided, however, that such Liens: (i) are not materially
                  less favorable to the Holders and are not materially more
                  favorable to the lienholders with respect to such Liens than
                  the Liens in respect of the Indebtedness being Refinanced (in
                  each case as determined in the good faith judgment of the
                  Board of Directors of the Company); and (ii) do not extend to
                  or cover any property or assets of the Company or any of its
                  Restricted Subsidiaries not securing the Indebtedness so
                  Refinanced; and

<PAGE>
                                      -67-


                           (h) Permitted Liens.

                  Section 4.13. Corporate Existence.

                  Subject to Article V, each of the Company and the Guarantors
shall do or cause to be done all things reasonably necessary to preserve and
keep in full force and effect (i) its corporate or other existence in accordance
with the organizational documents (as the same may be amended from time to time)
of the Company or such Guarantor and (ii) the material rights (charter and
statutory), licenses and franchises of the Company or such Guarantor, except to
the extent that the applicable Board of Directors determines in good faith that
the preservation of such right, license or franchise, or the existence of any
such Guarantor, in either case is no longer necessary or desirable in the
conduct of the business of the Company or such Guarantor and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                  Section 4.14. Insurance Matters.

                  The Company shall provide or cause to be provided, for itself
and each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of the Company, are adequate and appropriate for the conduct of the business of
the Company and its Subsidiaries in a prudent manner, with reputable insurers or
with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be either (i) consistent with past practices of the Company or
the applicable Subsidiary or (ii) customary, in the reasonable, good faith
opinion of the Company, for corporations similarly situated in the industry,
unless the failure to provide such insurance (together with all other such
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole.

                  Section 4.15. Offer To Repurchase upon Change of Control.

                  Upon the occurrence of a Change of Control, each Holder will
have the right to require that the Company purchase all or a portion of such
Holder's Notes (a "Change of Control Offer") at a Purchase Price equal to 101%
of the principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, thereon to, but not including, the date of purchase.

                  In the event that the Company shall be required to commence a
Change of Control Offer, it shall follow the procedures specified below.

                  Within 30 days following the date upon which the Change of
Control occurred, the Company must send, by first-class mail, a notice to each
Holder, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer. The Change of Control shall be made to all Holders. The
notice, which shall govern the terms of the Change of Control Offer, shall
state:


<PAGE>
                                      -68-


                  (a) the transaction or transactions that constitute the Change
         of Control, providing information, to the extent publicly available,
         regarding the Person or Persons acquiring control, and stating that the
         Change of Control Offer is being made pursuant to this Section 4.15 and
         that, to the extent lawful, all Notes tendered will be accepted for
         payment;

                  (b) the Purchase Price, the last day of the Change of Control
         Offer Period and the Purchase Date, which must be no earlier than 30
         days nor later than 60 days from the date such notice is mailed, other
         than as may be required by law (the "Change of Control Payment Date");

                  (c) that any Note not properly tendered or otherwise not
         accepted for repurchase will continue to accrue interest and Additional
         Interest, if any;

                  (d) that, unless the Company defaults in the payment of the
         amount due on the Change of Control Payment Date, all Notes or portions
         thereof accepted for repurchase pursuant to the Change of Control Offer
         shall cease to accrue interest and Additional Interest, if any, after
         the Change of Control Payment Date;

                  (e) that Holders electing to have any Notes purchased pursuant
         to the Change of Control Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" on the
         reverse of 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 prior to the close of
         business on the third Business Day prior to the Change of Control
         Payment Date;

                  (f) 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 Change of Control Offer Payment Date, a
         telegram, facsimile transmission or letter setting forth the name of
         the Holder, the principal amount of Notes delivered for repurchase, and
         a statement that such Holder is withdrawing his election to have the
         Notes redeemed in whole or in part; and

                  (g) that Holders whose Notes are being repurchased only in
         part will be issued new Notes in principal amount equal to the
         unpurchased portion of the Notes surrendered; provided, however, that
         each Note Purchased and each new Note issued shall be in a principal
         amount equal to $1,000 or an integral multiple thereof.


<PAGE>
                                      -69-


                  On or before the Change of Control Payment Date, the Company
shall to the extent lawful, (i) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent an amount equal to the Purchase Price, together with accrued and
unpaid interest and Additional Interest, if any, thereon to the Change of
Control Payment Date in respect of all Notes or portions thereof so tendered and
accepted for repurchase and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Company. The Paying Agent shall promptly (but in any case not later than five
days after the Change of Control Payment Date) mail to each Holder of Notes so
repurchased the amount due in connection with such Notes, and the Company shall
promptly issue a new Note, and the Trustee, upon written request from the
Company in the form of an Officers' Certificate shall authenticate and mail or
deliver (or cause to transfer by book entry) to each relevant Holder a new Note,
in a principal amount equal to any unpurchased portion of the Notes surrendered
to the Holder thereof; provided that each such new Note shall be in a principal
amount of $l,000 or and integral multiple thereof. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

                  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 Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

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

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

                  Section 4.16. Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries, other
than a Securitization Entity, transfers or causes to be transferred, in one
transaction or a series of related transactions in excess of $500,000, any
property to any Domestic Restricted Subsidiary that is not a Guarantor, or if
the Company or any of its Restricted Subsidiaries shall organize, acquire or
otherwise invest in another Domestic Restricted Subsidiary having total assets
with a fair market value in excess of $500,000, then such transferee or acquired
or other Restricted Subsidiary shall:


<PAGE>
                                      -70-


                  (1) execute and deliver, within 30 business days, to the
         Trustee a supplemental indenture in form reasonably satisfactory to the
         Trustee pursuant to which such Restricted Subsidiary shall
         unconditionally guarantee all of the Company's obligations under the
         Notes issued under this Indenture on the terms set forth in this
         Indenture; and

                  (2) deliver to the Trustee an Opinion of Counsel that such
         supplemental indenture has been duly authorized, executed and delivered
         by such Restricted Subsidiary and constitutes a legal, valid, binding
         and enforceable obligation of such Restricted Subsidiary.

                  Thereafter, such Restricted Subsidiary shall be a Guarantor
for all purposes of this Indenture. In no event will (a) Assured Insurance
Company be a Guarantor unless such entity either ceases to transact
substantially all of its business as an insurance entity or guarantees any other
Indebtedness of the Company or a Restricted Subsidiary of the Company, (b)
Crompton International Corp. be a Guarantor unless such entity engages in any
business other than acting as a holding company for the Company's foreign equity
investments or guarantees any other Indebtedness of the Company or a Restricted
Subsidiary of the Company, or (c) Crompton & Knowles Receivables Corporation,
Crompton LLC or Witco Europe Investment Partners be a Guarantor.

                  Section 4.17. Payments for Consent.

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

                  Section 4.18. Limitation on Preferred Stock of Restricted
                                Subsidiaries.

                  The Company will not permit any of its Restricted Subsidiaries
to issue any Preferred Stock (other than to the Company or to a Restricted
Subsidiary) or permit any Person (other than the Company or a Restricted
Subsidiary) to own any Preferred Stock of any Restricted Subsidiary of the
Company.

<PAGE>
                                      -71-


                  Section 4.19. Conduct of Business.

                  The Company and its Restricted Subsidiaries will not engage in
any businesses which are not the same, similar, ancillary or reasonably related
to or constitutes a reasonable extension or expansion of the businesses in which
the Company and its Restricted Subsidiaries are engaged on the Issue Date.

                  Section 4.20. Covenant Suspension

                  During any period of time (a "Suspension Period") that (i) the
ratings assigned to the Notes issued under this Indenture by the Rating Agencies
are Investment Grade Ratings and (ii) no Default or Event of Default has
occurred and is continuing under this Indenture, the Company and its Restricted
Subsidiaries shall not be subject to the terms of the covenants of this
Indenture described under Sections 4.7, 4.8, 4.9, 4.10 and 4.11, and clause (2)
of the first paragraph of Section 5.1 (collectively, the "Affected Covenants").
In the event that the Company and its Restricted Subsidiaries are not subject to
the Affected Covenants with respect to the Notes for any period of time as a
result of the preceding sentence and, subsequently, the applicable Rating Agency
has in effect, withdrawn or downgraded the ratings assigned to the Notes below
the required Investment Grade Ratings, then for the Notes the Company and its
Restricted Subsidiaries will thereafter again be subject to the Affected
Covenants and compliance with respect to Restricted Payments made after the time
of such withdrawal or downgrade will be calculated in accordance with the
provisions of Section 4.7 as if Section 4.7 had been in effect since the date of
the execution of this Indenture. For purposes of the Section 4.10, upon the
reversion of any Suspension Period, the unutilized Net Proceeds Offer amount
will be reset to zero.

                                   ARTICLE V.

                                   SUCCESSORS

                  Section 5.1. Merger, Consolidation and Sale of Assets.

                  The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                  (1)      either:

                           (a) the Company shall be the surviving or continuing
                  corporation; or

<PAGE>
                                      -72-


                           (b) the Person (if other than the Company) formed by
                  such consolidation or into which the Company is merged or the
                  Person which acquires by sale, assignment, transfer, lease,
                  conveyance or other disposition the properties and assets of
                  the Company and of the Company's Restricted Subsidiaries
                  substantially as an entirety (the "Surviving Entity"):

                                    (x) shall be a corporation organized or
                           existing under the laws of the United States or any
                           State thereof or the District of Columbia; and

                                    (y) shall expressly assume, by supplemental
                           indenture (in form and substance satisfactory to the
                           Trustee), executed and delivered to the Trustee, the
                           punctual payment of the principal of, and premium, if
                           any, and interest on all of the Notes and the
                           performance of every covenant of the Notes, this
                           Indenture and the Registration Rights Agreement on
                           the part of the Company to be performed or observed;

                  (2) immediately after giving effect to such transaction and
         the assumption contemplated by clause (1)(b)(y) above (including giving
         effect to any Indebtedness and Acquired Indebtedness incurred or
         anticipated to be incurred in connection with or in respect of such
         transaction), the Company or such Surviving Entity, as the case may be,
         shall be able to incur at least $1.00 of additional Indebtedness (other
         than Permitted Indebtedness) pursuant to Section 4.9;

                  (3) immediately after giving effect to such transaction and
         the assumption contemplated by clause (1)(b)(y) above (including,
         without limitation, giving effect to any Indebtedness and Acquired
         Indebtedness incurred or anticipated to be incurred and any Lien
         granted in connection with or in respect of the transaction), no
         Default or Event of Default shall have occurred or be continuing; and

                  (4) the Company or the Surviving Entity shall have delivered
         to the Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, sale, assignment, transfer,
         lease, conveyance or other disposition and, if a supplemental indenture
         is required in connection with such transaction, such supplemental
         indenture comply with the applicable provisions of this Indenture and
         that all conditions precedent in this Indenture relating to such
         transaction have been satisfied.

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


<PAGE>
                                      -73-


                  Notwithstanding the foregoing clauses (1), (2) and (3), the
Company may (x) merge with an Affiliate that is a Person that has no material
assets or liabilities and which was organized solely for the purpose of
reorganizing the Company in another jurisdiction and (y) merge with or into a
Wholly Owned Domestic Restricted Subsidiary, and as to (y) need not comply with
paragraph (2) above.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Notes with the same effect as if such surviving entity
had been named as such.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10)
will not, and the Company will not cause or permit any Guarantor to, consolidate
with or merge with or into any Person other than the Company or any other
Guarantor unless:

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

                  (2) such entity assumes by a supplemental indenture all of the
         obligations of the Guarantor on the Guarantee;

                  (3) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (4) immediately after giving effect to such transaction and
         the use of any net proceeds therefrom on a pro forma basis, the Company
         could satisfy the provisions of clause (2) of the first paragraph of
         this Section 5.1.

                  Any merger or consolidation of a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor that
is a Wholly Owned Restricted Subsidiary of the Company need only comply with
clause (4) of the first paragraph of this Section 5.1.


<PAGE>
                                      -74-


                  Section 5.2. Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the Surviving Entity shall succeed to
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Surviving Entity had been
named as the Company herein; provided, however, that the predecessor Company
shall not be relieved from the obligation to pay the principal, Purchase Price
or Redemption Price of or interest or Additional Interest, if any, on the Notes
except in the case of a sale of all of the Company's assets that meets the
requirements of Section 5.1.

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

                  Section 6.1. Events of Default.

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

                  (a) the failure to pay interest on any Notes issued hereunder
         when the same becomes due and payable and the default continues for a
         period of 30 days;

                  (b) the failure to pay the principal on any Notes issued
         hereunder, when such principal becomes due and payable, at maturity,
         upon redemption or otherwise (including the failure to make a payment
         to purchase such Notes tendered pursuant to a Change of Control Offer
         or a Net Proceeds Offer);

                  (c) a default in the observance or performance of any other
         covenant or agreement contained in this Indenture which default
         continues for a period of 30 days after the Company receives written
         notice specifying the default (and demanding that such default be
         remedied) from the Trustee under this Indenture or the Holders of at
         least 25% of the outstanding principal amount of the Notes under this
         Indenture (except in the case of a default with respect to Section 5.1,
         which will constitute an Event of Default with such notice requirement
         but without such passage of time requirement);

                  (d) the failure to pay at final stated maturity (giving effect
         to any applicable grace periods and any extensions thereof) the stated
         principal amount of any Indebtedness of the Company or any Restricted
         Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness (which acceleration is not rescinded,
         annulled or otherwise cured within 20 days of receipt by the Company or
         such Restricted Subsidiary of notice of any such acceleration), if the
         aggregate principal amount of such Indebtedness, together with the
         principal amount of any other such Indebtedness in default for failure
         to pay principal at final stated maturity or which has been accelerated
         (in each case with respect to which the 20-day period described above
         has passed), aggregates $25.0 million or more at any time;

<PAGE>
                                      -75-

                  (e) one or more judgments in an aggregate amount in excess of
         $25.0 million shall have been rendered against the Company or any of
         its Restricted Subsidiaries and such judgments remain undischarged,
         unpaid or unstayed or subject to a negotiated settlement or offer
         agreement to pay the judgment over time for a period of 60 days after
         such judgment or judgments become final, non-appealable and payable;


                  (f) the Company or any Significant Subsidiary of the Company:

                           (i) commences a voluntary case under any Bankruptcy
                  Law,

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

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

                           (iv) makes a general assignment for the benefit of
                  its creditors; or

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

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

                           (ii) appoints a custodian or receiver of the Company
                  or any Significant Subsidiary of the Company or for all or
                  substantially all of the property of any of the foregoing, or

                           (iii) orders the liquidation of the Company or any of
                  its Significant Subsidiaries,

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

                  (h) any Guarantee of a Significant Subsidiary ceases to be in
         full force and effect or any Guarantee of a Significant Subsidiary is
         declared to be null and void and unenforceable or any Guarantee of a
         Significant Subsidiary is found to be invalid or any Guarantor that is
         a Significant Subsidiary denies its liability under its Guarantee
         (other than by reason of release of a Guarantor in accordance with the
         terms of this Indenture).

<PAGE>
                                      -76-


                  Section 6.2. Acceleration.

                  If an Event of Default under this Indenture (other than an
Event of Default specified in clause (f) or (g) of Section 6.1 with respect to
the Company) shall occur and be continuing, the Trustee or the Holders of at
least 25% in principal amount of outstanding Notes then outstanding under this
Indenture may declare the principal of and accrued interest on all such Notes to
be due and payable by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that it is a "notice of
acceleration," and the same shall become immediately due and payable.

                  If an Event of Default specified in clause (f) or (g) of
Section 6.1 with respect to the Company occurs and is continuing, then all
unpaid principal of, and premium, if any, and accrued and unpaid interest on all
of the outstanding Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

                  At any time after a declaration of acceleration with respect
to the Notes issued under this Indenture as described in the preceding
paragraph, the Holders of a majority in principal amount of such Notes may
rescind and cancel such declaration and its consequences:

                  (1) if the rescission would not conflict with any judgment or
         decree;

                  (2) if all existing Events of Default have been cured or
         waived except nonpayment of principal or interest that has become due
         solely because of the acceleration;

                  (3) to the extent the payment of such interest is lawful,
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                  (4) if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances; and

                  (5) in the event of the cure or waiver of an Event of Default
         of the type described in clauses (f), (g) or (h) of Section 6.1, the
         Trustee shall have received an Officers' Certificate and an Opinion of
         Counsel that such Event of Default has been cured or waived.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereto.


<PAGE>
                                      -77-


                  Section 6.3. 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, if
any, interest or Additional Interest, if any, 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, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

                  Section 6.4. Waiver of Existing Defaults.

                  The Holders of a majority in principal amount of Notes under
this Indenture may waive any existing Default or Event of Default under this
Indenture, and its consequences, except a default in the payment of the
principal of or interest on such Notes.

                  Section 6.5. Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and (e).

                  Section 6.6. Limitation on Suits.

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

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

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


<PAGE>
                                      -78-


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

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

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

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

                  Section 6.7. Rights of Holders of Notes To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the
respective due dates thereon (including in connection with an offer to
repurchase), 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
written consent of such Holder.

                  Section 6.8. Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.l(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

                  Section 6.9. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents (including
accountants, experts or such other processionals as the Trustee deems necessary,
advisable or appropriate) 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



<PAGE>
                                      -79-


payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.7. 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 7.7 out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                  Section 6.10. Priorities.

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

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

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

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

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

                  Section 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

<PAGE>
                                      -80-


                                  ARTICLE VII.

                                     TRUSTEE

                  Section 7.1. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such rights and powers vested in it by this Indenture,
and use the same degree of care and skill in its exercise thereof, 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:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the TIA 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 or the TIA against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, without investigation, as to the truth or the
         statements and the correctness of the opinions expressed therein, upon
         and statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture.

However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform on their face 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:

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

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

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


<PAGE>
                                      -81-


                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense which might be incurred by it in compliance with
such request or direction.

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

                  Section 7.2. Rights of Trustee.

                  (a) The Trustee may conclusively rely and shall be protected
in acting or refraining from acting 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 at the
Company's request, it may require an Officer's Certificate or an Opinion of
Counsel or both. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or Opinion
of Counsel. The Trustee may consult with counsel of its own selection and the
written advice of such counsel and Opinions of Counsel shall 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, accountants,
experts and such other professionals as the Trustee deems necessary, advisable
or appropriate and shall not be responsible for the misconduct or negligence of
any attorney, accountant, expert or other such professional appointed with due
care.

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

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficiently
evidenced by a written order signed by two Officers of the Company.


<PAGE>
                                      -82-


                  (f) The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 (other than under Section 6.1(a)
(subject to the following sentence) or Section 6.1(b)) unless either (i) a
Responsible Officer shall have actual knowledge thereof, or (ii) the Trustee
shall have received notice thereof in accordance with Section 12.2 from the
Company or any Holder of the Notes. The Trustee shall not be charged with
knowledge of the Company's obligation to pay Additional Interest, or the
cessation of such obligation, unless the Trustee receives written notice thereof
from the Company or any Holder.

                  (g) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

                  The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person specified as so
authorized in any such certificate previously delivered and not superseded.

                  Section 7.3. Individual Rights of Trustee.

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

                  Section 7.4. Trustee's Disclaimer.

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


<PAGE>
                                      -83-


                  Section 7.5. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing and
it is known by the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs or as soon as
practicable after it becomes known to the Trustee. Except in the case of a
Default in payment on any Note (including the failure to make a mandatory
repurchase pursuant hereto), 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 7.6. Reports by Trustee to Holder of the Notes.

                  Within 60 days after each May 15 beginning with the May 15,
2005 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA 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
shall comply with TIA ss. 313(b). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c).

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

                  Section 7.7. Compensation, Reimbursement and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Company
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by or on behalf of it in addition to the compensation
for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's attorneys, accountants, experts and
such other professionals as the Trustee deems necessary, advisable or
appropriate.

                  The Company shall indemnify the Trustee (which for purposes of
this Section 7.7 shall include its officers, directors, employees and agents)
and any predecessor Trustee against any and all losses, liabilities, claims,
damages or expenses, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture (including its duties under Section 9.6), including the costs and
expenses of enforcing this Indenture or any Guarantee against the Company or a
Guarantor (including this Section 7.7) and defending itself against or
investigating any claim (whether asserted by the Company, any Guarantor, 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 willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend any
claim or threatened claim asserted against the Trustee, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

<PAGE>
                                      -84-


                  The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) 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.

                  In no event shall the Trustee be liable for any indirect,
special, punitive or consequential loss or damage of any kind whatsoever,
including, but not limited to, lost profits, even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

                  In no event shall the Trustee be liable for any failure or
delay in the performance of its obligations hereunder because of circumstances
beyond its control, including, but not limited to, acts of God, flood, war
(whether declared or undeclared), terrorism, fire, riot, embargo, government
action, including any laws, ordinances, regulations, governmental action or the
like which delay, restrict or prohibit the providing of the services
contemplated by this Indenture.


<PAGE>
                                      -85-


                  Section 7.8. Replacement of Trustee.

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

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

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

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

                  (c) a custodian, receiver or public officer takes charge of
         the Trustee or its property for the purpose of rehabilitation,
         conversation or liquidation; or

                  (d) the Trustee becomes incapable of acting.

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

                  If a successor Trustee does not take office within 30 days
after the retiring trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction, in the case
of the Trustee, at the expense of the Company, for the appointment of a
successor Trustee.

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

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


<PAGE>
                                      -86-


                  Section 7.9. Successor Trustee by Merger, Etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10, the successor corporation
without any further act shall be the successor Trustee.

                  Section 7.10. Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust 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 shall always have a Trustee who satisfies the
requirements of TIA ss.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 VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 8.1. Option To Effect Legal Defeasance or Covenant
Defeasance.

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


<PAGE>
                                      -87-


                  Section 8.2. Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.2, the Company and the Guarantors shall, subject to
the satisfaction of the conditions set forth in Section 8.4, be deemed to have
been discharged from their obligations with respect to all outstanding Notes and
Guarantees, respectively, 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 shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes and
Guarantees, respectively, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.5 and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other obligations under such Notes and this Indenture and under such Guarantees
and this Indenture, respectively, (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 that shall survive until otherwise
terminated or discharged hereunder:

                  (a) the rights of Holders of Notes outstanding under this
Indenture to receive payments in respect of the principal of, premium, if any,
and interest on such Notes when such payments are due;

                  (b) the Company's obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payments;

                  (c) the rights, powers, trust, duties and immunities of the
Trustee and the Company's obligations in connection therewith; and

                  (d) the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3.

                  Section 8.3. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.3, the Company and Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be released from their
obligations under the covenants contained in Sections 4.5, 4.7 through 4.12,
4.13 (except to the extent that it applies to the Company's or Guarantors'
existence), and 4.14 through 4.19, both inclusive, and Section 5.1 with respect
to the outstanding Notes on and after the date the conditions set forth below
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes and Guarantees
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes and such Guarantees shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Guarantees, the Company and Guarantors may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document, and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1, but, except as specified above, the remainder of this
Indenture and such Notes and such Guarantees shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, subject to the satisfaction of the conditions set forth in
Section 8.4, Sections 6.1(c) through 6.1(e) and 6.1(h) shall not constitute
Events of Default.


<PAGE>
                                      -88-


                  Section 8.4. Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 to the outstanding Notes and Guarantees:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of the Notes issued under this
         Indenture cash in U.S. dollars, non-callable U.S. government
         obligations, or a combination thereof, in such amounts as will be
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal of, premium, if
         any, and interest on the Notes outstanding under this Indenture on the
         stated date for payment thereof or on the applicable redemption date,
         as the case may be;

                  (b) in the case of Legal Defeasance, the Company shall have
         delivered to the Trustee an opinion of counsel in the United States
         reasonably acceptable to such Trustee confirming that:

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

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

         in either case to the effect that, and based thereon such opinion of
         counsel shall confirm that, the Holders of the Notes issued under this
         Indenture 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;


<PAGE>
                                      -89-


                           (iii) in the case of Covenant Defeasance, the Company
                  shall have delivered to the Trustee an opinion of counsel in
                  the United States reasonably acceptable to the Trustee
                  confirming that the Holders of the Notes issued under this
                  Indenture 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;

                           (iv) no Default or Event of Default shall have
                  occurred and be continuing on the date of such deposit (other
                  than a Default or an Event of Default resulting from the
                  borrowing of funds to be applied to such deposit and the grant
                  of any Lien securing such borrowings);

                           (v) such Legal Defeasance or Covenant Defeasance
                  shall not result in a breach or violation of, or constitute a
                  default under, this Indenture (other than a Default or an
                  Event of Default resulting from the borrowing of funds to be
                  applied to such deposit and the grant of any Lien securing
                  such borrowings) or any other material agreement or instrument
                  to which the Company or any of its Subsidiaries is a party or
                  by which the Company or any of its Subsidiaries is bound;

                           (vi) the Company shall have delivered to the Trustee
                  an Officers' Certificate stating that the deposit was not made
                  by the Company with the intent of preferring the Holders of
                  Notes issued under this Indenture over any other creditors of
                  the Company or with the intent of defeating, hindering,
                  delaying or defrauding any other creditors of the Company or
                  others;

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

                           (viii) the Company shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that assuming no
                  intervening bankruptcy of the Company between the date of
                  deposit and the 91st day following the date of deposit and
                  that no Holder is an insider of the Company, after the 91st
                  day following the date of deposit, the trust funds will not be
                  subject to the effect of any applicable bankruptcy,
                  insolvency, reorganization or similar laws affecting
                  creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (ii) above with respect to a Legal Defeasance need not be delivered if
all Notes issued under this Indenture not theretofore delivered to the Trustee
for cancellation (1) have become due and payable or (2) will become due and
payable on the maturity date or redemption date within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.

<PAGE>
                                      -90-


                  Section 8.5. Deposited Money and U.S. Government Obligations
                               To Be Held in Trust; Other Miscellaneous
                                     Provisions.

                  Subject to Section 8.6, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5 only,
the "Trustee") pursuant to Section 8.4 in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (other than the Company) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal or Redemption Price of, and Additional Interest, if any, interest on,
the Notes, that such money need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.4 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Obligations held by it as
provided in Section 8.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a)), 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 8.6. Repayment to the 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, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof as a general creditor,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, at the expense of the Company, may cause to
be published once, in The New York Times and The Wall Street Journal (national
editions), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days after the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


<PAGE>
                                      -91-


                  Section 8.7. Reinstatement.

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

                                  ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 9.1. Without Consent of Holders of Notes.

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

                  (a) to cure any ambiguity, defect, mistake or inconsistency so
         long as such changes do not, in the opinion of the Trustee, adversely
         affect the rights of any of the Holders in any material respect taken
         as a whole;

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

                  (c) to provide for the assumption of the Company's or
         Guarantors' obligations to the Holders of the Notes in the case of a
         merger or consolidation or sale of all or substantially all of the
         Company's assets or Guarantors' assets pursuant to Article V;

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


<PAGE>
                                      -92-


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

                  Upon the request of the Company, accompanied by a Board
Resolution (a copy of which shall be provided to the Trustee) authorizing the
execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of an Officers' Certificate and an Opinion of Counsel in compliance with
Section 9.6, the Trustee shall join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

                  Section 9.2. With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for the
Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event
of Default or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in connection with a
tender offer or exchange offer for the Notes).

                  Without the consent of each Holder affected, an amendment or
waiver may not:

                  (1) reduce the amount of Notes whose Holders must consent to
         an amendment;

                  (2) reduce the rate of or change or have the effect of
         changing the time for payment of interest, including defaulted
         interest, on any Notes;

                  (3) reduce the principal of or change or have the effect of
         changing the fixed maturity of any Notes, or change the date on which
         any Notes may be subject to redemption or reduce the redemption price
         therefor;

                  (4) make any Notes payable in money other than that stated in
         such Notes;

                  (5) make any change in provisions of this Indenture protecting
         the right of each Holder to receive payment of principal of and
         interest on such Note on or after the due date thereof or to bring suit
         to enforce such payment, or permitting Holders of a majority in
         principal amount of Notes to waive Defaults or Events of Default;


<PAGE>
                                      -93-


                  (6) after the Company's obligation to purchase Notes arises
         thereunder, amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control or make and consummate a Net
         Proceeds Offer with respect to any Asset Sale that has been consummated
         or, after such Change of Control has occurred or such Asset Sale has
         been consummated, modify any of the provisions or definitions with
         respect thereto;

                  (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Notes or any Guarantee
         of the Notes in a manner which adversely affects the Holders; or

                  (8) release any Guarantor of Notes issued under this Indenture
         that is a Significant Subsidiary from any of its obligations under its
         Guarantee of Notes issued under this Indenture otherwise than in
         accordance with the terms of this Indenture.

                  Upon the written request of the Company accompanied by a Board
Resolution (a copy of which shall be provided to the Trustee) 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 an Officers'
Certificate and an Opinion of Counsel in compliance with Section 9.6, the
Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental Indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental indenture.

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

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

                  Section 9.3. Compliance with Trust Indenture Act.

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


<PAGE>
                                      -94-


                  Section 9.4. Revocation and Effect of Consents.

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

                  Section 9.5. Notation on or Exchange of Notes.

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

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

                  Section 9.6. Trustee To Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amended or supplemental indenture until the Board of
Directors approves such amended or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall be entitled to receive, in
addition to the documents required by Sections 12.4 and 12.5, and, subject to
Section 7.1, shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that (i) the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture, (ii) no
Event of Default shall occur as a result of the execution of such Officers'
Certificate or the delivery of such Opinion of Counsel and (iii) the amended or
supplemental indenture complies with the terms of this Indenture.


<PAGE>
                                      -95-


                                   ARTICLE X.

                                    GUARANTEE

                  Section 10.1. Unconditional Guarantee.

                  Each Guarantor hereby unconditionally guarantees (such
guarantee to be referred to herein as a "Guarantee"), on a senior unsecured
basis jointly and severally, to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, the
Notes or the obligations of the Company hereunder or thereunder, that: (i) the
principal of and interest on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise and interest on the overdue principal, if any, and interest on any
interest, to the extent lawful, of the Notes 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 (ii) in case of any extension of time of payment or renewal of any Notes or
of any such other obligations, the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, subject
to any applicable grace period, whether at stated maturity, by acceleration or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 10.3. Each Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, and action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in the Notes, this Indenture and in this Guarantee. If any Holder or
the Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI for
the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article VI, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.

                  Section 10.2. Severability.

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


<PAGE>
                                      -96-


                  Section 10.3. Limitation of Guarantor's Liability.

                  Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under its Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities (including all of its obligations under or with
respect to the Credit Agreement and all Interest Swap Obligations and
obligations under Currency Agreements) of such Guarantor and after giving effect
to any collections from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 10.5, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

                  Section 10.4. Release of Guarantor.

                  (a) The Guarantee of a Guarantor will be automatically and
unconditionally released without any action on the part of the Trustee or the
Holders of the Notes: (1) in connection with any sale or other disposition of
all or substantially all of the assets of that Guarantor (including, without
limitation, by way of merger or consolidation), if the Company applies the Net
Cash Proceeds of that sale or other disposition in accordance with the
applicable provisions of this Indenture; (2) in connection with any sale of all
of the Capital Stock of that Guarantor, if the Company applies the Net Cash
Proceeds of that sale in accordance with the applicable provisions of this
Indenture; (3) if the Company designates that Guarantor as an Unrestricted
Subsidiary in accordance with the applicable provisions of this Indenture; or
(4) upon the payment in full of the Notes.

                  In addition, concurrently with any Legal Defeasance or
Covenant Defeasance, the Guarantors shall be released from all of their
Obligations under their respective applicable Guarantees.

                  (b) The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 10.4.


<PAGE>
                                      -97-


                  Section 10.5. Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Company's obligations with respect to the Securities or any other
Guarantor's obligations with respect to its Guarantee. "Adjusted Net Assets" of
such Guarantor at any date shall mean the lesser of the amount by which (x) the
fair value of the property of such Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under its Guarantee, of such Guarantor at such
date and (y) the present fair salable value of the assets of such Guarantor at
such date exceeds the amount that will be required to pay the probable liability
of such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured.

                  Section 10.6. Waiver of Subrogation.

                  Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under its Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 10.6 is knowingly made in contemplation of such
benefits.

                  Section 10.7. Execution of Guarantee.

                  To evidence their guarantee to the Holders set forth in this
Article X, the Guarantors hereby agree to execute the Guarantee in substantially
the form attached hereto as Exhibit C, which shall be endorsed on each Note
ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby
agrees that its Guarantee set forth in this Article X shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor
by one of its authorized Officers prior to the authentication of the Note on
which it is endorsed, and the delivery of such Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such
Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be
by manual or facsimile signature of such officers and may be imprinted or
otherwise reproduced on the Guarantee, and in case any such officer who shall
have signed the Guarantee shall cease to be such officer before the Note on
which such Guarantee is endorsed shall have been authenticated and delivered by
the Trustee or disposed of by the Company, such Note nevertheless may be
authenticated and delivered or disposed of as though the Person who signed the
Guarantee had not ceased to be such officer of the Guarantor.


<PAGE>
                                      -98-


                  Section 10.8. Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor 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 or extension law
or any usury law or other law that would prohibit or forgive each such Guarantor
from performing its Guarantee as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
each such Guarantor hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE XI.

                           SATISFACTION AND DISCHARGE

                  Section 11.1. Satisfaction and Discharge.

                  This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights or registration of transfer or
exchange of the Notes, as expressly provided for in such Indenture) as to all
outstanding Notes issued under this Indenture when

                  (1)      either:

                           (a) all such Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which 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 such Notes theretofore delivered to the
                  Trustee for cancellation (1) have become due and payable or
                  (2) will become due and payable within one year, or are to be
                  called for redemption within one year, under arrangements
                  reasonably satisfactory to the Trustee for the giving of
                  notice of redemption by the Trustee in the name, and at the
                  expense, of the Company, and the Company has irrevocably
                  deposited or caused to be deposited with the Trustee funds in
                  an amount sufficient to pay and discharge the entire
                  Indebtedness on the Notes not theretofore delivered to the
                  Trustee for cancellation, for principal of, premium, if any,
                  and interest on the Notes to the date of maturity or
                  redemption, as the case may be, together with irrevocable
                  instructions from the Company directing the Trustee to apply
                  such funds to the payment thereof at maturity or redemption,
                  as the case may be;

<PAGE>
                                      -99-


                  (2) the Company has paid all other sums payable under this
         Indenture by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 12.2, 12.3 and 12.4 and the Trustee's and Paying Agent's obligations in
Section 11.2 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Section 7.7 shall survive.

                  Section 11.2. Application of Trust.

                  All money deposited with the Trustee pursuant to Section 11.1
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity in U.S. Government Obligations, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

                                  ARTICLE XII.

                                  MISCELLANEOUS

                  Section 12.1. Trust Indenture Act Controls.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

<PAGE>
                                     -100-


                  Section 12.2. Notices.

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

                  If to the Company:

                           Crompton Corporation
                           199 Benson Road
                           Middlebury, Connecticut  06749

                           Attention:  Chief Financial Officer
                           With a copy to:  General Counsel

                  With a copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, New York  10036

                           Attention:  Phyllis Korff, Esq.
                           Fax:  (917) 777-2694

                  If to the Trustee:

                           Wells Fargo Bank, National Association
                           Corporate Trust Services
                           Sixth Street and Marquette Avenue
                           MAC N9303-120
                           Minneapolis, MN 55479

                           Attention:  Crompton Administrator


                           Fax:  (612) 667-9825

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

<PAGE>
                                     -101-


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

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

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

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

                  Section 12.3. Communication by Holders of Notes with Other
                                Holders of Notes.

                  Holders may communicate pursuant to TIA 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 12.4. Certificate and Opinion as to Conditions
                                Precedent.

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

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

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.


<PAGE>
                                     -102-


                  Section 12.5. Statements Required in Certificate or Opinion.

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

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

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

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

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

                  Section 12.6. Rules by Trustee and Agents.

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

                  Section 12.7. No Personal Liability of Directors, Officers,
                                Employees and Stockholders.

                  No past, present or future director, officer, employee,
incorporator, agent or stockholder or Affiliate of the Company, as such, shall
have any liability for any obligations of the Company under the Notes, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. No past, present or future director, officer,
employee, incorporator, agent or stockholder or Affiliate of any of the
Guarantors, as such, shall have any liability for any obligations of the
Guarantors under the Guarantees, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes and Guarantees by accepting a Note and a Guarantee waives and releases all
such liabilities. The waiver and release are part of the consideration for
issuance of the Notes and the Guarantees. Such waiver may not be effective to
waive liabilities under the federal securities law and it is the view of the
Commission that such a waiver is against public policy.


<PAGE>
                                     -103-


                  Section 12.8. Governing Law; Submission to Jurisdiction;
                                Waiver of Jury Trial.

                  THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER
JURISDICTION.

                  Section 12.9. No Adverse Interpretation of Other Agreements.

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

                  Section 12.10. Successors.

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


<PAGE>
                                     -104-


                  Section 12.11. Severability.

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

                  Section 12.12. Counterpart Originals.

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

                  Section 12.13. Table of Contents, Headings, Etc.

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

                  Section 12.14. Qualification of Indenture.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Company, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

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





                         [Signatures on following page]


<PAGE>


                                   SIGNATURES




                                     CROMPTON CORPORATION



                                     By: /s/ John R. Jepsen
                                         --------------------------------------
                                         Name:  John R. Jepsen
                                         Title: Vice President and Treasurer



                                     WELLS FARGO BANK, NATIONAL
                                       ASSOCIATION, as Trustee



                                     By: /s/ Jeffery T. Rose
                                         --------------------------------------
                                         Name:  Jeffery T. Rose
                                         Title: Corporate Trust Officer

<PAGE>



                                     DEUTSCHE BANK TRUST COMPANY
                                       AMERICAS,
                                       as Note Custodian, Paying Agent and
                                       Registrar



                                     By: /s/ George F. Kubin
                                         --------------------------------------
                                         Name:  George F. Kubin
                                         Title: Vice President






<PAGE>



                                     THE GUARANTORS



                                     Each Guarantor Listed On Schedule A
                                     Attached Hereto


                                     By: /s/ John R. Jepsen
                                         -------------------------------------
                                         Name:  John R. Jepsen
                                         Title: Treasurer


<PAGE>


                                                                    SCHEDULE A
                                                                    ----------

Entity
CNK Chemical Realty Corporation
Crompton Colors Incorporated
Crompton Holding Corporation
Crompton Europe Financial Services
Company
Crompton Monochem, Inc.
Crompton Sales Company Inc.
Davis-Standard Corporation
GT Seed International Company
GT Seed Treatment Inc.
Kem Manufacturing Corporation
Monochem, Inc.
Naugatuck Treatment Company
Uniroyal Chemical Company Limited
(Delaware)
Uniroyal Chemical Company Inc., a
Delaware corporation
Uniroyal Chemical Company, Inc., a
New Jersey corporation
Uniroyal Chemical Export Limited
Uniroyal Chemical Leasing Company,
Inc.
Weber City Road LLC


<PAGE>


                                                                      EXHIBIT A


                              FORM OF SERIES A NOTE

                                 (Face of Note)

                              CROMPTON CORPORATION

                           9 7/8% SENIOR NOTE DUE 2012

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

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 OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR,
(C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)




--------------
(1)   To be included only if the Note is issued in global form.



                                      A-1
<PAGE>

UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

[THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD
OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.](2)


--------------
(2)   To be included only in Regulation S Notes.



                                      A-2
<PAGE>

                              CROMPTON CORPORATION

                           9 7/8% SENIOR NOTE DUE 2012

                                                                      CUSIP No.
No.                                                                   $

Interest Payment Dates:  February 1 and August 1
Record Dates:  January 15 and July 15

                  CROMPTON CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor corporation under the indenture hereinafter
referred to ), for value received promises to pay to __________________________
__________________________ or registered assigns, the principal sum of ________
Dollars on August 1, 2012.

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

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

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.

[SEAL]                                 Dated:


                                          CROMPTON CORPORATION


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

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

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee


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



                                      A-3
<PAGE>


                                 (Back of Note)

                          9 7/8% Senior Notes due 2012

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

                  (1) Interest. The Company promises to pay interest on the
         principal amount of this Note at the rate of 9 7/8% per annum from
         August 16, 2004 until maturity and shall pay the Additional Interest
         pursuant to Section 4 of the Registration Rights Agreement referred
         below. The Company will pay interest and Additional Interest
         semi-annually on February 1 and August 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 Note 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 February 1, 2005. The Company
         shall pay interest (including post-petition interest in any proceeding
         under any Bankruptcy Law) on overdue payments of the principal,
         Purchase Price and Redemption Price of this Note from time to time on
         demand at the same rate per annum on the Notes to the extent lawful; it
         shall pay interest (including post-petition interest in any proceeding
         under any Bankruptcy Law) on overdue installments of interest and
         Additional Interest, if any (without regard to any applicable grace
         periods), hereon 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 Additional Interest, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 15th and the July 15th 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. Any such installment of interest or Additional Interest, if
         any, not punctually paid or duly provided for shall forthwith cease to
         be payable to the registered Holders on such Interest Payment Date, and
         may be paid to the registered Holders at the close of business on a
         special interest payment date to be fixed by the Trustee for the
         payment of such defaulted interest, notice whereof shall be given to
         the registered Holders not less than 15 days prior to such special
         interest payment date, or may be paid at any time in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which the Notes may be listed, and upon such notice as may
         be required by such exchange, all as more fully provided in the
         Indenture. The Notes will be payable as to principal, Redemption Price,
         Purchase Price, interest and Additional Interest, if any, 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 Additional Interest 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, Redemption Price and
         Purchase Price of, and interest and Additional Interest (if any) on,
         all Global Notes and all other Notes the Holders of which shall have
         provided wire transfer instructions to the Trustee or the Paying Agent.
         Such payment shall be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.


                                      A-4
<PAGE>

                  (3) Paying Agent and Registrar. Initially, Deutsche Bank Trust
         Company Americas will act as Paying Agent and Registrar. The Company
         may change any Paying Agent or Registrar without notice to any Holder.
         The Company may act in any such capacity.

                  (4) Indenture and Guarantees. The Company issued the Notes
         under an Indenture dated as of August 16, 2004 (as in effect from time
         to time, 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 Trust
         Indenture Act of 1939, as amended (15 U.S.C. Code ss.ss. 77aaa-77bbbb).
         The Notes are subject to all such terms, and Holders are referred to
         the Indenture and such Act for a statement of such terms. The Notes are
         general obligations of the Company. Payment on each Note is guaranteed,
         jointly and severally, by the Guarantors pursuant to Article X of the
         Indenture.

                  (5) Optional Redemption. (a) Prior to August 1, 2008, the
         Company may redeem all or a part of the Notes, upon not less than 30
         nor more than 60 days' notice, at a redemption price equal to the
         greater of:

     (1) 100% of the principal amount of such series of Notes thereof; or

     (2) the present value, as determined by an Independent Investment Banker,
     of

     (A) 104.938% of the principal amount of such Note being redeemed as of
     August 1, 2008, plus

     (B) all required interest payments due on the Notes through August 1, 2008
     (excluding accrued interest), discounted to the redemption date on a
     semi-annual basis (assuming a 360-day year consisting of twelve 30-day
     months) at the Adjusted Treasury Rate, plus accrued interest to the
     redemption date.

                  "Adjusted Treasury Rate" means with respect to the redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus 0.50%.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by a Reference Treasury Dealer as having a maturity comparable
to the Stated Maturity of the principal of the Notes that would be utilized at
the time of selection and in accordance with customary financial practices in
pricing new issues of corporate debt securities of comparable maturity to the
remaining life of such Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the applicable
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such date of redemption or
purchase, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities"; or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such business day, the average of the Reference Treasury Dealer
Quotations.



                                      A-5
<PAGE>

                  "Independent Investment Banker" means any Reference Treasury
Dealer appointed by the Trustee after consultation with the Company.

                  "Reference Treasury Dealer" means each of (1) Deutsche Bank
Securities Inc. or any successor (or, if the foregoing shall not be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer)
and (2) any Primary Treasury Dealer selected by the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
any Reference Treasury Dealer on any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the applicable Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

                  (b) On or after August 1, 2008, the Company may redeem the
Notes at its option, in whole or in part, upon not less than 30 nor more than 60
days' notice, at the following redemption prices (expressed as percentages of
the principal amount thereof) if redeemed during the twelve-month period
commencing on August 1 of the year set forth below:

                                                    OPTIONAL
        YEAR                                    REDEMPTION PRICE
        ----                                    ----------------
        2008                                        104.938%
        2009                                        102.469%
        2010 and thereafter                         100.000%


                  In addition, the Company must pay accrued and unpaid interest
on the Notes redeemed to, but not including, the date of redemption.

                  (c) Notwithstanding the foregoing, (i) at any time prior to
         August 1, 2007, the Company may redeem up to 35% of the aggregate
         principal amount of the Notes outstanding at a redemption price equal
         to 109.875% of the principal amount thereof, on the redemption date,
         together with accrued and unpaid interest, if any, to, but not
         including, such redemption date, with the net cash proceeds of one or
         more Equity Offerings (as defined below); provided that

                  (1) at least 65% of the principal amount of Notes of the
         series being redeemed remains outstanding immediately after any such
         redemption; and

                  (2) the Company makes such redemption not more than 180 days
         after the consummation of any such Equity Offering.



                                      A-6
<PAGE>

                  "Equity Offering" means any public or private issuance or sale
of Qualified Capital Stock of the Company.

                  Any redemption pursuant to this paragraph 5(c) shall be made
pursuant to Sections 3.1 through 3.6 of the Indenture

                  (6) Mandatory Redemption. Except as set forth in Paragraph 8
below with respect to repurchases of Notes in certain events, the Company shall
not be required to make mandatory redemption payments with respect to the Notes.

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

                  (8) Repurchase at Option of Holder.

                  Upon the occurrence of a Change of Control, and subject to
certain conditions set forth in the Indenture, the Issuer will be required to
offer to purchase all of the outstanding Notes at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of repurchase.

                  The Issuer is, subject to certain conditions and exceptions,
obligated to make an offer to purchase Notes at 100% of their principal amount,
plus accrued and unpaid interest, if any, thereon to the date of repurchase,
with certain net cash proceeds of certain sales or other dispositions of assets
in accordance with the Indenture.

                  (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, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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



                                      A-7
<PAGE>

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

                  (12) Events of Default and Remedies If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes generally may 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 as set forth in the Indenture, with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest including an
accelerated payment or the failure to make a payment on the Change of Control
Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer
or a Default in complying with the provisions of Article Five of the Indenture)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, or the premium on, the Notes.

                  (13) Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

                  (14) No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

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

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



                                      A-8
<PAGE>

                  (17) Discharge Prior to Maturity. If the Company deposits with
the Trustee or Paying Agent cash or U.S. Government Obligations sufficient to
pay the principal or Redemption Price of, and interest and Additional Interest,
if any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Company will be discharged
from the Indenture, except for certain Sections thereof.

                  (18) Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the law of another jurisdiction would be
required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other
jurisdiction.

                  (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 correctness or accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption or repurchase and reliance
may be placed only on the other identification numbers placed thereon.

                  (20) Registration Rights. Pursuant to the Registration Rights
Agreement, the Company will be obligated upon the occurrence of certain events
to consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Series A Note for the Company's 9 7/8% Senior
Notes due 2012, Series B, which have been registered under the Securities Act,
in like principal amount and having terms identical in all material respects as
the Series A Notes. The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.



                                      A-9
<PAGE>

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

                                    Crompton Corporation
                                    199 Benson Road
                                    Middlebury, Connecticut 06749
                                    Attention: Chief Financial Officer
                                    With a copy to:  General Counsel





                                      A-10
<PAGE>

                                 ASSIGNMENT FORM


                  To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint _______________________________________________________
agent 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 recognized signature
                                      guarantee medallion program)






                                      A-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable
boxes

<TABLE>

                  <S>                                         <C>
                  |_| Net Proceeds Offer:                     |_| Change of Control Offer:

                     in whole           |_|                      in whole           |_|

                     in part            |_|                      in part            |_|

                     Amount to be                                Amount to be
                     purchased:  $___________                    purchased:  $___________


                  Dated:  __________________                Signature: ______________________________________
                                                                       (Sign exactly as your name appears on
                                                                        the other side of this Note)


                  Signature Guarantee: _______________________________________________________________________
                                       (Participant in recognized signature guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number: ____________________________________________________________
</TABLE>





                                      A-12
<PAGE>

                                                                      EXHIBIT B


                              FORM OF SERIES B NOTE

                                 (Face of Note)

                              CROMPTON CORPORATION

                           9 7/8% SENIOR NOTE DUE 2012

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](3)





---------------------
(3)   To be included only if the Note is issued in global form




                                      B-1
<PAGE>

                              CROMPTON CORPORATION

                           9 7/8% SENIOR NOTE DUE 2012

                                                             CUSIP No.__________
No. ______________                                           $__________________

Interest Payment Dates:  February 1 and August 1
Record Dates:  January 15 and July 15

                  CROMPTON CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor corporation under the indenture hereinafter
referred to ), for value received promises to pay to __________________________
__________________________ or registered assigns, the principal sum of ________
Dollars on August 1, 2012.

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

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

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.

[SEAL]                                   Dated:


                                         CROMPTON CORPORATION


                                         By: _________________________________
                                             Name:
                                             Title:


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

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee


By: ___________________________
    Name:
    Title:




                                      B-2
<PAGE>

                                 (Back of Note)

                          9 7/8% Senior Notes due 2012


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

                  (1) Interest. The Company promises to pay interest on the
         principal amount of this Note at the rate of 9 7/8% per annum from
         August 16, 2004 until maturity and shall pay the Additional Interest
         pursuant to Section 4 of the Registration Rights Agreement. The Company
         will pay interest and Additional Interest semi-annually on February 1
         and August 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 Note 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 February 1, 2005. The Company shall pay interest (including
         post-petition interest in any proceeding under any Bankruptcy Law) on
         overdue payments of the principal, Purchase Price and Redemption Price
         of this Note from time to time on demand at the same rate per annum on
         the Notes to the extent lawful; it shall pay interest (including
         post-petition interest in any proceeding under any Bankruptcy Law) on
         overdue installments of interest and Additional Interest, if any
         (without regard to any applicable grace periods), hereon 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 Additional Interest, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 15th and July 15th 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. Any
         such installment of interest or Additional Interest, if any, not
         punctually paid or duly provided for shall forthwith cease to be
         payable to the registered Holders on such Interest Payment Date, and
         may be paid to the registered Holders at the close of business on a
         special interest payment date to be fixed by the Trustee for the
         payment of such defaulted interest, notice whereof shall be given to
         the registered Holders not less than 15 days prior to such special
         interest payment date, or may be paid at any time in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which the Notes may be listed, and upon such notice as may
         be required by such exchange, all as more fully provided in the
         Indenture. The Notes will be payable as to principal, Redemption Price,
         Purchase Price, interest and Additional Interest, if any, 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 Additional Interest 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, Redemption Price and
         Purchase Price of, and interest and Additional Interest (if any) on,
         all Global Notes and all other Notes the Holders of which shall have
         provided wire transfer instructions to the Trustee or the Paying Agent.
         Such payment shall be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.


                                      B-3
<PAGE>

                  (3) Paying Agent and Registrar. Initially, Deutsche Bank Trust
         Company Americas will act as Paying Agent and Registrar. The Company
         may change any Paying Agent or Registrar without notice to any Holder.
         The Company may act in any such capacity.

                  (4) Indenture and Guarantees. The Company issued the Notes
         under an Indenture dated as of August 16, 2004 (as in effect from time
         to time, the "Indenture") between 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 Trust
         Indenture Act of 1939, as amended (15 U.S.C. Code ss.ss. 77aaa-77bbbb).
         The Notes are subject to all such terms, and Holders are referred to
         the Indenture and such Act for a statement of such terms. The Notes are
         general obligations of the Company. Payment on each Note is guaranteed,
         jointly and severally, by the Guarantors pursuant to Article X of the
         Indenture.

                  (5) Optional Redemption. (a) Prior to August 1, 2008, the
         Company may redeem all or a part of the Notes, upon not less than 30
         nor more than 60 days' notice, at a redemption price equal to the
         greater of:

                  (1) 100% of the principal amount of such series of Notes
         thereof; or

                  (2) the present value, as determined by an Independent
         Investment Banker, of

                           (A) 104.938% of the principal amount of such Note
being redeemed as of August 1, 2008,
     plus

                           (B) all required interest payments due on the Notes
through August 1, 2008 (excluding
     accrued interest), discounted to the redemption date on a semi-annual basis
     (assuming a 360-day year consisting of twelve 30-day months) at the
     Adjusted Treasury Rate, plus accrued interest to the redemption date.

                  "Adjusted Treasury Rate" means with respect to the redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus 0.50%.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by a Reference Treasury Dealer as having a maturity comparable
to the Stated Maturity of the principal of the Notes that would be utilized at
the time of selection and in accordance with customary financial practices in
pricing new issues of corporate debt securities of comparable maturity to the
remaining life of such Notes.



                                      B-4
<PAGE>

                  "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the applicable
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such date of redemption or
purchase, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities"; or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such business day, the average of the Reference Treasury Dealer
Quotations.

                  "Independent Investment Banker" means any Reference Treasury
Dealer appointed by the Trustee after consultation with the Company.

                  "Reference Treasury Dealer" means each of (1) Deutsche Bank
Securities Inc. or any successor (or, if the foregoing shall not be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer)
and (2) any Primary Treasury Dealer selected by the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
any Reference Treasury Dealer on any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the applicable Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

                  (b) On or after August 1, 2008, the Company may redeem the
Notes at its option, in whole or in part, upon not less than 30 nor more than 60
days' notice, at the following redemption prices (expressed as percentages of
the principal amount thereof) if redeemed during the twelve-month period
commencing on August 1 of the year set forth below:

                                                      OPTIONAL
        YEAR                                       REDEMPTION PRICE
        ----                                       ----------------
        2008                                            104.938%
        2009                                            102.469%
        2010 and thereafter                             100.000%


                  In addition, the Company must pay accrued and unpaid interest
on the Notes redeemed to, but not including, the date of redemption.

                  (c) Notwithstanding the foregoing, (i) at any time prior to
         August 1, 2007, the Company may redeem up to 35% of the aggregate
         principal amount of the Notes outstanding at a redemption price equal
         to 109.875% of the principal amount thereof, on the redemption date,
         together with accrued and unpaid interest, if any, to, but not
         including, such redemption date, with the net cash proceeds of one or
         more Equity Offerings (as defined below); provided that

                  (1) at least 65% of the principal amount of Notes of the
         series being redeemed remains outstanding immediately after any such
         redemption; and

                  (2) the Company makes such redemption not more than 180 days
         after the consummation of any such Equity Offering.



                                      B-5
<PAGE>

                  "Equity Offering" means any public or private issuance or sale
of Qualified Capital Stock of the Company.

                  Any redemption pursuant to this paragraph 5(c) shall be made
pursuant to Sections 3.1 through 3.6 of the Indenture

                  (6) Mandatory Redemption. Except as set forth in Paragraph 8
below with respect to repurchases of Notes in certain events, the Company shall
not be required to make mandatory redemption payments with respect to the Notes.

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

                  (8) Repurchase at Option of Holder.

                  Upon the occurrence of a Change of Control, and subject to
certain conditions set forth in the Indenture, the Issuer will be required to
offer to purchase all of the outstanding Notes at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of repurchase.

                  The Issuer is, subject to certain conditions and exceptions,
obligated to make an offer to purchase Notes at 100% of their principal amount,
plus accrued and unpaid interest, if any, thereon to the date of repurchase,
with certain net cash proceeds of certain sales or other dispositions of assets
in accordance with the Indenture.

                  (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, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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



                                      B-6
<PAGE>

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

                  (12) Events of Default and Remedies . If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes generally may 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 as set forth in the Indenture, with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest including an
accelerated payment or the failure to make a payment on the Change of Control
Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer
or a Default in complying with the provisions of Article Five of the Indenture)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, or the premium on, the Notes.

                  (13) Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

                  (14) No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

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

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



                                      B-7
<PAGE>

                  (17) Discharge Prior to Maturity. If the Company deposits with
the Trustee or Paying Agent cash or U.S. Government Obligations sufficient to
pay the principal or Redemption Price of, and interest and Additional Interest,
if any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Company will be discharged
from the Indenture, except for certain Sections thereof.

                  (18) Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the law of another jurisdiction would be
required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other
jurisdiction.

                  (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 correctness or accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption or repurchase and reliance
may be placed only on the other identification numbers placed thereon.

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

                                    Crompton Corporation
                                    199 Benson Road
                                    Middlebury, Connecticut 06749
                                    Attention: Chief Financial Officer
                                    With a copy to:  General Counsel




                                      B-8
<PAGE>


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ________________________________________________________
agent 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 recognized signature
                                              guarantee medallion program)


                                      B-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable
boxes

<TABLE>

                  <S>                                         <C>
                  |_| Net Proceeds Offer:                     |_| Change of Control Offer:

                     in whole           |_|                      in whole           |_|

                     in part            |_|                      in part            |_|

                     Amount to be                                Amount to be
                     purchased:  $___________                    purchased:  $___________



                  Dated:  __________________                Signature: _______________________________________
                                                                        (Sign exactly as your name appears on
                                                                              the other side of this Note)

                  Signature Guarantee:  ______________________________________________________________________
                                          (Participant in recognized signature guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number: ____________________________________________________________

</TABLE>


                                      B-10
<PAGE>

                                                                      EXHIBIT C


                                    GUARANTEE

                  For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Company under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article X of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article X of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of this Guarantee shall not
be affected by the fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Indenture dated as of August 16, 2004, among Crompton
Corporation, a Delaware corporation, as issuer (the "Company"), each of the
Guarantors named therein and Wells Fargo Bank, National Association, as trustee
(the "Trustee") (as amended or supplemented, the "Indenture").

                  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Guarantee.




                                      C-1
<PAGE>

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



                               CNK CHEMICAL REALTY CORPORATION
                               CROMPTON COLORS INCORPORATED
                               CROMPTON HOLDING CORPORATION
                               CROMPTON EUROPE FINANCIAL SERVICES COMPANY
                               CROMPTON MONOCHEM, INC.
                               CROMPTON SALES COMPANY INC.
                               DAVIS-STANDARD CORPORATION
                               GT SEED INTERNATIONAL COMPANY
                               GT SEED TREATMENT INC.
                               KEM MANUFACTURING CORPORATION
                               MONOCHEM, INC.
                               NAUGATUCK TREATMENT COMPANY
                               UNIROYAL CHEMICAL COMPANY LIMITED  (DELAWARE)
                               UNIROYAL CHEMICAL COMPANY INC.
                               UNIROYAL CHEMCIAL COMPANY INC.
                               UNIROYAL CHEMICAL EXPORT LIMITED
                               UNIROYAL CHEMICAL LEASING COMPANY, INC.
                               WEBER CITY ROAD LLC



                               By: ____________________________________________
                                   Name:
                                   Title:





                                      C-2
<PAGE>


                                                                   EXHIBIT D(1)


                        FORM OF REGULATION S CERTIFICATE


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


Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479

Attention:  Jane Y. Schweiger


                  Re: Crompton Corporation (the "Company")
                      9 7/8% Senior Notes due 2012 (the "Notes")

Dear Sirs:

                  This letter relates to U.S. $ ______________ principal amount
at maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of August 16, 2004 relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S).


                                          Very truly yours,


                                          [Name of Holder]



                                          By: __________________________________
                                              Authorized Signature



                                 Exhibit D(1)-1


<PAGE>


                                                                   EXHIBIT D(2)


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


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


Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479

Attention:  Jane Y. Schweiger


                  Re: Crompton Corporation (the "Company")
                      9 7/8% Senior Notes due 2012 (the "Notes")

Dear Sirs:

                  This Certificate relates to $ _____________ principal amount
of Notes held in (*)____ book-entry or * _____ certificated form by_____________
_____________________(the "Transferor").

                  The Transferor:*

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

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

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                  |_| Such Note is being acquired for the Transferor's own
account, without transfer.






---------------------
*   Check applicable box



                                     D(2)-1


<PAGE>



                  |_| Such Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) in reliance on Rule 144A.

                  |_| Such Note is being transferred to an "accredited investor"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

                  |_| Such Note is being transferred pursuant to an exemption
from registration in accordance with Regulation S under the Securities Act.

                  |_| Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act.

                  |_| Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act.
An Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.


                                      Very truly yours,


                                      _________________________________________
                                      [INSERT NAME OF TRANSFEROR]




                                      By: _____________________________________
                                          Name:
                                          Title:

Date:    __________________





                                     D(2)-2

<PAGE>


                                                                      EXHIBIT E


                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON QIB ACCREDITED INVESTORS


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


Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479

Attention:  Jane Y. Schweiger



                  Re: Crompton Corporation (the "Company")
                      9 7/8% Senior Notes due 2012 (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of 9 7/8% Senior
Notes due 2012 (the "Notes") of the Company, we confirm that:

                  We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of August 16, 2004 relating to the Notes (the "Indenture") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act").

                  We understand that the Notes have not been registered under
the Securities Act or any other applicable securities law, and that the Notes
may not be offered, sold or otherwise transferred except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should offer, sell,
transfer, pledge, hypothecate or otherwise dispose of any Notes within two years
after the original issuance of the Notes, we will do so only (A) to the Company
or any Subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), (F) in accordance with another exemption from
the registration requirements of the Securities Act, or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein and in
the Indenture.



                                      E-1


<PAGE>

                  We understand that, on any proposed transfer of any Notes
prior to the later of the original issue date of the Notes and the last date the
Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D)
and 2(E) above, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

                  We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are acquiring the Notes for investment purposes
and not with a view to, or offer of sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk
of our or its investment.

                  We are acquiring the Notes purchased by us for our own account
or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


                                 Very truly yours,


                                 (Name of Transferee)




                                 By: ________________________________________
                                     Authorized Signature


                                      E-2

<PAGE>


                                                                      EXHIBIT F


                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S


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


Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479

Attention:  Jane Y. Schweiger

                  Re:      Crompton Corporation (the "Company")
                           9 7/8% Senior Notes due 2012 (the "Notes")

Dear Sirs:

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

                  (1) the offer of the Notes was not made to a person in the
         United States;

                  (2) at the time the buy order was originated, the transferee
         was outside the United States or we and any person acting on our behalf
         reasonably believed that the transferee was outside the United States;

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

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the U.S. Securities Act of 1933.




                                      F-1
<PAGE>


                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.


                                     Very truly yours,


                                     [Name of Transferor]




                                     By: ______________________________________
                                         Authorized Signature





                                      F-2