8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




Date of Report (Date of earliest event reported): JULY 27, 1998



                         WINDMERE-DURABLE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)




FLORIDA                                  1-10177                59-1028301
(State or other jurisdiction           (Commission            (I.R.S. Employer
of incorporation)                      File Number)          Identification No.)


5980 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA                                                    33014
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (305) 362-2611


 ------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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                           CURRENT REPORT ON FORM 8-K

                         WINDMERE-DURABLE HOLDINGS, INC.

                                  JULY 27, 1998


ITEM 5.  OTHER EVENTS.

         On July 27, 1998, Windmere-Durable Holdings, Inc., a Florida
corporation (the Company"), completed an underwritten offering of $130,000,000
of its 10% Senior Subordinated Notes due July 31, 2008 (the "Notes") under its
shelf registration statement on Form S-3, as amended (Registration No.
333-56069), declared effective by the Securities and Exchange Commission on June
29, 1998 (the "Registration Statement"), a Prospectus, dated June 29, 1998, and
the related Prospectus Supplement, dated July 22, 1998, relating to the offer
and sale by the Company of the Notes (the "Notes Offering"). The total proceeds
to the Company from the Notes Offering was $126,100,000, before deducting
expenses payable by the Company in connection with the Notes Offering. The Notes
Offering was underwritten by NationsBanc Montgomery Securities LLC
("NationsBanc"), pursuant to an Underwriting Agreement filed herewith as Exhibit
1.1. The terms and conditions of the Notes and related matters are set forth in
the Supplemental Indenture filed herewith as Exhibit 4.1. The Notes are
unconditionally guaranteed on a senior subordinated basis by all of the
Company's current and future Domestic Subsidiaries (as defined in the
Supplemental Indenture).

         On July 27, 1998, the Company also completed an underwritten offering
of 3,041,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), under the Registration Statement, a Prospectus, dated June 29,
1998, and the related Prospectus Supplement, dated July 22, 1998, relating to
the offer and sale by the Company of the Common Stock (the "Common Stock
Offering"). The total proceeds to the Company from the Common Stock Offering was
$98,224,300, before deducting expenses payable by the Company in connection with
the Common Stock Offering. The Common Stock Offering was underwritten by
NationsBanc and Raymond James & Associates, Inc., pursuant to an Underwriting
Agreement filed herewith as Exhibit 1.2. The shares of Common Stock were priced
to the public at $34.00 per share.

         The Company applied the net proceeds of the Common Stock Offering and
the Notes Offering to repay all outstanding indebtedness under senior
subordinated loans in aggregate principal amount of $185,000,000 (the "Senior
Subordinated Loans"), and a portion of outstanding indebtedness under senior
secured credit facilities (the "Senior Credit Facilities"), including
$20,000,000 under a Tranche C term loan and approximately $17,000,000 under a
senior secured revolving credit facility. The Company obtained the Senior
Subordinated Loans and the Senior Credit Facilities from affiliates of
NationsBanc in order to facilitate its previously announced acquisition of the
Cooking, Garment Care, Food Preparation, and Beverage businesses of the
Household Products Group of The Black & Decker Corporation on June 26, 1998.

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ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements of Business Acquired.

                  Not Applicable.

         (b)      Pro Forma Financial Information.

                  Not Applicable.

         (c)      Exhibits.

         The following exhibits are filed as part of this Current Report on Form
8-K and as exhibits to the Registration Statement.

EXHIBIT NO.                DESCRIPTION

   1.1            Underwriting Agreement, dated July 22, 1998, among the
                  Company, the Guarantors named therein and NationsBanc.

   1.2            Underwriting Agreement, dated July 22, 1998, among the
                  Company, NationsBanc and Raymond James & Associates, Inc.

   4.1            Supplemental Indenture, dated as of July 27, 1998, among the
                  Company, the Guarantors named therein and State Street Bank
                  and Trust Company, as trustee.




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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                            WINDMERE-DURABLE HOLDINGS, INC.



Date:  July 30, 1998                        By: /s/ Cindy R. Solovei
                                                --------------------
                                                 Cindy R. Solovei, Treasurer




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                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION

    1.1           Underwriting Agreement, dated July 22, 1998, among the
                  Company, the Guarantors named therein and NationsBanc.

    1.2           Underwriting Agreement, dated July 22, 1998, among the
                  Company, NationsBanc and Raymond James & Associates, Inc.

    4.1           Supplemental Indenture, dated as of July 27, 1998, among the
                  Company, the Guarantors named therein and State Street Bank
                  and Trust Company, as trustee.

EX-1.1

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                                                                     Exhibit 1.1

                                                                  EXECUTION COPY



                                  $130,000,000



                         WINDMERE-DURABLE HOLDINGS, INC.



                     10% SENIOR SUBORDINATED NOTES DUE 2008



                             UNDERWRITING AGREEMENT

                               DATED JULY 22, 1998
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                                TABLE OF CONTENTS

                                                                                                      PAGE
                                                                                                   
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SUBSIDIARY GUARANTORS...................2

         (a) Compliance with Registration Requirements...................................................2
         (b) Exchange Act Compliance.....................................................................3
         (c) Offering Materials Furnished to the Underwriter.............................................3
         (d) Distribution of Offering Material By the Issuers............................................3
         (e) The Underwriting Agreement..................................................................3
         (f) Authorization of the Notes..................................................................3
         (g) Authorization of the Subsidiary Guarantees..................................................4
         (h) The Indenture...............................................................................4
         (i) No Applicable Registration or Other Similar Rights..........................................4
         (j) No Material Adverse Change..................................................................4
         (k) Independent Accountants.....................................................................4
         (l) Preparation of the Financial Statements.....................................................5
         (m) Incorporation and Good Standing of the Company and its Subsidiaries.........................5
         (n) Capitalization and Other Capital Stock Matters..............................................6
         (o) Stock Exchange Listing......................................................................6
         (p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
                  Required...............................................................................6
         (q) No Material Actions or Proceedings..........................................................7
         (r) Intellectual Property Rights................................................................7
         (s) All Necessary Permits, etc..................................................................7
         (t) Title to Properties.........................................................................8
         (u) Tax Law Compliance..........................................................................8
         (v) Company Not an "Investment Company."........................................................8
         (w) Insurance...................................................................................8
         (x) No Price Stabilization or Manipulation......................................................8
         (y) Related Party Transactions..................................................................9
         (z) Company's Accounting System.................................................................9
         (aa) Year 2000 Compliance.......................................................................9
         (bb) Compliance with Environmental Laws.........................................................9
         (cc) Periodic Review of Costs of Environmental Compliance......................................10
         (dd) ERISA Compliance..........................................................................10
         (ee) Industry Data.............................................................................11
         (ff) Florida Laws..............................................................................11
         (gg) Forward Looking Statements................................................................11

SECTION 2. PURCHASE, SALE AND DELIVERY OF THE SECURITIES................................................11

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         (a) The Securities.............................................................................11
         (b) The Closing Date...........................................................................11
         (c) Public Offering of the Securities..........................................................11
         (d) Payment for the Securities.................................................................11
         (e) Delivery of the Securities.................................................................12
         (f) Delivery of Prospectus to the Underwriter..................................................12

SECTION 3. ADDITIONAL COVENANTS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS............................12

         (a) Review of Proposed Amendments and Supplements..............................................12
         (b) Securities Act Compliance..................................................................12
         (c) Amendments and Supplements to the Prospectus and Other Securities Act Matters..............13
         (d) Copies of any Amendments and Supplements to the Prospectus.................................13
         (e) Blue Sky Compliance........................................................................13
         (f) Use of Proceeds............................................................................13
         (g) Earnings Statement.........................................................................13
         (h) Periodic Reporting Obligations.............................................................14
         (i) Usury Laws.................................................................................14

SECTION 4. PAYMENT OF EXPENSES..........................................................................14


SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITER.............................................14

         (a) Accountants' Comfort Letter................................................................14
         (b) Compliance with Registration Requirements; No Stop Order; No Objection from NASD...........15
         (c) No Ratings Agency Change...................................................................15
         (d) Opinion of Counsel for the Company.........................................................15
         (e) Officers' Certificate......................................................................15
         (f) Bring-down Comfort Letter..................................................................16
         (g) Common Stock Closing.......................................................................16
         (h) Indenture..................................................................................16
         (i) Qualified Independent Underwriter Pricing Opinion..........................................16
         (j) Amendment to Senior Credit Facilities......................................................16
         (k) Additional Documents.......................................................................16
         (l) Opinion of Counsel for the Underwriter.....................................................16

SECTION 6. REIMBURSEMENT OF UNDERWRITER'S EXPENSES......................................................17

SECTION 7. EFFECTIVENESS OF THIS AGREEMENT..............................................................17


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SECTION 8. INDEMNIFICATION..............................................................................17

         (a) Indemnification of the Underwriter.........................................................17
         (b) Indemnification of the Company, its Directors and Officers.................................18
         (c) Notifications and Other Indemnification Procedures.........................................19
         (d) Settlements................................................................................20
         (e) Indemnification of a Qualified Independent Underwriter.....................................20

SECTION 9. CONTRIBUTION.................................................................................20


SECTION 10. TERMINATION OF THIS AGREEMENT...............................................................21


SECTION 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.........................................22


SECTION 12. NOTICES.....................................................................................22


SECTION 13. SUCCESSORS..................................................................................23


SECTION 14. PARTIAL UNENFORCEABILITY....................................................................23


SECTION 15. GOVERNING LAW PROVISIONS....................................................................23


SECTION 16. GENERAL PROVISIONS..........................................................................24


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                             UNDERWRITING AGREEMENT



July 22, 1998


NATIONSBANC MONTGOMERY SECURITIES LLC
100 North Tryon Street
Charlotte, North Carolina 28255


Ladies and Gentlemen:

                  Introductory. Windmere-Durable Holdings, Inc., a Florida
corporation (the "Company), proposes to issue and sell to NationsBanc Montgomery
Securities LLC (the "Underwriter") $130,000,000 in aggregate principal amount of
its 10% Senior Subordinated Noted due 2008 (the "Notes"). The Notes will be
fully and unconditionally guaranteed (the "Subsidiary Guarantees" and,
collectively with the Notes, the "Securities") on a senior subordinated
unsecured basis, jointly and severally, by each domestic subsidiary of the
Company listed on the signature page hereto (the "Subsidiary Guarantors" and,
together with the Company, the "Issuers"). The Securities are to be issued
pursuant to the terms of an Indenture (the "Indenture") among the Company, the
Subsidiary Guarantors and State Street Bank and Trust Company, as trustee (the
"Trustee").

                  The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 333-56069), which registration statement contains a form of prospectus
relating to the offering from time to time of up to $250,000,000 in aggregate
principal amount of debt securities and/or shares of Common Stock of the Company
in accordance with Rule 415 under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the "Securities
Act"). Such registration statement, as amended, has been declared effective by
the Commission and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"). In addition, the Company
has prepared and filed with the Commission a Preliminary Prospectus (as defined)
pursuant to Rule 424(b)(3) under the Securities Act in accordance with Rule
424(b)(3) under the Securities Act.

                  The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "Effective Date" shall mean each date that
the Registration Statement any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date and the time
that this Agreement is executed and delivered by the parties hereto.
"Preliminary Prospectus" shall mean any preliminary prospectus, including any
preliminary prospectus supplement, used in connection with the offer of any
Common Shares prior to the date hereof and any preliminary prospectus included
in the Registration Statement at the Effective Date. The form of prospectus,
including any prospectus supplement, relating to the Common Shares as first
filed pursuant to Rule 424(b)(5) after the Execution Time or, if no filing
pursuant to Rule 424(b)(5) is required, such form of prospectus included in the
Registration
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Statement at the Effective Date, is hereinafter called the "Prospectus."
"Registration Statement" shall mean the registration statement referred to above
(File No. 333-56069), including all documents and financial statements
incorporated or deemed to be incorporated by reference therein, as amended at
the Execution Time and, in the event any post-effective amendment thereto
becomes effective or any supplement thereto is filed prior to the Closing Date
(as defined), shall also mean such registration statement as so amended or
supplemented. Any reference herein to the Registration Statement, a Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents and financial statements incorporated or deemed to be incorporated
therein pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Exchange Act"), on or before the Effective Date
of the Registration Statement or the issue date of such Preliminary Prospectus
or Prospectus, as the case may be, and shall include any copy thereof filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System ("EDGAR"); and any reference herein to the terms, "amend," "amendment" or
"supplement" with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the Effective Date of the
Registration Statement, or the issue date of any Preliminary Prospectus or the
Prospectus, as the case may be deemed to be incorporated therein by reference.

                  The Issuers hereby confirm their agreements with the
Underwriter as follows:

SECTION 1.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                  SUBSIDIARY GUARANTORS.

                  The Company and the Subsidiary Guarantors, jointly and
severally, hereby represent, warrants and covenants to the Underwriter as
follows:

         (a) Compliance with Registration Requirements. The Registration
Statement, as of the Effective Date of the Registration Statement and as of the
Closing Date and the Prospectus, as of the date first filed in accordance with
Rule 424(b)(5) under the Securities Act after the Execution Time and on the
Closing Date complied and will comply, as the case may be, in all material
respects with the requirements of the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as permitted by Regulation S-T under the
Securities Act), was identical in content to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Securities.
The Indenture conforms in all material respects to the requirements of the Trust
Indenture Act. The Registration Statement has been declared effective by the
Commission under the Securities Act and the Indenture has been qualified under
the Trust Indenture Act; no stop order suspending the effectiveness of the
Registration Statement is in effect and no proceedings for such purpose have
been instituted or are pending before or threatened by the Commission; and any
required filing of the Prospectus pursuant to Rule 424(b) under the Securities
Act has been made in accordance with Rule 424(b) under the Securities Act. The
Registration Statement, as of the Effective Date of the Registration Statement
(and, if any amendment to the Registration Statement or an annual report on Form
10-K has been filed by the Company with the Commission subsequent to the
Effective Date, then at the time of the most recent such filing) and as of the
Closing Date, did not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Prospectus, as amended


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or supplemented, as of its issue date and as of the Closing Date did not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the representations and warranties in this subsection shall not apply to
(A) statements in or omissions from the Registration Statement or the
Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with information relating to any Underwriter furnished to the
Company in writing by NationsBanc Montgomery Securities LLC ("NMSI") or any
other Underwriter expressly for use in the Registration Statement or the
Prospectus or (B) that part of the Registration Statement constituting the
Statement of Eligibility and Qualification under the Trust Indenture Act ("Form
T-1"). There are no contracts or other documents required to be described in the
Prospectus or to be filed as exhibits to the Registration Statement which have
not been described, filed or incorporated by reference therein, as required.

         (b) Exchange Act Compliance. The documents incorporated or deemed to be
incorporated by reference in the Prospectus, at the time they were or hereafter
are filed with the Commission, complied and will comply in all material respects
with the requirements of the Exchange Act, and, when read together with the
other information in the Prospectus, at the time the Registration Statement and
any amendments thereto become effective and at the Closing Date, as the case may
be, will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

         (c) Offering Materials Furnished to the Underwriter. The Issuers have
delivered to the Underwriter conformed copies of the Registration Statement, the
Preliminary Prospectus and the Prospectus, as amended or supplemented, in such
quantities and at such places as the Underwriter have reasonably requested.

         (d) Distribution of Offering Material By the Issuers. The Issuers have
not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the Underwriter's distribution of the Securities, any
offering material in connection with the offering and sale of the Securities
other than the Preliminary Prospectuses, the Prospectus or the Registration
Statement (including any documents deemed to be incorporated by reference
therein).

         (e) The Underwriting Agreement. This Agreement has been duly
authorized, executed and delivered by, and is a valid and binding agreement of,
each of the Issuers, enforceable in accordance with its terms, except as rights
to indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

         (f) Authorization of the Notes. The Notes have been duly and validly
authorized by the Company and when duly executed by the Company in accordance
with the terms of the Indenture and, assuming due authentication of the Notes by
the Trustee, upon delivery to the Underwriter against payment therefor in
accordance with the terms hereof, will be entitled to the benefits of the
Indenture and will constitute valid and binding obligations of the Company


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enforceable in accordance with their terms, subject to the effects of
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general
equitable principles (whether in a proceeding in equity or at law); and the
Notes, when issued and delivered, will conform to the description thereof
contained in the Prospectus.

         (g) Authorization of the Subsidiary Guarantees. The Subsidiary
Guarantees have been duly and validly authorized by each of the Subsidiary
Guarantors and when duly executed by each of the Subsidiary Guarantors in
accordance with the terms of the Indenture, upon delivery to the Underwriter
against payment therefor in accordance with the terms hereof, will be entitled
to the benefits of the Indenture and will constitute valid and binding
obligations of each of the Subsidiary Guarantors enforceable in accordance with
their terms, subject to the effects of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles (whether in a
proceeding in equity or at law); and the Subsidiary Guarantees, when issued and
delivered, will conform to the description thereof contained in the Prospectus.

         (h) The Indenture. The Indenture has been duly and validly authorized
by each of the Issuers and when duly executed by each of the Issuers (assuming
due execution and delivery by the Trustee) and delivered by each of the Issuers
will constitute a valid and binding agreement of each of the Issuers,
enforceable against each of the Issuers in accordance with its terms, subject to
the effects of bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles (whether in a proceeding in equity or at law).

         (i) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement; except for such rights as have been
duly waived.

         (j) No Material Adverse Change. Except as otherwise disclosed in or
contemplated by the Prospectus, subsequent to the respective dates as of which
information is given in the Prospectus: (i) there has been no material adverse
change, or any development that could reasonably be expected to result in a
material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations, whether or not arising from transactions in
the ordinary course of business, of the Company and its subsidiaries, considered
as one entity (any such change is called a "Material Adverse Change"); (ii) the
Company and its subsidiaries, considered as one entity, have not incurred any
material liability or obligation, indirect, direct or contingent, not in the
ordinary course of business nor entered into any material transaction or
agreement not in the ordinary course of business; and (iii) there has been no
dividend or distribution of any kind declared, paid or made by the Company or,
except for dividends paid to the Company or other subsidiaries, any of its
subsidiaries on any class of capital stock or repurchase or redemption by the
Company or any of its subsidiaries of any class of capital stock.

         (k) Independent Accountants. Grant Thornton LLP and Ernst & Young LLP,
who have expressed their opinion with respect to the financial statements (which
term as used in this Agreement includes the related notes thereto) and
supporting schedules filed with the Commission as a part of the Registration
Statement and included in the Prospectus, are


                                       4
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independent public or certified public accountants as required by the Securities
Act and the Exchange Act.

         (l) Preparation of the Financial Statements. The financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus, or in any supplement thereto or amendment thereof, present fairly,
in all material respects (i) the consolidated financial position of the Company
and its subsidiaries and (ii) the financial position of the Household Products
Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black &
Decker Corporation as of and at the dates indicated and the results of their
respective operations and cash flows for the periods specified. The supporting
schedules included in the Registration Statement present fairly the information
required to be stated therein. Such financial statements and supporting
schedules have been prepared in conformity with generally accepted accounting
principles as applied in the United States applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the
related notes thereto. No other financial statements or supporting schedules are
required to be included in the Registration Statement. The financial data set
forth in the Prospectus under the captions "Prospectus Summary--Summary
Historical Financial Information," "Selected Historical Financial Information"
and "Capitalization" fairly present the information set forth therein on a basis
consistent with that of the audited financial statements contained in the
Registration Statement. The pro forma financial statements of the Company and
its subsidiaries and the related notes thereto included under the caption
"Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and
"Unaudited Pro Forma Combined Financial Information" and elsewhere in the
Prospectus and in the Registration Statement present fairly the information
contained therein, have been prepared in accordance with the Commission's rules
and guidelines with respect to pro forma financial statements and have been
properly presented on the bases described therein, and the assumptions used in
the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to
therein. The Company's ratios of earnings to fixed charges set forth in the
Prospectus under the caption "Prospectus Summary -- Summary Historical Financial
Information," "Selected Historical Financial Information" and "Ratio of Earnings
to Fixed Charges" have been calculated in compliance with Item 503(d) of
Regulation S-K under the Securities Act.

         (m) Incorporation and Good Standing of the Company and its
Subsidiaries. Each of the Company and its subsidiaries has been duly
incorporated or organized, as applicable, and is validly existing as a
corporation or limited liability company, as applicable, in good standing under
the laws of the jurisdiction of its incorporation and has corporate or limited
liability company, as applicable, power and authority to own, lease and operate
its properties and to conduct its business as described in the Prospectus and,
in the case of the Company and the Subsidiary Guarantors, to enter into and
perform its obligations under this Agreement. Each foreign subsidiary is duly
qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except for
such jurisdictions where the failure to so qualify or to be in good standing
would not, individually or in the aggregate, result in a Material Adverse
Change. All of the issued and outstanding capital stock of each subsidiary has
been duly authorized and validly issued, is fully paid and nonassessable and is
owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance or claim, except for such
security interests, mortgages,


                                       5
   10
pledges, liens, encumbrances or claims that are disclosed in the Prospectus. The
Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and the
subsidiaries listed on Schedule 1 attached hereto.

         (n) Capitalization and Other Capital Stock Matters. The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Prospectus under the caption "Capitalization" (other than for subsequent
issuances, if any, pursuant to employee benefit plans described in the
Prospectus or upon exercise of outstanding options or warrants described in the
Prospectus). All of the issued and outstanding shares of Common Stock have been
duly authorized and validly issued, are fully paid and nonassessable and have
been issued in compliance with federal and state securities laws (with respect
to Canadian law, (i) assuming that (A) the Notes offered in Canada are offered
only in Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the Notes in
Alberta, Manitoba and Quebec are Permitted Purchasers (as defined in the
Memorandum dated July 20, 1998, as amended, from Stikeman, Elliot, Canadian
counsel to the Underwriter, to the Company (the "Canadian Memo")) and (ii) in
reliance on the Canadian Memo). None of the outstanding shares of Common Stock
were issued in violation of any preemptive rights, rights of first refusal or
other similar rights to subscribe for or purchase securities of the Company.
There are no authorized or outstanding options, warrants, preemptive rights,
rights of first refusal or other rights to purchase, or equity or debt
securities convertible into or exchangeable or exercisable for, any capital
stock of the Company or any of its subsidiaries other than those accurately
described in the Prospectus. The description of the Company's stock option,
stock bonus and other stock plans or arrangements, and the options or other
rights granted thereunder, contained in the Prospectus accurately and fairly
presents the information required to be shown with respect to such plans,
arrangements, options and rights.

         (o) Stock Exchange Listing. The Common Stock is registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and is
listed on The New York Stock Exchange (the "NYSE"), and the Company has taken no
action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the NYSE, nor has the Company received any notification that the
Commission or the NYSE is contemplating terminating such registration or
listing.

         (p) Non-Contravention of Existing Instruments; No Further
Authorizations or Approvals Required. Neither the Company nor any of its
subsidiaries is in violation of its charter or by-laws or is in default (or,
with the giving of notice or lapse of time, would be in default) ("Default")
under any indenture, mortgage, loan or credit agreement, note, contract,
franchise, lease or other instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound (including,
without limitation, the Senior Credit Facilities (as defined in the
Prospectus)), or to which any of the property or assets of the Company or any of
its subsidiaries is subject (each, an "Existing Instrument"), except for such
Defaults as would not, individually or in the aggregate, result in a Material
Adverse Change or such Defaults that are described in the Prospectus. Each of
the Issuers' execution, delivery and performance of this Agreement and the
Indenture and consummation of the transactions contemplated hereby and by the
Prospectus (i) have been duly authorized by all necessary corporate action and
will not result in any violation of the provisions of the charter or by-laws of
the Company or any subsidiary, (ii) will not conflict with or constitute a
breach of, or Default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or


                                       6
   11
any of its subsidiaries pursuant to, or require the consent of any other party
to, any Existing Instrument as in effect on the Closing Date, except for such
conflicts, breaches, Defaults, liens, charges or encumbrances as would not,
individually or in the aggregate, result in a Material Adverse Change or such
Defaults that are described in the Prospectus and (iii) will not result in any
violation of any law, administrative regulation or administrative or court
decree applicable to the Company or any subsidiary (with respect to Canadian
law, (i) assuming that (A) the Notes offered in Canada are offered only in
Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the Notes in
Alberta, Manitoba and Quebec are Permitted Purchasers and (ii) in reliance on
the Canadian Memo). No consent, approval, authorization or other order of, or
registration or filing with, any court or other governmental or regulatory
authority or agency, is required for the Company's execution, delivery and
performance of this Agreement and the Indenture and consummation of the
transactions contemplated hereby and by the Prospectus, except such as have been
obtained or made by the Company and are in full force and effect under the
Securities Act, applicable state securities or blue sky laws and from the
National Association of Securities Dealers, Inc. (the "NASD") (with respect to
Canadian law, (i) assuming that (A) the Notes offered in Canada are offered only
in Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the Notes in
Alberta, Manitoba and Quebec are Permitted Purchasers and (ii) in reliance on
the Canadian Memo).

         (q) No Material Actions or Proceedings. Except as otherwise disclosed
in the Prospectus, there are no legal or governmental actions, suits or
proceedings pending or, to the Issuers' knowledge, threatened (i) against or
affecting the Company or any of its subsidiaries, (ii) which have as the subject
thereof any officer or director of, or property owned or leased by, the Company
or any of its subsidiaries or (iii) relating to discrimination matters, where in
any such case (A) there is a reasonable possibility that such action, suit or
proceeding might be determined adversely to the Company or such subsidiary and
(B) any such action, suit or proceeding, if so determined adversely, would
reasonably be expected to result in a Material Adverse Change or adversely
affect the consummation of the transactions contemplated by this Agreement. No
material labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the best of the Issuers' knowledge, is threatened or
imminent.

         (r) Intellectual Property Rights. The Company and its subsidiaries own
or possess sufficient trademarks, trade names, patent rights, copyrights,
licenses, approvals, trade secrets and other similar rights (collectively,
"Intellectual Property Rights") reasonably necessary to conduct their businesses
as now conducted; and except as otherwise disclosed in the Prospectus, the
expected expiration of any of such Intellectual Property Rights would not result
in a Material Adverse Change. Neither the Company nor any of its subsidiaries
has received any notice of infringement or conflict with asserted Intellectual
Property Rights of others, which infringement or conflict, if the subject of an
unfavorable decision, would result in a Material Adverse Change.

         (s) All Necessary Permits, etc. The Company and each subsidiary possess
such valid and current certificates, authorizations or permits issued by the
appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct their respective businesses, except where the failure to possess such
certificates, authorizations or permits would not result in a Material Adverse
Change. Neither the Company nor any subsidiary has received any notice of
proceedings relating to the revocation or modification of, or non-compliance
with, any such


                                       7
   12
certificate, authorization or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, could result in a
Material Adverse Change.

         (t) Title to Properties. The Company and each of its subsidiaries has
good and marketable title to all the properties and assets reflected as owned in
the financial statements referred to in Section 1(l) above (or elsewhere in the
Prospectus), in each case free and clear of any security interests, mortgages,
liens, encumbrances, equities, claims and other defects, except (i) such as do
not materially and adversely affect the value of such property and do not
materially interfere with the use made or proposed to be made of such property
by the Company or such subsidiary, (ii) as set forth in the Registration
Statement and the Prospectus or (iii) as could not reasonably be expected to
result in a Material Adverse Change. The real property, improvements, equipment
and personal property held under lease by the Company or any subsidiary are held
under valid and enforceable leases, with such exceptions as are not material and
do not materially interfere with the use made or proposed to be made of such
real property, improvements, equipment or personal property by the Company or
such subsidiary.

         (u) Tax Law Compliance. The Company and its subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns, other
than those returns which failure to file would not result in a Material Adverse
Change and have paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against
any of them other than those amounts being contested in good faith or those
amounts which the failure to pay would not result in a Material Adverse Change.
The Company has made adequate charges, accruals and reserves in the applicable
financial statements referred to in Section 1(j) above in respect of all
federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its subsidiaries has not been
finally determined.

         (v) Company Not an "Investment Company." The Company has been advised
of the rules and requirements under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Company is not, and after receipt of
payment for the Securities will not be, an "investment company" within the
meaning of the Investment Company Act and will conduct its business in a manner
so that it will not become subject to the Investment Company Act.

         (w) Insurance. Each of the Company and its subsidiaries are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes. The Company has no reason to believe that it or any subsidiary will
not be able (i) to renew its existing insurance coverage as and when such
policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and
at a cost that would not result in a Material Adverse Change.

         (x) No Price Stabilization or Manipulation. The Company has not taken
and will not take, directly or indirectly, any action designed to or that might
be reasonably expected to


                                       8
   13
cause or result in stabilization or manipulation of the price of the Securities
to facilitate the sale or resale of the Securities.

         (y) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or any subsidiary or any other
person required to be described in the Prospectus which have not been described
as required.

         (z) Company's Accounting System. The Company maintains a system of
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles as applied in the United States and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

         (aa) Year 2000 Compliance. The Company has (i) initiated a review and
assessment of all areas within its and each of its subsidiaries' business and
operations (including those affected by suppliers, vendors and customers) that
could be adversely affected by the "Year 2000 Problem" (that is, the risk that
computer applications used by the Company or any of its subsidiaries (or
suppliers, vendors and customers) that are material to the Company's or any of
its subsidiaries' business or operations may be unable to recognize and perform
properly date-sensitive functions involving certain dates on and after January
1, 2000), (ii) developed a plan and timeline for addressing the Year 2000
Problem on a timely basis, and (iii) to date, implemented that plan in
accordance with that timetable. Based on the actions taken by the Company to
date, the Company is not aware of any reason its suppliers, vendors and
customers would fail to be Year 2000 Compliant (as defined). Based on the
foregoing, the Company believes that all computer applications that are material
to its or any of its subsidiaries' business and operations are reasonably
expected on a timely basis to be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000 (that is, be "Year 2000
Compliant"), except to the extent that a failure to do so could not reasonably
be expected to have Material Adverse Change.

         (bb) Compliance with Environmental Laws. Except as would not,
individually or in the aggregate, result in a Material Adverse Change (i)
neither the Company nor any of its subsidiaries is in violation of any federal,
state, local or foreign law or regulation relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife,
including without limitation, laws and regulations relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products (collectively, "Materials of Environmental Concern"), or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Materials of Environment Concern
(collectively, "Environmental Laws"), which violation includes, but is not
limited to, noncompliance with any permits or other governmental authorizations
required for the operation of the business of the Company or its subsidiaries
under applicable Environmental Laws, or noncompliance with the terms and
conditions thereof, nor has the Company or any of its subsidiaries received any
written communication, whether from a governmental authority, citizens group,
employee or otherwise,


                                       9
   14
that alleges that the Company or any of its subsidiaries is in violation of any
Environmental Law; (ii) there is no claim, action or cause of action filed with
a court or governmental authority, no investigation with respect to which the
Company has received written notice, and no written notice by any person or
entity alleging potential liability for investigatory costs, cleanup costs,
governmental responses costs, natural resources damages, property damages,
personal injuries, attorneys' fees or penalties arising out of, based on or
resulting from the presence, or release into the environment, of any Material of
Environmental Concern at any location owned, leased or operated by the Company
or any of its subsidiaries, now or in the past (collectively, "Environmental
Claims"), pending or, to the Issuers' knowledge, threatened against the Company
or any of its subsidiaries or any person or entity whose liability for any
Environmental Claim the Company or any of its subsidiaries has retained or
assumed either contractually or by operation of law; and (iii) to the Issuers'
knowledge, there are no past or present actions, activities, circumstances,
conditions, events or incidents, including, without limitation, the release,
emission, discharge, presence or disposal of any Material of Environmental
Concern, that reasonably could result in a violation of any Environmental Law or
form the basis of a potential Environmental Claim against the Company or any of
its subsidiaries or against any person or entity whose liability for any
Environmental Claim the Company or any of its subsidiaries has retained or
assumed either contractually or by operation of law.

         (cc) Periodic Review of Costs of Environmental Compliance. In the
ordinary course of its business, the Company conducts a periodic review of the
effect of Environmental Laws on the business, operations and properties of the
Company and its subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties). On the basis of such review and the amount of its established
reserves, the Company has reasonably concluded that such associated costs and
liabilities would not, individually or in the aggregate, result in a Material
Adverse Change.

         (dd) ERISA Compliance. The Company and its subsidiaries and any
"employee benefit plan" (as defined under the Employee Retirement Income
Security Act of 1974, as amended, and the regulations and published
interpretations thereunder (collectively, "ERISA")) established or maintained by
the Company, its subsidiaries or their "ERISA Affiliates" (as defined below) are
in compliance in all material respects with ERISA. "ERISA Affiliate" means, with
respect to the Company or a subsidiary, any member of any group of organizations
described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of
1986, as amended, and the regulations and published interpretations thereunder
(the "Code") of which the Company or such subsidiary is a member. No "reportable
event" (as defined under ERISA) has occurred or is reasonably expected to occur
with respect to any "employee benefit plan" established or maintained by the
Company, its subsidiaries or any of their ERISA Affiliates. No "employee benefit
plan" established or maintained by the Company, its subsidiaries or any of their
ERISA Affiliates, if such "employee benefit plan" were terminated, would have
any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither
the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or
reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any "employee benefit plan" or
(ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan"


                                       10
   15
established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates that is intended to be qualified under Section 401(a) of the Code is
so qualified and nothing has occurred, whether by action or failure to act,
which would cause the loss of such qualification.

         (ee) Industry Data. To the Issuers' knowledge, the industry-related
data included in the Registration Statement and the Prospectus is true and
accurate in all material respects.

         (ff) Florida Laws. The Issuers have complied with all provisions of
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

         (gg) Forward Looking Statements. The forward looking statements
included in the Registration Statement and the Prospectus reflect the good faith
belief of the Issuers and are based on assumptions the Issuers believe to be
reasonable.

                  Any certificate signed by an officer of any Issuer and
delivered to the Underwriter or to counsel for the Underwriter shall be deemed
to be a representation and warranty by such Issuer to each Underwriter as to the
matters set forth therein.

SECTION 2.        PURCHASE, SALE AND DELIVERY OF THE SECURITIES.

         (a) The Securities. The Issuers jointly and severally agree, to issue
and sell the Securities to the Underwriter upon the terms set forth herein. On
the basis of the representations, warranties and agreements contained herein,
and upon the terms but subject to the conditions set forth herein, the
Underwriter agrees to purchase the Securities from the Issuers. The Underwriter
will purchase the aggregate principal amount of Notes at an aggregate purchase
price equal to 97% of the principal amount thereof.

         (b) The Closing Date. Delivery of the Securities to be purchased by the
Underwriter and payment therefor shall be made at the offices of Latham &
Watkins, 885 Third Avenue, New York, New York at 9:00 a.m. New York time, on
July 27, 1998 or such other time and date as the Underwriter shall designate by
notice to the Company (the time and date of such closing are called the "Closing
Date").

         (c) Public Offering of the Securities. The Underwriter hereby advises
the Issuers that the Underwriter intends to offer for sale to the public, as
described in the Prospectus, the Securities as soon after this Agreement has
been executed and the Registration Statement has been declared effective as the
Underwriter, in its sole judgment, has determined is advisable and practicable.

         (d) Payment for the Securities. Payment for the Securities shall be
made at the Closing Date by wire transfer of immediately available funds to the
order of the Company.

                  It is understood that the Underwriter has been authorized, for
its own account and the accounts of the Underwriter, to accept delivery of and
receipt for, and make payment of the purchase price for, the Securities. The
Underwriter, individually and not as an Underwriter, may (but shall not be
obligated to) make payment for any Securities to be purchased by the Underwriter
whose funds shall not have been received by the Underwriter, in its capacity as


                                       11
   16
Underwriter, by the Closing Date, as the case may be, for the account of the
Underwriter, but any such payment shall not relieve the Underwriter from any of
its obligations under this Agreement.

         (e) Delivery of the Securities. The Issuers shall deliver, or cause to
be delivered, to the Underwriter for the accounts of the Underwriter
certificates representing the Securities at the Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. The certificates for the Securities shall
be in definitive fully registered form and registered in the name of Cede & Co.,
as nominee of the Depository Trust Company ("DTC"), or such other name or names
and in such denominations as the Underwriter shall have requested at least two
full business days prior to the Closing Date and shall be made available for
inspection on the business day preceding the Closing Date at a location in New
York City as the Underwriter may designate. Time shall be of the essence, and
delivery at the time and place specified in this Agreement is a further
condition to the obligations of the Underwriter.

         (f) Delivery of Prospectus to the Underwriter. Not later than 12:00
p.m. on the second business day following the date the Securities are released
by the Underwriter for sale to the public, the Issuers shall deliver or cause to
be delivered copies of the Prospectus in such quantities and at such places as
the Underwriter shall reasonably request.

SECTION 3.        ADDITIONAL COVENANTS OF THE COMPANY AND THE SUBSIDIARY
                  GUARANTORS.

The Company and the Subsidiary Guarantors jointly and severally further covenant
and agree with the Underwriter as follows:

         (a) Review of Proposed Amendments and Supplements. During such period
beginning on the date hereof and ending on the later of the Closing Date or such
date, as in the opinion of counsel for the Underwriter, the Prospectus is no
longer required by law to be delivered in connection with sales by an
Underwriter or dealer (the "Prospectus Delivery Period"), prior to amending or
supplementing the Registration Statement or the Prospectus, the Company shall
furnish to the Underwriter for review a copy of each such proposed amendment or
supplement, and the Company shall not file any such proposed amendment or
supplement to which the Underwriter reasonably object within a reasonable period
of time thereafter.

         (b) Securities Act Compliance. After the date of this Agreement, the
Company shall promptly advise the Underwriter in writing (i) of the receipt of
any comments of, or requests for additional or supplemental information from,
the Commission, (ii) of the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to any
Preliminary Prospectus or the Prospectus, (iii) of the time and date that any
post-effective amendment to the Registration Statement becomes effective and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus, or of any proceedings to remove, suspend or
terminate from listing or quotation the Common Stock from any securities
exchange upon which it is listed for trading or included or designated for
quotation, or of the threatening or initiation of any proceedings for any of
such purposes. If the Commission shall enter any such stop order at any time,
the Issuers will use their best efforts to obtain the lifting of such order at
the earliest possible moment. Additionally, the Issuers agree that it shall
comply with the


                                       12
   17
provisions of Rule 424(b) under the Securities Act and will use its reasonable
efforts to confirm that any filings made by the Company under Rule 424(b) were
received in a timely manner by the Commission.

         (c) Amendments and Supplements to the Prospectus and Other Securities
Act Matters. If, during the Prospectus Delivery Period, any event shall occur or
condition exist as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if in the opinion of the Underwriter or counsel for the Underwriter it is
otherwise necessary to amend or supplement the Prospectus to comply with law,
the Issuers agree to promptly prepare (subject to Section 3(a) hereof), file
with the Commission and furnish at its own expense to the Underwriter and to
dealers, amendments or supplements to the Prospectus so that the statements in
the Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus, as amended or supplemented, will comply with law.

         (d) Copies of any Amendments and Supplements to the Prospectus. The
Issuers agree to furnish to the Underwriter, without charge, during the
Prospectus Delivery Period, as many copies of the Prospectus and any amendments
and supplements thereto (including any documents incorporated or deemed
incorporated by reference therein) as the Underwriter may reasonably request.

         (e) Blue Sky Compliance. The Issuers shall cooperate with the
Underwriter and counsel for the Underwriter to qualify or register the
Securities for sale under (or obtain exemptions from the application of) the
state securities or blue sky laws or Canadian provincial Securities laws of
those jurisdictions designated by the Underwriter, shall comply with such laws
and shall continue such qualifications, registrations and exemptions in effect
so long as required for the distribution of the Securities. None of the Issuers
shall be required to qualify as a foreign corporation or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not presently qualified or where it would be subject to taxation as a foreign
corporation. The Issuers will advise the Underwriter promptly of the suspension
of the qualification or registration of (or any such exemption relating to) the
Securities for offering, sale or trading in any jurisdiction or any initiation
or threat of any proceeding for any such purpose of which the Issuers shall
become aware, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Issuers shall use their best
efforts to obtain the withdrawal thereof at the earliest possible moment.

         (f) Use of Proceeds. The Company shall apply the net proceeds from the
sale of the Securities sold by the Issuers in the manner described under the
caption "Use of Proceeds" in the Prospectus.

         (g) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Underwriter an earnings
statement (which need not be audited) covering the twelve-month period ending
June 30, 1999 that satisfies the provisions of Section 11(a) of the Securities
Act.


                                       13
   18
         (h) Periodic Reporting Obligations. During the Prospectus Delivery
Period the Company shall file, on a timely basis, with the Commission and The
New York Stock Exchange all reports and documents required to be filed under the
Exchange Act.

         (i) Usury Laws. The Issuers shall not voluntarily claim, and will
actively resist any attempts to claim, the benefits of any usury laws against
the holders of the Securities.

                  The Underwriter may, in its sole discretion, waive in writing
the performance by the Issuers of any one or more of the foregoing covenants or
modify the time for their performance; provided, however, that no such
modification shall extend for period during which the Company must so perform
without the prior consent of the Company.

SECTION 4.        PAYMENT OF EXPENSES.

                  The Company and the Subsidiary Guarantors jointly and
severally agree to pay all costs, fees and expenses incurred in connection with
the performance of their obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (i) all expenses
incident to the issuance and delivery of the Securities (including all printing
and engraving costs), (ii) all fees and expenses of the Trustee, (iii) all
necessary issue, transfer and other stamp taxes in connection with the issuance
and sale of the Securities to the Underwriter, (iv) all fees and expenses of the
Issuers' counsel, independent public or certified public accountants and other
advisors, (v) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration
Statement (including financial statements, exhibits, schedules, consents and
certificates of experts), each Preliminary Prospectus and the Prospectus, and
all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys' fees and expenses incurred by the Issuers or the Underwriter in
connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Securities for offer
and sale under the state securities or blue sky laws, and preparing and printing
a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the
Underwriter of such qualifications, registrations and exemptions, (vii) the
filing fees incident to, and the reasonable fees and expenses of counsel for the
Underwriter in connection with, the NASD's review and approval of the
Underwriter's participation in the offering and distribution of the Securities,
and (viii) all other fees, costs and expenses referred to in Item 14 of Part II
of the Registration Statement. Except as provided in this Section 4, Section 6,
Section 8 and Section 9 hereof, the Underwriter shall pay its own expenses,
including the fees and disbursements of its counsel.

SECTION 5.        CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITER.

                  The obligations of the Underwriter to purchase and pay for the
Securities as provided herein on the Closing Date, if any, shall be subject to
the accuracy of the representations and warranties on the part of the Issuers
set forth in Section 1 hereof as of the date hereof and as of the Closing Date
as though then made as though then made, to the timely performance by each of
the Issuers of its covenants and other obligations hereunder, and to each of the
following additional conditions:

         (a) Accountants' Comfort Letter. On the date hereof, the Underwriter
shall have received from each of Grant Thornton LLP, independent certified
public accountants for the


                                       14
   19
Company, and Ernst & Young LLP, independent public auditors for HPG, a letter
dated the date hereof addressed to the Underwriter, in form and substance
satisfactory to the Underwriter and their counsel, containing statements and
information of the type ordinarily included in accountant's "comfort letters" to
underwriters, delivered according to Statement of Auditing Standards No. 72 (or
any successor bulletin), with respect to the audited and unaudited financial
statements and certain financial information of the Company and its
subsidiaries, and HPG contained in the Registration Statement and the
Prospectus.

         (b) Compliance with Registration Requirements; No Stop Order; No
Objection from NASD. For the period from and after effectiveness of this
Agreement and prior to the Closing Date, if any:

         (i) the Company, if required, shall have filed the Prospectus with the
Commission in the manner and within the time period required by Rule 424(b)(5)
under the Securities Act;

         (ii) no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment to the Registration Statement, shall
be in effect and no proceedings for such purpose shall have been instituted or,
to the Company's knowledge, threatened by the Commission; and

         (iii) the NASD shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.

         (c) No Ratings Agency Change. For the period from and after the date of
this Agreement and prior to the Closing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate the
direction of the possible change, in the rating accorded any securities of the
Company or any of its subsidiaries by any "nationally recognized statistical
rating organization" as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act.

         (d) Opinion of Counsel for the Company. On the Closing Date, the
Underwriter shall have received the favorable opinion of Greenberg Traurig
Hoffman Lipoff Rosen & Quentel, counsel for the Issuers, dated as of such
Closing Date, in substantially the form attached as Exhibit A.

         (e) Officers' Certificate. On the Closing Date the Underwriter shall
have received a written certificate executed by the Chairman of the Board, Chief
Executive Officer and President of the Company and the Chief Financial Officer
of the Company, dated as of such Closing Date, to the effect set forth in
subsections (b)(ii) and (c) of this Section 5, and further to the effect that:

         (i) for the period from and after the date of this Agreement and prior
to such Closing Date, there has not occurred any Material Adverse Change;

         (ii) the representations, warranties and covenants of the Issuers set
forth in Section 1 of this Agreement are true and correct with the same force
and effect as though expressly made on and as of such Closing Date; and


                                       15
   20
         (iii) each of the Issuers has complied in all material respects with
all the agreements and satisfied all the conditions on its part to be performed
or satisfied at or prior to such Closing Date.

         (f) Bring-down Comfort Letter. On the Closing Date, the Underwriter
shall have received from each of Grant Thornton LLP, independent public or
certified public accountants for the Company, and Ernst & Young LLP, independent
public or certified public accountants for HPG, a letter dated such date, in
form and substance satisfactory to the Underwriter, to the effect that they
reaffirm the statements made in the letter furnished by them pursuant to
subsection (a) of this Section 5, except that the specified date referred to
therein for the carrying out of procedures shall be no more than three business
days prior to the Closing Date.

         (g) Common Stock Closing. The offering of the Common Stock shall close
simultaneously with the offering of the Securities on Closing Date.

         (h) Indenture. The Issuers and the Trustee shall have executed the
Indenture, and the Underwriter shall have received an executed copy thereof.

         (i) Qualified Independent Underwriter Pricing Opinion. The Underwriter
shall have received the pricing opinion from Raymond James & Associates, Inc.
("Raymond James"), as qualified independent underwriter.

         (j) Amendment to Senior Credit Facilities. The Company, the Subsidiary
Guarantors party thereto and the lenders party thereto shall have executed an
amendment to the Senior Credit Facilities (as defined in the Prospectus)
increasing the permitted outstanding senior subordinated indebtedness to
$150,000,000, and the Underwriter shall have received an executed copy thereof.

         (k) Additional Documents. On or before the Closing Date, the
Underwriter and counsel for the Underwriter shall have received such
information, documents and opinions as they may reasonably require for the
purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or
agreements, herein contained.

         (l) Opinion of Counsel for the Underwriter. On the Closing Date, the
Underwriter shall have received the favorable opinion of Latham & Watkins,
counsel for the Underwriter, dated as of such Closing Date.

                  If any condition specified in this Section 5 is not satisfied
when and as required to be satisfied, this Agreement may be terminated by the
Underwriter by notice to the Company at any time on or prior to the Closing
Date, which termination shall be without liability on the part of any party to
any other party, except that Section 4, Section 6, Section 8 and Section 9
hereof shall at all times be effective and shall survive such termination.


                                       16
   21
SECTION 6.        REIMBURSEMENT OF UNDERWRITER'S EXPENSES.

                  If this Agreement is terminated by the Underwriter pursuant to
Section 5, Section 7 or Section 10 hereof, or if the sale to the Underwriter of
the Securities on the Closing Date is not consummated because of any refusal,
inability or failure on the part of any Issuer to perform any agreement herein
or to comply with any provision hereof, the Issuers agree to reimburse the
Underwriter, severally, upon demand for all documented out-of-pocket expenses
that shall have been reasonably incurred by the Underwriter in connection with
the proposed purchase and the offering and sale of the Securities, including but
not limited to reasonable fees and disbursements of counsel, printing expenses,
travel expenses, postage, facsimile and telephone charges.

SECTION 7.        EFFECTIVENESS OF THIS AGREEMENT.

                  This Agreement shall not become effective until the later of
(i) the execution of this Agreement by the parties hereto and (ii) notification
by the Commission to the Company of the effectiveness of the Registration
Statement under the Securities Act.

                  Prior to such effectiveness, this Agreement may be terminated
by any party by notice to each of the other parties hereto, and any such
termination shall be without liability on the part of (a) the Issuers to any
Underwriter, except that the Issuers shall be obligated to reimburse the
expenses of the Underwriter pursuant to Sections 4 and 6 hereof, (b) of the
Underwriter to any of the Issuers, or (c) of any party hereto to any other party
except that the provisions of Section 8 and Section 9 shall at all times be
effective and shall survive such termination.

SECTION 8.        INDEMNIFICATION.

         (a) Indemnification of the Underwriter. Each of the Issuers agree,
severally and not jointly, to indemnify and hold harmless each Underwriter, its
officers and employees, and each person, if any, who controls the Underwriter
within the meaning of the Securities Act or the Exchange Act against any loss,
claim, damage, liability or expense, as incurred, to which the Underwriter, any
such officer or employee, or such controlling person may become subject, under
the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (i) upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereto or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading; or (ii) upon any untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; or (iii) in whole or in part upon any material
inaccuracy in the representations and warranties of the Issuers contained
herein; or (iv) in whole or in part upon any material failure of the Issuers to
perform their obligations hereunder or under law; or (v) any act or failure to
act or any alleged act or failure to act by the Underwriter in connection with,
or relating in any manner


                                       17
   22
to, the Securities or the offering contemplated hereby, and which is included as
part of or referred to in any loss, claim, damage, liability or action arising
out of or based upon any matter covered by clause (i) or (ii) above, provided
that the Issuers shall not be liable under this clause (v) to the extent that a
court of competent jurisdiction shall have determined by a final judgment that
such loss, claim, damage, liability or action resulted directly from any such
acts or failures to act undertaken or omitted to be taken by the Underwriter
through its bad faith or willful misconduct; and to reimburse the Underwriter
and each such controlling person for any and all expenses (including the
reasonable fees and disbursements of counsel chosen by the Underwriter) as such
expenses are reasonably incurred by the Underwriter or such controlling person
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however,
that the foregoing indemnity agreement shall not apply to any loss, claim,
damage, liability or expense to the extent, but only to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Issuers by or on behalf of the Underwriter
expressly for use in the Registration Statement, any Preliminary Prospectus or
the Prospectus (or any amendment or supplement thereto); and provided, further,
that with respect to any Preliminary Prospectus, the foregoing indemnity shall
not inure to the benefit of the Underwriter from whom the person asserting any
loss, claim, damage, liability or expense purchased Securities, or any person
controlling the Underwriter, if copies of the Prospectus were timely delivered
to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of the Underwriter to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Securities to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage, liability or expense. The indemnity set forth
in this Section 8(a) shall be in addition to any liabilities that the Issuers
may otherwise have.

         (b) Indemnification of the Company, its Directors and Officers. The
Underwriter agrees to indemnify and hold harmless each Issuer, each of its
directors, each of the Company's officers who signed the Registration Statement
and each person, if any, who controls any Issuer within the meaning of the
Securities Act or the Exchange Act, against any loss, claim, damage, liability
or expense, as incurred, to which such Issuer, or any such director, officer or
controlling person may become subject, under the Securities Act, the Exchange
Act, or other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Underwriter), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with written information furnished to the Issuers by the
Underwriter expressly for use therein; and to reimburse such Issuer, or any such
director, officer or controlling person for any legal and other expense
reasonably incurred by


                                       18
   23
such Issuer, or any such director, officer or controlling person in connection
with investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action. The Issuers hereby acknowledge that
the only information that the Underwriter has furnished to the Issuers expressly
for use in the Registration Statement, any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto) are the statements set forth
(A) as the first sentence of the last paragraph of text on the cover page of the
Prospectus concerning the terms of the offering by the Underwriter, (B) the
paragraph on the inside front cover page of the Prospectus concerning
stabilization by the Underwriter and (C) the third paragraph and the last
sentence of the fifth paragraph under the caption "Underwriting" in the
Prospectus; and the Underwriter confirm that such statements are correct. The
indemnity set forth in this Section 8(b) shall be in addition to any liabilities
that each Underwriter may otherwise have.

         (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party to the extent it is not prejudiced as a
proximate result of such failure. In case any such action is brought against any
indemnified party and such indemnified party seeks or intends to seek indemnity
from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with local counsel), approved by the indemnifying
party (the Underwriter in the case of Section 8(b) and Section 9), representing
the indemnified parties who are parties to such action) or (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying party.


                                       19
   24
         (d) Settlements. The indemnifying party under this Section 8 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section
8(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

         (e) Indemnification of a Qualified Independent Underwriter. Without
limitation and in addition to its obligations under the other subsections of
this Section 8, the Issuers agree to indemnify and hold harmless Raymond James
and each person, if any, who controls Raymond James within the meaning of the
Securities Act or the Exchange Act from and against any loss, claim, damage,
liabilities or expense, as incurred, arising solely out of or solely based upon
Raymond James' acting as a "qualified independent underwriter" (within the
meaning of Rule 2720 to the NASD's Conduct Rules) in connection with the
offering contemplated by this Agreement, and agrees to reimburse each such
indemnified person for any legal or other expense reasonably incurred by them in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the Issuers shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense results from the gross negligence or
willful misconduct of Raymond James.


SECTION 9.        CONTRIBUTION.

                  If the indemnification provided for in Section 8 hereof is for
any reason held to be unavailable to or otherwise insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers, on the one hand, and the Underwriter, on the
other hand, from the offering of the Securities pursuant to this Agreement or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Issuers, on the one hand, and the Underwriter, on the other hand, in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative


                                       20
   25
benefits received by the Issuers, on the one hand, and the Underwriter, on the
other hand, in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the Securities pursuant to this Agreement
(before deducting expenses) received by the Company, and the total underwriting
discount received by the Underwriter, in each case as set forth on the front
cover page of the Prospectus bear to the aggregate initial public offering price
of the Securities as set forth on such cover. The relative fault of the Issuers,
on the one hand, and the Underwriter, on the other hand, shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact or any such inaccurate or alleged inaccurate representation or warranty
relates to information supplied by the Issuers, on the one hand, or the
Underwriter, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

                  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 8(c) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim. The provisions
set forth in Section 8(c) hereof with respect to notice of commencement of any
action shall apply if a claim for contribution is to be made under this Section
9; provided, however, that no additional notice shall be required with respect
to any action for which notice has been given under Section 8(c) hereof for
purposes of indemnification.

                  The Issuers and the Underwriter agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Underwriter were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 9.

                  Notwithstanding the provisions of this Section 9, the
Underwriter shall be required to contribute any amount in excess of the
underwriting commissions received by the Underwriter in connection with the
Securities underwritten by it and distributed to the public. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 9,
each officer and employee of the Underwriter and each person, if any, who
controls the Underwriter within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Underwriter, and
each director of the Issuers, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Issuers with
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as the Issuers.

SECTION 10.       TERMINATION OF THIS AGREEMENT.

                  Prior to the Closing Date this Agreement maybe terminated by
the Underwriter by notice given to the Company if at any time (i) trading or
quotation in any of the Company's securities shall have been suspended or
limited by the Commission or by The New York Stock Exchange, or trading in
securities generally on either the Nasdaq Stock Market or The New York Stock
Exchange shall have been suspended or limited, or minimum or maximum prices
shall have been generally established on any of such stock exchanges by the
Commission or the


                                       21
   26
NASD; (ii) a general banking moratorium shall have been declared by any of
federal or state authorities; (iii) there shall have occurred any outbreak or
escalation of national or international hostilities or any crisis or calamity,
or any change in the United States or international financial markets, or any
substantial change or development involving a prospective substantial change in
United States' or international political, financial or economic conditions, as
in the judgment of the Underwriter is material and adverse and makes it
impracticable to market the Securities in the manner and on the terms described
in the Prospectus or to enforce contracts for the sale of securities; (iv) in
the judgment of the Underwriter there shall have occurred any Material Adverse
Change; or (v) the Issuers shall have sustained a loss by strike, fire, flood,
earthquake, accident or other calamity of such character as in the judgment of
the Underwriter may interfere materially with the conduct of the business and
operations of the Issuers regardless of whether or not such loss shall have been
insured. Any termination pursuant to this Section 10 shall be without liability
on the part of (a) the Issuers to any Underwriter, except that the Issuers shall
be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4
and 6 hereof, (b) any Underwriter to the Issuers, or (c) of any party hereto to
any other party except that the provisions of Section 8 and Section 9 hereof
shall at all times be effective and shall survive such termination.

SECTION 11.       REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.

                  The respective indemnities, agreements, representations,
warranties and other statements of the Issuers, their officers and of the
Underwriter set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Underwriter or the Issuers or any of its or their partners, officers or
directors or any controlling person, as the case may be, and will survive
delivery of and payment for the Securities sold hereunder. The provisions of
Sections 3(c), 3(g), 6, 8, 9 and 11 shall survive the termination or
cancellation of this Agreement.

SECTION 12.       NOTICES.

                  All communications hereunder shall be in writing and shall be
mailed, hand delivered, overnight couriered or telecopied and confirmed to the
parties hereto as follows:

If to the Underwriter:

     NationsBanc Montgomery Securities LLC
     1111 East Main Street
     Richmond, Virginia
     Facsimile:  (804) 788-2908
     Attention:  James G. Rose

     with a copy to:

     Latham & Watkins
     885 Third Avenue
     New York, New York  10022
     Facsimile:  (212) 751-4864


                                       22
   27
     Attention:  Kirk A. Davenport, Esq.

If to the Issuers:

     Windmere-Durable Holdings, Inc.
     5980 Miami Lakes Drive
     Miami, Florida  33014
     Facsimile:  (305) 364-0635
     Attention:  Harry D. Schulman

     with a copy to:

     Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
     1221 Brickell Avenue
     Miami, Florida  33131
     Facsimile:  (305) 579-0717
     Attention:  Paul Berkowitz, Esq.
                 Andrew J. Cosentino, Esq.

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

SECTION 13.       SUCCESSORS.

                  This Agreement will inure to the benefit of and be binding
upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9 hereof,
and in each case their respective successors, and no other person will have any
right or obligation hereunder. The term "successors" shall not include any
purchaser of the Securities as such from any of the Underwriter merely by reason
of such purchase.

SECTION 14.       PARTIAL UNENFORCEABILITY.

                  The invalidity or unenforceability of any Section, paragraph
or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only
such minor changes) as are necessary to make it valid and enforceable.

SECTION 15.       GOVERNING LAW PROVISIONS.

                  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PRINCIPLES OF ANY JURISDICTION.


                                       23
   28
SECTION 16.       GENERAL PROVISIONS.

                  This Agreement constitutes the entire agreement of the parties
to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may be executed in two or more
counterparts, each one of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
may not be amended or modified unless in writing by all of the parties hereto,
and no condition herein (express or implied) may be waived unless waived in
writing by each party whom the condition is meant to benefit. The Table of
Contents and the Section headings herein are for the convenience of the parties
only and shall not affect the construction or interpretation of this Agreement.

                  Each of the parties hereto acknowledges that it is a
sophisticated business person who was adequately represented by counsel during
negotiations regarding the provisions hereof, including, without limitation, the
indemnification provisions of Section 8 hereof and the contribution provisions
of Section 9 hereof, and is fully informed regarding said provisions. Each of
the parties hereto further acknowledges that the provisions of Sections 8 and 9
hereto fairly allocate the risks in light of the ability of the parties to
investigate the Issuers, their affairs and their business in order to assure
that adequate disclosure has been made in the Registration Statement, any
preliminary prospectus and the Prospectus (and any amendments and supplements
thereto), as required by the Securities Act and the Exchange Act.

                            [Signature page follows]


                                       24
   29
                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to the Issuers the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.


                                       25
   30
                                       Very truly yours,

                              

                                       WINDMERE-DURABLE HOLDINGS, INC.

                                            /s/ Harry D. Schulman 
                                       BY:____________________________________
                                          Name: Harry D. Schulman
                                          Title: Chief Financial Officer



                                  
                                       26
   31
                                      WINDMERE HOLDINGS CORPORATION II,
                                      as Guarantor

                                            /s/ Cindy Solovei 
                                       BY:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE INNOVATIVE PET
                                       PRODEUCTS, INC., as Guarantor 

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       EDI MASTERS, INC., as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Assistant Vice President



                                       WINDMERE CORPORATION, as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       BAY BOOKS AND TAPES, INC., as Guarantor

                                           /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       27
   32
                                      HOUSEHOLD PRODUCTS, INC., as Guarantor

                                            /s/ Cindy Solovei 
                                       BY:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP DELAWARE, INC., as Guarantor 

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP AMERICAS, INC., as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HPG LLC, as Guarantor


                                       BY: Household Products, Inc., 
                                           manager, member

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: 
                                          Title: 


                                       HP INTELLECTUAL CORP., as Guarantor

                                            /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       WINDMERE HOLDINGS CORPORATION, 
                                       as Guarantor

                                            /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer 


                                       28
   33
                                      JERDON PRODUCTS, INC., as Guarantor

                                            /s/ Cindy Solovei 
                                       BY:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       FORTUNE PRODUCTS, INC., as Guarantor 

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       CONSUMER PRODUCTS AMERICAS, INC., 
                                       as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE FAN PRODUCTS, INC., 
                                       as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer


                                       WD DELAWARE, INC., as Guarantor

                                            /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WD DELAWARE II, INC., as Guarantor

                                            /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary


                                       29
   34
                  The foregoing Agreement is hereby confirmed and accepted by
the Underwriter as of the date first above written.

NATIONSBANC MONTGOMERY SECURITIES LLC


           /s/ James G. Rose
By:  _______________________________
         Name: James G. Rose, Jr.
         Title: Managing Director


                                       30
   35
                                    EXHIBIT A

    Opinion of counsel for the Company to be delivered pursuant to Section 5(d)
of the Underwriting Agreement.

                  References to the Prospectus in this Exhibit A include any
supplements thereto at the Closing Date.


                                      A-1

EX-1.2

   1
                                                                     Exhibit 1.2

                                                                  EXECUTION COPY











                                3,041,000 SHARES





                         WINDMERE-DURABLE HOLDINGS, INC.





                                  COMMON STOCK





                             UNDERWRITING AGREEMENT

                               DATED JULY 22, 1998
   2
                                TABLE OF CONTENTS



                                                                                                      PAGE
                                                                                                      ----
                                                                                                  
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................2

         (a) Compliance with Registration Requirements...................................................2
         (b) Exchange Act Compliance.....................................................................3
         (c) Offering Materials Furnished to Underwriters................................................3
         (d) Distribution of Offering Material By the Company............................................3
         (e) The Underwriting Agreement..................................................................3
         (f) Authorization of the Common Shares..........................................................3
         (g) No Applicable Registration or Other Similar Rights..........................................3
         (h) No Material Adverse Change..................................................................4
         (i) Independent Accountants.....................................................................4
         (j) Preparation of the Financial Statements.....................................................4
         (k) Incorporation and Good Standing of the Company and its Subsidiaries.........................5
         (l) Capitalization and Other Capital Stock Matters..............................................5
         (m) Stock Exchange Listing......................................................................5
         (n) Non-Contravention of Existing Instruments; No Further Authorizations or
                  Approvals Required.....................................................................6
         (o) No Material Actions or Proceedings..........................................................6
         (p) Intellectual Property Rights................................................................7
         (q) All Necessary Permits, etc..................................................................7
         (r) Title to Properties.........................................................................7
         (s) Tax Law Compliance..........................................................................7
         (t) Company Not an "Investment Company."........................................................7
         (u) Insurance...................................................................................8
         (v) No Price Stabilization or Manipulation......................................................8
         (w) Related Party Transactions..................................................................8
         (x) Company's Accounting System.................................................................8
         (y) Year 2000 Compliance........................................................................8
         (z) Compliance with Environmental Laws..........................................................9
         (aa) Periodic Review of Costs of Environmental Compliance.......................................9
         (bb) ERISA Compliance...........................................................................9
         (cc) Industry Data.............................................................................10
         (dd) Forward Looking Statements................................................................10

SECTION 2. PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.............................................10

         (a) The Firm Common Shares.....................................................................10
         (b) The First Closing Date.....................................................................10
         (c) The Optional Common Shares; the Second Closing Date........................................10
         (d) Public Offering of the Common Shares.......................................................11
         (e) Payment for the Common Shares..............................................................11

   3


                                                                                                    
         (f) Delivery of the Common Shares..............................................................11
         (g) Delivery of Prospectus to the Underwriters.................................................12

SECTION 3. ADDITIONAL COVENANTS OF THE COMPANY..........................................................12

         (a) Review of Proposed Amendments and Supplements..............................................12
         (b) Securities Act Compliance..................................................................12
         (c) Amendments and Supplements to the Prospectus and Other Securities Act
                  Matters...............................................................................12
         (d) Copies of any Amendments and Supplements to the Prospectus.................................13
         (e) Blue Sky Compliance........................................................................13
         (f) Use of Proceeds............................................................................13
         (g) Earnings Statement.........................................................................13
         (h) Periodic Reporting Obligations.............................................................13
         (i) Agreement Not To Offer or Sell Additional Securities.......................................13

SECTION 4. PAYMENT OF EXPENSES..........................................................................14


SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS............................................15

         (a) Accountants' Comfort Letter................................................................15
         (b) Compliance with Registration Requirements; No Stop Order; No Objection
                  from NASD.............................................................................15
         (c) No Ratings Agency Change...................................................................15
         (d) Opinion of Counsel for the Company.........................................................15
         (e) Officers' Certificate......................................................................16
         (f) Bring-down Comfort Letter..................................................................16
         (g) Debt Closing...............................................................................16
         (h) Additional Documents.......................................................................16
         (i) Qualified Independent Underwriter Pricing Opinion..........................................16
         (j) Amendment to Senior Credit Facilities......................................................16
         (k) Lock-Up Agreement from the Directors and Executive Officers of the Company.................16
         (l) Opinion of Counsel for the Underwriters....................................................17

SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES......................................................17


SECTION 7. EFFECTIVENESS OF THIS AGREEMENT..............................................................17


SECTION 8. INDEMNIFICATION..............................................................................17

         (a) Indemnification of the Underwriters........................................................17
         (b) Indemnification of the Company, its Directors and Officers.................................18
         (c) Notifications and Other Indemnification Procedures.........................................19

   4


                                                                                                    
         (d) Settlements................................................................................20

SECTION 9. CONTRIBUTION.................................................................................20


SECTION 10. DEFAULT OF ONE OR MORE OF THE UNDERWRITERS..................................................21


SECTION 11. TERMINATION OF THIS AGREEMENT...............................................................22


SECTION 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.........................................22


SECTION 13. NOTICES.....................................................................................23


SECTION 14. SUCCESSORS..................................................................................24


SECTION 15. PARTIAL UNENFORCEABILITY....................................................................24


SECTION 16. GOVERNING LAW PROVISIONS....................................................................24


SECTION 17. GENERAL PROVISIONS..........................................................................24

   5
                             UNDERWRITING AGREEMENT





July 22, 1998


NATIONSBANC MONTGOMERY SECURITIES LLC
RAYMOND JAMES & ASSOCIATES, INC.
c/o NationsBanc Montgomery Securities LLC
600 Montgomery Street
San Francisco, California  94111


Ladies and Gentlemen:

     Introductory. Windmere-Durable Holdings, Inc., a Florida corporation (the
"Company"), proposes to issue and sell to the underwriters named in Schedule A
(the "Underwriters") an aggregate of 3,041,000 shares (the "Firm Common Shares")
of its Common Stock, par value $.10 per share (the "Common Stock"). In addition,
the Company has granted to the Underwriters an option to purchase up to an
additional 456,150 shares (the "Optional Common Shares") of Common Stock, as
provided in Section 2. The Firm Common Shares and, if and to the extent such
option is exercised, the Optional Common Shares are collectively called the
"Common Shares."

                  The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 333-56069), which registration statement contains a form of prospectus
relating to the offering from time to time of up to $250,000,000 in aggregate
principal amount of debt securities and/or shares of Common Stock of the Company
in accordance with Rule 415 under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the "Securities
Act"). Such registration statement, as amended, has been declared effective by
the Commission. In addition, the Company has prepared and filed with the
Commission a Preliminary Prospectus (as defined) pursuant to Rule 424(b)(3)
under the Securities Act in accordance with Rule 424(b)(3) under the Securities
Act.

                  The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "Effective Date" shall mean each date that
the Registration Statement any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date and the time
that this Agreement is executed and delivered by the parties hereto.
"Preliminary Prospectus" shall mean any preliminary prospectus, including any
preliminary prospectus supplement, used in connection with the offer of any
Common Shares prior to the date hereof and any preliminary prospectus included
in the Registration Statement at the Effective Date. The form of prospectus,
including any prospectus supplement, relating to the Common Shares as first
filed pursuant to Rule 424(b)(5) after the Execution Time or, if no filing
pursuant to Rule 424(b)(5) is required, such form of prospectus included in the
Registration Statement at the Effective Date, is hereinafter called the
"Prospectus." "Registration Statement" shall mean the registration statement
referred to above (File No. 333-56069), including all
   6
documents and financial statements incorporated or deemed to be incorporated by
reference therein, as amended at the Execution Time and, in the event any
post-effective amendment thereto becomes effective or any supplement thereto is
filed prior to the Closing Date (as defined), shall also mean such registration
statement as so amended or supplemented. Any reference herein to the
Registration Statement, a Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents and financial statements
incorporated or deemed to be incorporated therein pursuant to Item 12 of Form
S-3 which were filed under the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (collectively, the "Exchange
Act"), on or before the Effective Date of the Registration Statement or the
issue date of such Preliminary Prospectus or Prospectus, as the case may be, and
shall include any copy thereof filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"); and any
reference herein to the terms, "amend," "amendment" or "supplement" with respect
to the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement, or the
issue date of any Preliminary Prospectus or the Prospectus, as the case may be
deemed to be incorporated therein by reference.

                  The Company hereby confirms its agreements with the
Underwriters as follows:

SECTION 1.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  The Company hereby represents, warrants and covenants to each
Underwriter as follows:

         (a) Compliance with Registration Requirements. The Registration
Statement, as of the Effective Date of the Registration Statement and as of the
First Closing Date and the Second Closing Date, if any, and the Prospectus, as
of the date first filed in accordance with Rule 424(b)(5) under the Securities
Act after the Execution Time and on the First Closing Date and the Second
Closing Date, if any, complied and will comply, as the case may be, in all
material respects with the requirements of the Securities Act and, if filed by
electronic transmission pursuant to EDGAR (except as permitted by Regulation S-T
under the Securities Act), was identical in content to the copy thereof
delivered to the Underwriters for use in connection with the offer and sale of
the Common Shares. The Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the effectiveness
of the Registration Statement is in effect and no proceedings for such purpose
have been instituted or are pending before or threatened by the Commission; and
any required filing of the Prospectus pursuant to Rule 424(b) under the
Securities Act has been made in accordance with Rule 424(b) under the Securities
Act. The Registration Statement, as of the Effective Date of the Registration
Statement (and, if any amendment to the Registration Statement or an annual
report on Form 10-K has been filed by the Company with the Commission subsequent
to the Effective Date, then at the time of the most recent such filing) and as
of the First Closing Date and the Second Closing Date, if any, did not and will
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The Prospectus, as amended or supplemented, as of its issue date
and as of the First Closing Date and the Second Closing Date, if any, did not
and will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the representations and warranties in this subsection shall

                                       2
   7
not apply to statements in or omissions from the Registration Statement or the
Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with information relating to any Underwriter furnished to the
Company in writing by NationsBanc Montgomery Securities LLC ("NMSI") or any
other Underwriter expressly for use in the Registration Statement or the
Prospectus. There are no contracts or other documents required to be described
in the Prospectus or to be filed as exhibits to the Registration Statement which
have not been described, filed or incorporated by reference therein, as
required.

         (b) Exchange Act Compliance. The documents incorporated or deemed to be
incorporated by reference in the Prospectus, at the time they were or hereafter
are filed with the Commission, complied and will comply in all material respects
with the requirements of the Exchange Act, and, when read together with the
other information in the Prospectus, at the time the Registration Statement and
any amendments thereto become effective and at the First Closing Date and the
Second Closing Date (as defined in Section 2(c) hereof), as the case may be,
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

         (c) Offering Materials Furnished to Underwriters. The Company has
delivered to NMSI conformed copies of the Registration Statement and Preliminary
Prospectuses and the Prospectus, as amended or supplemented, in such quantities
and at such places as the Underwriters have reasonably requested.

         (d) Distribution of Offering Material By the Company. The Company has
not distributed and will not distribute, prior to the later of the Second
Closing Date (as defined below) and the completion of the Underwriters'
distribution of the Common Shares, any offering material in connection with the
offering and sale of the Common Shares other than the Preliminary Prospectuses,
the Prospectus or the Registration Statement (including any documents deemed to
be incorporated by reference therein).

         (e) The Underwriting Agreement. This Agreement has been duly
authorized, executed and delivered by, and is a valid and binding agreement of,
the Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

         (f) Authorization of the Common Shares. The Common Shares to be
purchased by the Underwriters from the Company have been duly authorized for
issuance and sale and, when issued and delivered by the Company pursuant to this
Agreement, will be validly issued, fully paid and nonassessable.

         (g) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement; except for such rights as have been
duly waived.

                                       3
   8
         (h) No Material Adverse Change. Except as otherwise disclosed in or
contemplated by the Prospectus, subsequent to the respective dates as of which
information is given in the Prospectus: (i) there has been no material adverse
change, or any development that could reasonably be expected to result in a
material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations, whether or not arising from transactions in
the ordinary course of business, of the Company and its subsidiaries, considered
as one entity (any such change is called a "Material Adverse Change"); (ii) the
Company and its subsidiaries, considered as one entity, have not incurred any
material liability or obligation, indirect, direct or contingent, not in the
ordinary course of business nor entered into any material transaction or
agreement not in the ordinary course of business; and (iii) there has been no
dividend or distribution of any kind declared, paid or made by the Company or,
except for dividends paid to the Company or other subsidiaries, any of its
subsidiaries on any class of capital stock or repurchase or redemption by the
Company or any of its subsidiaries of any class of capital stock.

         (i) Independent Accountants. Grant Thornton LLP and Ernst & Young LLP,
who have expressed their opinion with respect to the financial statements (which
term as used in this Agreement includes the related notes thereto) and
supporting schedules filed with the Commission as a part of the Registration
Statement and included in the Prospectus, are independent public or certified
public accountants as required by the Securities Act and the Exchange Act.

         (j) Preparation of the Financial Statements. The financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus, or in any supplement thereto or amendment thereof, present fairly,
in all material respects (i) the consolidated financial position of the Company
and its subsidiaries and (ii) the financial position of the Household Products
Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black &
Decker Corporation as of and at the dates indicated and the results of their
respective operations and cash flows for the periods specified. The supporting
schedules included in the Registration Statement present fairly the information
required to be stated therein. Such financial statements and supporting
schedules have been prepared in conformity with generally accepted accounting
principles as applied in the United States applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the
related notes thereto. No other financial statements or supporting schedules are
required to be included in the Registration Statement. The financial data set
forth in the Prospectus under the captions "Prospectus Summary--Summary
Historical Financial Information," "Selected Historical Financial Information"
and "Capitalization" fairly present the information set forth therein on a basis
consistent with that of the audited financial statements contained in the
Registration Statement. The pro forma financial statements of the Company and
its subsidiaries and the related notes thereto included under the caption
"Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and
"Unaudited Pro Forma Combined Financial Information" and elsewhere in the
Prospectus and in the Registration Statement present fairly the information
contained therein, have been prepared in accordance with the Commission's rules
and guidelines with respect to pro forma financial statements and have been
properly presented on the bases described therein, and the assumptions used in
the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to
therein. The Company's ratios of earnings to fixed charges set forth in the
Prospectus under the caption "Prospectus Summary -- Summary Historical Financial
Information," "Selected Historical Financial Information" and "Ratio of Earnings
to Fixed Charges" have been calculated in compliance with Item 503(d) of
Regulation S-K under the Securities Act.

                                       4
   9
         (k) Incorporation and Good Standing of the Company and its
Subsidiaries. Each of the Company and its subsidiaries has been duly
incorporated or organized, as applicable, and is validly existing as a
corporation or limited liability company, as applicable, in good standing under
the laws of the jurisdiction of its incorporation and has corporate or limited
liability company, as applicable, power and authority to own, lease and operate
its properties and to conduct its business as described in the Prospectus and,
in the case of the Company, to enter into and perform its obligations under this
Agreement. Each foreign subsidiary is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the
failure to so qualify or to be in good standing would not, individually or in
the aggregate, result in a Material Adverse Change. All of the issued and
outstanding capital stock of each subsidiary has been duly authorized and
validly issued, is fully paid and nonassessable and is owned by the Company,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance or claim, except for such security
interests, mortgages, pledges, liens, encumbrances or claims that are disclosed
in the Prospectus. The Company does not own or control, directly or indirectly,
any corporation, association or other entity other than the subsidiaries listed
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and the subsidiaries listed on Schedule 1 attached hereto.

         (l) Capitalization and Other Capital Stock Matters. The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Prospectus under the caption "Capitalization" (other than for subsequent
issuances, if any, pursuant to employee benefit plans described in the
Prospectus or upon exercise of outstanding options or warrants described in the
Prospectus). The Common Stock (including the Common Shares) conforms in all
material respects to the description thereof contained in the Prospectus. All of
the issued and outstanding shares of Common Stock have been duly authorized and
validly issued, are fully paid and nonassessable and have been issued in
compliance with federal and state securities laws (with respect to Canadian law,
(i) assuming that (A) the Common Shares offered in Canada are offered only in
Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the Common Shares in
Alberta, Manitoba and Quebec are Permitted Purchasers (as defined in the
Memorandum dated July 20, 1998, as amended, from Stikeman, Elliot, Canadian
counsel to NMSI, to the Company (the "Canadian Memo")) and (ii) in reliance on
the Canadian Memo). None of the outstanding shares of Common Stock were issued
in violation of any preemptive rights, rights of first refusal or other similar
rights to subscribe for or purchase securities of the Company. There are no
authorized or outstanding options, warrants, preemptive rights, rights of first
refusal or other rights to purchase, or equity or debt securities convertible
into or exchangeable or exercisable for, any capital stock of the Company or any
of its subsidiaries other than those accurately described in the Prospectus. The
description of the Company's stock option, stock bonus and other stock plans or
arrangements, and the options or other rights granted thereunder, contained in
the Prospectus accurately and fairly presents the information required to be
shown with respect to such plans, arrangements, options and rights.

         (m) Stock Exchange Listing. The Common Stock (including the Common
Shares) is registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934 (the "Exchange Act") and is listed on The New York Stock Exchange (the
"NYSE"), and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Stock under the Exchange
Act or delisting the Common Stock from the NYSE, nor has the

                                       5
   10
Company received any notification that the Commission or the NYSE is
contemplating terminating such registration or listing.

         (n) Non-Contravention of Existing Instruments; No Further
Authorizations or Approvals Required. Neither the Company nor any of its
subsidiaries is in violation of its charter or by-laws or is in default (or,
with the giving of notice or lapse of time, would be in default) ("Default")
under any indenture, mortgage, loan or credit agreement, note, contract,
franchise, lease or other instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound (including,
without limitation, the Company's 10% Senior Subordinated Notes due 2008 (the
"Notes") or the related indenture and the Senior Credit Facilities (as defined
in the Prospectus)), or to which any of the property or assets of the Company or
any of its subsidiaries is subject (each, an "Existing Instrument"), except for
such Defaults as would not, individually or in the aggregate, result in a
Material Adverse Change or such Defaults that are described in the Prospectus.
The Company's execution, delivery and performance of this Agreement and
consummation of the transactions contemplated hereby and by the Prospectus (i)
have been duly authorized by all necessary corporate action and will not result
in any violation of the provisions of the charter or by-laws of the Company or
any subsidiary, (ii) will not conflict with or constitute a breach of, or
Default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument as in effect on the First Closing Date and the Second
Closing Date, if any, except for such conflicts, breaches, Defaults, liens,
charges or encumbrances as would not, individually or in the aggregate, result
in a Material Adverse Change or such Defaults that are described in the
Prospectus and (iii) will not result in any violation of any law, administrative
regulation or administrative or court decree applicable to the Company or any
subsidiary (with respect to Canadian law, (i) assuming that (A) the Common
Shares offered in Canada are offered only in Alberta, Manitoba, Ontario and
Quebec and (B) purchasers of the Common Shares in Alberta, Manitoba and Quebec
are Permitted Purchasers and (ii) in reliance on the Canadian Memo). No consent,
approval, authorization or other order of, or registration or filing with, any
court or other governmental or regulatory authority or agency, is required for
the Company's execution, delivery and performance of this Agreement and
consummation of the transactions contemplated hereby and by the Prospectus,
except such as have been obtained or made by the Company and are in full force
and effect under the Securities Act, applicable state securities or blue sky
laws and from the National Association of Securities Dealers, Inc. (the "NASD")
(with respect to Canadian law, (i) assuming that (A) the Common Shares offered
in Canada are offered only in Alberta, Manitoba, Ontario and Quebec and (B)
purchasers of the Common Shares in Alberta, Manitoba and Quebec are Permitted
Purchasers and (ii) in reliance on the Canadian Memo).

         (o) No Material Actions or Proceedings. Except as otherwise disclosed
in the Prospectus, there are no legal or governmental actions, suits or
proceedings pending or, to the Company's knowledge, threatened (i) against or
affecting the Company or any of its subsidiaries, (ii) which have as the subject
thereof any officer or director of, or property owned or leased by, the Company
or any of its subsidiaries or (iii) relating to discrimination matters, where in
any such case (A) there is a reasonable possibility that such action, suit or
proceeding might be determined adversely to the Company or such subsidiary and
(B) any such action, suit or proceeding, if so determined adversely, would
reasonably be expected to result in a Material Adverse Change or adversely
affect the consummation of the transactions contemplated by this

                                       6
   11
Agreement. No material labor dispute with the employees of the Company or any of
its subsidiaries exists or, to the best of the Company's knowledge, is
threatened or imminent.

         (p) Intellectual Property Rights. The Company and its subsidiaries own
or possess sufficient trademarks, trade names, patent rights, copyrights,
licenses, approvals, trade secrets and other similar rights (collectively,
"Intellectual Property Rights") reasonably necessary to conduct their businesses
as now conducted; and except as otherwise disclosed in the Prospectus, the
expected expiration of any of such Intellectual Property Rights would not result
in a Material Adverse Change. Neither the Company nor any of its subsidiaries
has received any notice of infringement or conflict with asserted Intellectual
Property Rights of others, which infringement or conflict, if the subject of an
unfavorable decision, would result in a Material Adverse Change.

         (q) All Necessary Permits, etc. The Company and each subsidiary possess
such valid and current certificates, authorizations or permits issued by the
appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct their respective businesses, except where the failure to possess such
certificates, authorizations or permits would not result in a Material Adverse
Change. Neither the Company nor any subsidiary has received any notice of
proceedings relating to the revocation or modification of, or non-compliance
with, any such certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, could
result in a Material Adverse Change.

         (r) Title to Properties. The Company and each of its subsidiaries has
good and marketable title to all the properties and assets reflected as owned in
the financial statements referred to in Section 1(j) above (or elsewhere in the
Prospectus), in each case free and clear of any security interests, mortgages,
liens, encumbrances, equities, claims and other defects, except (i) such as do
not materially and adversely affect the value of such property and do not
materially interfere with the use made or proposed to be made of such property
by the Company or such subsidiary, (ii) as set forth in the Registration
Statement and the Prospectus or (iii) as could not reasonably be expected to
result in a Material Adverse Change. The real property, improvements, equipment
and personal property held under lease by the Company or any subsidiary are held
under valid and enforceable leases, with such exceptions as are not material and
do not materially interfere with the use made or proposed to be made of such
real property, improvements, equipment or personal property by the Company or
such subsidiary.

         (s) Tax Law Compliance. The Company and its subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns, other
than those returns which failure to file would not result in a Material Adverse
Change and have paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against
any of them other than those amounts being contested in good faith or those
amounts which the failure to pay would not result in a Material Adverse Change .
The Company has made adequate charges, accruals and reserves in the applicable
financial statements referred to in Section 1(j) above in respect of all
federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its subsidiaries has not been
finally determined.

         (t) Company Not an "Investment Company." The Company has been advised
of the rules and requirements under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Company is not, and after receipt of
payment for the Common Shares will not be, an "investment company" within the
meaning of the Investment

                                       7
   12
Company Act and will conduct its business in a manner so that it will not become
subject to the Investment Company Act.

         (u) Insurance. Each of the Company and its subsidiaries are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes. The Company has no reason to believe that it or any subsidiary will
not be able (i) to renew its existing insurance coverage as and when such
policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and
at a cost that would not result in a Material Adverse Change.

         (v) No Price Stabilization or Manipulation. The Company has not taken
and will not take, directly or indirectly, any action designed to or that might
be reasonably expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Common
Shares.

         (w) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or any subsidiary or any other
person required to be described in the Prospectus which have not been described
as required.

         (x) Company's Accounting System. The Company maintains a system of
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles as applied in the United States and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

         (y) Year 2000 Compliance. The Company has (i) initiated a review and
assessment of all areas within its and each of its subsidiaries' business and
operations (including those affected by suppliers, vendors and customers) that
could be adversely affected by the "Year 2000 Problem" (that is, the risk that
computer applications used by the Company or any of its subsidiaries (or
suppliers, vendors and customers) that are material to the Company's or any of
its subsidiaries' business or operations may be unable to recognize and perform
properly date-sensitive functions involving certain dates on and after January
1, 2000), (ii) developed a plan and timeline for addressing the Year 2000
Problem on a timely basis, and (iii) to date, implemented that plan in
accordance with that timetable. Based on the actions taken by the Company to
date, the Company is not aware of any reason its suppliers, vendors and
customers would fail to be Year 2000 Compliant (as defined). Based on the
foregoing, the Company believes that all computer applications that are material
to its or any of its subsidiaries' business and operations are reasonably
expected on a timely basis to be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000 (that is, be "Year 2000
Compliant"), except to the extent that a failure to do so could not reasonably
be expected to have Material Adverse Change.

                                       8
   13
         (z) Compliance with Environmental Laws. Except as would not,
individually or in the aggregate, result in a Material Adverse Change (i)
neither the Company nor any of its subsidiaries is in violation of any federal,
state, local or foreign law or regulation relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife,
including without limitation, laws and regulations relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products (collectively, "Materials of Environmental Concern"), or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Materials of Environment Concern
(collectively, "Environmental Laws"), which violation includes, but is not
limited to, noncompliance with any permits or other governmental authorizations
required for the operation of the business of the Company or its subsidiaries
under applicable Environmental Laws, or noncompliance with the terms and
conditions thereof, nor has the Company or any of its subsidiaries received any
written communication, whether from a governmental authority, citizens group,
employee or otherwise, that alleges that the Company or any of its subsidiaries
is in violation of any Environmental Law; (ii) there is no claim, action or
cause of action filed with a court or governmental authority, no investigation
with respect to which the Company has received written notice, and no written
notice by any person or entity alleging potential liability for investigatory
costs, cleanup costs, governmental responses costs, natural resources damages,
property damages, personal injuries, attorneys' fees or penalties arising out
of, based on or resulting from the presence, or release into the environment, of
any Material of Environmental Concern at any location owned, leased or operated
by the Company or any of its subsidiaries, now or in the past (collectively,
"Environmental Claims"), pending or, to the Company's knowledge, threatened
against the Company or any of its subsidiaries or any person or entity whose
liability for any Environmental Claim the Company or any of its subsidiaries has
retained or assumed either contractually or by operation of law; and (iii) to
the Company's knowledge, there are no past or present actions, activities,
circumstances, conditions, events or incidents, including, without limitation,
the release, emission, discharge, presence or disposal of any Material of
Environmental Concern, that reasonably could result in a violation of any
Environmental Law or form the basis of a potential Environmental Claim against
the Company or any of its subsidiaries or against any person or entity whose
liability for any Environmental Claim the Company or any of its subsidiaries has
retained or assumed either contractually or by operation of law.

         (aa) Periodic Review of Costs of Environmental Compliance. In the
ordinary course of its business, the Company conducts a periodic review of the
effect of Environmental Laws on the business, operations and properties of the
Company and its subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties). On the basis of such review and the amount of its established
reserves, the Company has reasonably concluded that such associated costs and
liabilities would not, individually or in the aggregate, result in a Material
Adverse Change.

         (bb) ERISA Compliance. The Company and its subsidiaries and any
"employee benefit plan" (as defined under the Employee Retirement Income
Security Act of 1974, as amended, and the regulations and published
interpretations thereunder (collectively, "ERISA")) established or maintained by
the Company, its subsidiaries or their "ERISA Affiliates" (as

                                       9
   14
defined below) are in compliance in all material respects with ERISA. "ERISA
Affiliate" means, with respect to the Company or a subsidiary, any member of any
group of organizations described in Sections 414(b),(c),(m) or (o) of the
Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the "Code") of which the Company or such subsidiary
is a member. No "reportable event" (as defined under ERISA) has occurred or is
reasonably expected to occur with respect to any "employee benefit plan"
established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates. No "employee benefit plan" established or maintained by the Company,
its subsidiaries or any of their ERISA Affiliates, if such "employee benefit
plan" were terminated, would have any "amount of unfunded benefit liabilities"
(as defined under ERISA). Neither the Company, its subsidiaries nor any of their
ERISA Affiliates has incurred or reasonably expects to incur any liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any
"employee benefit plan" or (ii) Sections 412, 4971, 4975 or 4980B of the Code.
Each "employee benefit plan" established or maintained by the Company, its
subsidiaries or any of their ERISA Affiliates that is intended to be qualified
under Section 401(a) of the Code is so qualified and nothing has occurred,
whether by action or failure to act, which would cause the loss of such
qualification.

         (cc) Industry Data. To the Company's knowledge, the industry-related
data included in the Registration Statement and the Prospectus is true and
accurate in all material respects.

                  Any certificate signed by an officer of the Company and
delivered to the Underwriters or to counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to each Underwriter as to the
matters set forth therein.

         (dd) Forward Looking Statements. The forward looking statements
included in the Registration Statement and the Prospectus reflect the good faith
belief of the Company and are based on assumptions the Company believes to be
reasonable.

SECTION 2.        PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.

         (a) The Firm Common Shares. The Company agrees to issue and sell to the
Underwriters the Firm Common Shares upon the terms set forth herein. On the
basis of the representations, warranties and agreements contained herein, and
upon the terms but subject to the conditions set forth herein, the Underwriters
agree, severally and not jointly, to purchase from the Company the respective
number of Firm Common Shares set forth opposite their names on Schedule A. The
purchase price per Firm Common Share to be paid by the Underwriters to the
Company shall be $32.30 per share.

         (b) The First Closing Date. Delivery of certificates for the Firm
Common Shares to be purchased by the Underwriters and payment therefor shall be
made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York at
9:00 a.m. New York time, on July 27, 1998 or such other time and date NMSI shall
designate by notice to the Company (the time and date of such closing are called
the "First Closing Date"). The Company hereby acknowledges that circumstances
under which NMSI may provide notice to postpone the First Closing Date as
originally scheduled include, but are in no way limited to, a delay as
contemplated by the provisions of Section 10 hereof.

         (c) The Optional Common Shares; the Second Closing Date. In addition,
on the basis of the representations, warranties and agreements contained herein,
and upon the terms but

                                       10
   15
subject to the conditions set forth herein, the Company hereby grants an option
to the Underwriters to purchase, severally and not jointly, up to an aggregate
of 456,150 Optional Common Shares from the Company at the purchase price per
share to be paid by the Underwriters for the Firm Common Shares. The option
granted hereunder is for use by the Underwriters solely in covering any
over-allotments in connection with the sale and distribution of the Firm Common
Shares. The option granted hereunder may be exercised at any time (but not more
than once) within 30 days from the date of this Agreement upon notice by NMSI to
the Company. Such notice shall set forth (i) the aggregate number of Optional
Common Shares as to which the Underwriters are exercising the option, (ii) the
names and denominations in which the certificates for the Optional Common Shares
are to be registered and (iii) the time, date and place at which such
certificates will be delivered (which time and date may be simultaneous with,
but not earlier than, the First Closing Date; and in such case the term "First
Closing Date" shall refer to the time and date of delivery of certificates for
the Firm Common Shares and the Optional Common Shares). Such time and date of
delivery, if subsequent to the First Closing Date, is called the "Second Closing
Date" and shall be determined by NMSI and shall not be earlier than three nor
later than five full business days after delivery of such notice of exercise. If
any Optional Common Shares are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Optional Common Shares
(subject to such adjustments to eliminate fractional shares as NMSI may
determine) that bears the same proportion to the total number of Optional Common
Shares to be purchased as the number of Firm Common Shares set forth on Schedule
A opposite the name of such Underwriter bears to the total number of Firm Common
Shares. NMSI may cancel the option at any time prior to its expiration by giving
written notice of such cancellation to the Company.

         (d) Public Offering of the Common Shares. NMSI hereby advises the
Company that the Underwriters intend to offer for sale to the public, as
described in the Prospectus, their respective portions of the Common Shares as
soon after this Agreement has been executed and the Registration Statement has
been declared effective as NMSI, in its sole judgment, has determined is
advisable and practicable.

         (e) Payment for the Common Shares. Payment for the Common Shares shall
be made at the First Closing Date (and, if applicable, at the Second Closing
Date) by wire transfer of immediately available funds to the order of the
Company.

                  It is understood that NMSI has been authorized, for its own
account and the accounts of the Underwriters, to accept delivery of and receipt
for, and make payment of the purchase price for, the Firm Common Shares and any
Optional Common Shares the Underwriters have agreed to purchase. NMSI,
individually and not as an Underwriter, may (but shall not be obligated to) make
payment for any Common Shares to be purchased by any Underwriter whose funds
shall not have been received by NMSI, in its capacity as Underwriter, by the
First Closing Date or the Second Closing Date, as the case may be, for the
account of such Underwriter, but any such payment shall not relieve such
Underwriter from any of its obligations under this Agreement.

         (f) Delivery of the Common Shares. The Company shall deliver, or cause
to be delivered, to NMSI for the accounts of the Underwriters certificates for
the Firm Common Shares at the First Closing Date, against the irrevocable
release of a wire transfer of immediately available funds for the amount of the
purchase price therefor. The Company shall also deliver, or cause to be
delivered, to NMSI for the accounts of the Underwriters, certificates for the

                                       11
   16
Optional Common Shares the Underwriters have agreed to purchase at the First
Closing Date or the Second Closing Date, as the case may be, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. The certificates for the Common Shares
shall be in definitive form and registered in such names and denominations as
NMSI shall have requested at least two full business days prior to the First
Closing Date (or the Second Closing Date, as the case may be) and shall be made
available for inspection on the business day preceding the First Closing Date
(or the Second Closing Date, as the case may be) at a location in New York City
as NMSI may designate. Time shall be of the essence, and delivery at the time
and place specified in this Agreement is a further condition to the obligations
of the Underwriters.

         (g) Delivery of Prospectus to the Underwriters. Not later than 12:00
p.m. on the second business day following the date the Common Shares are
released by the Underwriters for sale to the public, the Company shall delivery
or cause to be delivered copies of the Prospectus in such quantities and at such
places as NMSI shall reasonably request.

SECTION 3.        ADDITIONAL COVENANTS OF THE COMPANY.

The Company further covenants and agrees with each Underwriter as follows:

         (a) Review of Proposed Amendments and Supplements. During such period
beginning on the date hereof and ending on the later of the First Closing Date
or such date, as in the opinion of counsel for the Underwriters, the Prospectus
is no longer required by law to be delivered in connection with sales by an
Underwriter or dealer (the "Prospectus Delivery Period"), prior to amending or
supplementing the Registration Statement or the Prospectus, the Company shall
furnish to the Underwriters for review a copy of each such proposed amendment or
supplement, and the Company shall not file any such proposed amendment or
supplement to which the Underwriters reasonably object within a reasonable
period of time thereafter.

         (b) Securities Act Compliance. After the date of this Agreement, the
Company shall promptly advise the Underwriters in writing (i) of the receipt of
any comments of, or requests for additional or supplemental information from,
the Commission, (ii) of the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to any
Preliminary Prospectus or the Prospectus, (iii) of the time and date that any
post-effective amendment to the Registration Statement becomes effective and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus, or of any proceedings to remove, suspend or
terminate from listing or quotation the Common Stock from any securities
exchange upon which it is listed for trading or included or designated for
quotation, or of the threatening or initiation of any proceedings for any of
such purposes. If the Commission shall enter any such stop order at any time,
the Company will use its best efforts to obtain the lifting of such order at the
earliest possible moment. Additionally, the Company agrees that it shall comply
with the provisions of Rule 424(b) under the Securities Act and will use its
reasonable efforts to confirm that any filings made by the Company under Rule
424(b) were received in a timely manner by the Commission.

         (c) Amendments and Supplements to the Prospectus and Other Securities
Act Matters. If, during the Prospectus Delivery Period, any event shall occur or
condition exist as a

                                       12
   17
result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if in the opinion of
NMSI or counsel for the Underwriters it is otherwise necessary to amend or
supplement the Prospectus to comply with law, the Company agrees to promptly
prepare (subject to Section 3(a) hereof), file with the Commission and furnish
at its own expense to the Underwriters and to dealers, amendments or supplements
to the Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus, as amended or
supplemented, will comply with law.

         (d) Copies of any Amendments and Supplements to the Prospectus. The
Company agrees to furnish to the Underwriters, without charge, during the
Prospectus Delivery Period, as many copies of the Prospectus and any amendments
and supplements thereto (including any documents incorporated or deemed
incorporated by reference therein) as the Underwriters may reasonably request.

         (e) Blue Sky Compliance. The Company shall cooperate with the
Underwriters and counsel for the Underwriters to qualify or register the Common
Shares for sale under (or obtain exemptions from the application of) the state
securities or blue sky laws or Canadian provincial Securities laws of those
jurisdictions designated by NMSI, shall comply with such laws and shall continue
such qualifications, registrations and exemptions in effect so long as required
for the distribution of the Common Shares. The Company shall not be required to
qualify as a foreign corporation or to take any action that would subject it to
general service of process in any such jurisdiction where it is not presently
qualified or where it would be subject to taxation as a foreign corporation. The
Company will advise the Underwriters promptly of the suspension of the
qualification or registration of (or any such exemption relating to) the Common
Shares for offering, sale or trading in any jurisdiction or any initiation or
threat of any proceeding for any such purpose of which the Company shall become
aware, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company shall use its best efforts
to obtain the withdrawal thereof at the earliest possible moment.

         (f) Use of Proceeds. The Company shall apply the net proceeds from the
sale of the Common Shares sold by it in the manner described under the caption
"Use of Proceeds" in the Prospectus.

         (g) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Underwriters an earnings
statement (which need not be audited) covering the twelve-month period ending
June 30, 1999 that satisfies the provisions of Section 11(a) of the Securities
Act.

         (h) Periodic Reporting Obligations. During the Prospectus Delivery
Period the Company shall file, on a timely basis, with the Commission and The
New York Stock Exchange all reports and documents required to be filed under the
Exchange Act.

         (i) Agreement Not To Offer or Sell Additional Securities. During the
period of 120 days following the date of the Prospectus, the Company will not,
without the prior written consent of NMSI (which consent may be withheld at the
sole discretion of NMSI), directly or indirectly, sell, offer, contract or grant
any option to sell, pledge, transfer or establish an open "put equivalent
position" within the meaning of Rule 16a-1(h) under the Exchange Act, or

                                       13
   18
otherwise dispose of or transfer, or announce the offering of, or file any
registration statement under the Securities Act (other than on Form S-8 or Form
S-3 relating to resales of securities pursuant to registration rights in
existence on the date hereof as described in the general instructions to Form
S-3), in respect of, any shares of Common Stock, options or warrants to acquire
shares of the Common Stock or securities exchangeable or exercisable for or
convertible into shares of Common Stock (other than as contemplated by this
Agreement with respect to the Common Shares); provided, however, that the
Company may issue shares of its Common Stock or options to purchase its Common
Stock, or Common Stock upon exercise of options, pursuant to any stock option,
stock bonus or other stock plan or arrangement described in the Prospectus, but
only, with respect to executive officers and directors of the Company, if the
holders of such shares, options, or shares issued upon exercise of such options,
agree in writing not to sell, offer, dispose of or otherwise transfer any such
shares or options during such 120 day period without the prior written consent
of NMSI (which consent may be withheld at the sole discretion of NMSI).

                  NMSI, on behalf of the Underwriters, may, in its sole
discretion, waive in writing the performance by the Company of any one or more
of the foregoing covenants or modify the time for their performance; provided,
however, that no such modification shall extend the period during which the
Company must so perform without the prior consent of the Company.

SECTION 4.        PAYMENT OF EXPENSES.

                  The Company agrees to pay all costs, fees and expenses
incurred in connection with the performance of its obligations hereunder and in
connection with the transactions contemplated hereby, including without
limitation (i) all expenses incident to the issuance and delivery of the Common
Shares (including all printing and engraving costs), (ii) all fees and expenses
of the registrar and transfer agent of the Common Stock, (iii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale
of the Common Shares to the Underwriters, (iv) all fees and expenses of the
Company's counsel, independent public or certified public accountants and other
advisors, (v) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration
Statement (including financial statements, exhibits, schedules, consents and
certificates of experts), each Preliminary Prospectus and the Prospectus, and
all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys' fees and expenses incurred by the Company or the Underwriters
in connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Common Shares for offer
and sale under the state securities or blue sky laws, and preparing and printing
a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the
Underwriters of such qualifications, registrations and exemptions, (vii) the
filing fees incident to, and the reasonable fees and expenses of counsel for the
Underwriters in connection with, the NASD's review and approval of the
Underwriters' participation in the offering and distribution of the Common
Shares, and (viii) all other fees, costs and expenses referred to in Item 14 of
Part II of the Registration Statement. Except as provided in this Section 4,
Section 6, Section 8 and Section 9 hereof, the Underwriters shall pay their own
expenses, including the fees and disbursements of their counsel.

                                       14
   19
SECTION 5.        CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.

                  The obligations of the Underwriters to purchase and pay for
the Common Shares as provided herein on the First Closing Date and, with respect
to the Optional Common Shares, the Second Closing Date, if any, shall be subject
to the accuracy of the representations and warranties on the part of the Company
set forth in Section 1 hereof as of the date hereof and as of the First Closing
Date as though then made and, with respect to the Optional Common Shares, as of
the Second Closing Date as though then made, to the timely performance by the
Company of its covenants and other obligations hereunder, and to each of the
following additional conditions:

         (a) Accountants' Comfort Letter. On the date hereof, the Underwriters
shall have received from each of Grant Thornton LLP, independent certified
public accountants for the Company, and Ernst & Young LLP, independent public
auditors for HPG, a letter dated the date hereof addressed to the Underwriters,
in form and substance satisfactory to the Underwriters and their counsel,
containing statements and information of the type ordinarily included in
accountant's "comfort letters" to underwriters, delivered according to Statement
of Auditing Standards No. 72 (or any successor bulletin), with respect to the
audited and unaudited financial statements and certain financial information of
the Company and its subsidiaries, and HPG contained in the Registration
Statement and the Prospectus.

         (b) Compliance with Registration Requirements; No Stop Order; No
Objection from NASD. For the period from and after effectiveness of this
Agreement and prior to the First Closing Date and, with respect to the Optional
Common Shares, the Second Closing Date, if any:

         (i) the Company, if required, shall have filed the Prospectus with the
Commission in the manner and within the time period required by Rule 424(b)(5)
under the Securities Act;

         (ii) no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment to the Registration Statement, shall
be in effect and no proceedings for such purpose shall have been instituted or,
to the Company's knowledge, threatened by the Commission; and

         (iii) the NASD shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.

         (c) No Ratings Agency Change. For the period from and after the date of
this Agreement and prior to the First Closing Date and, with respect to the
Optional Common Shares, the Second Closing Date, if any, there shall not have
occurred any downgrading, nor shall any notice have been given of any intended
or potential downgrading or of any review for a possible change that does not
indicate the direction of the possible change, in the rating accorded any
securities of the Company or any of its subsidiaries by any "nationally
recognized statistical rating organization" as such term is defined for purposes
of Rule 436(g)(2) under the Securities Act.

         (d) Opinion of Counsel for the Company. On each of the First Closing
Date and the Second Closing Date, if any, the Underwriters shall have received
the favorable opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
counsel for the Company, dated as of such Closing Date, in substantially the
form attached as Exhibit A.

                                       15
   20
         (e) Officers' Certificate. On each of the First Closing Date and the
Second Closing Date, if any, the Underwriters shall have received a written
certificate executed by the Chairman of the Board, Chief Executive Officer and
President of the Company and the Chief Financial Officer of the Company, dated
as of such Closing Date, to the effect set forth in subsections (b)(ii) and (c)
of this Section 5, and further to the effect that:

         (i) for the period from and after the date of this Agreement and prior
to such Closing Date, there has not occurred any Material Adverse Change;

         (ii) the representations, warranties and covenants of the Company set
forth in Section 1 of this Agreement are true and correct with the same force
and effect as though expressly made on and as of such Closing Date; and

         (iii) the Company has complied in all material respects with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such Closing Date.

         (f) Bring-down Comfort Letter. On each of the First Closing Date and
the Second Closing Date, if any, the Underwriters shall have received from each
of Grant Thornton LLP, independent public or certified public accountants for
the Company, and Ernst & Young LLP, independent public or certified public
accountants for HPG, a letter dated such date, in form and substance
satisfactory to the Underwriters, to the effect that they reaffirm the
statements made in the letter furnished by them pursuant to subsection (a) of
this Section 5, except that the specified date referred to therein for the
carrying out of procedures shall be no more than three business days prior to
the First Closing Date or Second Closing Date, as the case may be.

         (g) Debt Closing. The offering of the Notes shall close simultaneously
with the offering of the Common Shares on First Closing Date.

         (h) Additional Documents. On or before each of the First Closing Date
and the Second Closing Date, if any, the Underwriters and counsel for the
Underwriters shall have received such information, documents and opinions as
they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Common Shares as contemplated herein, or in order to
evidence the accuracy of any of the representations and warranties, or the
satisfaction of any of the conditions or agreements, herein contained.

         (i) Qualified Independent Underwriter Pricing Opinion. The Underwriters
shall have received the pricing opinion from Raymond James & Associates, Inc.,
as qualified independent underwriter.

         (j) Amendment to Senior Credit Facilities. The Company, the Subsidiary
Guarantors party thereto and the lenders party thereto shall have executed an
amendment to the Senior Credit Facilities (as defined in the Prospectus)
increasing the permitted outstanding senior subordinated indebtedness to
$150,000,000, and each of the Underwriters shall have received an executed copy
thereof.

         (k) Lock-Up Agreement from the Directors and Executive Officers of the
Company. On the First Closing Date, the Company shall have furnished to the
Underwriters agreements in the form of Exhibit B hereto from the directors and
executive officers of the Company listed in

                                       16
   21
Schedule 2 attached hereto, and such agreements shall be in full force and
effect on each of the First Closing Date and the Second Closing Date, if any.

         (l) Opinion of Counsel for the Underwriters. On each of the First
Closing Date and the Second Closing Date, if any, the Underwriters shall have
received the favorable opinion of Latham & Watkins, counsel for the
Underwriters, dated as of such Closing Date.

                  If any condition specified in this Section 5 is not satisfied
when and as required to be satisfied, this Agreement may be terminated by the
Underwriters by notice to the Company at any time on or prior to the First
Closing Date and, with respect to the Optional Common Shares, at any time prior
to the Second Closing Date, if any, which termination shall be without liability
on the part of any party to any other party, except that Section 4, Section 6,
Section 8 and Section 9 hereof shall at all times be effective and shall survive
such termination.

SECTION 6.        REIMBURSEMENT OF UNDERWRITERS' EXPENSES.

                  If this Agreement is terminated by the Underwriters pursuant
to Section 5, Section 7, Section 10 or Section 11 hereof, or if the sale to the
Underwriters of the Common Shares on the First Closing Date is not consummated
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or to comply with any provision hereof, the Company
agrees to reimburse the Underwriters (or such Underwriters as have terminated
this Agreement with respect to themselves), severally, upon demand for all
documented out-of-pocket expenses that shall have been reasonably incurred by
the Underwriters in connection with the proposed purchase and the offering and
sale of the Common Shares, including but not limited to reasonable fees and
disbursements of counsel, printing expenses, travel expenses, postage, facsimile
and telephone charges.

SECTION 7.        EFFECTIVENESS OF THIS AGREEMENT.

                  This Agreement shall not become effective until the later of
(i) the execution of this Agreement by the parties hereto and (ii) notification
by the Commission to the Company of the effectiveness of the Registration
Statement under the Securities Act.

                  Prior to such effectiveness, this Agreement may be terminated
by any party by notice to each of the other parties hereto, and any such
termination shall be without liability on the part of (a) the Company to any
Underwriter, except that the Company shall be obligated to reimburse the
expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) of any
Underwriter to the Company, or (c) of any party hereto to any other party except
that the provisions of Section 8 and Section 9 shall at all times be effective
and shall survive such termination.

SECTION 8.        INDEMNIFICATION.

         (a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls any Underwriter within the meaning of the
Securities Act or the Exchange Act against any loss, claim, damage, liability or
expense, as incurred, to which such Underwriter, any such officer or employee,
or such controlling person may become subject, under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, or at common
law or

                                       17
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otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Company), insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based (i) upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or any
amendment thereto, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii) upon any untrue statement or alleged untrue statement of
a material fact contained in any Preliminary Prospectus or the Prospectus (or
any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; or
(iii) in whole or in part upon any material inaccuracy in the representations
and warranties of the Company contained herein; or (iv) in whole or in part upon
any material failure of the Company to perform its obligations hereunder or
under law; or (v) any act or failure to act or any alleged act or failure to act
by any Underwriter in connection with, or relating in any manner to, the Common
Stock or the offering contemplated hereby, and which is included as part of or
referred to in any loss, claim, damage, liability or action arising out of or
based upon any matter covered by clause (i) or (ii) above, provided that the
Company shall not be liable under this clause (v) to the extent that a court of
competent jurisdiction shall have determined by a final judgment that such loss,
claim, damage, liability or action resulted directly from any such acts or
failures to act undertaken or omitted to be taken by such Underwriter through
its bad faith or willful misconduct; and to reimburse each Underwriter and each
such controlling person for any and all expenses (including the reasonable fees
and disbursements of counsel chosen by NMSI) as such expenses are reasonably
incurred by such Underwriter or such controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing
indemnity agreement shall not apply to any loss, claim, damage, liability or
expense to the extent, but only to the extent, arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any of the Underwriters expressly for use in the
Registration Statement, any Preliminary Prospectus or the Prospectus (or any
amendment or supplement thereto); and provided, further, that with respect to
any Preliminary Prospectus, the foregoing indemnity shall not inure to the
benefit of any Underwriter from whom the person asserting any loss, claim,
damage, liability or expense purchased Common Shares, or any person controlling
such Underwriter, if copies of the Prospectus were timely delivered to the
Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Common Shares to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage, liability or expense. The indemnity set forth
in this Section 8(a) shall be in addition to any liabilities that the Company
may otherwise have.

         (b) Indemnification of the Company, its Directors and Officers. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act, or other federal or state statutory law or regulation, or
at common law or

                                       18
   23
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of such Underwriter), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any Preliminary
Prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with written information furnished to the Company by the
Underwriters expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The Company
hereby acknowledges that the only information that the Underwriters have
furnished to the Company expressly for use in the Registration Statement, any
Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto) are the statements set forth (A) as the first sentence of the last
paragraph of text on the cover page of the Prospectus concerning the terms of
the offering by the Underwriters, (B) the paragraph on the inside front cover
page of the Prospectus concerning stabilization by the Underwriters and (C) in
the table in the first paragraph and as the second and tenth paragraphs under
the caption "Underwriting" in the Prospectus; and the Underwriters confirm that
such statements are correct. The indemnity set forth in this Section 8(b) shall
be in addition to any liabilities that each Underwriter may otherwise have.

         (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party to the extent it is not prejudiced as a
proximate result of such failure. In case any such action is brought against any
indemnified party and such indemnified party seeks or intends to seek indemnity
from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed

                                       19
   24
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (together with local
counsel), approved by the indemnifying party (NMSI in the case of Section 8(b)
and Section 9), representing the indemnified parties who are parties to such
action) or (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action, in each of which
cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.

         (d) Settlements. The indemnifying party under this Section 8 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section
8(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

SECTION 9.        CONTRIBUTION.

                  If the indemnification provided for in Section 8 hereof is for
any reason held to be unavailable to or otherwise insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriters, on the
other hand, from the offering of the Common Shares pursuant to this Agreement or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriters, on the other hand, in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriters, on the other hand, in connection with the offering of the
Common Shares pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the Common
Shares pursuant to this Agreement (before deducting expenses) received by the
Company, and the total underwriting discount received by the Underwriters, in
each case as set forth on the front cover page of the Prospectus bear to the
aggregate initial public offering price

                                       20
   25
of the Common Shares as set forth on such cover. The relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact or any such inaccurate or alleged inaccurate
representation or warranty relates to information supplied by the Company, on
the one hand, or the Underwriters, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

                  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 8(c) hereof,
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim. The provisions
set forth in Section 8(c) hereof with respect to notice of commencement of any
action shall apply if a claim for contribution is to be made under this Section
9; provided, however, that no additional notice shall be required with respect
to any action for which notice has been given under Section 8(c) hereof for
purposes of indemnification.

                  The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 9.

                  Notwithstanding the provisions of this Section 9, no
Underwriter shall be required to contribute any amount in excess of the
underwriting commissions received by such Underwriter in connection with the
Common Shares underwritten by it and distributed to the public. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 9 are several, and not joint, in proportion
to their respective underwriting commitments as set forth opposite their names
in Schedule A. For purposes of this Section 9, each officer and employee of an
Underwriter and each person, if any, who controls an Underwriter within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration Statement, and each person, if any,
who controls the Company with the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

SECTION 10.       DEFAULT OF ONE OR MORE OF THE UNDERWRITERS.

                  If, on the First Closing Date or the Second Closing Date, if
any, as the case may be, any one or more of the Underwriters shall fail or
refuse to purchase Common Shares that it or they have agreed to purchase
hereunder on such date, and the aggregate number of Common Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
does not exceed 10% of the aggregate number of the Common Shares to be purchased
on such date, the other Underwriter shall be obligated, severally, in the
proportions that the number of Firm Common Shares set forth opposite their
respective names on Schedule A bears to the aggregate number of Firm Common
Shares set forth opposite the names of such non-defaulting Underwriter to
purchase the Common Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date. If, on the First Closing
Date

                                       21
   26
or the Second Closing Date, if any, as the case may be, any Underwriter shall
fail or refuse to purchase Common Shares and the aggregate number of Common
Shares with respect to which such default occurs exceeds 10% of the aggregate
number of Common Shares to be purchased on such date, and arrangements
satisfactory to the non-defaulting Underwriter and the Company for the purchase
of such Common Shares are not made within 48 hours after such default, this
Agreement shall terminate without liability of any party to any other party
except that the provisions of Section 4, Section 8 and Section 9 hereof shall at
all times be effective and shall survive such termination. In any such case
either the non-defaulting Underwriter or the Company shall have the right to
postpone the First Closing Date or the Second Closing Date, as the case may be,
but in no event for longer than seven days in order that the required changes,
if any, to the Registration Statement and the Prospectus or any other documents
or arrangements may be effected.

                  As used in this Agreement, the term "Underwriter" shall be
deemed to include any person substituted for a defaulting Underwriter under this
Section 10. Any action taken under this Section 10 shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

SECTION 11.       TERMINATION OF THIS AGREEMENT.

                  Prior to the First Closing Date this Agreement maybe
terminated by NMSI by notice given to the Company if at any time (i) trading or
quotation in any of the Company's securities shall have been suspended or
limited by the Commission or by The New York Stock Exchange, or trading in
securities generally on either the Nasdaq Stock Market or The New York Stock
Exchange shall have been suspended or limited, or minimum or maximum prices
shall have been generally established on any of such stock exchanges by the
Commission or the NASD; (ii) a general banking moratorium shall have been
declared by any of federal or state authorities; (iii) there shall have occurred
any outbreak or escalation of national or international hostilities or any
crisis or calamity, or any change in the United States or international
financial markets, or any substantial change or development involving a
prospective substantial change in United States' or international political,
financial or economic conditions, as in the judgment of NMSI is material and
adverse and makes it impracticable to market the Common Shares in the manner and
on the terms described in the Prospectus or to enforce contracts for the sale of
securities; (iv) in the judgment of NMSI there shall have occurred any Material
Adverse Change; or (v) the Company shall have sustained a loss by strike, fire,
flood, earthquake, accident or other calamity of such character as in the
judgment of NMSI may interfere materially with the conduct of the business and
operations of the Company regardless of whether or not such loss shall have been
insured. Any termination pursuant to this Section 11 shall be without liability
on the part of (a) the Company to any Underwriter, except that the Company shall
be obligated to reimburse the expenses of the Underwriters pursuant to Sections
4 and 6 hereof, (b) any Underwriter to the Company, or (c) of any party hereto
to any other party except that the provisions of Section 8 and Section 9 hereof
shall at all times be effective and shall survive such termination.

SECTION 12.       SECTION 12.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE 
                  DELIVERY.

                  The respective indemnities, agreements, representations,
warranties and other statements of the Company, of its officers and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Underwriter or the Company or any of its or their partners, officers or
directors

                                       22
   27
or any controlling person, as the case may be, and will survive delivery of and
payment for the Common Shares sold hereunder. The provisions of Sections 3(c),
3(g), 6, 8, 9 and 11 shall survive the termination or cancellation of this
Agreement.

SECTION 13.       NOTICES.

                  All communications hereunder shall be in writing and shall be
mailed, hand delivered, overnight couriered or telecopied and confirmed to the
parties hereto as follows:

If to NMSI:

     NationsBanc Montgomery Securities LLC
     600 Montgomery Street
     San Francisco, California 94111
     Facsimile:  415-249-5558
     Attention:  Richard A. Smith

     with a copy to:

     NationsBanc Montgomery Securities LLC
     600 Montgomery Street
     San Francisco, California  94111
     Facsimile:  (415) 249-5553
     Attention:  David A. Baylor, Esq.

     and

     Latham & Watkins
     885 Third Avenue
     New York, New York  10022
     Facsimile:  (212) 751-4864
     Attention:  Kirk A. Davenport, Esq.

If to the Company:

     Windmere-Durable Holdings, Inc.
     5980 Miami Lakes Drive
     Miami, Florida  33014
     Facsimile:  (305) 364-0635
     Attention:  Harry D. Schulman

     with a copy to:

     Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
     1221 Brickell Avenue
     Miami, Florida  33131
     Facsimile:  (305) 579-0717
     Attention:  Paul Berkowitz, Esq.
                 Andrew J. Cosentino, Esq.

                                       23
   28
Any party hereto may change the address for receipt of communications by giving
written notice to the others.

SECTION 14.       SUCCESSORS.

                  This Agreement will inure to the benefit of and be binding
upon the parties hereto, including any substitute Underwriters pursuant to
Section 10 hereof, and to the benefit of the employees, officers and directors
and controlling persons referred to in Section 8 and Section 9 hereof, and in
each case their respective successors, and no other person will have any right
or obligation hereunder. The term "successors" shall not include any purchaser
of the Common Shares as such from any of the Underwriters merely by reason of
such purchase.

SECTION 15.       PARTIAL UNENFORCEABILITY.

                  The invalidity or unenforceability of any Section, paragraph
or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only
such minor changes) as are necessary to make it valid and enforceable.

SECTION 16.       GOVERNING LAW PROVISIONS.

                  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PRINCIPLES OF ANY JURISDICTION.

SECTION 17.       GENERAL PROVISIONS.

                  This Agreement constitutes the entire agreement of the parties
to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may be executed in two or more
counterparts, each one of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
may not be amended or modified unless in writing by all of the parties hereto,
and no condition herein (express or implied) may be waived unless waived in
writing by each party whom the condition is meant to benefit. The Table of
Contents and the Section headings herein are for the convenience of the parties
only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business
person who was adequately represented by counsel during negotiations regarding
the provisions hereof, including, without limitation, the indemnification
provisions of Section 8 hereof and the contribution provisions of Section 9
hereof, and is fully informed regarding said provisions. Each of the parties
hereto further acknowledges that the provisions of Sections 8 and 9 hereto
fairly allocate the risks in light of the ability of the parties to investigate
the Company, its affairs and its business in order to assure that adequate
disclosure has been made in the Registration Statement, any Preliminary
Prospectus and the Prospectus (and any amendments and supplements thereto), as
required

                                       24
   29
by the Securities Act and the Exchange Act.

                            [Signature page follows]

                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                       25
   30
                                   Very truly yours,

                                   WINDMERE-DURABLE HOLDINGS, INC.



                                   By:          /s/ Harry D. Schulman
                                      -----------------------------------------
                                              Name: Harry D. Schulman
                                              Title:   Chief Financial Officer

                                       26
   31
                  The foregoing Agreement is hereby confirmed and accepted by
the Underwriters as of the date first above written.

NATIONSBANC MONTGOMERY SECURITIES LLC



By:        /s/ Richard A. Smith
   ------------------------------------
         Name: Richard A. Smith
         Title: Syndicate Director,
                Managing Director

                                       27
   32
RAYMOND JAMES & ASSOCIATES, INC.



By:        /s/ Donald S. Blair
   ------------------------------------
         Name: Donald S. Blair
         Title: Vice President

                                       28
   33
                                   SCHEDULE A











                                                                                  Number of
                                                                             Firm Common Shares
Underwriters                                                                   to be Purchased
- ------------                                                                   ---------------
                                                                          
NationsBanc Montgomery Securities LLC .....................................       $1,520,500
                                                                                   ---------
Raymond James & Associates, Inc. ..........................................       $1,520,500
                                                                                   ---------
         Total                                                                    $3,041,000
                                                                                  ==========


                                       29
   34
                                    EXHIBIT A

Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of
the Underwriting Agreement.

                  References to the Prospectus in this Exhibit A include any
supplements thereto at the Closing Date.

                                      A-1
   35
                                    EXHIBIT B

                                LOCK-UP AGREEMENT


July 22, 1998



NationsBanc Montgomery Securities LLC
Raymond James & Associates, Inc.
c/o NationsBanc Montgomery Securities LLC
600 Montgomery Street
San Francisco, California 94111

Re: Windmere-Durable Holdings, Inc. (the "Company")

Ladies and Gentlemen:

                  The undersigned is an owner of record or beneficially of
certain shares of common stock, par value $.10 per share, of the Company
("Common Stock") or securities convertible into or exchangeable or exercisable
for Common Stock. The Company proposes to carry out a public offering of Common
Stock (the "Offering") for which you will act as the underwriters. The
undersigned recognizes that the Offering will be of benefit to the undersigned
and will benefit the Company. The undersigned acknowledges that you and the
other underwriter are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering an into underwriting agreement with the Company with respect to the
Offering.

                  In consideration of the foregoing, the undersigned hereby
agrees that the undersigned will not, without the prior written consent of
NationsBanc Montgomery Securities LLC (which consent may be withheld in its sole
discretion), directly or indirectly, sell, offer, contract or grant any option
to sell (including without limitation any short sale), pledge, transfer,
establish an open "put equivalent position" within the meaning of Rule 16a-1(h)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise dispose of any shares of Common Stock, options or warrants to acquire
shares of Common Stock, or securities exchangeable or exercisable for or
convertible into shares of Common Stock currently or hereafter owned either of
record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the
undersigned, enter into any swap or similar agreement that transfers, in whole
or in part, the economic risk of ownership of the Common Stock or publicly
announce the undersigned's intention to do any of the foregoing, for a period
commencing on the date hereof and continuing through the close of trading on the
date 120 days after the date of the Prospectus. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions.

                                      B-1
   36
                  With respect to the Offering only, the undersigned waives any
registration rights relating to registration under the Securities Act of any
Common Stock owned either of record or beneficially by the undersigned,
including any rights to receive notice of the Offering.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this letter agreement, and that, upon request,
the undersigned will execute any additional documents necessary or desirable in
connection with the enforcement hereof. This agreement is irrevocable and will
be binding on the undersigned and the respective successors, heirs, personal
representatives and assigns of the undersigned.


___________________________
Printed Name of Holder


By: _______________________





___________________________
Printed Name of Person Signing
(and indicate capacity of person signing if signing as
custodian, trustee or on behalf of an entity)

___________________________
(Social Security or Taxpayer Identification No.)

                                      B-2

EX-4.1

   1
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

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




                         WINDMERE-DURABLE HOLDINGS, INC.


                     10% SENIOR SUBORDINATED NOTES DUE 2008
                             SUPPLEMENTAL INDENTURE



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

                            Dated as of July 27, 1998

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



                            ------------------------
                       State Street Bank and Trust Company

                                     Trustee

                            ------------------------
               The Guarantors listed on the signature page hereto
















- --------------------------------------------------------------------------------
   2
                             CROSS-REFERENCE TABLE*

      TRUST INDENTURE
      ACT SECTION                                              INDENTURE SECTION

310(a)(1).............................................................7.10
(a)(2)................................................................7.10
(a)(3)................................................................N.A.
(a)(4)................................................................N.A.
(a)(5)................................................................7.10
(i)(b)................................................................7.10
(ii)(c)...............................................................N.A.
311(a)................................................................7.11
(b)...................................................................7.11
(iii(c)...............................................................N.A.
312(a)................................................................2.05
(b)...................................................................12.03
(iv)(c)...............................................................12.03
313(a)................................................................7.06
(b)(1)................................................................N.A.
(b)(2)................................................................7.07
(v)(c)................................................................7.06;
                                                                      12.02
(vi)(d)...............................................................7.06
314(a)................................................................4.03;
                                                                      12.02
(A)(b)................................................................N.A.
(c)(1)................................................................12.04
(c)(2)................................................................12.04
(c)(3)................................................................N.A.
(d)...................................................................N.A.
(vii)(e)..............................................................12.05
(f)...................................................................N.A.
315(a)................................................................7.01
(b)...................................................................7.05,
                                                                      12.02
(A)(c)................................................................7.01
(d)...................................................................7.01
(e)...................................................................6.11
316(a)(last sentence).................................................2.09
(a)(1)(A).............................................................6.05
(a)(1)(B).............................................................6.04
(a)(2)................................................................N.A.
(b)...................................................................6.07
(B)(c)................................................................2.12
317(a)(1).............................................................6.08
(a)(2)................................................................6.09
(b)...................................................................2.04
318(a)................................................................12.01
   3
(b)...................................................................N.A.
(c)...................................................................12.01
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


                                       2
   4
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE........................1

SECTION 1.01. DEFINITIONS....................................................1
SECTION 1.02. OTHER DEFINITIONS.............................................12
SECTION 1.03. TIA REFERENCES................................................12
SECTION 1.04. RULES OF CONSTRUCTION.........................................13

ARTICLE 2. THE NOTES........................................................13

SECTION 2.01. FORM AND DATING...............................................13
SECTION 2.02. EXECUTION AND AUTHENTICATION..................................14
SECTION 2.03. REGISTRAR AND PAYING AGENT....................................14
SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST...........................15
SECTION 2.05. HOLDER LISTS..................................................15
SECTION 2.06. TRANSFER AND EXCHANGE.........................................15
SECTION 2.07. REPLACEMENT NOTES.............................................18
SECTION 2.08. OUTSTANDING NOTES.............................................19
SECTION 2.09. TREASURY NOTES................................................19
SECTION 2.10. TEMPORARY NOTES...............................................19
SECTION 2.11. CANCELLATION..................................................19
SECTION 2.12. DEFAULTED INTEREST............................................20

ARTICLE 3. REDEMPTION AND PREPAYMENT........................................20

SECTION 3.01. NOTICES TO TRUSTEE............................................20
SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.............................20
SECTION 3.03. NOTICE OF REDEMPTION..........................................21
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION................................21
SECTION 3.05. DEPOSIT OF REDEMPTION PRICE...................................21
SECTION 3.06. NOTES REDEEMED IN PART........................................22
SECTION 3.07. OPTIONAL REDEMPTION...........................................22
SECTION 3.08. MANDATORY REDEMPTION..........................................22
SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS...........23

ARTICLE 4. COVENANTS........................................................24

SECTION 4.01. PAYMENT OF NOTES..............................................24
SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY...............................24
SECTION 4.03. REPORTS.......................................................25
SECTION 4.04. COMPLIANCE CERTIFICATE........................................25
SECTION 4.05. TAXES.........................................................26
SECTION 4.06. STAY, EXTENSION AND USURY LAWS................................26
SECTION 4.07. RESTRICTED PAYMENTS...........................................26
SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
              SUBSIDIARIES..................................................28
SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
              STOCK.........................................................29
SECTION 4.10. ASSET SALES...................................................30
SECTION 4.11. TRANSACTIONS WITH AFFILIATES..................................31


                                        i
   5
SECTION 4.12. LIENS.........................................................32
SECTION 4.13. CORPORATE EXISTENCE...........................................32
SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL....................32
SECTION 4.15. ANTI-LAYERING.................................................33
SECTION 4.16. LIMITATION ON ISSUANCES AND SALES OF EQUITY
              INTERESTS IN WHOLLY OWNED SUBSIDIARIES........................33
SECTION 4.17. ADDITIONAL SUBSIDIARY GUARANTEES..............................33
SECTION 4.18. PAYMENTS FOR CONSENT..........................................34

ARTICLE 5. SUCCESSORS.......................................................34

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS......................34
SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.............................34

ARTICLE 6. DEFAULTS AND REMEDIES............................................35

SECTION 6.01. EVENTS OF DEFAULT.............................................35
SECTION 6.02. ACCELERATION..................................................36
SECTION 6.03. OTHER REMEDIES................................................37
SECTION 6.04. WAIVER OF PAST DEFAULTS.......................................37
SECTION 6.05. CONTROL BY MAJORITY...........................................38
SECTION 6.06. LIMITATION ON SUITS...........................................38
SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.................38
SECTION 6.08. COLLECTION SUIT BY TRUSTEE....................................38
SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM..............................39
SECTION 6.10. PRIORITIES....................................................39
SECTION 6.11. UNDERTAKING FOR COSTS.........................................39

ARTICLE 7. TRUSTEE..........................................................40

SECTION 7.01. DUTIES OF TRUSTEE.............................................40
SECTION 7.02. RIGHTS OF TRUSTEE.............................................41
SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE..................................41
SECTION 7.04. TRUSTEE'S DISCLAIMER..........................................42
SECTION 7.05. NOTICE OF DEFAULTS............................................42
SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES....................42
SECTION 7.07. COMPENSATION AND INDEMNITY....................................42
SECTION 7.08. REPLACEMENT OF TRUSTEE........................................43
SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC..............................44
SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.................................44
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.............44

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................45

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
              DEFEASANCE....................................................45
SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE................................45
SECTION 8.03. COVENANT DEFEASANCE...........................................45
SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE....................46
SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD
              IN TRUST; OTHER MISCELLANEOUS PROVISIONS......................47
SECTION 8.06. REPAYMENT TO COMPANY..........................................47
SECTION 8.07. REINSTATEMENT.................................................48


                                       ii
   6
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER.................................48

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES...........................48
SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES..............................49
SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT...........................50
SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.............................50
SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES..............................50
SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC...............................50

ARTICLE 10. SUBORDINATION...................................................51

SECTION 10.01. AGREEMENT TO SUBORDINATE.....................................51
SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.........................51
SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT............................51
SECTION 10.04. ACCELERATION OF NOTES........................................52
SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER..........................52
SECTION 10.06. NOTICE BY COMPANY............................................52
SECTION 10.07. SUBROGATION..................................................52
SECTION 10.08. RELATIVE RIGHTS..............................................53
SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.................53
SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.....................53
SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT...........................53
SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION........................54
SECTION 10.13. AMENDMENTS...................................................54

ARTICLE 11 SUBSIDIARY GUARANTEES............................................54

SECTION 11.01. GUARANTEES...................................................54
SECTION 11.02. SUBORDINATION OF SUBSIDIARY GUARANTEE........................55
SECTION 11.03. LIMITATION ON GUARANTOR LIABILITY............................55
SECTION 11.04. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE...............56
SECTION 11.05. CONSOLIDATION, ETC. BY GUARANTORS............................56
SECTION 11.06. RELEASES FOLLOWING SALE OF ASSETS............................57

ARTICLE 12. MISCELLANEOUS...................................................57

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.................................57
SECTION 12.02. NOTICES......................................................57
SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
               HOLDERS OF NOTES.............................................58
SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...........59
SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION................59
SECTION 12.06. RULES BY TRUSTEE AND AGENTS..................................59
SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
               EMPLOYEES AND STOCKHOLDERS...................................59
SECTION 12.08. GOVERNING LAW................................................60
SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS................60
SECTION 12.10. SUCCESSORS...................................................60
SECTION 12.11. SEVERABILITY.................................................60
SECTION 12.12. COUNTERPART ORIGINALS........................................60
SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC.............................60


                                       iii
   7
EXHIBITS
Exhibit A FORM OF NOTE
Exhibit B FORM OF NOTATION OF SUBSIDIARY GUARANTEE
Exhibit C FORM OF SUPPLEMENTAL INDENTURE


                                       iv
   8
            SUPPLEMENTAL INDENTURE dated as of July 27, 1998 among
Windmere-Durable Holdings, Inc., a Florida corporation (the "Company"), the
guarantors listed on the signature pages hereto (the "Guarantors") and State
Street Bank and Trust Company, as trustee (the "Trustee").

            WHEREAS, the Company entered into an Indenture, dated as of June 4,
1998 (the "Debt Indenture"), governing the terms of the Company's debt
securities to be registered under the Company's registration statement on Form
S-3 filed with the Securities and Exchange Commission.

            WHEREAS, pursuant to Section 2.2 of the Debt Indenture, the Company
desires to establish the terms of certain debt securities.

            NOW, THEREFORE the Company, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the 10% Senior Subordinated Notes due 2008 (the "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

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

            "Additional Notes" means an unlimited principal amount of Notes
(other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

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

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

            "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business (provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole will be governed by Section 4.14 


                                       1
   9
hereof and/or Section 5.01 hereof and not by the provisions of Section 4.10
hereof), and (ii) the issue or sale by the Company or any of its Subsidiaries of
Equity Interests of any of the Company's Subsidiaries, in the case of either
clause (i) or (ii), whether in a single transaction or a series of related
transactions (a) that have a fair market value in excess of $1.0 million or (b)
for net proceeds in excess of $1.0 million. Notwithstanding the foregoing, the
following items shall not be deemed to be Asset Sales: (i) a transfer of assets
by the Company to a Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to
the Company or to another Wholly Owned Subsidiary, (ii) an issuance of Equity
Interests by a Wholly Owned Subsidiary to the Company or to another Wholly Owned
Subsidiary, (iii) the sale, conveyance or other disposition of obsolete
equipment or of assets that, in the reasonable judgment of the Company, are
either (x) no longer used, or (y) no longer useful in the business of the
Company and its Subsidiaries, provided that any cash proceeds received in
connection with any such sale, conveyance or other disposition of assets having
a fair market value in excess of $1.0 million are treated as Net Proceeds from
an Asset Sale and (iv) a Restricted Payment that is permitted by Section 4.07
hereof.

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

            "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

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

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

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

            "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any lender party to the Senior Credit Facility or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a
Thompson Bank Watch Rating of "B" or better, (iv) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Corporation and in each case maturing within
six months after the date of acquisition and (vi) money market funds at least
95% of the assets of which constitute Cash Equivalents of the kinds described in
clauses (i) - (v) of this definition.

            "Cedel" means Cedel Bank, SA.


                                       2
   10
            "Change of Control" means the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act); (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company; (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above) becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 35% of the Voting Stock of the
Company (measured by voting power rather than number of shares); or (iv) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.

            "Company" means Windmere-Durable Holdings, Inc., and any and all
successors thereto.

            "Commission" means the Securities and Exchange Commission.

            "Consolidated Assets" means, with respect to any Person as of any
date, the total assets of such Person and its consolidated Subsidiaries as of
such date, calculated on a consolidated basis in accordance with GAAP.

            "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Subsidiaries for such period, to the extent that
such provision for taxes was deducted in computing such Consolidated Net Income,
plus (iii) consolidated interest expense of such Person and its Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Hedging Obligations), to the extent that any
such expense was deducted in computing such Consolidated Net Income, plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash expenses (excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that was
paid in a prior period) of such Person and its Subsidiaries for such period to
the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income, plus (v) Restructuring
Changes, minus (vi) non-cash items increasing such Consolidated Net Income for
such period (other than items that were accrued in the ordinary course of
business), in each case, on a consolidated basis and determined in accordance
with GAAP. Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent that a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to 


                                       3
   11
the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

            "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly Owned Subsidiary thereof that is a
Guarantor, (ii) the Net Income of any Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders, (iii) the Net
Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be excluded.

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

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

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 12.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "Credit Facilities" means, with respect to the Company, one or more
debt facilities (including, without limitation, the Senior Credit Facility) or
commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.


                                       4
   12
            "Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

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

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

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

            "Designated Senior Debt" means (i) any Indebtedness outstanding
under the Senior Credit Facility (ii) any other Senior Debt permitted under the
Indenture the principal amount of which is $20.0 million or more and that has
been designated by the Company as "Designated Senior Debt."

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
Holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature; provided, however, that any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof.

            "Domestic Subsidiary" means, with respect to the Company, any
Subsidiary of the Company that was formed under the laws of the United States of
America or that guarantees or otherwise provides credit support for any
Indebtedness of the Company.

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

            "Euroclear" means 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.

            "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Senior Credit Facility) in
existence on the date of this Indenture, until such Indebtedness is repaid.

            "Fixed Charges" means, with respect to any Person for any period,
the sum, without duplication, of (i) the consolidated interest expense of such
Person and its Subsidiaries for such period, 


                                       5
   13
whether paid or accrued (including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest of such Person and its
Subsidiaries that was capitalized during such period, and (iii) any interest
expense on Indebtedness of another Person that is Guaranteed by such Person or
one of its Subsidiaries or secured by a Lien on assets of such Person or one of
its Subsidiaries (whether or not such Guarantee or Lien is called upon) and (iv)
the product of (a) all dividend payments, whether or not in cash, on any series
of preferred stock of such Person or any of its Subsidiaries, other than
dividend payments on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a
consolidated basis and in accordance with GAAP.

            "Fixed Charge Coverage Ratio" means with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the referent Person or any of its Subsidiaries incurs, assumes, Guarantees or
redeems any Indebtedness (other than revolving credit borrowings) or issues or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is
made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, Guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock,
as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of making the computation referred
to above, (i) acquisitions that have been made by the Company or any of its
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date
shall be deemed to have occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period shall be calculated
without giving effect to clause (iii) of the proviso set forth in the definition
of Consolidated Net Income, and (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, and
(iii) the Fixed Charges attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the referent Person
or any of its Subsidiaries following the Calculation Date.

            "Foreign Subsidiary" means any Subsidiary of the Company that is
not a Domestic Subsidiary.

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

            "Global Notes" means each of the Global Notes in the form of Exhibit
A hereto issued in accordance with Section 2.01 hereof.


                                       6
   14
            "Global Note Legend" means the legend set forth in Section 2.06(f),
which is required to be placed on all Global Notes issued under this Indenture.

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

            "Guarantors" means (i) each current and future Domestic Subsidiary
of the Company and (ii) any other Subsidiary of the Company that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns.

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

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

            "Indebtedness" means, with respect to any Person, (i) any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, (ii) all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and (iii) to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall be
(i) the accreted value thereof, in the case of any Indebtedness issued with
original issue discount, and (ii) the principal amount thereof, together with
any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

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

            "Initial Notes" means $130,000,000 in aggregate principal amount of
Notes issued under this Indenture on the date hereof.

            "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Subsidiary of the Company sells or otherwise disposes of
any Equity Interests of any direct or indirect Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the 


                                       7
   15
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07 hereof.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the city in which the principal corporate
trust office of the Trustee is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

            "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Subsidiaries
or the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries and (ii) any extraordinary gain (but not loss), together with any
related provision for taxes on such extraordinary gain (but not loss).

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.

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

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

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

            "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Sections 12.04 and 12.05 hereof.


                                       8
   16
            "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Sections
12.04 and 12.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

            "Participant" means, with respect to the Depository, a Person who
has an account with the Depository(and, with respect to The Depository Trust
Company, shall include Euroclear and Cedel).

            "Permitted Business" means, with respect to the Company and its
Subsidiaries, the business of manufacturing and distributing small household and
outdoor appliances, pet products and related items consistent with past
practices.

            "Permitted Investments" means (a) any Investment in the Company, in
a Wholly Owned Subsidiary of the Company or in a Guarantor; (b) any Investment
in Cash Equivalents; (c) any Investment by the Company or any Subsidiary of the
Company in a Person, if as a result of such Investment (i) such Person becomes a
Wholly Owned Subsidiary of the Company or a Guarantor or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company, a Wholly
Owned Subsidiary of the Company or a Guarantor; (d) any Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with the covenant described in Section 4.10 hereof
(e) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company; (f) other Investments
in Subsidiaries of the Company that are not Guarantors having an aggregate fair
market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (f) that are at the time
outstanding, not to exceed 10% of the Company's Consolidated Assets on the date
of such Investment; (g) Investments existing on the date of the Indenture; (h)
receivables owing to the Company or any Subsidiary of the Company if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided that such trade terms may
include concessionary terms as the Company of such Subsidiary deems reasonable
under the circumstances; (i) stock obligations or securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or any of its Subsidiaries or in satisfaction of judgments; and (j)
other Investments in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (j) that are at the time outstanding, not to exceed
$5.0 million.

            "Permitted Junior Securities" means Equity Interests in the Company
or debt securities of the Company or the relevant Guarantor that are
subordinated to all Senior Debt (and any debt securities issued in exchange for
Senior Debt) to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Debt pursuant to Article 10 hereof.

            "Permitted Liens" means (i) Liens on assets of the Company or any of
the Guarantors securing Senior Debt that was permitted by the terms of this
Indenture to be incurred; (ii) Liens in favor of the Company; (iii) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Subsidiary of the Company; provided that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company; (iv) Liens on property existing at
the time of acquisition thereof by the Company or any Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a 


                                       9
   17
like nature incurred in the ordinary course of business; (vi) Liens to secure
Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of
the second paragraph of Section 4.09 hereof covering only the assets acquired
with such Indebtedness; (vii) Liens existing on the date of this Indenture;
(viii) Liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; and (ix) Liens incurred in the ordinary
course of business of the Company or any Subsidiary of the Company with respect
to obligations that do not exceed $5.0 million at any one time outstanding.

            "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries (other than intercompany
Indebtedness); provided that: (i) the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued interest
on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of reasonable expenses incurred in connection
therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and (iv) such Indebtedness is incurred either by
the Company or by the Subsidiary that is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

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

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

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

            "Restructuring Charges" means charges or write-offs associated with
the Repositioning Program which are charged in the second quarter of 1998;
provided, however, that the maximum amount of charges that may be treated as
"Restructuring Charges" shall not exceed $11.4 million.


                                       10
   18
            "Salton Note" means that certain note payable to Salton/Maxim
Housewares, Inc. in aggregate principal amount of $10,847,620 dated July 11,
1996, as in effect on the date hereof.

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

            "Senior Credit Facility" means that certain Credit Agreement, dated
as of June 26, 1998, by and among the Company, NationsBank, N.A., as agent and
the other lenders party thereto, providing for up to $160.0 million of revolving
credit borrowings and $185.0 in term loans, in each case, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

            "Senior Debt" means (i) all Indebtedness of the Company or any of
its subsidiaries outstanding under the Senior Credit Facility and all Hedging
Obligations with respect thereto, (ii) any other Indebtedness permitted to be
incurred by the Company or any of its subsidiaries under the terms of this
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Notes and (iii) all Obligations with respect to the foregoing.
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (a) any liability for federal, state, local or other taxes owed or owing
by the Company or any of its subsidiaries, (b) any Indebtedness of the Company
or any of its subsidiaries to any Subsidiaries or other Affiliates, (c) any
trade payables or (d) any Indebtedness that is incurred in violation of this
Indenture.

            "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Act, as such Regulation is in effect on the date of
this Indenture.

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

            "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

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

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.


                                       11
   19
            "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.

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

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

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

SECTION 1.02. OTHER DEFINITIONS.


                                                           Defined in
             Terms                                          Section
                                                           
         "Affiliate Transaction"..............................4.11
         "Asset Sale Offer"...................................3.09
         "Authentication Order"...............................2.02
         "Change of Control Offer"............................4.14
         "Change of Control Payment"..........................4.14
         "Change of Control Payment Date" ....................4.14
         "Covenant Defeasance"................................8.03
         "Event of Default"...................................6.01
         "Excess Proceeds"....................................4.10
         "incur"..............................................4.09
         "Legal Defeasance" ..................................8.02
         "Offer Amount".......................................3.09
         "Offer Period".......................................3.09
         "Paying Agent".......................................2.03
         "Permitted Debt".....................................4.09
         "Purchase Date"......................................3.09
         "Registrar"..........................................2.03
         "Restricted Payments"................................4.07


SECTION 1.03. TIA REFERENCES.

            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:


                                       12
   20
            "indenture securities" means the Notes;

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

            "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04. RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01. FORM AND DATING.

       (a) General. The Notes and the Trustee's certificate of authentication
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. 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 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 


                                       13
   21
thereby. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.

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

SECTION 2.02. EXECUTION AND AUTHENTICATION.

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

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

            A Note shall not be valid 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 shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes, plus
unlimited Additional Notes issued pursuant to this Section 2.02 and Section 4.09
hereof.. The aggregate principal amount of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07 hereof.

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


                                       14
   22
SECTION 2.03. REGISTRAR AND PAYING AGENT.

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

            The Company initially appoints the Depository Trust Company to act
as Depository with respect to the Global Notes.

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

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05. HOLDER LISTS.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or to another nominee of the
Depository, by the Depository or any such nominee to a successor Depository or a
nominee of such successor Depository. All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depository that it is unwilling or unable to continue to act as
Depository or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depository is not appointed by 


                                       15
   23
the Company within 120 days after the date of such notice from the Depository or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depository shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable:

      (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
   interests in any Global Note may be transferred to Persons who take delivery
   thereof in the form of a beneficial interest in a Global Note. No written
   orders or instructions shall be required to be delivered to the Registrar to
   effect the transfers described in this Section 2.06(b)(i).

      (ii) All Other Transfers and Exchanges of Beneficial Interests in Global
   Notes. In connection with all transfers and exchanges of beneficial interests
   that are not subject to Section 2.06(b)(i) above, the transferor of such
   beneficial interest must deliver to the Registrar either (A) (1) a written
   order from a Participant or an Indirect Participant given to the Depository
   in accordance with the Applicable Procedures directing the Depository to
   credit or cause to be credited a beneficial interest in another Global Note
   in an amount equal to the beneficial interest to be transferred or exchanged
   and (2) instructions given in accordance with the Applicable Procedures
   containing information regarding the Participant account to be credited with
   such increase or (B) (1) a written order from a Participant or an Indirect
   Participant given to the Depository in accordance with the Applicable
   Procedures directing the Depository to cause to be issued a Definitive Note
   in an amount equal to the beneficial interest to be transferred or exchanged
   and (2) instructions given by the Depository to the Registrar containing
   information regarding the Person in whose name such Definitive Note shall be
   registered to effect the transfer or exchange referred to in (1) above. Upon
   satisfaction of all of the requirements for transfer or exchange of
   beneficial interests in Global Notes contained in this Indenture and the
   Notes or otherwise applicable under the Securities Act, the Trustee shall
   adjust the principal amount of the relevant Global Note(s) pursuant to
   Section 2.06(g) hereof.

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

      (i) Beneficial Interests in Global Notes to Definitive Notes. If any
   holder of a beneficial interest in a Global Note proposes to exchange such
   beneficial interest for a Definitive Note or to transfer such beneficial
   interest to a Person who takes delivery thereof in the form of a Definitive
   Note, then, upon satisfaction of the conditions set forth in Section
   2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
   the applicable Global Note to be reduced accordingly pursuant to Section
   2.06(g) hereof, and the Company shall execute and the Trustee shall
   authenticate and deliver to the Person designated in the instructions a
   Definitive Note in the appropriate principal amount. Any Definitive Note
   issued in exchange for a beneficial interest pursuant to this Section


                                       16
   24
   2.06(c)(iii) shall be registered in such name or names and in such authorized
   denomination or denominations as the holder of such beneficial interest shall
   instruct the Registrar through instructions from the Depository and the
   Participant or Indirect Participant.

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

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

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

       (f) Legends. The following legend shall appear on the face of all Global
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture:

      Global Note Legend. Each Global Note shall bear a legend in substantially
the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF WINDMERE-DURABLE HOLDINGS, INC.

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


                                       17
   25
for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depository at the direction of the Trustee to reflect such
increase.

      (h) General Provisions Relating to Transfers and Exchanges.

      (i) To permit registrations of transfers and exchanges, the Company shall
   execute and the Trustee shall authenticate Global Notes and Definitive Notes
   upon receipt of an Authentication Order or at the Registrar's request.

      (ii) No service charge shall be made to a holder of a beneficial interest
   in a Global Note or to a Holder of a Definitive Note for any registration of
   transfer or exchange, but the Company may require payment of a sum sufficient
   to cover any transfer tax or similar governmental charge payable in
   connection therewith (other than any such transfer taxes or similar
   governmental charge payable upon exchange or transfer pursuant to Sections
   2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

      (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 Global Notes and Definitive Notes issued upon any registration of
   transfer or exchange of Global Notes or Definitive Notes shall be the valid
   obligations of the Company, evidencing the same Indebtedness, and entitled to
   the same benefits under this Indenture, as the Global Notes or Definitive
   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 any Notes during a period beginning at the opening
   of business 15 days before the day of any selection of Notes for redemption
   under Section 3.02 hereof and ending at the close of business on the day of
   selection, (B) to register the transfer of or to exchange any Note 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 for the registration of a transfer of any
   Note, the Trustee, any Agent and the Company may deem and treat the Person in
   whose name any Note is registered as the absolute owner of such Note for the
   purpose of receiving payment of principal of, premium and interest on such
   Notes and for all other purposes, and none of the Trustee, any Agent or the
   Company shall be affected by notice to the contrary.

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

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


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   26
SECTION 2.07. REPLACEMENT NOTES

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

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

            The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.08. OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09. TREASURY NOTES.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the 


                                       19
   27
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

            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 and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate,
provided that no Notes of $1,000 or less shall be redeemed in part. In the event
of partial redemption by lot, the particular Notes to be redeemed shall be


                                       20
   28
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION

            Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

          The notice shall identify the Notes to be redeemed 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 shall be issued upon cancellation of the original Note;

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

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

      (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

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

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

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


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   29
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION

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

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE

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

            If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

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

SECTION 3.07. OPTIONAL REDEMPTION.

            (a) Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to July 31, 2003. Thereafter, the Notes will be subject to redemption
at any time at the option of the Company, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on July 31 of the years indicated below:



             YEAR                                        PERCENTAGE
                                                      
             2003......................................   105.000%
             2004......................................   103.333%
             2005......................................   101.667%
             2006 and thereafter.......................   100.000%


            (b) Notwithstanding the foregoing, at any time on or before July 31,
2001, the Company may redeem up to 35% of the aggregate principal amount of
Notes originally issued under this Indenture at a redemption price of 110% of
the principal amount thereof, plus accrued and unpaid


                                       22
   30
interest thereon to the redemption date, with the net cash proceeds of an
offering of common stock of the Company; provided that at least 65% of the
aggregate principal amount of Notes originally issued under this Indenture
remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company or any of its Subsidiaries); and provided,
further, that such redemption shall occur within 45 days after the date of the
closing of such offering.

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

SECTION 3.08. MANDATORY REDEMPTION.

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

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

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

            The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
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 who tender Notes pursuant to the Asset Sale Offer.

            Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, 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 Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

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

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

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

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


                                       23
   31
       (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Note purchased and may not elect
to have only a portion of such Note purchased;

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

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

       (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

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

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

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

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

            The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and


                                       24
   32
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

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

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

SECTION 4.03. REPORTS.

       (a) Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish to
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" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants and (ii) all current reports
that would be required to be filed with the Commission on Form 8-K if the
Company were required to file such reports, in each case, within the time
periods specified in the Commission's rules and regulations. In addition,
whether or not required by the rules and regulations of the Commission, the
Company shall 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.


                                       25
   33
SECTION 4.04. COMPLIANCE CERTIFICATE.

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

       (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) hereof shall be accompanied by
a written statement of the Company's independent public accountants (who shall
be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

       (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05. TAXES.

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

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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


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SECTION 4.07. RESTRICTED PAYMENTS.

            The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of the Company's or any of its Subsidiaries'
Equity Interests (including, without limitation, any payment in connection with
any merger or consolidation involving the Company or any of its Subsidiaries) or
to the direct or indirect holders of the Company's or any of its Subsidiaries'
Equity Interests in their capacity as such (other than dividends or
distributions (a) payable in Equity Interests (other than Disqualified Stock) of
the Company or (b) to the Company or a Wholly Owned Subsidiary of the Company);
(ii) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company or any direct or indirect parent of
the Company or other Affiliate of the Company (other than any such Equity
Interests owned by the Company or any Wholly Owned Subsidiary of the Company);
(iii) make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness of the Company or any of
its Subsidiaries that is pari passu with or subordinated to the Notes (other
than the Notes) or any Subsidiary Guarantee thereof, except a payment of
interest or principal at Stated Maturity; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

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

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

      (c) such Restricted Payment, together with the aggregate amount of all
   other Restricted Payments made by the Company and its Subsidiaries after the
   date of this Indenture (excluding Restricted Payments permitted by clauses
   (ii), (iii) and (iv) of the next succeeding paragraph), is less than the sum,
   without duplication, of (i) 50% of the Consolidated Net Income of the Company
   for the period (taken as one accounting period) from the beginning of the
   first fiscal quarter commencing after the date of this Indenture to the end
   of the Company's most recently ended fiscal quarter for which internal
   financial statements are available at the time of such Restricted Payment
   (or, if such Consolidated Net Income for such period is a deficit, less 100%
   of such deficit), plus (ii) 100% of the aggregate net cash proceeds received
   by the Company since the date of this Indenture as a contribution to its
   common equity capital or from the issue or sale of Equity Interests of the
   Company (other than Disqualified Stock) or Disqualified Stock or debt
   securities of the Company that have been converted into such Equity Interests
   (other than Equity Interests (or Disqualified Stock or convertible debt
   securities) sold to a Subsidiary of the Company), plus (iii) to the extent
   that any Restricted Investment that was made after the date of this Indenture
   is sold for cash or otherwise liquidated or repaid for cash, the lesser of
   (A) the cash return of capital with respect to such Restricted Investment
   (less the cost of disposition, if any) and (B) the initial amount of such
   Restricted Investment; plus (iv) $5.0 million.

            The foregoing provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other


                                       27
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acquisition of any pari passu or subordinated Indebtedness of the Company or any
Guarantor or Equity Interests of the Company in exchange for, or out of the net
cash proceeds of the substantially concurrent sale (other than to a Subsidiary
of the Company) of, other Equity Interests of the Company (other than any
Disqualified Stock); provided that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or
other acquisition shall be excluded from clause (c) (ii) of the preceding
paragraph; (iii) the defeasance, redemption, repurchase or other acquisition of
pari passu or subordinated Indebtedness of the Company or any Guarantor with the
net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv)
the payment of any dividend by a Subsidiary of the Company to the holders of its
common Equity Interests on a pro rata basis; and (v) the repurchase, redemption
or other acquisition or retirement for value of any Equity Interests of the
Company or any Subsidiary of the Company held by any member of the Company's (or
any of its Subsidiaries') management pursuant to any management equity
subscription agreement or stock option agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $500,000 in any twelve-month period and no Default or
Event of Default shall have occurred and be continuing immediately after such
transaction.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any asset or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if such fair market value exceeds
$1.0 million. Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

            The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (i)(a) pay dividends or make any other distributions to the Company or any of
its Subsidiaries (1) on its Capital Stock or (2) with respect to any other
interest or participation in, or measured by, its profits, or (b) pay any
indebtedness owed to the Company or any of its Subsidiaries, (ii) make loans or
advances to the Company or any of its Subsidiaries or (iii) transfer any of its
properties or assets to the Company or any of its Subsidiaries. However, the
foregoing restrictions will not apply to encumbrances or restrictions existing
under or by reason of (a) Existing Indebtedness as in effect on the date hereof,
(b) the Senior Credit Facility as in effect as of the date hereof, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
the Senior Credit Facility as in effect on the date of this Indenture, (c) the
Notes and the Subsidiary Guarantees, (d) applicable law, (e) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such


                                       28
   36
Indebtedness was permitted by the terms of this Indenture to be incurred, (f)
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (g) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (iii) above on the property so
acquired, (h) any agreement for the sale or other disposition of a Subsidiary
that restricts distributions by that Subsidiary pending its sale or other
disposition, (i) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced, (j) Liens securing
Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 hereof
that limits the right of the debtor to dispose of the assets securing such
Indebtedness, (k) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business and (l) restrictions on cash or
other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business.

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2.25 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock or preferred stock had
been issued, as the case may be, at the beginning of such four-quarter period.

            The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

      (i) the incurrence by the Company or any of the Foreign Subsidiaries of
   Indebtedness of the Company and the Foreign Subsidiaries (including letters
   of credit, with letters of credit being deemed to have a principal amount
   equal to the maximum potential liability of the Company and its Subsidiaries
   thereunder) under Credit Facilities and the Guarantee thereof by the
   Guarantors; provided that the aggregate principal amount of all Indebtedness
   of the Company and its Foreign Subsidiaries (including letters of credit)
   outstanding under Credit Facilities after giving effect to such incurrence
   does not exceed an amount equal to $375.0 million less the aggregate amount
   of all Net Proceeds of Asset Sales applied to permanently repay any
   Indebtedness under a Credit Facility pursuant to Section 4.10 hereof;

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

      (iii) the incurrence by the Company of Indebtedness represented by the
   Notes (other than any Additional Notes) and the incurrence by the Guarantors
   of Indebtedness represented by the Subsidiary Guarantees;


                                       29
   37
      (iv) the incurrence by the Company or any of its Subsidiaries of
   Indebtedness represented by Capital Lease Obligations, mortgage financings or
   purchase money obligations, in each case incurred for the purpose of
   financing all or any part of the purchase price or cost of construction or
   improvement of property, plant or equipment used in the business of the
   Company or such Subsidiary, in an aggregate principal amount not to exceed
   $10.0 million at any time outstanding, including any Permitted Refinancing
   Indebtedness incurred pursuant to clause (v) below to refund, refinance or
   replace any Indebtedness incurred pursuant to this clause (iv);

      (v) the incurrence by the Company or any of its Subsidiaries of Permitted
   Refinancing Indebtedness in exchange for, or the net proceeds of which are
   used to refund, refinance or replace Indebtedness (other than intercompany
   Indebtedness) that was permitted by this Indenture to be incurred by the
   first paragraph of this Section 4.09, or by clauses (ii), (iii) or (iv) of
   this Section 4.09.

      (vi) the incurrence by the Company or any of its Subsidiaries of
   intercompany Indebtedness between or among the Company and any of its Wholly
   Owned Subsidiaries; provided, however, that (a) if the Company is the obligor
   on such Indebtedness, such Indebtedness is expressly subordinated to the
   prior payment in full in cash of all Obligations with respect to the Notes
   and (b)(1) any subsequent issuance or transfer of Equity Interests that
   results in any such Indebtedness being held by a Person other than the
   Company or a Wholly Owned Subsidiary thereof and (2) any sale or other
   transfer of any such Indebtedness to a Person that is not either the Company
   or a Wholly Owned Subsidiary thereof shall be deemed, in each case, to
   constitute an incurrence of such Indebtedness by the Company or such
   Subsidiary, as the case may be, that was not permitted by this clause (vi);

      (vii) the incurrence by the Company of Hedging Obligations that are
   incurred for the purpose of fixing or hedging interest rate risk with respect
   to any floating rate Indebtedness that is permitted by the terms of this
   Indenture to be outstanding or for purposes of hedging foreign exchange risk
   in the ordinary course of business;

      (viii) the guarantee by the Company or any of the Guarantors of
   Indebtedness of the Company or a Subsidiary of the Company that was permitted
   to be incurred by another provision of this Section 4.09; and

      (ix) the incurrence by the Company of additional Indebtedness in an
   aggregate principal amount (or accreted value, as applicable) at any time
   outstanding not to exceed $20.0 million.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (ix) above
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, in each case as of the date of incurrence thereof, the Company shall, in
its sole discretion, classify such item of Indebtedness on the date of its
incurrence in any manner that complies with this Section 4.09. Accrual of
interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock shall not be deemed to
be an incurrence of Indebtedness or an issuance of Disqualified Stock for
purposes of this Section 4.09; provided, in each such case, that the amount
thereof is included in Fixed Charges of the Company as accrued.


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SECTION 4.10. ASSET SALES

            The Company shall not, and shall not permit any of its Subsidiaries
to, consummate an Asset Sale unless (i) the Company (or the Subsidiary, as the
case may be) receives consideration at the time of such Asset Sale at least
equal to the fair market value (evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee) of the
assets or Equity Interests issued or sold or otherwise disposed of and (ii) at
least 85% of the consideration therefor received by the Company or such
Subsidiary is in the form of cash; provided that the amount of (a) any
liabilities (as shown on the Company's or such Subsidiary's most recent balance
sheet), of the Company or any Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Subsidiary from
further liability and (b) any securities, notes or other obligations received by
the Company or any such Subsidiary from such transferee that are
contemporaneously (subject to ordinary settlement periods) converted by the
Company or such Subsidiary into cash (to the extent of the cash received) shall
be deemed to be cash for purposes of this Section 4.10.

            Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option, (a) to repay
Indebtedness of the Company under a Credit Facility or (b) to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business, (c) to make a capital expenditure or (d) to acquire
other long-term assets that are used or useful in a Permitted Business. Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds." When the aggregate
amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to
make an offer to all Holders of Notes and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon to the date of
purchase, in accordance with the procedures set forth in this Indenture and such
other pari passu Indebtedness. To the extent that any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11. TRANSACTIONS WITH AFFILIATES.

            The Company shall not, and shall not permit any of its Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each of the
foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is
on terms that are no less favorable to the Company or such Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Subsidiary with an unrelated Person and (ii) the Company delivers to the


                                       31
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Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $1.0
million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $5.0 million, an opinion as to the fairness
to the Holders of such Affiliate Transaction from a financial point of view
issued by an accounting, appraisal or investment banking firm of national
standing. Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate Transactions: (i) any employment agreement entered into by the
Company or any of its Subsidiaries in the ordinary course of business and
consistent with the past practice of the Company or such Subsidiary, (ii)
transactions between or among the Company and/or its Subsidiaries, (iii) payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the
Company, (iv) any sale or other issuance of Equity Interests (other than
Disqualified Stock) of the Company and (v) Restricted Payments that are
permitted under Section 4.07 hereof.

SECTION 4.12. LIENS.

            The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly create, incur, assume or suffer to exist any Lien
securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.

SECTION 4.13. CORPORATE EXISTENCE.

            Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes

SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

       (a) Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon to the date of purchase (the "Change of Control
Payment"). Within ten days following a Change of Control, the Company shall mail
a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and stating (i) that the Change of Control is
being made pursuant to this Section 4.14 and that all Notes tendered will be
accepted for payment; (ii) the purchase price and the purchase date, which shall
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the "Change of Control Payment Date"); (iii) that any Note not
tendered will continue to accrue interest; (iv) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date; (v) that Holders electing to have any
Notes purchased


                                       32
   40
pursuant to a 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, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; (vi) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered, which unpurchased portion must be equal to $1,000 in principal
amount or an integral multiple thereof. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control.

       (b) On 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 Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. Prior to complying
with the provisions of this Section 4.14, but in any event within 90 days
following a Change of Control, the Company shall either repay all outstanding
Senior Debt or obtain the requisite consents, if any, under all agreements
governing outstanding Senior Debt to permit the repurchase of Notes required by
this Section 4.14. 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.

       (c) The Company shall 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.

SECTION 4.15. ANTI-LAYERING.

            (i) The Company shall not directly or indirectly incur any
Indebtedness that is subordinate or junior in right of payment to any Senior
Debt and senior in any respect in right of payment to the Notes and (ii) no
Guarantor shall incur any Indebtedness that is subordinated or junior in right
of payment to any Indebtedness of such Guarantor and senior in any respect in
right of payment to such Guarantor's Subsidiary Guarantee.


                                       33
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SECTION 4.16. LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY
OWNED SUBSIDIARIES.

            The Company (i) shall not, and shall not permit any Subsidiary of
the Company to, transfer, convey, sell, lease or otherwise dispose of any Equity
Interests in any Wholly Owned Subsidiary of the Company to any Person (other
than the Company or a Wholly Owned Subsidiary of the Company), unless (a) such
transfer, conveyance, sale, lease or other disposition is of all the Equity
Interests in such Wholly Owned Subsidiary and (b) the cash Net Proceeds from
such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.10 hereof and (ii) will not permit any Wholly Owned
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Subsidiary of
the Company.

SECTION 4.17. ADDITIONAL SUBSIDIARY GUARANTEES.

            If the Company or any of the Guarantors shall acquire or create
another Domestic Subsidiary after the date of this Indenture, or if any
Subsidiary of the Company becomes a Domestic Subsidiary, then such newly
acquired or created Domestic Subsidiary shall become a Guarantor by executing a
Supplemental Indenture in the form attached hereto as Exhibit C and deliver an
Opinion of Counsel to the Trustee to the effect that such Supplemental Indenture
has been duly authorized, executed and delivered by such Subsidiary and
constitutes a valid and binding obligation of such Subsidiary, enforceable
against such Subsidiary in accordance with its terms (subject to customary
exceptions).

SECTION 4.18. PAYMENTS FOR CONSENT.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waiver or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

            The Company shall not, directly or indirectly, consolidate or merge
with or into (whether or not the Company is the surviving corporation) or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
unless (i) the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee, (iii) immediately after such
transaction, no Default or Event of Default exists and (iv) except in the case
of a merger of the Company with or into a Wholly Owned


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Subsidiary of the Company, the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made (a)
shall have Consolidated Net Worth immediately after the transaction equal to or
greater than the Consolidated Net Worth of the Company immediately preceding the
transaction and (b) shall, immediately after such transaction after giving pro
forma effect thereto and any related financing transaction as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. The
Company shall not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any Person. This
Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance
or other disposition of assets between or among the Company and its Wholly Owned
Subsidiaries.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

           An "Event of Default" occurs if:

       (a) the Company defaults in the payment when due of interest on the Notes
and such default continues for a period of 30 days (whether or not prohibited by
Article 10 hereof);

       (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes (whether or not prohibited by Article 10 hereof);

       (c) the Company or any of its Subsidiaries fails to comply with any of
the provisions of Section 4.07, 4.09, 4.10, 4.14 or 5.01 hereof;

       (d) the Company or any of its Subsidiaries fails to comply with any of
its other agreements in this Indenture or the Notes for 60 days after notice by
the Trustee or the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes;

       (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Subsidiaries (or
the payment of which is guaranteed by the Company or any of its



                                       35
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Subsidiaries), whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, which default (i) is caused by a failure to
pay principal of or premium, if any, or interest on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $5.0 million or more; provided that
a default under the Salton Note shall not be an Event of Default under this
clause (e) if such default is cured or waived within 90 days of occurrence
thereof;

       (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Subsidiaries and such judgment or judgments remain undischarged for a
period (during which execution shall not be effectively stayed) of 60 days,
provided that the aggregate of all such undischarged judgments exceeds $5.0
million;

       (g) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

      (i)   commences a voluntary case,

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

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

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

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

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

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

      (ii) appoints a Custodian of the Company or any of its Significant
   Subsidiaries or any group of Subsidiaries that, taken as a whole, would
   constitute a Significant Subsidiary or for all or substantially all of the
   property of the Company or any of its Significant Subsidiaries or any group
   of Subsidiaries that, taken as a whole, would constitute a Significant
   Subsidiary; or

      (iii) orders the liquidation of the Company or any of its Significant
   Subsidiaries or any group of Subsidiaries that, taken as a whole, would
   constitute a Significant Subsidiary; 

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

       (i) except as permitted by this Indenture, any Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Subsidiary Guarantee.


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SECTION 6.02. ACCELERATION.

            If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company or any of
its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
Upon any such declaration, the Notes shall become due and payable immediately
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived. 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) if it determines that withholding notice is in their interest.

            If an Event of Default occurs on or after July 31, 2003, by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to July 31, 2003
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on July 31 of the years
set forth below, as set forth below:



            YEAR                                              PERCENTAGE
            ----                                              ----------
                                                            
            1998...........................................    111.333%
            1999...........................................    109.667%
            2000...........................................    109.000%
            2001...........................................    107.333%
            2002...........................................    106.667%


SECTION 6.03. OTHER REMEDIES.

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or


                                       37
   45
remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

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

SECTION 6.05. CONTROL BY MAJORITY.

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

SECTION 6.06. 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;

            (c) such Holder of a Note 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.


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   46
SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

            If an Event of Default specified in Section 6.01(a), (b) or (c)
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, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10. PRIORITIES.

            Any money collected by the Trustee pursuant to this Article 6 shall
be applied in the following order:

            First:  to the Trustee, its agents and attorneys for payment of
amounts due under Section 7.07 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and
the costs and expenses of collection;


                                       39
   47
            Second:  to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable
on the Notes for principal, premium, if any and interest, respectively; and

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

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

SECTION 6.11. UNDERTAKING FOR COSTS.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

       (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her 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 Trustee need perform only those duties
   that are specifically set forth in this Indenture and no others, and no
   implied covenants or obligations shall be read into this Indenture against
   the Trustee; and

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

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

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


                                       40
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      (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 6.05 hereof.

       (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (e) and (f) of this Section 7.01 and Section 7.02.

       (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, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

       (g)  The Paying Agent, the Registrar and any authenticating agent shall
be entitled to the protections, immunities and standard of care as are set forth
in paragraphs (a), (b) and (c) of this Section 7.01 with respect to the Trustee.

SECTION 7.02. RIGHTS OF TRUSTEE.

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

       (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee 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 and the written advice of such counsel or any Opinion 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 and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depository.

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

       (f)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have


                                       41
   49
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.

       (g) Except with respect to Section 4.01 hereof, the Trustee shall have
no duty to inquire as to the performance of the Company's covenants in Article 4
hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or Event of Default of
which the Trustee shall have received written notification or obtained actual
knowledge.

       (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may, in its discretion, make such further inquiry or investigation into such
facts or matters as it may see fit and if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company personally or by agent or attorney.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04. TRUSTEE'S DISCLAIMER.

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

SECTION 7.05. NOTICE OF DEFAULTS.

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

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

            Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (bUt if no event described
in TIA Section 313(a) has occurred within the twelve montHs preceding the
reporting date, no report need be


                                       42
   50
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit By mail all reports as required by TIA Section
313(c).

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

SECTION 7.07. COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

            The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall 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 the claim 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.

            The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

SECTION 7.08. 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 7.08.


                                       43
   51
            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 hereof;

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

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

       (d)  the Trustee becomes incapable of acting.

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

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

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

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or


                                       44
   52
state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall comply
wIth TIA Section 310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

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

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes and Subsidiary Guarantees on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and each Guarantor shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding Notes
and Subsidiary Guarantees, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes, the Subsidiary Guarantees and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, and premium and interest, if any, on such Notes when such payments
are due, solely from the trust fund described in Section 8.04 hereof, and as
more fully set forth in such Section, (b) the Company's obligations with respect
to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

SECTION 8.03. COVENANT DEFEASANCE.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 hereof with
respect to the


                                       45
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outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes and Subsidiary
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 Subsidiary Guarantees shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes and Subsidiary Guarantees, the
Company and the 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 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(d) through 6.01(f) and Section 6.01(i) hereof
shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes and Subsidiary 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, cash in United States dollars, non-callable
Government Securities, 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 and interest, if any, on the
outstanding Notes on the stated maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date;

       (b)  in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the 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
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

       (c)  in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


                                       46
   54
       (d)  no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as
Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period
ending on the 91st day after the date of deposit;

       (e)  such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

       (f)  the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that after the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

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

       (h)  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.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

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

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

            Anything in this Article Eight 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 non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


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SECTION 8.06. REPAYMENT TO COMPANY.

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

SECTION 8.07. REINSTATEMENT.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

            Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors (with respect to a Subsidiary Guarantee or the Indenture to which it
is a party) and the Trustee may amend or supplement this Indenture, the Notes or
any Subsidiary Guarantees without the consent of any Holder of a Note:

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

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

       (c)  to provide for the assumption of the Company's or any Guarantor's
obligations to the Holders of the Notes pursuant to Article 5 or Article 11
hereof;

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

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


                                       48
   56
       (f)  to provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture on the date hereof.

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee 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 9.02. WITH CONSENT OF HOLDERS OF NOTES.

            Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including
Section 3.09, 4.10 and 4.14 hereof), the Subsidiary Guarantees and the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default or compliance with any provision of this Indenture, the Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but 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 9.02 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 9.02
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. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company or the Guarantors with any provision of this Indenture,
the Notes or the Subsidiary Guarantees. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):

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


                                       49
   57
       (b)  reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof;

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

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

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

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

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

       (h)  release any Guarantor from any of its obligations under its
Subsidiary Guarantee or this Indenture, except in accordance with the terms of
this Indenture; or

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

SECTION 9.03. 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.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

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

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


                                       50
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SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 12.04 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

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

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

            (1) holders of Senior Debt shall be entitled to receive payment in
full of all Obligations due in respect of such Senior Debt (including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt) before the Holders of Notes shall be entitled to receive
any payment with respect to the Notes (except that Holders may receive (i)
Permitted Junior Securities and (ii) payments and other distributions made from
any defeasance trust created pursuant to Section 8.01 hereof); and

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

SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT.

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


                                       51
   59
      (i) a default in the payment of the principal of, premium, if any, or
   interest on Designated Senior Debt occurs and is continuing beyond any
   applicable period of grace; or

      (ii) any other default occurs and is continuing with respect to Designated
   Senior Debt that permits holders of the Designated Senior Debt as to which
   such default relates to accelerate its maturity and the Trustee receives a
   notice of such default (a "Payment Blockage Notice") from the Company or the
   holders of any Designated Senior Debt.

            The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

            (1)   the date upon which the default is cured or waived, or

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

            No new period of payment blockage may be commenced unless and until
(i) 360 days have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice and (ii) all scheduled payments of principal, premium
and interest, if any, on the Notes that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice.

SECTION 10.04. ACCELERATION OF NOTES.

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

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.

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

            With respect to the holders of Senior Debt, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.


                                       52
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SECTION 10.06. NOTICE BY COMPANY.

            The Company shall promptly notify the Trustee and the Paying Agent
of any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

SECTION 10.07. SUBROGATION.

            Until all Senior Debt is paid in full and until the Notes are paid
in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.08. RELATIVE RIGHTS.

            This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

            (1) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of and premium and interest, if any, on the Notes in accordance with their
terms;

            (2) affect the relative rights of Holders of Notes and creditors of
the Company other than their rights in relation to holders of Senior Debt; or

            (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders of Senior Debt to receive distributions and payments otherwise payable
to Holders of Notes.

            If the Company fails because of this Article 10 to pay principal of
or premium and interest, if any, on a Note on the due date, the failure is still
a Default or Event of Default.

SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

            No right of any holder of Senior Debt to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

            Whenever a distribution is to be made or a notice given to holders
of Senior Debt, the distribution may be made and the notice given to their
Representative.

            Upon any payment or distribution of assets of the Company referred
to in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or


                                       53
   61
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

            Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

            The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

            Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representative of Senior Debt is hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

SECTION 10.13. AMENDMENTS.

            The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt. Notwithstanding
the foregoing, any amendment to the provisions of this Article 10 shall require
the consent of the Holders of at least 75% in aggregate principal amount of the
Notes then outstanding if such amendment would adversely affect the rights of
Holders of Notes.

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

SECTION 11.01. GUARANTEES.

            Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and premium and interest, if any, on the Notes, if lawful, and all other
Obligations of the Company to the Holders or the Trustee hereunder or thereunder
shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, the same will be promptly
paid in full when due


                                       54
   62
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

            The Guarantors hereby agree that their obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee shall not be discharged except by
complete performance of the Obligations contained in the Notes and this
Indenture.

            If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary 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 declaration of
acceleration of such Obligations as provided in Article 6 hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

SECTION 11.02. SUBORDINATION OF SUBSIDIARY GUARANTEE.

            The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
10 hereof.

SECTION 11.03. LIMITATION ON GUARANTOR LIABILITY.

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to


                                       55
   63
any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors hereby irrevocably agree that the obligations of
such Guarantor under its Subsidiary Guarantee and this Article 11 shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

            To evidence its Subsidiary Guarantee set forth in Section 11.01
hereof, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form included in Exhibit B shall be endorsed by
an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
an Officer of such Guarantor.

            Each Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 11.01 hereof shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

            If an Officer whose signature is on this Indenture or on the
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

            The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors.

            In the event that the Company or any of the Guarantors acquires or
creates another Domestic Subsidiary subsequent to the date of this Indenture or
if any Subsidiary of the Company shall become a Domestic Subsidiary, if required
by Section 4.17 hereof, the Company shall cause such newly acquired or created
Subsidiary to execute a supplemental indenture to this Indenture, a Subsidiary
Guarantee and an Opinion of Counsel in accordance with Section 4.17 hereof and
this Article 11, to the extent applicable.

SECTION 11.05. CONSOLIDATION, ETC. BY GUARANTORS.

            No Guarantor may consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person), another corporation, Person or
entity whether or not affiliated with such Guarantor unless:

      (i) subject to the provisions in Section 11.06 hereof, the Person formed
   by or surviving any such consolidation or merger (if other than such
   Guarantor) assumes all the obligations of such Guarantor pursuant to a
   supplemental indenture substantially in the form included in Exhibit C, and
   otherwise reasonably satisfactory to the Trustee, under the Notes and the
   Indenture; and

      (ii) immediately after giving effect to such transaction, no Default or
   Event of Default exists.


                                       56
   64
            In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

SECTION 11.06. RELEASES FOLLOWING SALE OF ASSETS.

            In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets of such Guarantor) shall be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of the Indenture, including, without limitation,
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the applicable provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Subsidiary Guarantee.

            Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                   ARTICLE 12.
                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02. NOTICES.

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


                                       57
   65
            If to the Company and/or any Guarantor:

            Windmere-Durable Holdings, Inc.
            5980 Miami Lakes Drive
            Miami Lakes, FL 33014-2467
            Telecopier No.:  (305) 364-0635
            Attention:  Chief Financial Officer

            With a copy to:

            Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
            1221 Brickell Avenue
            Miami, Florida 33131
            Telecopier No.:  (305) 579-0717
            Attention:  Paul Berkowitz, Esq.

            If to the Trustee:

            State Street Bank and Trust Company
            c/o State Street Bank and Trust Company of Connecticut, N.A.
            Goodwin Square, 23rd Floor
            225 Asylum Street
            Hartford, Connecticut 06103
            Telecopier No.:  (860) 244-1889
            Attention:  Laurel Melody-Casasanta
                         Corporate Trust Administration

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

            All notices and communications (other than those sent to Holders)
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 Section 313(c), to the extent requiRed by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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


                                       58
   66
SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

            (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 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 or her 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 12.06. 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 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or such Guarantor under the Notes,
the Subsidiary Guarantees, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives


                                       59
   67
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 12.08. GOVERNING LAW.

            THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.10. SUCCESSORS.

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

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 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.

                         [Signatures on following page]


                                       60
   68
                                   SIGNATURES

Dated as of July 27, 1998

                                       WINDMERE-DURABLE HOLDINGS, INC.

                                            /s/ Harry D. Schulman
                                       BY:____________________________________
                                          Name: Harry D. Schulman
                                          Title: Chief Financial Officer



                                       HOUSEHOLD PRODUCTS, INC., as Guarantor
                 
                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP DELAWARE, INC., as Guarantor
                                           
                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP AMERICAS, INC., as Guarantor 

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HPG LLC, as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP INTELLECTUAL CORP., as Guarantor
   69
                                            /s/ Cindy Solovei                
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       WINDMERE HOLDINGS CORPORATION, as
                                       Guarantor

                                            /s/ Cindy Solovei              
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE HOLDINGS CORPORATION II, as
                                       Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE INNOVATIVE PET PRODUCTS,
                                       INC., as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       EDI MASTERS, INC., as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Assistant Vice President



                                       WINDMERE CORPORATION, as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer
   70
                                       BAY BOOKS AND TAPES, INC., as Guarantor

                                            /s/ Cindy Solovei 
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       JERDON PRODUCTS, INC., as Guarantor
 
                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       FORTUNE PRODUCTS, INC. as Guarantor 

                                            /s/ Cindy Solovei   
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer

                                       CONSUMER PRODUCT AMERICAS, INC. as
                                       Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE FAN PRODUCTS, INC. as
                                       Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       WD DELAWARE, INC., as Guarantor

                                            /s/ Cindy Solovei
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary
   71
                                       WD DELAWARE II, INC., as Guarantor

                                            /s/ Cindy Solovei     
                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary




STATE STREET BANK AND TRUST COMPANY

     /s/ Laurel Melody-Casasanta
BY:________________________________
   Name: Laurel Melody-Casasanta
   Title: Assistant Vice President


   72
                                    EXHIBIT A
                                 (Face of Note)



                                                            CUSIP/CINS 973413AA5

                     10% Senior Subordinated Notes due 2008

      No. 1                                                   $130,000,000

                         WINDMERE-DURABLE HOLDINGS, INC.

      promises to pay to CEDE & CO.

      or registered assigns,

      the principal sum of One Hundred Thirty Million Dollars ($130,000,000)

      on July 31, 2008.

      Interest Payment Dates:  January 31, and July 31.

      Record Dates:  January 15, and July 15.

                                          DATED:  July 27, 1998


                                          WINDMERE-DURABLE HOLDINGS, INC.


                                          BY:
                                            -----------------------------------
                                             Name: David M. Friedson
                                             Title: President and Chief
                                             Executive Officer


                                          BY:
                                            -----------------------------------
                                             Name: Harry D. Schulman
                                             Title: Chief Financial Officer

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

STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
   -------------------------------

Name:
Title:

                                      A-1
   73
                                 (Back of Note)


                     10% Senior Subordinated Notes due 2008

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF WINDMERE-DURABLE
HOLDINGS, INC.

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

            1. Interest. Windmere-Durable Holdings, Inc., a Florida corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at 10% per annum from July 27, 1998 until maturity. The Company will pay
interest semi-annually on January 31 and July 31 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be January 31, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

            2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 next preceding the
Interest Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company 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-2
   74
            3. Paying Agent and Registrar. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. Indenture. The Company issued the Notes under an Indenture dated
as of July 27, 1998 ("Indenture") among the Company, the Guarantors named
therein (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. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the indenture shall govern and be controlling. The Notes are
obligations of the Company that are unlimited in aggregate principal amount.

            5. Optional Redemption.

            (a) Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to July 31, 2003. Thereafter, the Notes will be subject to redemption
at any time at the option of the Company, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on July 31 of the years indicated below:



             YEAR                                       PERCENTAGE
                                                  
             2003......................................  105.000%
             2004......................................  103.333%
             2005......................................  101.667%
             2006 and thereafter.......................  100.000%



            (b) Notwithstanding the foregoing, at any time on or before July 31,
2001, the Company may redeem up to 35% of the aggregate principal amount of
Notes originally issued under this Indenture at a redemption price of 110% of
the principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date, with the net cash proceeds of an offering of common stock of
the Company; provided that at least 65% of the aggregate principal amount of
Notes originally issued under this Indenture remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by the Company or
any of its Subsidiaries); and provided, further, that such redemption shall
occur within 45 days after the date of the closing of such offering.

                                      A-3
   75
            6. Mandatory Redemption.

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

            7. Repurchase at Option of Holder.

            (a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

            (b) If the Company or a Subsidiary consummates an Asset Sale, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$5.0 million, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness that is paripassu with the Notes, (an "Asset
Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such other
paripassu Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture and such other paripassu
Indebtedness. To the extent any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and such other paripassu Indebtedness tendered into such Asset Sale Offer
surrendered by holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

            8. Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. 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.

            9. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

                                      A-4
   76
            10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

            11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Notes or Subsidiary Guarantees may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding and Additional Notes, if any, (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture, the Notes or the Subsidiary Guarantees may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Without the consent of any Holder of a Note, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's or any Guarantor's obligations to Holders of the Notes in case of
a merger or consolidation or sale of all or substantially all of the Company's
assets, to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, 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. Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); (ii) default in
payment when due of principal of or premium, if any, on the Notes (whether or
not prohibited by the subordination provisions of the Indenture); (iii) failure
by the Company to comply with Section 4.07, 4.09, 4.10, 4.14 or 5.01 of the
Indenture; (iv) failure by the Company or any of its Subsidiaries for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes to comply with any of its other
agreements in the Indenture or the Notes; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Subsidiaries (or the payment of which is guaranteed by the Company or any
of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is
created after the date of this Indenture, which default (a) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $5.0 million or more, provided that
a default under the Salton Note shall not be an Event of Default under this
clause (v) if such default is cured or waived within 90 days of occurrence
thereof; (vi) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $5.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Subsidiaries; and (viii)
except as permitted by the Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's
Subsidiary Guarantee. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of

                                      A-5
   77
Default arising from certain events of bankruptcy or insolvency, with respect to
the Company, any of its Subsidiaries that would constitute a Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the 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) 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, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes 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).

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

                                      A-6
   78
         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

            Windmere-Durable Holdings, Inc.
            5980 Miami Lakes Drive
            Miami Lakes, Florida 33014
            Attention:  Chief Financial Officer

                                      A-7
   79
                                 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
                        -------------------------------------------------------
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.

                                      A-8
   80
                       OPTION OF HOLDER TO ELECT PURCHASE

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

            / / Section 4.10            / / Section 4.14

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date:___________________            Your Signature:____________________________
                                    (Sign exactly as your name appears on the
                                          Note)

                                     Tax Identification No:____________________
Signature Guarantee.

                                      A-9
   81
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:




                                                                         
                   Amount of          Amount of       Principal Amount    Signature of
                  decrease in        increase in       of this Global      authorized
                   Principal          Principal             Note           officer of
                    Amount             Amount          following such      Trustee or
   Date of      of this Global     of this Global         decrease            Note
   Exchange          Note               Note           (or increase)        Custodian
- ----------------------------------------------------------------------------------------
                                                              


                                      A-10
   82
                                    EXHIBIT B
                   FORM OF NOTATION OF SUBSIDIARY GUARANTEE


            For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in, and subject to the
provisions in the Supplemental Indenture dated as of July 27, 1998 (the
"Indenture") among WINDMERE-DURABLE HOLDINGS, INC., the Guarantors listed on
Schedule I thereto and STATE STREET BANK AND TRUST COMPANY, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                       HOUSEHOLD PRODUCTS, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP DELAWARE, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer

                                       B-1
   83
                                       HP AMERICAS, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HPG LLC, as Guarantor


                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       HP INTELLECTUAL CORP., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       WINDMERE HOLDINGS CORPORATION, as
                                       Guarantor

                                       By:____________________________________
                                       Name: Cindy Solovei
                                       Title: Secretary



                                       WINDMERE HOLDINGS CORPORATION II, as
                                       Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary

                                      B-2
   84
                                       WINDMERE INNOVATIVE PET PRODUCTS,
                                       INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       EDI MASTERS, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Assistant Vice President



                                       WINDMERE CORPORATION, as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       BAY BOOKS AND TAPES, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       JERDON PRODUCTS, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       FORTUNE PRODUCTS, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer

                                      B-3
   85
                                       CONSUMER PRODUCT AMERICAS, INC., as
                                       Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WINDMERE FAN PRODUCTS, INC., as
                                       Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Treasurer



                                       WD DELAWARE, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary



                                       WD DELAWARE II, INC., as Guarantor

                                       By:____________________________________
                                          Name: Cindy Solovei
                                          Title: Secretary

                                      B-4
   86
                                    EXHIBIT C
                         FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS


            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of WINDMERE-DURABLE HOLDINGS, INC. (or its permitted successor), a
Florida corporation (the "Company"), the other Guarantors (as defined in the
Indenture referred to herein) and STATE STREET BANK AND TRUST COMPANY, as
trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee a supplemental indenture (the "Indenture"), dated as of July 27, 1998
providing for the issuance of an unlimited aggregate principal amount of 10%
Notes due 2008 (the "Notes");

            WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

            1.    Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2.    Agreement to Guarantee.  The Guaranteeing Subsidiary hereby
agrees as follows:

            (a)   Along with all Guarantors named in the Indenture, to jointly
                  and severally Guarantee to each Holder of a Note authenticated
                  and delivered by the Trustee and to the Trustee and its
                  successors and assigns, irrespective of the validity and
                  enforceability of the Indenture, the Notes or the obligations
                  of the Company hereunder or thereunder, that:

                  (i)   the principal of and premium and interest, if any, on
                        the Notes, if lawful, and all other Obligations of
                        the Company to the Holders or the Trustee hereunder
                        or thereunder will be promptly paid in full when due,
                        whether at maturity, by acceleration, redemption or
                        otherwise, and interest on the overdue principal of
                        and interest on the Notes, if any, if lawful, and all
                        other Obligations of the Company to the Holders or
                        the Trustee hereunder or thereunder will be promptly
                        paid in full or performed, all in accordance with the
                        terms hereof and thereof; and

                                      C-1
   87
                  (ii)  in case of any extension of time of payment or
                        renewal of any Notes or any of 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, whether at stated maturity,
                        by acceleration or otherwise.  Failing payment when
                        due of any amount so guaranteed or any performance so
                        guaranteed for whatever reason, the Guarantors shall
                        be jointly and severally obligated to pay the same
                        immediately.

            (b)   The obligations hereunder shall be unconditional, irrespective
                  of the validity, regularity or enforceability of the Notes or
                  the Indenture, the absence of any action to enforce the same,
                  any waiver or consent by any Holder of the Notes with respect
                  to any provisions hereof or thereof, the recovery of any
                  judgment against the Company, any action to enforce the same
                  or any other circumstance which might otherwise constitute a
                  legal or equitable discharge or defense of a Guarantor.


            (c)   The following is hereby waived: 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.


            (d)   This Subsidiary Guarantee shall not be discharged except by
                  complete performance of the obligations contained in the Notes
                  and the Indenture.


            (e)   If any Holder or the Trustee is required by any court or
                  otherwise to return to the Company, the Guarantors, or any
                  custodian, trustee, liquidator or other similar official
                  acting in relation to either the Company or the Guarantors,
                  any amount paid by either to the Trustee or such Holder, this
                  Subsidiary Guarantee, to the extent theretofore discharged,
                  shall be reinstated in full force and effect.


            (f)   The Guaranteeing Subsidiary shall not be entitled to any right
                  of subrogation in relation to the Holders in respect of any
                  Obligations guaranteed hereby until payment in full of all
                  Obligations guaranteed hereby.


            (g)   As between the Guarantors, on the one hand, and the Holders
                  and the Trustee, on the other hand, (x) the maturity of the
                  Obligations guaranteed hereby may be accelerated as provided
                  in Article 6 of the Indenture for the purposes of this
                  Subsidiary 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
                  declaration of acceleration of such Obligations as provided in
                  Article 6 of the Indenture, such Obligations (whether or not
                  due and payable) shall forthwith become due and payable by the
                  Guarantors for the purpose of this Subsidiary Guarantee.

                                      C-2
   88
            (h)   The Guarantors shall have the right to seek contribution from
                  any non-paying Guarantor so long as the exercise of such right
                  does not impair the rights of the Holders under the Subsidiary
                  Guarantee.


            (i)   Pursuant to Section 11.03 of the Indenture, after giving
                  effect to any maximum amount and any other contingent and
                  fixed liabilities that are relevant under any applicable
                  Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
                  Uniform Fraudulent Transfer Act or any similar federal or
                  state law to the extent applicable to any Subsidiary
                  Guarantee, and after giving effect to any collections from,
                  rights to receive contribution from or payments made by or on
                  behalf of any other Guarantor in respect of the obligations of
                  such other Guarantor under Article 11 of the Indenture shall
                  result in the obligations of such Guarantor under its
                  Subsidiary Guarantee not constituting a fraudulent transfer or
                  conveyance.

            3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that
the Subsidiary Guarantees shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

            4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

      (a)   The Guaranteeing Subsidiary may not consolidate with or merge with
            or into (whether or not such Guarantor is the surviving Person)
            another corporation, Person or entity whether or not affiliated with
            such Guarantor unless:

            (i)   subject to Section 11.06 of the Indenture, the Person formed
                  by or surviving any such consolidation or merger (if other
                  than such Guarantor) assumes all the obligations of such
                  Guarantor, pursuant to a supplemental indenture in form and
                  substance reasonably satisfactory to the Trustee, under the
                  Notes, the Indenture and the Subsidiary Guarantee on the terms
                  set forth herein or therein; and

            (ii)  immediately after giving effect to such transaction, no
                  Default or Event of Default exists.

      (b)   In case of any such consolidation, merger, sale or conveyance and
            upon the assumption by the successor Person, by supplemental
            indenture, executed and delivered to the Trustee and satisfactory in
            form to the Trustee, of the Subsidiary Guarantee endorsed upon the
            Notes and the due and punctual performance of all of the covenants
            and conditions of the Indenture to be performed by the Guarantor,
            such successor Person shall succeed to and be substituted for the
            Guarantor with the same effect as if it had been named herein as a
            Guarantor.  Such successor Person thereupon may cause to be signed
            any or all of the Subsidiary Guarantees to be endorsed upon all of
            the Notes issuable hereunder which theretofore shall not have been
            signed by the Company and delivered to the Trustee.  All the
            Subsidiary Guarantees so issued shall in all respects have the same
            legal rank and benefit under the Indenture as the Subsidiary
            Guarantees theretofore and thereafter issued in accordance with the
            terms of the Indenture as though all of such Subsidiary Guarantees
            had been issued at the date of the execution hereof.

            5. Releases.

                                      C-3
   89
      (a)   In the event of a sale or other disposition of all of the assets
            of any Guarantor, by way of merger, consolidation or otherwise,
            or a sale or other disposition of all of the capital stock of any
            Guarantor, then such Guarantor (in the event of a sale or other
            disposition, by way of merger, consolidation or otherwise, of all
            of the capital stock of such Guarantor) or the corporation
            acquiring the property (in the event of a sale or other
            disposition of all or substantially all of the assets of such
            Guarantor) will be released and relieved of any obligations under
            its Subsidiary Guarantee; provided that the Net Proceeds of such
            sale or other disposition are applied in accordance with the
            applicable provisions of the Indenture, including without
            limitation Section 4.10 of the Indenture. Upon delivery by the
            Company to the Trustee of an Officers' Certificate and an Opinion
            of Counsel to the effect that such sale or other disposition was
            made by the Company in accordance with the provisions of the
            Indenture, including without limitation Section 4.10 of the
            Indenture, the Trustee shall execute any documents reasonably
            required in order to evidence the release of any Guarantor from
            its obligations under its Subsidiary Guarantee.

      (b)   Any Guarantor not released from its obligations under its Subsidiary
            Guarantee shall remain liable for the full amount of principal of
            and interest on the Notes and for the other obligations of any
            Guarantor under the Indenture as provided in Article 11 of the
            Indenture.

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

            7. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

            9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

            10. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      C-4
   90
                        IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:  _______________, ____

                                       [Guaranteeing Subsidiary]


                                          By:
                                             __________________________________
                                          Name:
                                          Title:


                                       WINDMERE_DURABLE HOLDINGS, INC.


                                          By:
                                             __________________________________
                                          Name:
                                          Title: Chief Financial Officer


                                       [EXISTING GUARANTORS]


                                          By:
                                             __________________________________
                                                Name:
                                                Title


                                       STATE STREET BANK AND TRUST COMPANY
                                          as Trustee


                                          By:
                                             __________________________________
                                          Name:
                                          Title:

                                      C-5
   91
SCHEDULE I

                             SCHEDULE OF GUARANTORS

            The following schedule lists each Guarantor under the Indenture as
of the Closing Date:

 1) HOUSEHOLD PRODUCTS, INC.

 2) HP DELAWARE, INC.

 3) HP AMERICAS, INC.

 4) HPG LLC

 5) HP INTELLECTUAL CORP.

 6) WINDMERE HOLDINGS CORPORATION

 7) WINDMERE HOLDINGS CORPORATION II

 8) WINDMERE INNOVATIVE PET PRODUCTS, INC.

 9) EDI MASTERS, INC.

 10) WINDMERE CORPORATION

 11) BAY BOOKS AND TAPES, INC.

 12) JERDON PRODUCTS, INC.,

 13) FORTUNE PRODUCTS, INC.

 14) CONSUMER PRODUCT AMERICAS, INC.

 15) WINDMERE FAN PRODUCTS, INC.

 16) WD DELAWARE, INC.

 17) WD DELAWARE II, INC.

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